Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
We, under the direction of our Chief Executive Officer and our Chief Financial Officer, have established disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The disclosure controls and procedures are also intended to ensure that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Our Chief Executive Officer and our Chief Financial Officer reviewed and evaluated Progressive’s disclosure controls and procedures as of the end of the period covered by this report. Based on that review and evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effectively serving the stated purposes as of the end of the period covered by this report.
Management’s Report on Internal Control over Financial Reporting and the attestation of the independent registered public accounting firm are incorporated by reference from our Annual Report.
There have not been any changes in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
(b) Insider Trading Arrangements
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). 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
Karen B. Bailo Commercial Lines President November 20, 2025 August 3, 2026
Patrick K. Callahan Personal Lines President November 20, 2025 October 30, 2026
Carl G. 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.
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.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information relating to our directors is incorporated herein by reference from the section entitled “Item 1: Election of Directors” in The Progressive Corporation’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 8, 2026 (the Proxy Statement).
Information relating to executive officers of Progressive follows. Unless noted below, all positions were with Progressive.
Name Age Offices Held and Last Five Years’ Business Experience
Susan Patricia Griffith 61 President and Chief Executive Officer
John P. Sauerland 61 Vice President and Chief Financial Officer
Karen B. Bailo 58 Commercial Lines President
Jonathan S. Bauer 48 Chief Investment Officer
Steven A. Broz 55 Chief Information Officer
Patrick K. Callahan 55 Personal Lines President
William L. Clawson II 56 Chief Human Resources Officer since December 2021; Business Leader Compensation and Benefits prior to December 2021
Maribel Pumarejo 54 Chief Marketing Officer since June 2025; Business Leader Compensation and Benefits from February 2025 to June 2025; Senior Human Resource Business Leader from May 2022 to February 2025; Senior Director of Benefits Management prior to May 2022
Carl G. Joyce 44 Vice President and Chief Accounting Officer since March 2025; Director of Financial Reporting – GAAP prior to March 2025
John Murphy 56 Claims President since December 2021; Customer Relationship Management President prior to December 2021
Lori Niederst 52 Customer Relationship Management President since December 2021; Chief Human Resources Officer prior to December 2021
David M. Stringer 51 Vice President, Secretary, and Chief Legal Officer since January 2024; Deputy General Counsel, Litigation and Employment, prior to January 2024
Andrew J. Quigg 46 Chief Strategy and Finance Management Officer since February 2026; Chief Strategy Officer prior to February 2026
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 our Proxy Statement.
Code of Ethics. Progressive has a Code of Ethics for the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and other senior financial officers. This CEO/Senior Financial Officer Code of Ethics is available at: progressive.com/governance. We intend to continue to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, and waivers from, the provisions of the foregoing Code of Ethics by posting such information on our Internet website at: progressive.com/governance.
Shareholder-Proposed Candidate Procedures. There were no material changes during 2025 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 our Proxy Statement.
Audit Committee. 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 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.
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ITEM 11. EXECUTIVE COMPENSATION
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.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following information is set forth with respect to our equity compensation plans at December 31, 2025.
EQUITY COMPENSATION PLAN INFORMATION
Plan Category Number of
Securities to be
Issued upon
Exercise
of Outstanding
Options, Warrants
and Rights Weighted-Average
Exercise Price
of Outstanding
Options,
Warrants
and Rights Number of Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation Plans 1
Equity compensation plans approved by security holders
Employee Plans :
2024 Equity Incentive Plan 448,787 2
NA 9,596,411 3
2015 Equity Incentive Plan 1,647,530 2
NA 464,499 3
Director Plans :
Amended and Restated 2017 Directors Equity Incentive Plan 11,134 NA 365,749 4
Equity compensation plans not approved by security holders
None
Total 2,107,451 NA 10,426,659
NA = Not applicable because awards do not have an exercise price.
1 Excludes shares included in the Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights column.
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.
Reflects the target value of 267,787 and 94,243 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 663,216 and 234,145 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 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.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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.”
