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During the fourth 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 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).
+Added: The executive officers’ plans provide for the sale of all of or a certain percentage 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).
Below are the details of each applicable Rule 10b5-1 trading arrangement:
Name Title Date Entered Date Expires 1
−Removed: Bauer Chief Investment Officer November 18, 2024 September 2, 2025
+Added: Bailo Commercial Lines President November 20, 2025 August 3, 2026
Callahan Personal Lines President November 20, 2025 October 30, 2026
+Added: Joyce Vice President and Chief Accounting Officer November 20, 2025 March 31, 2026
1 Subject to the plan’s earlier expiration or completion in accordance with its terms.
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Sauerland 61 Vice President and Chief Financial Officer
−Removed: Bailo 57 Commercial Lines President since October 2020;
−Removed: Commercial Lines Acquisition and Small Business General Manager prior to October 2020
+Added: Bailo 58 Commercial Lines President
Bauer 48 Chief Investment Officer
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Clawson II 56 Chief Human Resources Officer since December 2021;
−Removed: Compensation and Benefits Business Leader prior to December 2021
−Removed: Remi Kent 49 Chief Marketing Officer since November 2021;
−Removed: 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
−Removed: Mariann Wojtkun Marshall 62 Vice President, Chief Accounting Officer, and Assistant Secretary
+Added: Business Leader Compensation and Benefits prior to December 2021
+Added: Maribel Pumarejo 54 Chief Marketing Officer since June 2025;
+Added: Business Leader Compensation and Benefits from February 2025 to June 2025;
+Added: Senior Human Resource Business Leader from May 2022 to February 2025;
+Added: Senior Director of Benefits Management prior to May 2022
+Added: Joyce 44 Vice President and Chief Accounting Officer since March 2025;
+Added: Director of Financial Reporting – GAAP prior to March 2025
John Murphy 56 Claims President since December 2021;
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Deputy General Counsel, Litigation and Employment, prior to January 2024
−Removed: Quigg 45 Chief Strategy Officer
+Added: Quigg 46 Chief Strategy and Finance Management Officer since February 2026;
+Added: Chief Strategy Officer prior to February 2026
Delinquent Section 16(a) Reports .
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(a)(2) Listing of Financial Statement Schedules
−Removed: The following financial statement schedules, Report of Independent Registered Public Accounting Firm, and Consent of Independent Registered Public Accounting Firm are included in Item 15(c):
+Added: The following financial statement schedules and Report of Independent Registered Public Accounting Firm are included in Item 15(c):
• Schedule I - Summary of Investments - Other than Investments in Related Parties
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(a)(3) Listing of Exhibits
−Removed: See exhibit index contained herein beginning at page 47, which is incorporated by reference from information with respect to this item.
+Added: See the Exhibit Index contained herein beginning at page 46, which is incorporated by reference from information with respect to this item.
Management contracts and compensatory plans and arrangements are identified in the Exhibit Index as Exhibit Nos.
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THE PROGRESSIVE CORPORATION (PARENT COMPANY)
−Removed: (millions - except per share amounts)
Investment in affiliate $ 5 $ 5
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Total liabilities 15,179 9,975
−Removed: 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 ;
−Removed: issued 798 , including treasury shares of 212 and 213 )
+Added: issued 798 , including treasury shares of 212 )
Paid-in capital 2,307 2,145
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Cash Flows From Financing Activities
−Removed: Redemption of preferred shares ( 500 ) 0 0
Dividends paid to common shareholders ( 2,871 ) ( 674 ) ( 234 )
−Removed: Dividends paid to preferred shareholders ( 8 ) ( 43 ) ( 27 )
Acquisition of treasury shares for restricted stock tax liabilities ( 92 ) ( 121 ) ( 95 )
Acquisition of treasury shares acquired in open market ( 74 ) ( 13 ) ( 46 )
+Added: Redemption of preferred shares 0 ( 500 ) 0
+Added: Dividends paid to preferred shareholders 0 ( 8 ) ( 43 )
Net proceeds from debt issuance 0 0 496
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At December 31, 2025, 2024, and 2023, $ 13.0 billion, $ 6.2 billion, and $ 4.2 billion, respectively, of marketable securities were available in this subsidiary.
−Removed: a portion of these securities were used to pay the $ 2.7 billion common share dividends accrued at December 31, 2024.
