Bauer Jonathan S. 4

What Happened

• Jonathan S. Bauer, Chief Investment Officer of Progressive (PGR), had 4,220.898 performance-based restricted stock units (RSUs) vest on Feb 20, 2026. Those vested shares (including accrued dividend equivalents) were issued at $0.00 per share.
• To satisfy tax withholding, 1,954 shares were surrendered on Feb 20, 2026 at $202.27 per share (proceeds ≈ $395,236). On Feb 23, 2026 he sold 2,266 shares in an open-market transaction at $203.05 per share (proceeds ≈ $460,111). Combined proceeds from the dispositions were about $855,347.
• This sequence reflects an RSU vesting event followed by routine withholding and a planned sale, not an outright purchase.

Key Details

• Transaction dates and prices:
  • 2026-02-20: Award of 4,220.898 RSUs (A) issued at $0.00.
  • 2026-02-20: Tax withholding (F) — 1,954 shares disposed @ $202.27 (≈ $395,236).
  • 2026-02-23: Open-market sale (S) — 2,266 shares disposed @ $203.05 (≈ $460,111).
• Shares owned after transaction: Not disclosed in the provided excerpt.
• Footnotes:
  • F1: Shares issued from vesting of 2023 performance-based RSUs, including dividend equivalents.
  • F2: The Feb 23 sale was made pursuant to a 10b5-1 trading plan adopted Aug 21, 2025.
• Filing timeliness: Report filed 2026-02-24 for transactions on 2/20 and 2/23 — appears to be timely (not flagged as late).

Context

• This was an RSU vesting event followed by tax-withholding and a planned sale under a 10b5-1 plan. Tax withholding (code F) is common after vesting; the 10b5-1 plan indicates the open-market sale was pre-arranged.
• These transactions are routine for issuing and monetizing vested equity and do not, by themselves, indicate a change in confidence or company outlook.