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Incorporated by reference from the section of our Proxy Statement entitled “Other Independent Registered Public Accounting Firm Information.”
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Listing of Financial Statements
The following consolidated financial statements are included in our Annual Report and are incorporated by reference in Item 8:
• Report of Independent Registered Public Accounting Firm (PCAOB ID: 238 )
• Consolidated Statements of Comprehensive Income - For the Years Ended December 31, 2025, 2024, and 2023
• Consolidated Balance Sheets - December 31, 2025 and 2024
• Consolidated Statements of Changes in Shareholders’ Equity - For the Years Ended December 31, 2025, 2024, and 2023
• Consolidated Statements of Cash Flows - For the Years Ended December 31, 2025, 2024, and 2023
• Notes to Consolidated Financial Statements
• Supplemental Information (Unaudited)
(a)(2) Listing of Financial Statement Schedules
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
• Schedule II - Condensed Financial Information of Registrant
• Schedule III - Supplementary Insurance Information
• Schedule IV - Reinsurance
• Report of Independent Registered Public Accounting Firm on Financial Statement Schedules
• No other schedules are required to be filed herewith pursuant to Article 7 of Regulation S-X.
(a)(3) Listing of Exhibits
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. 10.1 through 10.37.
(b) Exhibits
The exhibits in response to this portion of Item 15 are submitted concurrently with this report.
(c) Financial Statement Schedules
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SCHEDULE I — SUMMARY OF INVESTMENTS — OTHER THAN INVESTMENTS IN RELATED PARTIES
THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
(millions)
December 31, 2025
Type of Investment Cost Fair Value Amount At
Which Shown
In The
Balance Sheet
Fixed maturities:
Bonds:
United States Government and government agencies and authorities $ 43,114 $ 43,298 $ 43,298
States, municipalities, and political subdivisions 3,342 3,303 3,303
Foreign government obligations 17 17 17
Public utilities 1,832 1,859 1,859
Corporate and other debt securities 17,941 18,132 18,132
Asset-backed securities 16,458 16,257 16,257
Total fixed maturities 82,704 82,866 82,866
Equity securities:
Common stocks:
Public utilities 34 128 128
Banks, trusts, and insurance companies 145 611 611
Industrial, miscellaneous, and all other 640 3,359 3,359
Nonredeemable preferred stocks 419 404 404
Total equity securities 1,238 4,502 4,502
Short-term investments 10,005 10,005 10,005
Total investments $ 93,947 $ 97,373 $ 97,373
Progressive did not have any securities of any one issuer, excluding U.S. government obligations, with an aggregate cost or fair value exceeding 10% of total shareholders’ equity at December 31, 2025.
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SCHEDULE II — CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
THE PROGRESSIVE CORPORATION (PARENT COMPANY)
(millions)
Years Ended December 31,
2025 2024 2023
Revenues
Dividends from subsidiaries $ 10,151 $ 3,667 $ 399
Undistributed income from subsidiaries 1,222 4,947 3,572
Equity in net income of subsidiaries 11,373 8,614 3,971
Intercompany investment income 166 149 205
Total revenues 11,539 8,763 4,176
Expenses
Interest expense 280 280 270
Deferred compensation 1
18 54 20
Other operating costs and expenses 8 8 8
Total expenses 306 342 298
Income before income taxes 11,233 8,421 3,878
Benefit for income taxes 75 59 25
Net income 11,308 8,480 3,903
Other comprehensive income (loss) 1,526 193 1,186
Comprehensive income (loss) $ 12,834 $ 8,673 $ 5,089
1 See Note 4 – Employee Benefit Plans in these condensed financial statements.
See notes to condensed financial statements.
