Bauer Jonathan S. 4

What Happened

• Jonathan S. Bauer, Chief Investment Officer at Progressive (PGR), had 4,602.284 restricted stock units (RSUs) vest on January 20, 2026. The RSUs converted to the same number of common shares (reported as derivative exercise/conversion at $0).
• To satisfy his tax liability, 1,496 shares were surrendered/withheld at $201.32 per share, totaling $301,175. After withholding, Bauer retained 4,602.284 − 1,496 = 3,106.284 shares from this vesting.
• This was a vesting/award event with tax withholding (routine), not an open-market purchase or discretionary sale.

Key Details

• Transaction date: January 20, 2026. Form filed January 22, 2026 (appears timely within the Form 4 two-business-day window).
• Reported transaction codes: M = exercise/conversion of derivative (RSU conversion at $0); F = payment of exercise price or tax liability by share withholding (1,496 shares @ $201.32 = $301,175).
• Units vested on January 20, 2026 (per footnote). Each RSU represents a contingent right to one common share.
• Insider retained ~3,106.284 shares from this vesting; total shares owned after the transaction were not provided in the excerpt.

Context

• This is a standard RSU vesting event with share withholding to cover taxes (a common, administrative transaction). It should not be read as an intentional market sale or purchase signal by itself.
• For derivative reporting: the RSUs were converted into common shares (reported as exercise/conversion) and a portion was withheld to satisfy tax obligations.