Progressive CFO Insider Sale: 10k Shares Disposed Under Pre-Set Plan

Rhea-AI Filing Summary

Progressive Corporation (PGR) – Form 4 insider transaction

Vice President and Chief Financial Officer John P. Sauerland filed a Form 4 for a single non-derivative transaction executed on 30 Jun 2025. Under a previously adopted Rule 10b5-1 trading plan (effective 22 Aug 2024), Sauerland sold 10,000 common shares at $263.79 per share, generating gross proceeds of roughly $2.64 million.

After the sale, the executive reports:

• 228,024.069 shares held directly
• 13,577.06 shares held indirectly through the company 401(k) plan

No derivative securities were acquired or disposed of, and no additional transactions were disclosed. The filing was signed on 2 Jul 2025 by attorney-in-fact Sarah R. D’Amore.

The transaction reduces Sauerland’s direct holdings by approximately 4.2% yet leaves him with a substantial equity position. Because the sale was pre-scheduled under a 10b5-1 plan, it may carry less informational weight than unscheduled sales; however, investors often track senior executive dispositions for sentiment signals.

Positive

• Sale conducted under a Rule 10b5-1 plan, implying the transaction was pre-scheduled and not driven by new, undisclosed information.
• CFO retains over 240,000 shares (direct and indirect), maintaining significant equity alignment with shareholders.

Negative

• Insider selling by the CFO can be perceived as a bearish sentiment signal, even though the size is modest relative to total holdings.

Insights

Corporate Governance Analyst

TL;DR – CFO sells 10k shares via 10b5-1 plan; modest, pre-planned, likely neutral.

Magnitude & context: A 10,000-share sale equals about 4% of Sauerland’s direct stake, leaving over 241k shares combined. The gross value (~$2.6 m) is meaningful personally but small relative to Progressive’s $155 bn market cap, so market impact should be minimal.

Signal assessment: Because the disposition was executed under a Rule 10b5-1 plan adopted months earlier, informational content is diluted; such plans are designed to eliminate timing discretion. Persistent ownership well above 200k shares suggests continued alignment with shareholders.

Materiality: No derivatives, no insider buying, and no multiple executives involved. Therefore, the event is not materially impactful on investment thesis, though traders monitoring insider flows may note incremental supply.

Insider Trade Summary

Net Seller: 10,000 shares ($2,637,900)

Net Sell 2 txns

Insider Sauerland John P

Role VP and Chief Financial Officer

Sold 10,000 shs ($2.64M)

Type	Security	Shares	Price	Value
Sale	Common	10,000	$263.79	$2.64M
holding	Common	--	--	--

Holdings After Transaction: Common — 228,024.069 shares (Direct); Common — 13,577.06 shares (Indirect, 401(k) Plan)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sauerland John P

(Last) (First) (Middle)

300 NORTH COMMONS BLVD.

(Street)

MAYFIELD VILLAGE OH 44143

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PROGRESSIVE CORP/OH/ [ PGR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP and Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common	06/30/2025		S(1)		10,000	D	$263.79	228,024.069	D
Common								13,577.06	I	401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction reported on this Form 4 was made pursuant to a 10b5-1 trading plan adopted by the reporting person as of August 22, 2024.

	/s/ Sarah R. D'Amore, By Power of Attorney	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Progressive (PGR) shares did CFO John P. Sauerland sell?

He sold 10,000 common shares on 30 Jun 2025.

What was the sale price disclosed in the Form 4?

The reported sale price was $263.79 per share.

Does the filing mention a Rule 10b5-1 trading plan?

Yes. The sale was executed under a 10b5-1 plan adopted on 22 Aug 2024.

How many Progressive shares does the CFO still own after the sale?

He reports 228,024.069 shares directly and 13,577.06 shares indirectly through a 401(k) plan.

Were any derivative securities involved in this Form 4?

No. The table for derivative securities shows no transactions.