−Removed: For the years ended December 31, non-cash activity included the following:
−Removed: (millions) 2024 2023 2022
−Removed: Common share dividends 1
−Removed: $ 2,695 $ 498 $ 58
−Removed: Preferred share dividends and redemption 1
−Removed: 1 Includes declared but unpaid dividends and unpaid excise taxes on redemption.
+Added: For the years ended December 31, 2025, 2024, and 2023, non-cash activity included declared but unpaid common share dividends of $ 7,972 million, $ 2,695 million, and $ 498 million, respectively.
See Note 14 – Dividends in the Annual Report for further discussion.
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Income taxes $ 3,022 $ 2,540 $ 800
−Removed: $ 2,540 $ 800 $ 705
Interest 276 276 265
−Removed: 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.
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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.
−Removed: 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.
+Added: 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 and net unrealized losses on forecasted transactions.
Dividends — The information relating to our dividend policy is incorporated by reference from Note 14 – Dividends in the Annual Report.
−Removed: Accrued dividends are recorded as dividends payable on common shares on our condensed balance sheets;
−Removed: 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
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Personal Lines $ 70,778 $ 46,662 $ 5,070 $ 11,252 $ 72,558
−Removed: $ 60,091 $ 41,443 $ 4,360 $ 8,341 $ 63,470
Commercial Lines 10,881 7,296 1,026 1,279 10,613
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Personal Lines $ 60,091 $ 41,443 $ 4,360 $ 8,341 $ 63,470
−Removed: $ 48,765 $ 37,749 $ 3,660 $ 5,211 $ 51,412
Commercial Lines 10,707 7,610 1,023 1,109 10,953
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Personal Lines $ 48,765 $ 37,749 $ 3,660 $ 5,211 $ 51,412
−Removed: $ 40,150 $ 31,572 $ 3,003 $ 4,904 $ 41,680
Commercial Lines 9,899 7,900 1,005 1,020 10,138
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2 Excludes total net realized gains (losses) on securities.
−Removed: 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.
−Removed: Personal Lines information for 2023 and 2022 was recast to include our personal property insurance products;
−Removed: these products were reported separately in prior years.
SCHEDULE IV — REINSURANCE
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To the Board of Directors and Shareholders of The Progressive Corporation
−Removed: 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.
+Added: Our audits of the consolidated financial statements referred to in our report dated March 2, 2026 appearing in the 2025 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 condensed financial information of registrant as of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025, schedule of supplementary insurance information as of and for each of the three years in the period ended December 31, 2025, schedule of reinsurance for each of the three years in the period ended December 31, 2025, and schedule of summary of investments – other than investments in related parties as of December 31, 2025 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.
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Sauerland Vice President and Chief Financial Officer March 2, 2026
−Removed: /s/ Mariann Wojtkun Marshall Vice President and Chief Accounting Officer March 3, 2025
−Removed: Mariann Wojtkun Marshall
+Added: Joyce Vice President and Chief Accounting Officer March 2, 2026
* Chairperson of the Board March 2, 2026
165 unchanged sentences
Exhibit 10.1 therein)
+Added: 10.5 Form of Restricted Stock Unit Award Agreement for Time-Based Awards (for 2024)
+Added: Quarterly Report on Form 10-Q (filed on May 6, 2024;
+Added: Exhibit 10.1 therein)
10.6 Form of Restricted Stock Unit Award Agreement for Time-Based Awards under The Progressive Corporation 2015 Equity Incentive Plan (for 2023)
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Which Exhibit was Previously Filed with SEC
−Removed: 10.7 Form of Restricted Stock Unit Award Agreement for 2021 Time-Based Awards under The Progressive Corporation 2015 Equity Incentive Plan (for 2021)
−Removed: Current Report on Form 8-K (filed on March 25, 2021;
−Removed: Exhibit 10.1 therein)
10.8 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Performance Versus Market) (for 202 5 )
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Exhibit 10.2 therein)
−Removed: 10.9 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Performance Versus Market) under The Progressive Corporation 2015 Equity Incentive Plan (for 2023)
+Added: 10.9 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;
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Exhibit 10.3 therein)
−Removed: 10.12 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Investment Results) under The Progressive Corporation 2015 Equity Incentive Plan (for 2023)
+Added: 10.12 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;
33 unchanged sentences
Exhibit 4.7 therein)
−Removed: EXHIBIT INDEX
−Removed: Description of Exhibit
−Removed: If Incorporated by Reference, Documents with
−Removed: Which Exhibit was Previously Filed with SEC
10.22 The Progressive Corporation Executive Deferred Compensation Plan (2008 Amendment and Restatement)
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Exhibit 4.8 therein)
+Added: EXHIBIT INDEX
+Added: Description of Exhibit
+Added: If Incorporated by Reference, Documents with
+Added: Which Exhibit was Previously Filed with SEC
10.23 First Amendment to The Progressive Corporation Executive Deferred Compensation Plan (2008 Amendment and Restatement)
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Exhibit 10.2 therein)
−Removed: 10.31 The Progressive Corporation Executive Deferred Compensation Trust (November 8, 2002 Amendment and Restatement)
−Removed: Registration Statement No.
