Bailo Karen 4

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.