1 unchanged sentence
(c) Insider Trading Arrangements
−Removed: 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).
−Removed: The plan provides for:
−Removed: i) the sale of all of the shares upon vesting pursuant to certain outstanding equity awards previously granted to Mr.
−Removed: 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.
−Removed: Murphy, some of which may have been the result of a prior vesting event.
−Removed: The arrangement will expire February 28, 2025 , subject to the arrangement’s earlier expiration or completion in accordance with its terms.
−Removed: This plan was entered into on May 16, 2024 .
+Added: During the third quarter 2024, certain executive officers and a director entered into Rule 10b5-1 trading arrangements that are intended to satisfy the affirmative defense of Rule 10b5-1(c).
+Added: The executive officers’ plans provide for:
+Added: i) the sale of all 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 one executive, the sale of a certain amount of additional shares (see “Additional or Specified Shares” below) held by the applicable executive, that are not sold in connection with the vesting of an outstanding equity award (as described in i) above), some of which may have been the result of a prior vesting event for the executive.
+Added: The director’s plan provides for the sale of a specified amount of shares held by the director, some of which may have been the result of a prior vesting event.
+Added: Below are the details of each applicable Rule 10b5-1 trading arrangement:
+Added: Name Title Date Entered Date Expires 1
+Added: Additional or Specified Shares
+Added: Bailo Commercial Lines President September 24, 2024 December 31, 2025 0
+Added: Mariann Wojtkun Marshall Vice President and Chief Accounting Officer August 19, 2024 August 13, 2025 0
+Added: Sauerland Vice President and Chief Financial Officer August 22, 2024 August 29, 2025 80,000
+Added: Kelly Director September 24, 2024 June 30, 2025 10,000
+Added: 1 Subject to the plan’s earlier expiration or completion in accordance with its terms.
Additional Information
4 unchanged sentences
THE PROGRESSIVE CORPORATION
−Removed: August 5, 2024 By:
+Added: November 4, 2024 By:
Vice President and Chief Financial Officer
4 unchanged sentences
Previously Filed with SEC
−Removed: 10(iii) 10.1 Form of Restricted Stock Award Agreement under The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan (for 2024)
−Removed: Filed herewith
−Removed: 10(iii) 10.2 First Amendment to T he Progressive Corporation Executive Deferred Compensation Plan (2018 Amendment and Restatement)
−Removed: Filed herewith
−Removed: 10(iii) 10.3 The Progressive Corporation Executive Separation Allowance Plan (2024 Amendment and Restatement)
+Added: 3(ii) 3.1 Code of Regulations of The Progressive Corporation (as amended October 11, 2024)
Filed herewith
17 unchanged sentences
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.