Item 5. Other Information
Item 5. Other Information.
(c) Insider Trading Arrangements
During the second quarter 2024, John Murphy , Claims President , entered into a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c). The plan provides for: i) the sale of all of the shares upon vesting pursuant to certain outstanding equity awards previously granted to Mr. Murphy, 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) the gifting of 500 shares held by Mr. Murphy, some of which may have been the result of a prior vesting event. The arrangement will expire February 28, 2025 , subject to the arrangement’s earlier expiration or completion in accordance with its terms. This plan was entered into on May 16, 2024 .
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: investors.progressive.com/financials.
55
Item 6. Exhibits.
See exhibit index contained herein beginning on page 58, wh ich is incorporated by reference from information with respect to this item.
56
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
THE PROGRESSIVE CORPORATION
(Registrant)
Date:
August 5, 2024 By: /s/ John P. Sauerland
John P. Sauerland
Vice President and Chief Financial Officer
57
EXHIBIT INDEX
Exhibit No.
Under
Reg. S-K,
Item 601 Form 10-Q
Exhibit
Number Description of Exhibit If Incorporated by Reference,
Documents with Which Exhibit was
Previously Filed with SEC
10(iii) 10.1 Form of Restricted Stock Award Agreement under The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan (for 2024)
Filed herewith
10(iii) 10.2 First Amendment to T he Progressive Corporation Executive Deferred Compensation Plan (2018 Amendment and Restatement)
Filed herewith
10(iii) 10.3 The Progressive Corporation Executive Separation Allowance Plan (2024 Amendment and Restatement)
Filed herewith
31 31.1 Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer, Susan Patricia Griffith
Filed herewith
31 31.2 Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer, John P. Sauerland
Filed herewith
32 32.1 Section 1350 Certification of the Principal Executive Officer, Susan Patricia Griffith
Furnished herewith
32 32.2 Section 1350 Certification of the Principal Financial Officer, John P. Sauerland
Furnished herewith
99 99 Letter to Shareholders from Susan Patricia Griffith, President and Chief Executive Officer (Regulation FD Disclosure)
Furnished herewith
101 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document Filed herewith
101 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith
101 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith
101 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith
101 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith
101 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith
104 104 Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document) Filed herewith
58