−Removed: 333-185704 (filed on December 27, 2012;
−Removed: Exhibit 4.23 therein)
−Removed: 10.32 First Amendment to Trust Agreement between Fidelity Management Trust Company and Progressive
−Removed: Registration Statement No.
−Removed: 333-185704 (filed on December 27, 2012;
−Removed: Exhibit 4.24 therein)
−Removed: 10.33 Second Amendment to The Progressive Corporation Executive Deferred Compensation Trust
−Removed: Registration Statement No.
−Removed: 333-185704 (filed on December 27, 2012;
−Removed: Exhibit 4.25 therein)
−Removed: 10.34 Third Amendment to The Progressive Corporation Executive Deferred Compensation Trust
−Removed: Registration Statement No.
−Removed: 333-185704 (filed on December 27, 2012;
−Removed: Exhibit 4.26 therein)
−Removed: 10.35 Fourth Amendment to The Progressive Corporation Executive Deferred Compensation Trust
−Removed: Registration Statement No.
−Removed: 333-185704 (filed on December 27, 2012;
−Removed: Exhibit 4.27 therein)
−Removed: 10.36 Fifth Amendment to The Progressive Corporation Executive Deferred Compensation Trust
−Removed: Registration Statement No.
−Removed: 333-185704 (filed on December 27, 2012;
−Removed: Exhibit 4.28 therein)
−Removed: 10.37 Sixth Amendment to The Progressive Corporation Executive Deferred Compensation Trust
−Removed: Registration Statement No.
−Removed: 333-185704 (filed on December 27, 2012;
−Removed: Exhibit 4.29 therein)
−Removed: 10.38 Seventh Amendment to The Progressive Corporation Executive Deferred Compensation Trust
−Removed: Registration Statement No.
−Removed: 333-185704 (filed on December 27, 2012;
−Removed: Exhibit 4.30 therein)
−Removed: EXHIBIT INDEX
−Removed: Description of Exhibit
−Removed: If Incorporated by Reference, Documents with
−Removed: Which Exhibit was Previously Filed with SEC
−Removed: 10.39 Eighth Amendment to The Progressive Corporation Executive Deferred Compensation Trust (2002 Amendment and Restatement)
−Removed: Annual Report on Form 10-K (filed on February 27, 2019;
−Removed: Exhibit 10.49 therein)
−Removed: 10.40 Ninth Amendment to The Progressive Corporation Executive Deferred Compensation Trust
−Removed: Quarterly Report on Form 10-Q (filed on May 11, 2015;
−Removed: Exhibit 10.5 therein)
−Removed: 10.41 Tenth Amendment to The Progressive Corporation Executive Deferred Compensation Trust
−Removed: Quarterly Report on Form 10-Q (filed on May 11, 2015;
−Removed: Exhibit 10.6 therein)
10.31 The Progressive Corporation Directors Deferral Plan (2008 Amendment and Restatement)
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19 19 The Progressive Corporation Insider Trading Policy
−Removed: Filed herewith
+Added: Annual Report on Form 10-K (filed on March 3, 2025;
+Added: Exhibit 19 therein)
21 21 Subsidiaries of The Progressive Corporation
Filed herewith
+Added: EXHIBIT INDEX
+Added: Description of Exhibit
+Added: If Incorporated by Reference, Documents with
+Added: Which Exhibit was Previously Filed with SEC
23 23 Consent of Independent Registered Public Accounting Firm
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Filed herewith
−Removed: EXHIBIT INDEX
−Removed: Description of Exhibit
−Removed: If Incorporated by Reference, Documents with
−Removed: 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.
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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.