Item 5. Other Information
Item 5. Other Information.
(c) Insider Trading Arrangements
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). The trading arrangements provide for: (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:
Name Title Date Entered Date Expires 1
Additional or Specified Shares
Steven A. Broz Chief Information Officer February 19, 2026 December 31, 2026 3,470
Susan Patricia Griffith President and Chief Executive Officer March 30, 2026 February 26, 2027 13,422
John Murphy Claims President February 19, 2026 January 29, 2027 5,916
Andrew J. 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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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 48, which 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 4, 2026 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
4 4.1 Amendment to Discretionary Line Documents - Discretionary Line of Credit from PNC Bank, National Association, to The Progressive Corporation (2026 Amendment)
Filed herewith
4 4.2 Fifth Supplemental Indenture between The Progressive Corporation and U.S. Bank Trust Company, National Association, as trustee
Current Report on Form 8-K (filed March 26, 2026; Exhibit 4.1 therein)
4 4.3 Form of 4.60% Senior Note due 2031
Current Report on Form 8-K (filed March 26, 2026; Exhibit 4.2 therein)
4 4.4 Form of 5.15 % Senior Note due 20 36
Current Report on Form 8-K (filed March 26, 2026; Exhibit 4.3 therein)
10 10.1 Form of Restricted Stock Unit Award Agreement for Time-Based Awards (for 202 6 )
Filed herewith
10 10.2 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Performance Versus Market) (for 202 6 )
Filed herewith
10 10.3 Form of Restricted Stock Unit Award Agreement for Special Time/Performance-Based Award (for 202 6 )
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
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