- 36 -
SCHEDULE II — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)
CONDENSED BALANCE SHEETS
THE PROGRESSIVE CORPORATION (PARENT COMPANY)
(millions)
December 31,
2025 2024
Assets
Investment in affiliate $ 5 $ 5
Investment in subsidiaries 31,821 28,850
Receivable from investment subsidiary 12,524 5,812
Intercompany receivable 899 641
Net federal deferred income taxes 90 82
Other assets 163 176
Total assets $ 45,502 $ 35,566
Liabilities and Shareholders’ Equity
Dividends payable on common shares $ 7,972 $ 2,695
Accounts payable, accrued expenses, and other liabilities 310 387
Debt 1
6,897 6,893
Total liabilities 15,179 9,975
Common shares, $ 1.00 par value (authorized 900 ; issued 798 , including treasury shares of 212 )
586 586
Paid-in capital 2,307 2,145
Retained earnings 27,327 24,283
Total accumulated other comprehensive income (loss) 103 ( 1,423 )
Total shareholders’ equity 30,323 25,591
Total liabilities and shareholders’ equity $ 45,502 $ 35,566
1 Consists solely of long-term debt. See Note 4 – Debt in the Annual Report for further discussion.
See notes to condensed financial statements.
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SCHEDULE II — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)
CONDENSED STATEMENTS OF CASH FLOWS
THE PROGRESSIVE CORPORATION (PARENT COMPANY)
(millions)
Years Ended December 31,
2025 2024 2023
Cash Flows From Operating Activities
Net income $ 11,308 $ 8,480 $ 3,903
Adjustments to reconcile net income to net cash provided by operating activities:
Undistributed income from subsidiaries ( 1,222 ) ( 4,947 ) ( 3,572 )
Amortization of equity-based compensation 3 4 3
Changes in:
Intercompany receivable ( 258 ) 246 ( 421 )
Accounts payable, accrued expenses, and other liabilities ( 86 ) 26 12
Income taxes 1 ( 318 ) 301
Other, net 97 28 10
Net cash provided by operating activities 9,843 3,519 236
Cash Flows From Investing Activities
Additional investments in equity securities of consolidated subsidiaries ( 94 ) ( 182 ) ( 621 )
Received from (paid to) investment subsidiary ( 6,712 ) ( 2,021 ) 307
Net cash used in investing activities ( 6,806 ) ( 2,203 ) ( 314 )
Cash Flows From Financing Activities
Dividends paid to common shareholders ( 2,871 ) ( 674 ) ( 234 )
Acquisition of treasury shares for restricted stock tax liabilities ( 92 ) ( 121 ) ( 95 )
Acquisition of treasury shares acquired in open market ( 74 ) ( 13 ) ( 46 )
Redemption of preferred shares 0 ( 500 ) 0
Dividends paid to preferred shareholders 0 ( 8 ) ( 43 )
Net proceeds from debt issuance 0 0 496
Net cash provided by (used in) financing activities ( 3,037 ) ( 1,316 ) 78
Change in cash 0 0 0
Cash – beginning of year 0 0 0
Cash – end of year $ 0 $ 0 $ 0
See notes to condensed financial statements.
- 38 -
SCHEDULE II — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)
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, which is included as Exhibit 13 to this Form 10-K.
Note 1. Statements of Cash Flows — For the purpose of the condensed statements of cash flows, cash includes only bank demand deposits. The Progressive Corporation does not hold any cash but has unrestricted access to funds maintained in a non-insurance investment subsidiary to meet its holding company obligations. 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.
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.
For the years ended December 31, The Progressive Corporation paid the following:
(millions) 2025 2024 2023
Income taxes $ 3,022 $ 2,540 $ 800
Interest 276 276 265
Note 2. 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 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.
Note 3. Debt — The information relating to debt is incorporated by reference from Note 4 – Debt in the Annual Report.
Note 4. 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.
Note 5. 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.
Note 6. Dividends — The information relating to our dividend policy is incorporated by reference from Note 14 – Dividends in the Annual Report.
