Callahan Patrick K 4

What Happened

• Patrick K. Callahan, Progressive’s Personal Lines President, had 6,270.067 restricted stock units (RSUs) vest on January 20, 2026 and those units converted into common shares (reported as an exercise/conversion of a derivative, code M, at $0.00 per share). To satisfy tax withholding, 2,028 of the resulting shares were disposed (code F) at $201.32 each, generating proceeds/withholding of $408,277. The net shares retained from this vesting are approximately 4,242.067 shares (6,270.067 vested minus 2,028 withheld).

Key Details

• Transaction date: January 20, 2026; Form 4 filed January 22, 2026 (filed within the standard 2-business-day window).
• Vested/converted: 6,270.067 RSUs → 6,270.067 common shares (reported as M code at $0.00).
• Shares disposed for taxes: 2,028 shares at $201.32 each → $408,277 (reported under code F for tax withholding/payment).
• Footnotes: F1–F3 confirm these were RSUs (each RSU = 1 common share) that vested on 1/20/2026; F4 notes expiration date = date exercisable (not material for RSUs).
• No 10b5-1 or gift noted; filing appears timely.

Context

• This is a typical “vest-and-sell-to-cover” transaction: RSUs vested and some shares were withheld/sold to cover tax liabilities. That routine tax withholding does not, by itself, signal insider buying or selling for investment reasons. The derivative entries reflect conversion of RSUs into shares rather than an option purchase with a cash exercise price.