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(c) Insider Trading Arrangements
−Removed: 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: During the first quarter 2025, 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:
−Removed: 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.
−Removed: 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: (i) 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 2025 Proxy Statement for a description of the company’s equity compensation plans) and, (ii) for three executives, the sale and/or gift 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.
Below are the details of each applicable Rule 10b5-1 trading arrangement:
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Additional or Specified Shares
−Removed: Bailo Commercial Lines President September 24, 2024 December 31, 2025 0
−Removed: Mariann Wojtkun Marshall Vice President and Chief Accounting Officer August 19, 2024 August 13, 2025 0
−Removed: Sauerland Vice President and Chief Financial Officer August 22, 2024 August 29, 2025 80,000
−Removed: Kelly Director September 24, 2024 June 30, 2025 10,000
+Added: Broz Chief Information Officer January 30, 2025 December 31, 2025 3,801
+Added: Susan Patricia Griffith President and Chief Executive Officer March 30, 2025 February 27, 2026 15,000
+Added: Remi Kent Chief Marketing Officer March 24, 2025 February 6, 2026 0
+Added: John Murphy Claims President March 20, 2025 February 2, 2026 8,000
+Added: Lori Niederst Customer Relationship Management President March 28, 2025 March 31, 2026 0
+Added: Quigg Chief Strategy Officer January 30, 2025 January 30, 2026 0
1 Subject to the plan’s earlier expiration or completion in accordance with its terms.
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THE PROGRESSIVE CORPORATION
−Removed: November 4, 2024 By:
+Added: May 5, 2025 By:
Vice President and Chief Financial Officer
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Previously Filed with SEC
−Removed: 3(ii) 3.1 Code of Regulations of The Progressive Corporation (as amended October 11, 2024)
+Added: 10 10.1 Form of Restricted Stock Unit Award Agreement for Time-Based Awards (for 2025)
Filed herewith
+Added: 10 10.2 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Performance Versus Market) (for 2025)
+Added: Filed herewith
+Added: 10 10.3 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Investment Results) (for 2025)
+Added: Filed herewith
+Added: 10 10.4 Form of Restricted Stock Unit Award Agreement for Special Time/Performance-Based Award (for 2025)
+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.