- 39 -
SCHEDULE III — SUPPLEMENTARY INSURANCE INFORMATION
THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
(millions)
Segment Deferred
policy
acquisition costs 1
Future
policy
benefits,
losses,
claims,
and
loss expenses 1
Unearned premiums 1
Other
policy
claims
and
benefits payable 1
Premium revenue Net
investment income 1,2
Benefits,
claims,
losses, and
settlement expenses Amortization
of deferred
policy
acquisition costs Other operating expenses 1
Net premiums
written
Year ended December 31, 2025:
Personal Lines $ 70,778 $ 46,662 $ 5,070 $ 11,252 $ 72,558
Commercial Lines 10,881 7,296 1,026 1,279 10,613
Other indemnity 2 1 0 22 3
Total $ 2,044 $ 43,310 $ 25,219 $ 0 $ 81,661 $ 3,549 $ 53,959 $ 6,096 $ 12,553 $ 83,174
Year ended December 31, 2024:
Personal Lines $ 60,091 $ 41,443 $ 4,360 $ 8,341 $ 63,470
Commercial Lines 10,707 7,610 1,023 1,109 10,953
Other indemnity 1 7 0 12 1
Total $ 1,961 $ 39,057 $ 23,858 $ 0 $ 70,799 $ 2,803 $ 49,060 $ 5,383 $ 9,462 $ 74,424
Year ended December 31, 2023:
Personal Lines $ 48,765 $ 37,749 $ 3,660 $ 5,211 $ 51,412
Commercial Lines 9,899 7,900 1,005 1,020 10,138
Other indemnity 1 6 0 11 0
Total $ 1,687 $ 34,389 $ 20,134 $ 0 $ 58,665 $ 1,866 $ 45,655 $ 4,665 $ 6,242 $ 61,550
1 Progressive does not allocate assets, liabilities, or investment income to operating segments. Expense allocations are based on certain assumptions and estimates primarily related to revenue and volume; stated segment operating results would change if different methods were applied.
2 Excludes total net realized gains (losses) on securities.
- 40 -
SCHEDULE IV — REINSURANCE
THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
(millions)
Year Ended: Gross Amount Ceded to
Other Companies Assumed
From
Other Companies Net Amount Percentage
of Amount
Assumed to Net
December 31, 2025
Premiums earned:
Property and liability insurance $ 82,847 $ 1,186 $ 0 $ 81,661 0 %
December 31, 2024
Premiums earned:
Property and liability insurance $ 72,169 $ 1,370 $ 0 $ 70,799 0 %
December 31, 2023
Premiums earned:
Property and liability insurance $ 59,881 $ 1,216 $ 0 $ 58,665 0 %
- 41 -
Report of Independent Registered Public Accounting Firm on Financial Statement Schedules
To the Board of Directors and Shareholders of The Progressive Corporation
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.
/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio
March 2, 2026
- 42 -
ITEM 16. FORM 10-K SUMMARY
We have elected not to include a summary of information as permitted under this item.
- 43 -
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
March 2, 2026 By: /s/ Susan Patricia Griffith
Susan Patricia Griffith
President and Chief Executive Officer
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 March 2, 2026
Susan Patricia Griffith
/s/ John P. Sauerland Vice President and Chief Financial Officer March 2, 2026
John P. Sauerland
/s/ Carl G. Joyce Vice President and Chief Accounting Officer March 2, 2026
Carl G. Joyce
* Chairperson of the Board March 2, 2026
Lawton W. Fitt
* Director March 2, 2026
Philip Bleser
* Director March 2, 2026
Stuart B. Burgdoerfer
* Director March 2, 2026
Pamela J. Craig
* Director March 2, 2026
Charles A. Davis
* Director March 2, 2026
Roger N. Farah
* Director March 2, 2026
Devin C. Johnson
* Director March 2, 2026
Jeffrey D. Kelly
* Director March 2, 2026
Barbara R. Snyder
* Director March 2, 2026
Kahina Van Dyke
- 44 -
* David M. 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.
By: /s/ David M. Stringer March 2, 2026
David M. Stringer
Attorney-in-fact
- 45 -
EXHIBIT INDEX
Exhibit No.
Under
Reg. S-K,
Item 601
Form 10-K
Exhibit
No.
