What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-03 compared with 2024-02-26 · 113 added, 121 removed, 583 unchanged (29% of the section changed)

7 unchanged sentences

OTHER INFORMATION

On November 21, 2023 , Karen B.

Bailo , our Commercial Lines 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 shares vested during the duration of the plan pursuant to certain equity awards previously granted to Ms.

Bailo, excluding any shares withheld by the company to satisfy tax withholding obligations, and (ii) 3,212 shares of the company’s common stock.

Bailo’s plan will expire on November 29, 2024 , subject to the plan’s earlier expiration or completion in accordance with its terms.

On October 16, 2023 , Patrick K.

Callahan , our Personal Lines 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 the sale of all shares vested during the duration of the plan pursuant to certain equity awards previously granted to Mr.

Callahan, excluding any shares withheld by the company to satisfy tax withholding obligations.

Callahan’s plan will expire on September 30, 2024 , subject to the plan’s earlier expiration or completion in accordance with its terms.

President and CEO Susan Patricia Griffith’s annual letter to shareholders is included as Exhibit 99 to this Form 10-K.

(b) Insider Trading Arrangements

During the fourth quarter 2024, certain executive officers entered into Rule 10b5-1 trading arrangements that are intended to satisfy the affirmative defense of Rule 10b5-1(c).

The executive officers’ plans provide for the sale of all of the shares issued upon vesting for certain outstanding equity awards previously granted to the applicable executive officer, excluding any shares withheld by the company to satisfy tax withholding obligations (see our Proxy Statement, as defined below, for a description of the company’s equity compensation plans).

Below are the details of each applicable Rule 10b5-1 trading arrangement:

Name Title Date Entered Date Expires 1

Bauer Chief Investment Officer November 18, 2024 September 2, 2025

Callahan Personal Lines President November 18, 2024 October 1, 2025

1 Subject to the plan’s earlier expiration or completion in accordance with its terms.

Additional Information

President and CEO Susan Patricia Griffith’s annual letter to shareholders is included as Exhibit 99 to this Form 10-K and in our online shareholders’ report located on our investor relations website at:

investors.progressive.com/financials.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

8 unchanged sentences

Bailo 57 Commercial Lines President since October 2020;

Commercial Lines Acquisition and Small Business General Manager from January 2020 to September 2020;

Commercial Lines Controller prior to January 2020

Bauer 46 Chief Investment Officer since January 2020;

Portfolio Manager prior to January 2020

Commercial Lines Acquisition and Small Business General Manager prior to October 2020

Bauer 47 Chief Investment Officer

Broz 54 Chief Information Officer

1 unchanged sentence

Clawson II 55 Chief Human Resources Officer since December 2021;

Compensation and Benefits Business Leader from November 2019 to December 2021;

Product Manager prior to November 2019

Compensation and Benefits Business Leader prior to December 2021

Remi Kent 49 Chief Marketing Officer since November 2021;

Senior Vice President and Global Chief Marketing Officer of the Consumer Business Group of 3M Company (global manufacturing and technology company) from January 2020 to October 2021;

Global Business Director for Post-It ® and Scotch ® Brands of 3M Company prior to January 2020

Mariann Wojtkun Marshall 61 Vice President and Chief Accounting Officer since March 2019;

Director of Financial Reporting – GAAP prior to March 2019;

Assistant Secretary

Senior Vice President and Global Chief Marketing Officer of the Consumer Business Group of 3M Company (global manufacturing and technology company) prior to November 2021

Mariann Wojtkun Marshall 62 Vice President, Chief Accounting Officer, and Assistant Secretary

John Murphy 55 Claims President since December 2021;

6 unchanged sentences

Delinquent Section 16(a) Reports .

Any delinquent filings (if applicable) are incorporated by reference from the “Security Ownership of Certain Beneficial Owners and Management - Delinquent Section 16(a) Reports” section of the Proxy Statement.

Code of Ethics.

