Form 4: Progressive Director Barbara Snyder Reports Future Share Transactions from Deferral Plan

Progressive Corporation Director Barbara R. Snyder reported future transactions effective July 1, 2025, involving the acquisition of common shares from a deferred stock plan and the disposition of a smaller number of shares related to cash distributions of dividend equivalents.

Summary

• Director Barbara R. Snyder of Progressive Corp. reported changes in beneficial ownership of securities, effective July 1, 2025.
• The transactions were made pursuant to a Rule 10b5-1 plan, indicating a pre-arranged contract for the purchase or sale of equity securities.
• Snyder acquired 774.1134 common shares at a price of $0, resulting from the distribution of previously deferred restricted shares under a director deferral plan.
• Concurrently, 774.1134 phantom stock units were disposed of, converting into the common shares acquired.
• Snyder also disposed of 56.1134 common shares at a price of $265.488, which were distributed as cash from related dividend equivalent units under the same deferral plan.
• Following these transactions, Snyder's direct beneficial ownership of common shares will be 10,696.479, and phantom stock units will be 21,033.7002.

Sentiment

Score: 5

Explanation: The filing reports routine transactions by a director under a pre-existing deferral plan, which are not indicative of positive or negative sentiment regarding the company's performance.

Positives

• Increased direct beneficial ownership of common shares by 718.00 (774.1134 acquired 56.1134 disposed) through a pre-arranged director deferral plan.
• The transactions are part of a Rule 10b5-1 plan, which indicates a pre-scheduled, non-discretionary trading arrangement.

Negatives

• Disposition of 56.1134 common shares at $265.488, which were distributed as cash from dividend equivalents, reducing the total common share count.

Future Outlook

Units deferred from restricted Common Shares upon vesting will be distributed in an equivalent number of Common Shares at the time elected by the reporting person or at such other time determined in accordance with the deferral plan. Units 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 deferral plan.

Management Comments

• Reflects a distribution under a director deferral plan pursuant to previously made elections.
• In accordance with the plan, the restricted shares originally deferred were distributed in the form of Common Shares and all related dividend equivalent units were distributed in the form of cash.

Industry Context

N/A

Stakeholder Impact

• Minimal direct impact on shareholders as these are routine, pre-arranged transactions by a director under a compensation plan, not open market purchases or sales based on new information. The transactions are part of a pre-existing Rule 10b5-1 plan, which aims to avoid insider trading concerns.

Key Dates

Keywords

Progressive Corp, PGR, Form 4, insider trading, beneficial ownership, director, stock plan, deferred compensation, phantom stock, Rule 10b5-1