Progressive (PGR) 10-K risk factor changes: FY2025 vs FY2024

This information should be considered carefully together with the other information contained in this report and in the other reports and materials filed by us with the [removed: SEC,] [added: Securities and Exchange Commission (SEC),] as well as news releases and other information we publicly disseminate from time to time.

- changing vehicle usage and driving patterns, which may be influenced by epidemics, pandemics, other widespread health risks, or changes in oil and gas prices, among other factors, changes in residential occupancy patterns, and the [removed: sharing] [added: ridesharing] economy

- advancements in vehicle or home technology or safety features, such as accident and loss prevention technologies or the development of autonomous or [removed: partially autonomous] [added: semi-autonomous] vehicles

[removed: We are seeing various] [added: Various] insurance regulations, legislative and regulatory challenges, political initiatives, and other societal pressures [removed: that] seek to limit or prohibit the use of specific rating factors in insurance policy pricing, such as credit, education, and occupation.

Our insurance operating results have periodically been, and in the future likely will continue to be, materially adversely affected by natural events, such as hurricanes, tornadoes, windstorms, floods, earthquakes, hailstorms, severe winter weather, and fires, or by other events, such as explosions, terrorist attacks, cyberattacks, epidemics, [removed: pandemics] [added: pandemics,] or other widespread health risks, riots, and hazardous material releases.

[added: That underwriting capacity can be influenced by] several factors, including industry losses, changes in legal and regulatory guidelines, and the occurrence of significant reinsured events, such as weather-related catastrophes, among other things.

All of these systems are subject to “cyberattacks” by third parties with substantial computing resources and capabilities, which [removed: are becoming] [added: have become] more frequent and more sophisticated, and to unauthorized or illegitimate actions by employees, consultants, agents, and other persons with legitimate access to our systems.

- improperly [added: access,] use, steal, sell, corrupt, or destroy data or information, including our intellectual property, financial data, or the personal information of our customers, employees, or other individuals

Our brand and reputation also could be adversely affected by situations that reflect negatively on us, whether due to our business practices, adverse financial developments, perceptions of our corporate governance, perceptions of our purpose-driven brand, how we address employee matters and concerns, our approach to [removed: environmental, social, sustainability] [added: environmental] and [added: social (Sustainability) and] corporate responsibility matters, investments in our portfolio, the conduct of our officers, directors, or employees, or other causes.

The negative impacts of these or other events may be aggravated as consumers, regulators, and other stakeholders increase or change their expectations, or adopt conflicting expectations, regarding the conduct of large public companies, [removed: environmental, social, and governance (ESG) standards, and] sustainability and corporate responsibility efforts, programs, and [removed: initiatives.][added: initiatives, and corporate governance and Sustainability standards.]

In addition, innovations by competitors or other market participants may increase the level of [removed: competition in the industry.]

Complexity [added: and legacy systems] may, among other potential difficulties, create barriers to innovation or the provision of high-quality products and customer and agent experiences with the speed and agility that may be required; require us to modify our business practices, adopt new [added: software,] systems or technology, or replace outdated [added: software,] systems or technology, or upgrade systems or technology to enhance the scale, performance or functionality, each at significant expense; and lead to increased difficulty in executing our business strategies.

The property and casualty insurance industry is a [removed: relatively] mature industry, in which brand recognition, marketing skills, innovation, operational effectiveness, pricing, scale, and cost control are major competitive factors.

The ability to discern at any point in time whether we are in a “hard” or “soft” market is often difficult, as such a conclusion represents an assessment of innumerable data points including, among others, the operating results of, and the dynamic competitive actions taken by, us and many competitors in multiple markets involving a variety of [removed: products.]

Insurance laws and regulations may, among other things, limit an insurer’s ability to underwrite and price risks accurately, prevent the insurer from obtaining timely rate changes to respond to increased or decreased costs, delay or restrict the ability to discontinue or exit unprofitable businesses or jurisdictions, [added: limit the profit an insurer may earn,] impose marketing restrictions or requirements related to the use of artificial intelligence and third-party data, prevent insurers from terminating policies under certain circumstances, dictate or limit the types of investments that an insurance company may hold, and impose specific requirements relating to information technology systems and related cybersecurity risks.

Moreover, inconsistencies in requirements among the various states, or between state and federal requirements, or changes in regulatory [removed: priorities,] [added: priorities or funding,] may further complicate our compliance efforts, potentially [added: damage our reputation in the marketplace or our brand, potentially] resulting in additional costs for [removed: us.][added: us or impacting our ability to participate in certain government funded programs, such as the National Flood Insurance Program.]

