Sauerland John P 4

What Happened

• John P. Sauerland, Chief Financial Officer of Progressive (PGR), had 3,546.369 performance-based restricted stock units (RSUs vest) on 2026-02-20. The award shows an acquisition at $0.00 (award/grant).
• To satisfy tax withholding, 1,568 shares were withheld/disposed at $202.27 per share, generating approximately $317,159. The net shares delivered after withholding equal 1,978.369 shares (3,546.369 − 1,568).
• This is an award vesting event (not an open-market purchase or a discretionary sale); the share withholding is routine tax withholding rather than a market-driven sale.

Key Details

• Transaction dates and prices: 2026-02-20 — Award: 3,546.369 shares @ $0.00 (code A); Tax withholding: 1,568 shares @ $202.27 (code F), proceeds ~$317,159.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Footnote: F1 — Shares issued pursuant to vesting of performance-based RSU awards granted in 2023, including dividend equivalents accrued since grant date.
• Filing timeliness: Filing was submitted 2026-02-24 for a 2026-02-20 transaction (filed within the normal SEC Form 4 reporting window).

Context

• Awards (A) reflect compensation vesting and do not by themselves signal buying or selling intent. The F-code withholding is a common method to satisfy tax obligations and is not an open-market sale.
• For retail investors tracking insider activity, this is routine executive compensation processing rather than a directional trade.