Item 5. Other Information
Item 5. Other Information.
(c) Insider Trading Arrangements
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: (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:
Name Title Date Entered Date Expires 1
Additional or Specified Shares
Steven A. Broz Chief Information Officer January 30, 2025 December 31, 2025 3,801
Susan Patricia Griffith President and Chief Executive Officer March 30, 2025 February 27, 2026 15,000
Remi Kent Chief Marketing Officer March 24, 2025 February 6, 2026 0
John Murphy Claims President March 20, 2025 February 2, 2026 8,000
Lori Niederst Customer Relationship Management President March 28, 2025 March 31, 2026 0
Andrew J. 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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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.
Item 6. Exhibits.
See exhibit index contained herein beginning on page 51, wh ich is incorporated by reference from information with respect to this item.
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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:
May 5, 2025 By: /s/ John P. Sauerland
John P. Sauerland
Vice President and Chief Financial Officer
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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 10.1 Form of Restricted Stock Unit Award Agreement for Time-Based Awards (for 2025)
Filed herewith
10 10.2 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Performance Versus Market) (for 2025)
Filed herewith
10 10.3 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Investment Results) (for 2025)
Filed herewith
10 10.4 Form of Restricted Stock Unit Award Agreement for Special Time/Performance-Based Award (for 2025)
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
51