[removed: Each jurisdiction’s unique] requirements, and the variations across the jurisdictions, present further ongoing compliance challenges.

- Unauthorized acts or representations, unauthorized use or disclosure of personal or proprietary data or information, deception, and misappropriation of [removed: funds,] [added: funds] or other benefits

Our success depends on our ability to attract, develop, compensate, motivate, and retain talented employees, including executives, other key managers, and employees with strong [removed: technological,] [added: technical,] analytical, and other skills and know-how necessary for us to run our insurance businesses, investment operations, and corporate functions, assess potential expansion into new [removed: products] [added: products, services,] and business areas, and adapt to technological trends in our industry.

Our loss of certain executives and key employees, or the failure to attract or retain talented executives, managers, and employees with varied [added: and appropriate] backgrounds, [removed: skills,] [added: experiences,] knowledge, [added: perspectives,] and [removed: experiences,] [added: skills,] could have a material adverse effect on our business.

Our workplace policies or perceptions of those policies by current and potential employees, including policies with respect to virtual, hybrid, and in-person work protocols, could impact our ability to attract, onboard, and retain talent with [removed: needed skills,] [added: desired experiences,] knowledge, [added: perspectives,] and [removed: experiences.][added: skills.]

Our ability to do so may be impaired as a result of litigation against us, other judicial decisions, legislation or regulations, or other factors in the employment marketplace, as well as our failure to recognize and respond to changing trends and other circumstances that affect our employees or our culture, including any impact arising from a decrease [removed: in virtual and hybrid workers relative to recent market trends.]

The Progressive Corporation and/or its subsidiaries are named as defendants in class actions, collective actions, representative actions, and [added: individual and] other lawsuits challenging various aspects of the subsidiaries’ business operations.

There [removed: has been] [added: continues to be] a proliferation of patents, both inside and outside the insurance industry, that significantly impacts our businesses.

Our development and use of new technology, such as generative [added: and agentic] artificial intelligence, may present additional risks, may not be successful, and could have a material adverse effect on our business.

As with many technological innovations, the growing development and use of generative [added: and agentic] AI [removed: (GenAI)] [added: (Advanced AI)] presents additional risks that may adversely affect our business.

[removed: GenAI] [added: Advanced AI] might produce or reveal datasets that are flawed or insufficient or contain biased information, which could result in unintentionally and unfairly discriminatory outcomes in our business processes.

These deficiencies could also undermine the associated predictions, analysis, or decisions [removed: GenAI] [added: Advanced AI] applications produce or the business decisions we make based on this information.

Since [removed: GenAI] [added: Advanced AI] is subject to public debate, and depending on how observers view our development and use of AI, we could be subject to criticism or experience an adverse impact on our brand or reputation, which could decrease demand for our products or services, create difficulties in our ability to recruit and retain employees and lead to greater regulatory scrutiny of our businesses.

Furthermore, our competitors or other third parties may be able to [added: replace legacy systems,] incorporate [removed: GenAI] [added: Advanced AI] into their products [added: and operations, or optimize or redesign their processes] more quickly, or more successfully, than us.

Intellectual property ownership rights, including those associated with related copyrights, patent rights, [removed: GenAI] [added: Advanced AI] inputs for model training, and other [removed: GenAI] [added: Advanced AI] outputs, have not been fully interpreted by courts or regulations.

- *Interest rate risk* [removed: –] [added: -] the risk of adverse changes in the value of fixed-income securities as a result of increases in market interest rates.

- *Investment credit risk* [removed: –] [added: -] the risk that the value of certain investments may decrease due to a deterioration in the financial condition, operating performance, or business prospects of, the regulatory environment applicable to, or the [added: liquidity available to, one or more issuers of those securities or, in the case of asset-backed securities, due to the deterioration of the loans or other assets that underlie the securities.]

- *Concentration risk* [removed: –] [added: -] the risk that the portfolio may be too heavily concentrated in the securities of one or more issuers, sectors, or industries, which could result in a significant decrease in the value of the portfolio in the event of a deterioration of the financial condition or performance of, the regulatory environment applicable to, or outlook for, those issuers, sectors, or industries.

- *Prepayment or extension risk* [removed: –] [added: -] applicable to certain securities in the portfolio, such as asset-backed securities and other bonds with call provisions, prepayment risk is the risk that, as interest rates change, the principal of such securities may be repaid earlier than anticipated, requiring that we reinvest the proceeds at less attractive rates.

- *Liquidity risk* [removed: –] [added: -] discussed separately below.

