Callahan Patrick K 4

What Happened Patrick K. Callahan, Personal Lines President at Progressive (PGR), had 29,851.9 performance-based restricted stock units vest on 2026-07-24 (award code A). To cover tax withholding related to the vesting, 12,578 shares were surrendered/disposed (code F) at a reported value of $211.90 per share, totaling $2,665,278. Net shares delivered to Callahan after withholding: 17,273.9.

Key Details

• Transaction date: 2026-07-24; Form 4 filed: 2026-07-28.
• Award: 29,851.9 shares issued at $0.00 (vesting of RSUs).
• Tax withholding (disposition): 12,578 shares at $211.90 = $2,665,278. (code F)
• Net shares retained by insider: 17,273.9 (29,851.9 issued − 12,578 withheld).
• Footnote: These shares were issued pursuant to the vesting of 2023 performance-based RSU awards and include accrued dividend equivalents (Footnote F1).
• Filing timing: Form 4 shows the transaction date 7/24 and filing date 7/28 (within the typical two-business-day Form 4 reporting window for a 7/24 transaction).

Context

• This was a compensation-related vesting event (RSUs), not an open-market purchase or a voluntary sale; the withheld shares were used to satisfy tax obligations rather than signal a market view.
• For retail investors, such vesting and withholding are common and routine executive compensation mechanics; they are informative about award realization but do not necessarily imply buy/sell intent.