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(c) Insider Trading Arrangements
−Removed: During the third 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: Bauer’s plan provides for the sale of all of the shares issued upon vesting for certain outstanding equity awards previously granted to Mr.
−Removed: Bauer, 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).
−Removed: In addition, both of the executive officers’ plans provide for the sale and/or gift of a certain amount of 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 above), some of which may have been the result of a prior vesting event for the executive.
+Added: During the first quarter 2026, certain executive officers entered into Rule 10b5-1 trading arrangements that are intended to satisfy the affirmative defense of Rule 10b5-1(c).
+Added: The trading arrangements provide for:
+Added: (i) the sale of all (or a certain percentage) of the shares issued upon vesting for certain outstanding equity awards previously granted to the applicable executive, excluding any shares withheld by the company to satisfy tax withholding obligations (see our 2026 Proxy Statement for a description of the company’s equity compensation plans) and (ii) the sale and/or gift of a certain amount of 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 above), some of which may have been the result of a prior vesting event for the applicable executive.
Below are the details of each applicable Rule 10b5-1 trading arrangement:
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Additional or Specified Shares
−Removed: Bauer Chief Investment Officer August 21, 2025 July 31, 2026 450
−Removed: Sauerland Vice President and Chief Financial Officer August 21, 2025 November 28, 2025 5,000
+Added: Broz Chief Information Officer February 19, 2026 December 31, 2026 3,470
+Added: Susan Patricia Griffith President and Chief Executive Officer March 30, 2026 February 26, 2027 13,422
+Added: John Murphy Claims President February 19, 2026 January 29, 2027 5,916
+Added: Quigg Chief Strategy and Finance Management Officer January 29, 2026 January 29, 2027 531
1 Subject to the plan’s earlier expiration or completion in accordance with its terms.
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THE PROGRESSIVE CORPORATION
−Removed: November 3, 2025 By:
+Added: May 4, 2026 By:
Vice President and Chief Financial Officer
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Previously Filed with SEC
+Added: 4 4.1 Amendment to Discretionary Line Documents - Discretionary Line of Credit from PNC Bank, National Association, to The Progressive Corporation (2026 Amendment)
+Added: Filed herewith
+Added: 4 4.2 Fifth Supplemental Indenture between The Progressive Corporation and U.S.
+Added: Bank Trust Company, National Association, as trustee
+Added: Current Report on Form 8-K (filed March 26, 2026;
+Added: Exhibit 4.1 therein)
+Added: 4 4.3 Form of 4.60% Senior Note due 2031
+Added: Current Report on Form 8-K (filed March 26, 2026;
+Added: Exhibit 4.2 therein)
+Added: 4 4.4 Form of 5.15 % Senior Note due 20 36
+Added: Current Report on Form 8-K (filed March 26, 2026;
+Added: Exhibit 4.3 therein)
+Added: 10 10.1 Form of Restricted Stock Unit Award Agreement for Time-Based Awards (for 202 6 )
+Added: Filed herewith
+Added: 10 10.2 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Performance Versus Market) (for 202 6 )
+Added: Filed herewith
+Added: 10 10.3 Form of Restricted Stock Unit Award Agreement for Special Time/Performance-Based Award (for 202 6 )
+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.