Results of [removed: Operations–] [added: Operations –] Investments* in the Annual Report for additional discussion of the composition of our investment portfolio as of December 31, [removed: 2024,] [added: 2025,] and of the market risks associated with our investment portfolio.

New regulations and societal pressures relating to [removed: ESG] [added: Sustainability] and other public policy matters could negatively impact our returns or cause us to change our investing strategies in ways that could negatively impact our results.

The value of securities held in our portfolio could be materially adversely impacted as issuers or the businesses or assets underlying such securities are faced with new, potentially conflicting, laws or regulations or initiatives by regulators, investors, activists, or others, including those addressing [removed: ESG, sustainability,] [added: Sustainability,] corporate [added: governance, corporate] responsibility or other public policy concerns.

In such an event, unless and until additional sources of capital are secured, we may be limited in [added: our ability, or unable, to service our debt obligations, pay dividends, grow our business, pay our other obligations when due, or engage in other corporate transactions.]

\- 14 -

competition in the industry.

Consolidations and strategic relationships in the independent agent channel in our Personal Lines business have increased competition and could continue to do so.

products.

For additional discussion of statutory profit limits, see *Management’s Discussion and Analysis of Financial Condition and Results of Operations – II.

Financial Condition* in the Annual Report.

Each jurisdiction’s unique

in virtual and hybrid workers relative to recent market trends.

That underwriting capacity can be influenced by

liquidity available to, one or more issuers of those securities or, in the case of asset-backed securities, due to the deterioration of the loans or other assets that underlie the securities.

our ability, or unable, to service our debt obligations, pay dividends, grow our business, pay our other obligations when due, or engage in other corporate transactions.

securities.

Beginning with its emergence in 2020, COVID-19 increased many of the risks described above and impacted our business, operations, and financial results in several ways.

We have discussed the associated risks and impacts of COVID-19 in our SEC filings beginning with its onset in 2020.

We believe that the existing risks and impacts of COVID-19 are not currently material to our business.

\- 28 -

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\- 31 -

The Progressive Corporation, an insurance holding company, has insurance and non-insurance subsidiaries and affiliates (references in this Item to subsidiaries [removed: includes] [added: include] affiliates as well).

The Progressive Corporation, together with its insurance and non-insurance [removed: subsidiaries and affiliates,] [added: subsidiaries,] comprise what we refer to as Progressive.

| •Chief [removed: Financial] [added: Investment] Officer | | | •Personal Lines President | | |

| •Chief [removed: Investment] [added: Strategy and Finance Management] Officer | | | •Commercial Lines President | | |

| •Chief [removed: Marketing] [added: Financial] Officer | | | [added: •Chief Marketing Officer] | | |

Our Personal Lines operating segment writes insurance for personal autos and special lines products (e.g., recreational vehicles, such as motorcycles, RVs, and watercraft), collectively referred to as our personal vehicle business, [removed: and, beginning in the fourth quarter 2024,] [added: and] personal residential property insurance for homeowners and renters.

The Personal Lines segment accounted for [removed: 85%] [added: 87%] of our total net premiums written in [removed: 2024, 84%] [added: 2025, 85%] in [removed: 2023,] [added: 2024,] and [removed: 82%] [added: 84%] in [removed: 2022.][added: 2023.]

[removed: As of December 31, 2024,] [added: For 2025,] our personal vehicle products represented [removed: 95%] [added: 96%] of our total Personal Lines net premiums written, [added: 95% for 2024,] and 94% [removed: at the end of both 2023 and 2022.][added: for 2023.]

- Personal auto insurance represented 95% of our total personal vehicle net premiums written in [added: both 2025 and] 2024, and 94% in [removed: both 2023 and 2022.][added: 2023.]

We ranked second in market share in the U.S. private passenger auto insurance market, based on [removed: 2023] [added: 2024] premiums written, and we believe we continue to hold that position for [removed: 2024.][added: 2025.]

There are approximately [removed: 240] [added: 230] competitors in this market.

Progressive and the other leading 15 private passenger auto insurers, each of which writes over [removed: $2.5] [added: $3] billion of premiums annually, comprise about 85% of this market.

All industry data, including ranking and market share, based on premiums written, has been obtained directly from data reported by either [removed: SNL Financial] [added: S&P Global Market Intelligence] or A.M. Best Company, Inc. (A.M. Best), or was estimated using A.M. Best data as the primary source.

Our personal property business represented [removed: 5%] [added: 4%] of our total Personal Lines net premiums written in [added: 2025, 5% in] 2024, and 6% in [removed: both 2023 and 2022,] [added: 2023,] with about 95% of the total personal property net premiums written attributable to the homeowners and renters products.

