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(c) Insider Trading Arrangements
−Removed: 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).
−Removed: The executive officers’ plans provide for:
−Removed: (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.
−Removed: Below are the details of each applicable Rule 10b5-1 trading arrangement:
−Removed: Name Title Date Entered Date Expires 1
−Removed: Additional or Specified Shares
−Removed: Broz Chief Information Officer January 30, 2025 December 31, 2025 3,801
−Removed: Susan Patricia Griffith President and Chief Executive Officer March 30, 2025 February 27, 2026 15,000
−Removed: Remi Kent Chief Marketing Officer March 24, 2025 February 6, 2026 0
−Removed: John Murphy Claims President March 20, 2025 February 2, 2026 8,000
−Removed: Lori Niederst Customer Relationship Management President March 28, 2025 March 31, 2026 0
−Removed: Quigg Chief Strategy Officer January 30, 2025 January 30, 2026 0
−Removed: 1 Subject to the plan’s earlier expiration or completion in accordance with its terms.
+Added: During the second quarter 2025, no director or executive officer adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Additional Information
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THE PROGRESSIVE CORPORATION
−Removed: May 5, 2025 By:
+Added: August 4, 2025 By:
Vice President and Chief Financial Officer
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Previously Filed with SEC
−Removed: 10 10.1 Form of Restricted Stock Unit Award Agreement for Time-Based Awards (for 2025)
−Removed: Filed herewith
−Removed: 10 10.2 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Performance Versus Market) (for 2025)
−Removed: Filed herewith
−Removed: 10 10.3 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Investment Results) (for 2025)
−Removed: Filed herewith
−Removed: 10 10.4 Form of Restricted Stock Unit Award Agreement for Special Time/Performance-Based Award (for 2025)
+Added: 10(iii) 10.1 Form of Restricted Stock Award Agreement under The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan (for 2025)
Filed herewith
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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.