Clawson William L. II 4

What Happened

• William L. Clawson II, Chief Human Resources Officer at Progressive (PGR), had restricted stock units (RSUs) vest on January 20, 2026. The vesting resulted in 3,060.294 common shares being issued (reported as an exercise/conversion of a derivative).
• To cover tax withholding/tax liability, 960 of those shares were disposed (withheld/sold) at $201.32 per share, generating about $193,267 in proceeds. The remaining issued shares were credited to Clawson (the filing reports the conversion and the withholding disposition).

Key Details

• Transaction date: January 20, 2026; Form 4 filed January 22, 2026 (timely filing).
• Shares issued on vesting: 3,060.294 common shares (conversion/exercise of RSUs at $0 exercise price).
• Shares disposed/withheld for taxes: 960 shares at $201.32 each = ~$193,267 (transaction code F = tax withholding).
• Footnotes: RSUs include dividend equivalent units; each RSU converts to one common share; units vested on Jan 20, 2026 (F1–F3). The derivative conversion/expiry terms note the exercisable and expiration date are the same (F4).
• Shares owned after the transaction: not provided in the supplied data.

Context

• This is a routine RSU vesting and tax-withholding transaction, not an open-market buy or sell motivated by trading intent. The filing shows a cashless-style outcome where shares were converted on vesting and some shares were surrendered/withheld to satisfy taxes.
• Transaction codes: M indicates exercise/conversion of a derivative (here, RSU conversion); F indicates shares surrendered/disposed to cover exercise price or tax liability.