We were the [removed: eleventh] [added: twelfth] largest homeowners carrier in the U.S., based on [removed: 2023] [added: 2024] premiums written, and we are currently unable to determine if we will hold that ranking for [removed: 2024.][added: 2025.]

Progressive and the other leading [removed: 30] [added: 28] large companies/groups, each with over [removed: $800 million] [added: $1 billion] of premiums written annually, comprise about 80% of the market.

Volume potential is driven by our price competitiveness, the actions of our competitors, brand recognition, and quality service delivered through our [removed: dedicated] employees who embody the Progressive culture, among other factors.

- The agency personal vehicle business includes business written by our network of more than 40,000 independent insurance agencies located throughout the U.S., [removed: including] [added: as well as] brokerages in New York and California.

The total personal vehicle net premiums written through the agency channel represented [removed: 45%] [added: 43%] of our total personal vehicle volume in [removed: 2024, 46%] [added: 2025, 45%] in [removed: 2023,] [added: 2024,] and [removed: 47%] [added: 46%] in [removed: 2022.][added: 2023.]

The total personal property net premiums written through the agency channel represented [removed: 74%] [added: 72%] of our total personal property volume in [removed: 2024, 77%] [added: 2025, 74%] in [removed: 2023,] [added: 2024,] and [removed: 75%] [added: 77%] in [removed: 2022.][added: 2023.]

- The direct [added: personal] vehicle business includes business written directly by us online [removed: and over the] [added: or by] phone.

The total net premiums written by the direct [added: personal] vehicle business represented [removed: 55%] [added: 57%] of our total personal vehicle volume in [removed: 2024, 54%] [added: 2025, 55%] in [removed: 2023,] [added: 2024,] and [removed: 53%] [added: 54%] in [removed: 2022.][added: 2023.]

In addition to being able to quote [removed: and purchase] our personal property products on HQX, consumers are able to quickly and easily compare homeowners insurance online from Progressive and other carriers.

The total net premiums written by the direct personal property business represented [removed: 26%] [added: 28%] of our total personal property volume in [removed: 2024, 23%] [added: 2025, 26%] in [removed: 2023,] [added: 2024,] and [removed: 25%] [added: 23%] in [removed: 2022.][added: 2023.]

In [removed: January 2024,] [added: the third quarter 2025,] we started rolling out our latest personal auto product offering, model [removed: 8.9,] [added: 9.0,] which contains new and expanded [removed: usage of external data and new] coverage features.

As of December 31, [removed: 2024, 17] [added: 2025, 10] states, that represented about [removed: 40%] [added: 25%] of [removed: both] [added: our] companywide personal auto [added: net] premiums [removed: and total personal auto policies in force,] [added: written,] are on model [removed: 8.9] [added: 9.0] and, overall, we are seeing favorable conversion results [removed: with preferred business showing] [added: in both] the [removed: most promising elasticities.][added: agency and direct channels.]

Our [removed: 9.0] [added: 9.1] model is currently in execution planning, and we expect the first state to elevate in [removed: mid-2025.][added: early 2027.]

We continued to advance our personal property product segmentation, pricing, and risk selection capabilities in [removed: 2024.][added: 2025.]

Through the end of the year, we had [removed: 20] [added: 39] states elevated to our [removed: next generation product model,] [added: next-generation-product models (5.0 and higher),] which represented [removed: just over 55%] [added: close to 90%] of our personal property net premiums written.

Key features of our [removed: next generation product] [added: next-generation-product] models [removed: (5.0 and higher)] include expanded peril rating and the introduction of new rating variables.

Through this strategy, we seek to leverage our personal auto business with that of our personal property business, as well as insurance [added: products] and non-insurance [removed: products] [added: services] offered by unaffiliated third parties, to provide our customers access to a range of products addressing their diverse needs, with the option to “bundle” certain of the products together.

As of December 31, [removed: 2024,] [added: 2025,] we had nearly [removed: 7,100] [added: 6,000] Platinum agents.

- We offer independent agents [removed: an agency] [added: a] quoting system that makes it easier for them to bundle multiple policies with us.

The Commercial Lines business accounted for [removed: 15%] [added: 13%] of our total net premiums written in [removed: 2024, 16%] [added: 2025, 15%] in [removed: 2023,] [added: 2024,] and [removed: 18%] [added: 16%] in [removed: 2022.][added: 2023.]

Unless otherwise noted, the following discussion focuses on our commercial auto business and, therefore, excludes [removed: business] [added: business-related general liability and commercial property insurance (business] owners’ policy [removed: (BOP)] [added: (BOP))] and workers’ compensation products, which are discussed below.