Description of Exhibit
If Incorporated by Reference, Documents with
Which Exhibit was Previously Filed with SEC
3(i)
3.1 Amended Articles of Incorporation of The Progressive Corporation (as amended March 13, 2018)
Quarterly Report on Form 10-Q (filed on May 1, 2019; Exhibit 3.1 therein)
3(ii)
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
Annual Report on Form 10-K (filed on February 26, 2024; Exhibit 4.1 therein)
4 4.2 Indenture dated as of September 15, 1993 between The Progressive Corporation and State Street Bank and Trust Company (successor in interest to The First National Bank of Boston), as Trustee (“1993 Senior Indenture”) (including table of contents and cross-reference sheet)
Registration Statement No. 333-48935 (filed on March 31, 1998; Exhibit 4.1 therein)
4 4.3 First Supplemental Indenture dated March 15, 1996 to the 1993 Senior Indenture between The Progressive Corporation and State Street Bank and Trust Company
Registration Statement No. 333-01745 (filed on March 15, 1996; Exhibit 4.2 therein)
4 4.4 Second Supplemental Indenture dated February 26, 1999 to the 1993 Senior Indenture between The Progressive Corporation and State Street Bank and Trust Company, as Trustee
Registration Statement No. 333-100674 (filed on October 22, 2002; Exhibit 4.3 therein)
4 4.5 Fourth Supplemental Indenture dated November 21, 2002 to the 1993 Senior Indenture between The Progressive Corporation and State Street Bank and Trust Company, as Trustee
Registration Statement No. 333-143824 (filed on June 18, 2007; Exhibit 4.5 therein)
4 4.6 Fifth Supplemental Indenture dated June 13, 2007 to the 1993 Senior Indenture between The Progressive Corporation and U.S. Bank National Association, evidencing the designation of U.S. Bank National Association as successor Trustee under the 1993 Senior Indenture
Registration Statement No. 333-143824 (filed on June 18, 2007; Exhibit 4.6 therein)
4 4.7 Seventh Supplemental Indenture dated April 25, 2014 to the 1993 Senior Indenture between The Progressive Corporation and U.S. Bank National Association, as Trustee
Current Report on Form 8-K (filed on April 25, 2014; Exhibit 4.1 therein)
4 4.8 Eighth Supplemental Indenture dated January 26, 2015 to the 1993 Senior Indenture between The Progressive Corporation and U.S. Bank National Association, as Trustee
Current Report on Form 8-K (filed on January 26, 2015; Exhibit 4.1 therein)
4 4.9 Ninth Supplemental Indenture dated August 25, 2016 to the 1993 Senior Indenture between The Progressive Corporation and U.S. Bank National Association, as Trustee
Current Report on Form 8-K (filed on August 25, 2016; Exhibit 4.1 therein)
4 4.10 Tenth Supplemental Indenture dated April 6, 2017 to the 1993 Senior Indenture between The Progressive Corporation and U.S. Bank National Association, as Trustee
Current Report on Form 8-K (filed on April 6, 2017; Exhibit 4.1 therein)
- 46 -
EXHIBIT INDEX
Exhibit No.
Under
Reg. S-K,
Item 601
Form 10-K
Exhibit
No.
Description of Exhibit
If Incorporated by Reference, Documents with
Which Exhibit was Previously Filed with SEC
4 4.11 Eleventh Supplemental Indenture dated March 14, 2018 to the 1993 Senior Indenture between The Progressive Corporation and U.S. Bank National Association, as Trustee
Current Report on Form 8-K (filed on March 14, 2018; Exhibit 4.1 therein)
4 4.12 Form of 6 5/8% Senior Notes due 2029, issued in the aggregate principal amount of $300,000,000 under the 1993 Senior Indenture, as amended and supplemented
Annual Report on Form 10-K (filed on March 2, 2015; Exhibit 4.2 therein)
4 4.13 Form of 6.25% Senior Notes due 2032, issued in the aggregate principal amount of $400,000,000 under the 1993 Senior Indenture, as amended and supplemented
Annual Report on Form 10-K (filed on February 27, 2018; Exhibit 4.3 therein)
4 4.14 Form of 4.35% Senior Notes due 2044, issued in the aggregate principal amount of $350,000,000 under the 1993 Senior Indenture, as amended and supplemented
Current Report on Form 8-K (filed on April 25, 2014; Exhibit 4.2 therein)
4 4.15 Form of 3.70% Senior Notes due 2045, issued in the aggregate principal amount of $400,000,000 under the 1993 Senior Indenture, as amended and supplemented
Current Report on Form 8-K (filed on January 26, 2015; Exhibit 4.2 therein)
4 4.16 Form of 2.45% Senior Notes due 2027, issued in the aggregate principal amount of $500,000,000 under the 1993 Senior Indenture, as amended and supplemented
Current Report on Form 8-K (filed on August 25, 2016; Exhibit 4.2 therein)
4 4.17 Form 4.125% Senior Note Due 2047, issued in the aggregate principal amount of $850,000,000 under the 1993 Senior Indenture, as amended and supplemented
Current Report on Form 8-K (filed on April 6, 2017; Exhibit 4.2 therein)
4 4.18 Form 4.20% Senior Note Due 2048, issued in the aggregate principal amount of $600,000,000 under the 1993 Senior Indenture, as amended and supplemented
Current Report on Form 8-K (filed on March 14, 2018; Exhibit 4.2 therein)
4 4.19 Indenture dated as of September 12, 2018 between The Progressive Corporation and U.S. Bank National Association, Trustee (including table of contents and cross-reference sheet)
Registration Statement No. 333-227315 (filed on September 13, 2018; Exhibit 4.2 therein)
4 4.20 First Supplemental Indenture dated October 23, 2018 between The Progressive Corporation and U.S. Bank National Association, as trustee
Current Report on Form 8-K (filed on October 23, 2018; Exhibit 4.1 therein)
4 4.21 Second Supplemental Indenture dated March 26, 2020 between The Progressive Corporation and U.S. Bank National Association, as trustee
Current Report on Form 8-K (filed on March 26, 2020; Exhibit 4.1 therein)
4 4.22 Third Supplemental Indenture between The Progressive Corporation and U.S. Bank Trust Company, National Association, as trustee
Current Report on Form 8-K (filed on March 9, 2022; Exhibit 4.1 therein)
4 4.23 Fourth Supplemental Indenture between The Progressive Corporation and U.S. Bank Trust Company, National Association, as trustee
Current Report on Form 8-K (filed on May 25, 2023; Exhibit 4.1 therein)
4 4.24 Form 4.00% Senior Note Due 2029, issued in the aggregate principal amount of $550,000,000
Current Report on Form 8-K (filed on October 23, 2018; Exhibit 4.2 therein)
- 47 -
EXHIBIT INDEX
Exhibit No.
Under
Reg. S-K,
Item 601
Form 10-K
Exhibit
No.
Description of Exhibit
If Incorporated by Reference, Documents with
Which Exhibit was Previously Filed with SEC
4 4.25 Form of 3.20% Senior Note due 2030, issued in the aggregate principal amount of $500,000,000
Current Report on Form 8-K (filed on March 26, 2020; Exhibit 4.2 therein)
4 4.26 Form of 3.95% Senior Note due 2050, issued in the aggregate principal amount of $500,000,000
Current Report on Form 8-K (filed on March 26, 2020; Exhibit 4.3 therein)
4 4.27 Form of 2.50% Senior Note due 2027
Current Report on Form 8-K (filed on March 9, 2022; Exhibit 4.2 therein)
4 4.28 Form of 3.00% Senior Note due 2032
Current Report on Form 8-K (filed on March 9, 2022; Exhibit 4.3 therein)
4 4.29 Form of 3.70% Senior Note due 2052
Current Report on Form 8-K (filed on March 9, 2022; Exhibit 4.4 therein)
4 4.30 Form of 4.95% Senior Note due 2033
Current Report on Form 8-K (filed on May 25, 2023; Exhibit 4.2 therein)
4 4.31 Form of Confirmation Letter-Discretionary Line of Credit from PNC Bank, National Association to The Progressive Corporation
Quarterly Report on Form 10-Q (filed on May 1, 2019; Exhibit 4.1 therein)
4 4.32 Amendment to Discretionary Line Documents - Discretionary Line of Credit from PNC Bank, National Association, to The Progressive Corporation (2020 Amendment)
Quarterly Report on Form 10-Q (filed on August 4, 2020; Exhibit 5.1 therein)
4 4.33 Amendment to Discretionary Line Documents - Discretionary Line of Credit from PNC Bank, National Association, to The Progressive Corporation (2021 Amendment)
Quarterly Report on Form 10-Q (filed on August 3, 2021; Exhibit 4.1 therein)
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 4.35 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; Exhibit 4.2 therein)
10(iii)
10.1 The Progressive Corporation 202 6 Gainshare Plan
Filed herewith
10(iii)
10.2 The Progressive Corporation 2015 Equity Incentive Plan
Current Report on Form 8-K (filed on February 4, 2015; Exhibit 10.1 therein)
10(iii)
10.3 The Progressive Corporation 2024 Equity Incentive Plan
Current Report on Form 8-K (filed on May 14, 2024; Exhibit 10 therein)
10(iii)
10.4 Form of Restricted Stock Unit Award Agreement for Time-Based Awards (for 202 5 )
Quarterly Report on Form 10-Q (filed on May 5, 2024; Exhibit 10.1 therein)
10(iii)
10.5 Form of Restricted Stock Unit Award Agreement for Time-Based Awards (for 2024)
Quarterly Report on Form 10-Q (filed on May 6, 2024; Exhibit 10.1 therein)
10(iii)
10.6 Form of Restricted Stock Unit Award Agreement for Time-Based Awards under The Progressive Corporation 2015 Equity Incentive Plan (for 2023)
Quarterly Report on Form 10-Q (filed on May 2, 2023; Exhibit 10.1 therein)
10(iii)
10.7 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)
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EXHIBIT INDEX
Exhibit No.
Under
Reg. S-K,
Item 601
Form 10-K
Exhibit
No.
Description of Exhibit
If Incorporated by Reference, Documents with
Which Exhibit was Previously Filed with SEC
10(iii)
10.8 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Performance Versus Market) (for 202 5 )
Quarterly Report on Form 10-Q (filed on May 5, 2025; Exhibit 10.2 therein)
10(iii)
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; Exhibit 10.2 therein)
10(iii)
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 2023)
Quarterly Report on Form 10-Q (filed on May 2, 2023; Exhibit 10.2 therein)
10(iii)
10.11 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Investment Results) (for 202 5 )
Quarterly Report on Form 10-Q (filed on May 5, 2025; Exhibit 10.3 therein)
10(iii)
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; Exhibit 10.3 therein)
10(iii)
10.13 Form of Restricted Stock Unit Award Agreement for Special Time/Performance-Based Award (for 202 5 )
Quarterly Report on Form 10-Q (filed on May 5, 2025; Exhibit 10.4 therein)
10(iii)
10.14 Chief Executive Officer Amendment No. 1 to Certain Restricted Stock Unit Award Agreements
Annual Report on Form 10-K (filed on February 26, 2024; Exhibit 10.14 therein)
10(iii)
10.15 The Progressive Corporation 2017 Directors Equity Incentive Plan (2022 Amendment and Restatement)
Current Report on Form 8-K (filed on May 16, 2022; Exhibit 10 therein)
10(iii)
10.16 Form of Restricted Stock Award Agreement under The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan (for 202 5 )
Quarterly Report on Form 10-Q (filed on August 4, 2025; Exhibit 10.1 therein)
10(iii)
10.17 The Progressive Corporation Executive Deferred Compensation Plan (2003 Amendment and Restatement)
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.3 therein)
10(iii)
10.18 First Amendment to The Progressive Corporation Executive Deferred Compensation Plan (2003 Amendment and Restatement)
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.4 therein)
10(iii)
10.19 Second Amendment to The Progressive Corporation Executive Deferred Compensation Plan (2003 Amendment and Restatement)
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.5 therein)
10(iii)
10.20 Third Amendment to The Progressive Corporation Executive Deferred Compensation Plan (2003 Amendment and Restatement)
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.6 therein)
10(iii)
10.21 Fourth Amendment to The Progressive Corporation Executive Deferred Compensation Plan (2003 Amendment and Restatement)
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.7 therein)
10(iii)
10.22 The Progressive Corporation Executive Deferred Compensation Plan (2008 Amendment and Restatement)
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.8 therein)
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EXHIBIT INDEX
Exhibit No.
Under
Reg. S-K,
Item 601
Form 10-K
Exhibit
No.
Description of Exhibit
If Incorporated by Reference, Documents with
Which Exhibit was Previously Filed with SEC
10(iii)
10.23 First Amendment to The Progressive Corporation Executive Deferred Compensation Plan (2008 Amendment and Restatement)
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.9 therein)
10(iii)
10.24 The Progressive Corporation Executive Deferred Compensation Plan (2010 Amendment and Restatement)
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.10 therein)
10(iii)
10.25 First Amendment to The Progressive Corporation Executive Deferred Compensation Plan (2010 Amendment and Restatement)
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.11 therein)
10(iii)
10.26 Second Amendment to The Progressive Corporation Executive Deferred Compensation Plan (2010 Amendment and Restatement)
Current Report on Form 8-K (filed on October 14, 2014; Exhibit 10 therein)
10(iii)
10.27 Third Amendment to the Progressive Corporation Executive Deferred Compensation Plan (2010 Amendment and Restatement)
Annual Report on Form 10-K (filed on February 29, 2016; Exhibit 10.53 therein)
10(iii)
10.28 Fourth Amendment to The Progressive Corporation Executive Deferred Compensation Plan (2010 Amendment and Restatement)
Quarterly Report on Form 10-Q (filed on November 2, 2017; Exhibit 10 therein)
10(iii)
10.29 The Progressive Corporation Executive Deferred Compensation Plan (2018 Amendment and Restatement)
Quarterly Report on Form 10-Q (filed on July 31, 2018; Exhibit 10 therein)
10(iii)
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(iii)
10.31 The Progressive Corporation Directors Deferral Plan (2008 Amendment and Restatement)
Annual Report on Form 10-K (filed on February 27, 2018; Exhibit 10.91 therein)
10(iii)
10.32 The Progressive Corporation Directors Deferral Plan (2015 Amendment and Restatement)
Annual Report on Form 10-K (filed on February 29, 2016; Exhibit 10.77 therein)
10(iii)
10.33 The Progressive Corporation Directors Restricted Stock Deferral Plan (2008 Amendment and Restatement)
Quarterly Report on Form 10-Q (filed on May 1, 2019; Exhibit 10.4 therein)
10(iii)
10.34 First Amendment to The Progressive Corporation Directors Restricted Stock Deferral Plan (2008 Amendment and Restatement)
Annual Report on Form 10-K (filed on February 27, 2019; Exhibit 10.56 therein)
10(iii)
10.35 Director Compensation Schedule for 202 5 -202 6 Term
Filed herewith
10(iii)
10.36 The Progressive Corporation Executive Separation Allowance Plan (2024 Amendment and Restatement)
Quarterly Report on Form 10-Q (filed on August 5, 2024; Exhibit 10.3 therein)
10(iii)
10.37 202 6 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, 2025
Filed herewith
19 19 The Progressive Corporation Insider Trading Policy
Annual Report on Form 10-K (filed on March 3, 2025; Exhibit 19 therein)
21 21 Subsidiaries of The Progressive Corporation
Filed herewith
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EXHIBIT INDEX
Exhibit No.
Under
Reg. S-K,
Item 601
Form 10-K
Exhibit
No.
Description of Exhibit
If Incorporated by Reference, Documents with
Which Exhibit was Previously Filed with SEC
23 23 Consent of Independent Registered Public Accounting Firm
Filed herewith
24 24 Powers of Attorney
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
97 97 The Progressive Corporation Dodd-Frank Clawback Policy
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
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
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