Bailo Karen 4

Accession 0000080661-26-000040

CIK 0000080661other

Filed

Jan 21, 7:00 PM ET

Accepted

Jan 22, 11:22 AM ET

Size

8.5 KB

Accession

0000080661-26-000040

AI-generated summary of this filing

Updated Jan 22, 2026

Progressive (PGR) Karen Bailo Receives RSUs, Withholds Shares for Taxes

What Happened

Karen Bailo, Commercial Lines President at Progressive (PGR), had 5,062.918 restricted stock units (RSUs) vest on Jan 20, 2026. The RSUs converted to common shares (reported as an exercise/conversion of a derivative).
To cover tax withholding, 1,544 of those shares were surrendered at $201.32 per share for a total withholding of $310,838. The remaining net shares received were 3,518.918.
This was not an open-market sale of shares for investment reasons—it's a routine tax-withholding disposition tied to RSU vesting.

Key Details

Transaction date: 2026-01-20; Form 4 filed: 2026-01-22 (within the usual 2-business-day Form 4 deadline).
Vested/converted: 5,062.918 RSUs → 5,062.918 common shares (reported as derivative conversion, code M).
Tax withholding/disposition: 1,544 shares withheld/disposed at $201.32 per share = $310,838 (code F).
Net shares retained from this vesting: 3,518.918 shares.
Footnotes: F1–F3 confirm these were RSUs (each represents one common share) and they vested on Jan 20, 2026; F1 notes dividend equivalents included.
Shares owned after transaction: not specified in the provided filing excerpt.

Context

This was essentially an RSU vesting event with a share surrender to satisfy tax obligations (common practice). The filing shows receipt of shares (value realized via vesting) and a routine withholding sale to cover taxes — not a market sell signal.
For derivative/award filings: the M code here reflects conversion/vesting of RSUs; the F code reflects shares surrendered for tax withholding.

Form 4

Period: 2026-01-20

Commercial Lines President

Transactions

Exercise/Conversion
Common
[F1]
2026-01-20+5,062.918→ 37,408.698 total
Tax Payment
Common
2026-01-20$201.32/sh−1,544$310,838→ 35,864.698 total
Exercise/Conversion
Restricted Stock Unit
[F2][F1][F3][F4]
2026-01-20−5,062.918→ 10,997.026 total
→ Common (5,062.918 underlying)

Footnotes (4)

[F1]Represents Common Shares issued upon the vesting of restricted stock unit awards, including dividend equivalent units. This Form 4 reports the disposition of such restricted stock units in exchange for an equal number of Common Shares.
[F2]Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.
[F3]Units vested on January 20, 2026.
[F4]Expiration Date is the same as the Date Exercisable.

Signature

/s/ Allyson L. Bach, By Power of Attorney|2026-01-22

1 file

PROGRESSIVE CORP/OH/

CIK 0000080661

Entity typeother