6 unchanged sentences

There were no material changes during 2024 to Progressive’s procedures by which a shareholder can recommend a director candidate.

The description of those procedures is incorporated by reference from the “Other Matters - Procedures for Recommendations and Nominations of Directors and Shareholder Proposals - To Recommend a Candidate for our Board of Directors” section of the Proxy Statement.

Audit Committee.

Incorporated by reference from the “Other Board of Directors Information - Board Committees - Audit Committee” section of the Proxy Statement.

Incorporated by reference from the “Other Board of Directors Information - Board Committees - Audit Committee” section of our Proxy Statement.

Financial Expert.

Incorporated by reference from the “Other Board of Directors Information - Board Committees - Audit Committee” section of the Proxy Statement.

Incorporated by reference from the “Other Board of Directors Information - Board Committees - Audit Committee” section of our Proxy Statement.

Insider Trading Policies and Procedures.

Progressive has adopted insider trading policies and procedures, which are included as Exhibit 19 to this Form 10-K and discussion of which is incorporated by reference from the “Other Matters - Insider Trading Policies and Procedures” section of our Proxy Statement.

EXECUTIVE COMPENSATION

Incorporated by reference from the sections of the Proxy Statement entitled “Compensation Discussion and Analysis,” “Executive Compensation,” “Director Compensation,” “Other Board of Directors Information - Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report,” and “Compensation Programs and Risk Management.”

Incorporated by reference from the sections of our Proxy Statement entitled “Compensation Discussion and Analysis,” “Executive Compensation,” “Director Compensation,” “Other Board of Directors Information - Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report,” and “Compensation Programs and Risk Management.”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information regarding ownership of Common Shares by certain beneficial owners and management is incorporated by reference from the section of the Proxy Statement entitled “Security Ownership of Certain Beneficial Owners and Management.”

The following information is set forth with respect to our equity compensation plans at December 31, 2024.

15 unchanged sentences

NA 10,162,765 3

2015 Equity Incentive Plan 2,483,840 2

Director Plans :

5 unchanged sentences

2 Reflects restricted stock unit awards, including reinvested dividend equivalents, under which, upon vesting, the holder has the right to receive common shares on a one-to-one basis.

Performance-based restricted stock unit awards, including dividend equivalents, of 557,119 units are included under the 2015 Equity Incentive Plan at their target value.

Maximum potential payout for the performance awards outstanding under the 2015 Equity Incentive Plan was 1,370,877.

Reflects the target value of 447,477 and 342 units of outstanding performance-based restricted stock unit awards, including dividend equivalents, under our 2015 and 2024 Equity Incentive Plans, respectively.

The maximum potential payout for these awards was 1,105,178 and 855 units under the 2015 and 2024 Equity Incentive Plans, respectively.

For a description of the performance-based awards, including the performance measurement and vesting ranges, see Note 9 — Employee Benefit Plans in our Annual Report.

3 Gives effect to reservation of common shares subject to performance-based awards at maximum potential payout.

4 Reflects Progressive’s Amended and Restated 2017 Directors Equity Incentive Plan that was approved by shareholders in 2022 and increased the authorized shares by 150,000 under this plan.

4 Reflects our Amended and Restated 2017 Directors Equity Incentive Plan that was approved by shareholders in 2022 and increased the originally authorized shares by 150,000.

Information regarding ownership of Common Shares by certain beneficial owners and management is incorporated by reference from the section of our Proxy Statement entitled “Security Ownership of Certain Beneficial Owners and Management.”

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Incorporated by reference from the section of the Proxy Statement entitled “Other Board of Directors Information - Board of Directors Independence Determinations,” and “Other Board of Directors Information - Transactions with Related Persons.”

Incorporated by reference from the section of our Proxy Statement entitled “Other Board of Directors Information - Transactions with Related Persons” and “Other Board of Directors Information - Board of Directors Independence Determinations.”

