PROGRESSIVE CORP/OH/·4

Apr 14, 11:37 AM ET

Craig Pamela J. 4

4 · PROGRESSIVE CORP/OH/ · Filed Apr 14, 2026

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Progressive (PGR) Director Pamela J. Craig Converts Shares to Deferred Units

What Happened Pamela J. Craig, a director of Progressive Corporation (PGR), converted 781 vested restricted common shares into an equal number of deferred compensation units on 2026-04-10 (reported as a disposition to the issuer and an acquisition of derivative units). The transaction shows $0 cash exchanged (781 shares @ $0.00). In addition, Craig acquired 3.584 additional units (derivative) on the same date, attributed to reinvested dividend equivalents. All reported items have $0 total value on the Form 4 because they reflect internal conversions/awards rather than open-market trades.

Key Details

  • Transaction date: 2026-04-10; Form 4 filed 2026-04-14 (appears timely within the SEC two-business-day window).
  • Reported entries: Disposition to issuer of 781 shares (D) @ $0.00; Grant/acquisition of 781 derivative units (A) @ $0.00; Grant/acquisition of 3.584 derivative units (A) @ $0.00.
  • Shares owned after the transaction: not specified in the provided data.
  • Notable footnotes:
    • F1: Reporting person elected to defer receipt of vested restricted shares; the restricted shares were exchanged for an equal number of deferred compensation units.
    • F2: Indicates a 1-for-1 exchange.
    • F3: Deferred units will be paid out in an equal number of Common Shares when the director elects or per plan rules.
    • F5: The 3.584 units were acquired via reinvestment of dividend equivalents and will be paid in cash when elected/per plan.
  • Transaction codes: D = disposition to issuer (internal conversion), A = grant/award (derivative units).

Context This was not an open-market sale or purchase: it was an internal conversion of vested restricted stock into deferred-compensation units and a small dividend-equivalent reinvestment—common for directors who defer compensation. Such conversions reflect election/tax planning and do not necessarily signal buy/sell intent in the market.

Insider Transaction Report

Form 4
Period: 2026-04-10
Transactions
  • Disposition to Issuer

    Common

    [F1]
    2026-04-107817,749 total
  • Award

    Phantom Stock Unit (rest. Stock)

    [F2][F3][F4]
    2026-04-10+7817,048.045 total
    Common (781 underlying)
  • Award

    Phantom Stock Unit (rest. Stock)

    [F2][F5][F4]
    2026-04-10+3.5847,051.629 total
    Common (3.584 underlying)
Footnotes (5)
  • [F1]The reporting person elected to defer receipt of previously granted restricted Common Shares upon vesting thereof. This Form 4 reports the disposition of such restricted shares in exchange for an equal number of units under the applicable deferred compensation plan.
  • [F2]1 for 1
  • [F3]These units will be paid out in an equal number of Common Shares at the time elected by the reporting person or at such other time determined in accordance with the plan.
  • [F4]Expiration Date is the same as the Date Exercisable.
  • [F5]These units, which were acquired upon the reinvestment of dividend equivalents, will be paid out in cash at the time elected by the reporting person or at such other time determined in accordance with the plan.
Signature
/s/ Allyson L. Bach, By Power of Attorney|2026-04-14

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT