Griffith Susan Patricia 4

What Happened

• Susan Patricia Griffith, President & CEO and Director of Progressive (PGR), had 11,254.169 shares issued to her on Feb 20, 2026 pursuant to the vesting of performance-based restricted stock units (RSUs). These were issued at $0.00 as the result of the award vesting.
• On the same date, 4,964 shares were disposed at $202.70 per share (total value $1,006,203) to satisfy tax withholding obligations associated with the vesting.

Key Details

• Transaction date: 2026-02-20. Filing date (Form 4): 2026-02-24 — appears to be filed within the usual Form 4 window.
• Award: 11,254.169 shares acquired (Code A) at $0.00 — these represent vested performance-based RSUs, including accrued dividend equivalents (footnote F1).
• Disposal: 4,964 shares (Code F) at $202.70 per share for tax withholding, value $1,006,203.
• Footnotes: F1 confirms these shares are from 2023 performance-based RSUs including dividend equivalents; F2 notes some shares are held in a trust for the reporting person’s spouse.
• Shares owned after the transaction: not specified in this Form 4 filing.

Context

• This is a standard vesting + tax-withholding transaction: RSUs vested (an award, not a market purchase), and a portion of shares were surrendered/sold to cover taxes — a routine administrative step that does not by itself signal a market view.
• For retail investors tracking insider activity, awards increase the insider’s stake but tax-withholding disposals reduce the net received shares; the meaningful action here is the vesting of performance-based compensation rather than an open-market buy or sell.