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Incorporated by reference from the section of the Proxy Statement entitled “Other Independent Registered Public Accounting Firm Information.”

Incorporated by reference from the section of our Proxy Statement entitled “Other Independent Registered Public Accounting Firm Information.”

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

34 unchanged sentences

Asset-backed securities 13,003 12,596 12,596

Redeemable preferred stocks 187.7 173.7 173.7

Total fixed maturities 77,126 75,332 75,332

22 unchanged sentences

Deferred compensation 1

20.4 25.3 8.8

Other operating costs and expenses 8 8 7

19 unchanged sentences

Liabilities and Shareholders’ Equity

Dividends payable on common shares $ 2,695 $ 498

Accounts payable, accrued expenses, and other liabilities 387 660

6,888.6 6,388.3

Total liabilities 9,975 8,047

Serial Preferred Shares (authorized 20.0 )

Serial Preferred Shares, Series B, no par value (cumulative, liquidation preference of $ 1,000 per share) (authorized, issued, and outstanding 0.5 ) 2

Serial Preferred Shares, Series B, no par value (cumulative, liquidation preference of $ 1,000 per share) (authorized, issued, and outstanding 0 and 0.5 )

Common shares, $ 1.00 par value (authorized 900 ;

5 unchanged sentences

Total liabilities and shareholders’ equity $ 35,566 $ 28,324

1 Consists of long-term debt.

See Note 4 – Debt in our Annual Report for further discussion.

2 See Note 7 – Subsequent Event in these condensed financial statements.

1 Consists solely of long-term debt.

See Note 4 – Debt in the Annual Report for further discussion.

See notes to condensed financial statements.

17 unchanged sentences

Received from (paid to) investment subsidiary ( 2,021 ) 307 ( 716 )

Acquisition of Protective Insurance Corporation 0 0 ( 337.5 )

Net cash provided by (used in) investing activities ( 314.2 ) ( 1,514.4 ) 1,784.8

Net cash used in investing activities ( 2,203 ) ( 314 ) ( 1,514 )

Cash Flows From Financing Activities:

Redemption of preferred shares ( 500 ) 0 0

Dividends paid to common shareholders ( 674 ) ( 234 ) ( 234 )

3 unchanged sentences

Net proceeds from debt issuance 0 496 1,486

Payments of debt 0 0 ( 500.0 )

Net cash provided by (used in) financing activities ( 1,316 ) 78 1,126

5 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

The accompanying condensed financial statements of The Progressive Corporation (parent company) should be read in conjunction with the consolidated financial statements and notes thereto in the Annual Report to Shareholders of The Progressive Corporation and its subsidiaries, which is included as Exhibit 13 to this Form 10-K.

The accompanying condensed financial statements of The Progressive Corporation (parent company) should be read in conjunction with the consolidated financial statements and notes thereto in the Annual Report, which is included as Exhibit 13 to this Form 10-K.

Statements of Cash Flows — For the purpose of the condensed statements of cash flows, cash includes only bank demand deposits.

1 unchanged sentence

At December 31, 2024, 2023, and 2022, $ 6.2 billion, $ 4.2 billion, and $ 4.4 billion, respectively, of marketable securities were available in this subsidiary;

a portion of these securities were used to pay the $ 2.7 billion common share dividends accrued at December 31, 2024.

For the years ended December 31, non-cash activity included the following:

2 unchanged sentences

$ 2,695 $ 498 $ 58

Preferred share dividends 1

1 Declared but unpaid.

Preferred share dividends and redemption 1

1 Includes declared but unpaid dividends and unpaid excise taxes on redemption.

See Note 14 – Dividends in the Annual Report for further discussion.

2 unchanged sentences

Income taxes 1

$ 2,540 $ 800 $ 705

Interest 276 265 229

1 The increase in income taxes paid in 2024 was primarily driven by higher profitability, compared to the prior years.

Income Taxes — The Progressive Corporation files a consolidated federal income tax return with its eligible subsidiaries and acts as an agent for the consolidated tax group when making payments to the Internal Revenue Service.

The Progressive Corporation consolidated group’s net income taxes currently payable/recoverable are included in other liabilities/assets, respectively, in the accompanying condensed balance sheets based on the balance at the end of the year.

The Progressive Corporation consolidated group’s net income taxes currently payable/recoverable are included in accounts payable, accrued expenses, and other liabilities or other assets, respectively, in the accompanying condensed balance sheets based on the balance at the end of the year.

The Progressive Corporation and its eligible subsidiaries have adopted, pursuant to a written agreement, a method of allocating consolidated federal income taxes.

Amounts allocated to the eligible subsidiaries under the written agreement are included in intercompany receivable in the accompanying condensed balance sheets.

Debt — The information relating to debt is incorporated by reference from Note 4 – Debt in our Annual Report.

Employee Benefit Plans — The information relating to incentive compensation and deferred compensation plans is incorporated by reference from Note 9 – Employee Benefit Plans in our Annual Report.

Other Comprehensive Income (Loss) — On the condensed statements of comprehensive income, other comprehensive income (loss) represents activity of the subsidiaries of The Progressive Corporation and includes net unrealized gains (losses) on fixed-maturity securities, net unrealized losses on forecasted transactions, and foreign currency translation adjustments.

Dividends — The information relating to our dividend policy is incorporated by reference from Note 14 – Dividends in our Annual Report.

Subsequent Event — Pursuant to authorization from our Board of Directors, we redeemed all of the outstanding Serial Preferred Shares, Series B, at the stated amount of $ 1,000 per share, for an aggregate payout of $ 507.8 million, including accrued and unpaid dividends to, but excluding, February 22, 2024, which is the redemption date.

Debt — The information relating to debt is incorporated by reference from Note 4 – Debt in the Annual Report.

Employee Benefit Plans — The information relating to incentive compensation and deferred compensation plans is incorporated by reference from Note 9 – Employee Benefit Plans in the Annual Report.

Dividends — The information relating to our dividend policy is incorporated by reference from Note 14 – Dividends in the Annual Report.

Accrued dividends are recorded as dividends payable on common shares on our condensed balance sheets;

the prior year common share dividend accrual was reclassified into this line item from accounts payable, accrued expenses, and other liabilities to conform to the current year presentation.

SCHEDULE III — SUPPLEMENTARY INSURANCE INFORMATION

8 unchanged sentences

settlement expenses Amortization

acquisition costs Other

operating expenses 1

acquisition costs Other operating expenses 1

Year ended December 31, 2024:

Personal Lines 3

$ 60,091 $ 41,443 $ 4,360 $ 8,341 $ 63,470

Commercial Lines 10,707 7,610 1,023 1,109 10,953

Property 2,551.4 1,776.3 491.0 281.4 2,830.6

Other indemnity 1 7 0 12 1

2 unchanged sentences

Personal Lines 3

$ 48,765 $ 37,749 $ 3,660 $ 5,211 $ 51,412

Commercial Lines 9,899 7,900 1,005 1,020 10,138

Property 2,270.0 1,891.3 411.1 235.3 2,401.7

Other indemnity 1 6 0 11 0

2 unchanged sentences

Personal Lines 3

$ 40,150 $ 31,572 $ 3,003 $ 4,904 $ 41,680

Commercial Lines 9,088 6,545 913 948 9,399

Property 2,042.5 1,764.6 362.9 253.0 2,216.2

Other indemnity 3 6 1 7 2

4 unchanged sentences

2 Excludes total net realized gains (losses) on securities.

3 Beginning in the fourth quarter 2024, our Personal Lines segment includes insurance for personal autos, special lines products (e.g., recreational vehicles, such as motorcycles, RVs, and watercraft), and personal property insurance, which includes insurance for homeowners and renters, umbrella insurance, and flood products.

Personal Lines information for 2023 and 2022 was recast to include our personal property insurance products;

these products were reported separately in prior years.

SCHEDULE IV — REINSURANCE

15 unchanged sentences

To the Board of Directors and Shareholders of The Progressive Corporation

Our audits of the consolidated financial statements referred to in our report dated February 26, 2024 appearing in the 2023 Annual Report to Shareholders of The Progressive Corporation (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the schedule of summary of investments – other than investments in related parties as of December 31, 2023, the schedule of condensed financial information of registrant, which includes the condensed balance sheets as of December 31, 2023 and 2022 and the condensed statements of comprehensive income and of cash flows for each of the three years in the period ended December 31, 2023, and the related notes to the condensed financial statements, the schedule of supplementary insurance information for each of the three years in the period ended December 31, 2023, and the schedule of reinsurance for each of the three years in the period ended December 31, 2023 (collectively “the financial statement schedules”) listed in Item 15(a)(2) of this Form 10-K.

Our audits of the consolidated financial statements referred to in our report dated March 3, 2025 appearing in the 2024 Annual Report to Shareholders of The Progressive Corporation (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedules listed in Item 15(a)(2) of this Form 10-K.

In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

1 unchanged sentence

Cleveland, Ohio

February 26, 2024

March 3, 2025

FORM 10-K SUMMARY

2 unchanged sentences

THE PROGRESSIVE CORPORATION

February 26, 2024 By:

March 3, 2025 By:

/s/ Susan Patricia Griffith

2 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Susan Patricia Griffith Director, President and Chief Executive Officer February 26, 2024

/s/ Susan Patricia Griffith Director, President and Chief Executive Officer March 3, 2025

Susan Patricia Griffith

Sauerland Vice President and Chief Financial Officer February 26, 2024

/s/ Mariann Wojtkun Marshall Vice President and Chief Accounting Officer February 26, 2024

Sauerland Vice President and Chief Financial Officer March 3, 2025

/s/ Mariann Wojtkun Marshall Vice President and Chief Accounting Officer March 3, 2025

Mariann Wojtkun Marshall

* Chairperson of the Board February 26, 2024

* Director February 26, 2024

* Chairperson of the Board March 3, 2025

* Director March 3, 2025

Philip Bleser

* Director February 26, 2024

* Director March 3, 2025

Kahina Van Dyke

Stringer, by signing his name hereto, does sign this document on behalf of the persons indicated above pursuant to powers of attorney duly executed by such person.

Stringer February 26, 2024

Stringer March 3, 2025

Attorney-in-fact

6 unchanged sentences

Exhibit 3.1 therein)

3.2 Code of Regulations of The Progressive Corporation (as amended May 7, 2021)

Quarterly Report on Form 10-Q (filed on August 3, 2021;

3.2 Code of Regulations of The Progressive Corporation (as amended October 11, 2024)

Quarterly Report on Form 10-Q (filed on November 4, 2024;

Exhibit 3.1 therein)

4 4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Filed herewith

4 4.2 Form of certificate representing Series B Fixed-to-Floating Rate Cumulative Perpetual Serial Preferred Shares

Current Report on Form 8-K (filed on March 14, 2018;

Annual Report on Form 10-K (filed on February 26, 2024;

Exhibit 4.1 therein)

121 unchanged sentences

Exhibit 4.1 therein)

4 4.35 Amendment to Discretionary Line Documents - Discretionary Line of Credit from PNC Bank, National Association to T he Progressive Corporation (2023 Amendment)

4 4.34 Amendment to Discretionary Line Documents - Discretionary Line of Credit from PNC Bank, National Association to The Progressive Corporation (2023 Amendment)

Quarterly Report on Form 10-Q (filed on May 2, 2023;

Exhibit 4.1 therein)

4 4.36 Form of Amended and Restated Discretionary Line of Credit Note from The Progressive Corporation to PNC Ba nk, National Association

4 4.35 Form of Amended and Restated Discretionary Line of Credit Note from The Progressive Corporation to PNC Bank, National Association

Quarterly Report on Form 10-Q (filed on May 2, 2023;

5 unchanged sentences

Exhibit 10.1 therein)

10.3 Form of Restricted Stock Unit Award Agreement for 2020 Time-Based Awards (Executive Officers) under T he Progressive Corporation 2015 Equity Incentive Plan (for 2020)

Current Report on Form 8-K (filed on March 26, 2020;

10.3 The Progressive Corporation 2024 Equity Incentive Plan

Current Report on Form 8-K (filed on May 14, 2024;

Exhibit 10 therein)

10.4 Form of Restricted Stock Unit Award Agreement for Time-Based Awards under The Progressive Corporation 2015 Equity Incentive Plan (for 2023)

10.4 Form of Restricted Stock Unit Award Agreement for Time-Based Awards (for 2024)

Quarterly Report on Form 10-Q (filed on May 6, 2024;

3 unchanged sentences

Exhibit 10.1 therein)

10.6 Form of Restricted Stock Unit Award Agreement for 2021 Time-Based Awards under T he Progressive Corporation 2015 Equity Incentive Plan (for 2021)

Current Report on Form 8-K (filed on March 25, 2021;

10.6 Form of Restricted Stock Unit Award Agreement for Time-Based Awards under The Progressive Corporation 2015 Equity Incentive Plan (for 2022)

Quarterly Report on Form 10-Q (filed on May 2, 2022;

Exhibit 10.1 therein)

3 unchanged sentences

Which Exhibit was Previously Filed with SEC

10.7 Form of Restricted Stock Unit Award Agreement for 2020 Time-Based Awards under T he Progressive Corporation 2015 Equity Incentive Plan (for 2020)

10.7 Form of Restricted Stock Unit Award Agreement for 2021 Time-Based Awards under The Progressive Corporation 2015 Equity Incentive Plan (for 2021)

Current Report on Form 8-K (filed on March 25, 2021;

Exhibit 10.1 therein)

10.8 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards ( Performance Versus Market ) under The Progressive Corporation 2015 Equity Incentive Plan (for 2023)

10.8 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Performance Versus Market) (for 2024)

Quarterly Report on Form 10-Q (filed on May 6, 2024;

4 unchanged sentences

10.10 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Performance Versus Market) under The Progressive Corporation 2015 Equity Incentive Plan (for 2022)

Current Report on Form 8-K (filed on March 25, 2021;

Quarterly Report on Form 10-Q (filed on May 2, 2022;

Exhibit 10.2 therein)

10.11 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Investment Results) under The Progressive Corporation 2015 Equity Incentive Plan (for 2023)

10.11 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Investment Results) (for 2024)

Quarterly Report on Form 10-Q (filed on May 6, 2024;

3 unchanged sentences

Exhibit 10.3 therein)

10.13 Form of Restricted Stock Unit Award Agreement for 2021 Performance-Based Awards (Investment Results) under The Progressive Corporation 2015 Equity Incentive Plan (for 2021)

Current Report on Form 8-K (filed on March 25, 2021;

10.13 Form of Restricted Stock Unit Award Agreement for Special Time/Performance-Based Award (for 2024)

Quarterly Report on Form 10-Q (filed on May 6, 2024;

Exhibit 10.4 therein)

1 unchanged sentence

1 to Certain Restricted Stock Unit Award Agreements

Filed herewith

10.15 Form of Restricted Stock Unit Award Agreement for Special Time/Performance-Based Award under The Progressive Corporation 2015 Equity Incentive Plan (for 2023)

Quarterly Report on Form 10-Q (filed on May 2, 2023;

Annual Report on Form 10-K (filed on February 26, 2024;

Exhibit 10.14 therein)

2 unchanged sentences

Exhibit 10 therein)

