PROGRESSIVE CORP/OH/ — Director's Dealing 2022

Mar 21, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2022-03-18

Reporting Person: Griffith Susan Patricia (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-18	Common	S	46735	$110.2618	Disposed	373133.865	Direct
2022-03-18	Common	G	5000	—	Disposed	368133.865	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-19	Restricted Stock Unit	$	A	26023	Acquired		Common (26023)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	15281.581	Indirect
Common	19058.906	Indirect
Common	91746.096	Indirect

Footnotes

F1: The transactions reported on this Form 4 was made pursuant to a 10b5-1 trading plan adopted by the reporting person as of April 23, 2021.

F2: The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $109.285 to $111.510, inclusive. The reporting person undertakes to provide to The Progressive Corporation, any security holder of The Progressive Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote 1.

F3: Held in a trust for the benefit of reporting person's spouse.

F4: Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.

F5: These units will vest in three equal annual installments on each of January 21, 2025, January 20, 2026 and January 19, 2027, subject to earlier vesting or forfeiture in accordance with the plan and the award agreement.

F6: Expiration Date is the same as the Date Exercisable.