PGR CEO adds 61K shares after 111K RSU vesting; sells 50K for taxes

Progressive Corp. (PGR) – Form 4, 25-Jul-2025: President & CEO Susan P. Griffith reported the vesting of 111,142.442 performance-based RSUs granted in 2022 (includes dividend equivalents).

Rhea-AI Filing Summary

Progressive Corp. (PGR) – Form 4, 25-Jul-2025: President & CEO Susan P. Griffith reported the vesting of 111,142.442 performance-based RSUs granted in 2022 (includes dividend equivalents). These shares were added to her direct stake at $0 cost.

To cover withholding taxes she executed a Code “F” sale of 49,823 shares at $249.44, raising ≈$12.4 million. Net of the sale, Griffith’s direct ownership grew by about 61,319 shares (+11%) to 537,605.043. Indirect holdings remain at 88,603 shares across a 401(k) plan and two family accounts.

No derivative transactions were reported. The activity reflects routine tax settlement on an incentive award and results in a higher net equity position, reinforcing management-shareholder alignment.

Positive

• Net increase of ~61,319 shares raises CEO’s direct ownership to 537,605 shares, signalling stronger alignment with investors.
• Vesting of performance-based RSUs indicates underlying performance targets from the 2022 grant were achieved.

Negative

• 49,823 shares sold at $249.44 for tax withholding slightly offsets the award’s optical impact.

Insights

Financial Analyst

TL;DR: CEO’s RSU vesting boosts direct stake 11%; tax sale normal, net result signals continued insider alignment with PGR shareholders.

The 111k-share award increases Griffith’s exposure to Progressive’s equity and indicates performance goals were met. Even after a $12 million tax-withholding sale, her net position rose materially. While Form 4 trades rarely drive valuation by themselves, the directionally positive ownership change supports confidence in management’s outlook. No options were exercised, and no red flags appear.

Corporate Governance Expert

TL;DR: Routine incentive payout; tax-related sale does not weaken governance stance.

Performance-based RSUs encourage long-term decision making. The CEO held ~56% of vested shares after settling taxes, exceeding many peer retention clauses. Transparent reporting and absence of derivative leverage reduce agency risk. Overall impact is modestly positive for governance quality.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Griffith Susan Patricia

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common	111,142.442	$0.00	$0.00
Exercise Price or Tax Liability	Common	49,823	$249.44	$12.43M
holding	Common	--	--	--
holding	Common	--	--	--
holding	Common	--	--	--

Holdings After Transaction: Common — 537,605.043 shares (Direct); Common — 15,757.628 shares (Indirect, 401(k) Plan); Common — 19,108 shares (Indirect, Husband's Common); Common — 53,737.096 shares (Indirect, Husband's Trust)

Footnotes (2)

1. F1. These shares were issued pursuant to the vesting of performance-based restricted stock unit awards made in 2022, including dividend equivalents accrued since the grant date.
2. F2. Held in a trust for the benefit of reporting person's spouse.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Progressive (PGR) shares did the CEO acquire?

Susan P. Griffith received 111,142.442 shares from RSU vesting on 07/25/2025.

What price were shares sold at for tax purposes?

The CEO sold 49,823 shares at $249.44 under transaction code “F”.

What is the CEO’s new direct ownership after the filing?

Direct holdings increased to 537,605.043 PGR shares.

Were any derivative securities exercised in this Form 4?

No, the filing shows no derivative transactions or option exercises.

Does the transaction suggest insider confidence in Progressive?

Net share accumulation and achieved performance targets suggest moderate insider confidence, though the sale was tax-related.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/29/2025 - 11:34 AM Learn about SEC filing dates

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).

1. Name and Address of Reporting Person^*

Griffith Susan Patricia

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2025

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	07/25/2025		A(1)		111,142.442	A	$0	587,428.043	D
Common	07/25/2025		F		49,823	D	$249.44	537,605.043	D
Common								15,757.628	I	401(k) Plan
Common								19,108	I	Husband's Common
Common								53,737.096	I	Husband's Trust(2)

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. These shares were issued pursuant to the vesting of performance-based restricted stock unit awards made in 2022, including dividend equivalents accrued since the grant date.

2. Held in a trust for the benefit of reporting person's spouse.

	/s/ Sarah R. D'Amore, By Power of Attorney	07/29/2025
	** 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.