10.17 Form of Restricted Stock Award Agreement under T he Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan (for 2023)

10.16 Form of Restricted Stock Award Agreement under The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan (for 2024)

Quarterly Report on Form 10-Q (filed on August 5, 2024;

8 unchanged sentences

Exhibit 4.4 therein)

EXHIBIT INDEX

Description of Exhibit

If Incorporated by Reference, Documents with

Which Exhibit was Previously Filed with SEC

10.19 Second Amendment to The Progressive Corporation Executive Deferred Compensation Plan (2003 Amendment and Restatement)

10 unchanged sentences

Exhibit 4.7 therein)

EXHIBIT INDEX

Description of Exhibit

If Incorporated by Reference, Documents with

Which Exhibit was Previously Filed with SEC

10.22 The Progressive Corporation Executive Deferred Compensation Plan (2008 Amendment and Restatement)

26 unchanged sentences

Exhibit 10 therein)

10.30 First Amendment to The Progressive Corporation Executive Deferred Compensation Plan (2018 Amendment and Restatement)

Quarterly Report on Form 10-Q (filed on August 5, 2024;

Exhibit 10.2 therein)

10.31 The Progressive Corporation Executive Deferred Compensation Trust (November 8, 2002 Amendment and Restatement)

18 unchanged sentences

Exhibit 4.27 therein)

EXHIBIT INDEX

Description of Exhibit

If Incorporated by Reference, Documents with

Which Exhibit was Previously Filed with SEC

10.36 Fifth Amendment to The Progressive Corporation Executive Deferred Compensation Trust

10 unchanged sentences

Exhibit 4.30 therein)

EXHIBIT INDEX

Description of Exhibit

If Incorporated by Reference, Documents with

Which Exhibit was Previously Filed with SEC

10.39 Eighth Amendment to The Progressive Corporation Executive Deferred Compensation Trust (2002 Amendment and Restatement)

22 unchanged sentences

10.47 The Progressive Corporation Executive Separation Allowance Plan (2024 Amendment and Restatement)

Quarterly Report on Form 10-Q (filed on May 4, 2021;

Exhibit 10.4 therein)

10.48 First Amendment to The Progressive Corporation Executive Separation Allowance Plan (2021 Amendment and Restatement)

Quarterly Report on Form 10-Q (filed on August 5, 2024;

Exhibit 10.3 therein)

10.49 Second Amendment to The Progressive Corporation Executive Separation Allowance Plan (2021 Amendment and Restatement)

Quarterly Report on Form 10-Q (filed on May 2, 2022;

Exhibit 10.5 therein)

10.50 Chief Marketing Officer Offer Letter

Annual Report on Form 10-K (filed on February 28, 2022;

Exhibit 10.49 therein)

13 13 The Progressive Corporation 202 3 Annual Report to Shareholders

10.48 2025 Progressive Capital Management Annual Incentive Plan

Filed herewith

13 13 Annual Report to Shareholders of The Progressive Corporation and subsidiaries for the year ended December 31, 2024

Filed herewith

19 19 The Progressive Corporation Insider Trading Policy

Filed herewith

21 21 Subsidiaries of The Progressive Corporation

6 unchanged sentences

Filed herewith

EXHIBIT INDEX

Description of Exhibit

If Incorporated by Reference, Documents with

Which Exhibit was Previously Filed with SEC

31 31.2 Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer, John P.

5 unchanged sentences

97 97 The Progressive Corporation Dodd-Frank Clawback Policy

Filed herewith

Annual Report on Form 10-K (filed on February 26, 2024;

Exhibit 97 therein)

99 99 Letter to Shareholders from Susan Patricia Griffith, President and Chief Executive Officer

Filed herewith

EXHIBIT INDEX

Description of Exhibit

If Incorporated by Reference, Documents with

Which Exhibit was Previously Filed with SEC

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.

13 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.

What changed 10-K

Item 9A. Controls and Procedures