Other Information.
−Removed: • During the three months ended September 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: (c) Insider Trading Arrangements
+Added: During the first quarter 2024, certain executive officers, as listed below, entered into Rule 10b5-1 trading arrangements that are intended to satisfy the affirmative defense of Rule 10b5-1(c).
+Added: The plans provide for:
+Added: i) the sale of a portion of the shares upon vesting pursuant to certain outstanding equity awards previously granted to the applicable executive officer, excluding any shares withheld by the company to satisfy tax withholding obligations (see the 2024 Proxy Statement for a description of the company’s equity compensation plans) and, ii) for certain executives, the sale and/or gift of additional shares held by the applicable executive, some of which may have been the result of a prior vesting event.
+Added: Below are the details of each executive's Rule 10b5-1 trading arrangement:
+Added: Executive Officer Title Date Entered Date Expires* Additional Shares
+Added: Bauer Chief Investment Officer 3/18/2024 9/3/2024 2,047
+Added: Broz Chief Information Officer 1/26/2024 11/1/2024 16,511
+Added: Susan Patricia Griffith President and Chief Executive Officer 2/28/2024 2/28/2025 13,359
+Added: Lori Niederst Customer Relationship Management President 2/28/2024 12/31/2024 0
+Added: Quigg Chief Strategy Officer 1/25/2024 2/3/2025 0
+Added: Sauerland Vice President and Chief Financial Officer 2/28/2024 2/28/2025 20,000
+Added: * subject to the plan’s earlier expiration or completion in accordance with its terms.
+Added: Additional Information
President and CEO Susan Patricia Griffith’s quarterly letter to shareholders is included as Exhibit 99 to this Quarterly Report on Form 10-Q and in our online shareholders’ report located on our investor relations website at:
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THE PROGRESSIVE CORPORATION
−Removed: October 31, 2023 By:
+Added: May 6, 2024 By:
Vice President and Chief Financial Officer
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Previously Filed with SEC
+Added: 10 10.1 Form of Restricted Stock Unit Award Agreement for Time-Based Awards (for 2024)
+Added: Filed herewith
+Added: 10 10.2 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Performance Versus Market) (for 2024)
+Added: Filed herewith
+Added: 10 10.3 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Investment Results) (for 2024)
+Added: Filed herewith
+Added: 10 10.4 Form of Restricted Stock Unit Award Agreement for Special Time/Performance-Based Award (for 2024)
+Added: Filed herewith
+Added: 10 10.5 2024 Progressive Capital Management Annual Incentive Plan
+Added: Filed herewith
31 31.1 Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer, Susan Patricia Griffith
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.