During [removed: 2024,] [added: 2025,] we wrote about 90% of our commercial auto business through the agency channel, excluding transportation network company [removed: (TNC),] [added: (TNC) business,] which is all written through the direct channel.

We primarily compete with about [removed: 60] [added: 64] other large companies/groups, each having over $200 million of commercial auto premiums written annually.

Progressive and these leading commercial auto insurers comprise [removed: 87%] [added: 88%] of this market.

Progressive has ranked number one in the U.S. commercial auto market since 2015, and we believe that we continued to hold that position for [removed: 2024.][added: 2025.]

The core commercial auto business (which [removed: excluded] [added: excludes] TNC business and our Progressive Fleet & Specialty Programs (Fleet & Specialty) products) operates in the following commercial auto business market targets (BMT):

With the 9.0 model, we introduced embedded renters insurance as an optional endorsement to an auto policy.

This endorsement provides coverage that used to only be offered through a stand-alone renters policy.

Product 9.0 also includes updates to our rating calculation that improve our ability to more accurately match rate to risk by expanding our use of external data, introducing new rating variables, and refining existing rating variables.

We are continuing to roll out our newest special lines product model (R17), which was first launched in late 2024 and consists of 27 product enhancements that expand segmentation.

Our 8.3 core commercial auto product model launched in 11 states that represent 43% of our core commercial auto countrywide net premiums written at the end of 2025.

Our newest medium-fleet product model was fully deployed, in nearly all states, and our newest BOP model was in market in 34 states that represent 92% of our countrywide BOP net premiums written as of the end of 2025.

The BOP product, at year-end 2025, was available to agents in 46 states, excluding the District of Columbia.

In core commercial auto, we also launched and rolled out our new Cargo Plus endorsement.

The Cargo Plus endorsement expands coverage to better meet the needs of our for-hire transportation customers and was available in 49 states as of the end of 2025.

The program provides coverage for our personal property business and certain BOP product coverages.

The Florida retention is lower due to a Florida-only XOL layer generally providing up to $125 million of coverage in excess of the $75 million retention threshold and mandatory FHCF coverage.

For losses that exceed $200 million, we also retain a percent of the first reinsurance layer, up to $48 million, after applying FHCF coverage.

The coverage limits above were reduced by $70 million effective January 8, 2026, with the maturation of a catastrophe bond.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

The 2025 severe convective storm modeled loss aggregate XOL program, that provided $15 million of coverage, net of a retention of $665 million, was not renewed for 2026.

Beginning in 2026, we have an occurrence XOL program covering our special lines boat product, which provides coverage from January 1, 2026, through December 31, 2026.

This program provides $150 million of coverage for named windstorms in excess of a $225 million per event retention.

Portions of the boat XOL program include reinstatement limits providing coverage for subsequent events.

One prominent ratio monitored by regulators is the amount of net premiums written as a ratio of surplus.

For 2025, these subsidiaries represented 91% of our companywide total net premiums written.

surplus of $28.4 billion.

They create innovative products and services, serve our customers, and work hard to help us achieve our vision.

We also train our hiring managers on the importance of employing individuals with different kinds of backgrounds, experiences, perspectives, and skills.

We aim to provide a work environment that enables employees to present innovative ideas, share differing viewpoints, and constructively challenge assumptions.

We believe this approach has helped the company expand and grow our businesses and create additional career opportunities for our employees.

Moreover, we endeavor to provide employees with the tools and support to excel in their roles and build long-term careers at the company.

In addition to enhancing our work environment, we believe our ERGs give the company valuable insights to better serve our customers.

Additionally, we believe that ERG members are more engaged and more likely to stay with the company; as of December 31, 2025, their annualized employee retention rate was 94%, compared to 87% for non-ERG members.

*Supporting An Inclusive Workplace*

| •Chief Strategy Officer | | | | | |

Our personal vehicle business generally offers more than one program in a single state, with each program targeted to a specific distribution channel, market, or customer group.

With the 8.9 model, we first introduced Progressive vehicle protection, a new car mechanical breakdown coverage that a customer can add to their Progressive personal auto insurance, for eligible vehicles, to help manage the cost of unforeseen vehicle repairs.

Design work on the 9.1 model is underway and being finalized.

During the fourth quarter 2024, we elevated our newest special lines product model (R17) in its first state, which continues to expand segmentation and acceptability.

We will continue to roll out this product model during 2025.

Our latest deployed core commercial auto product model was in 14 states at December 31, 2024, which represented about 50% of our core commercial auto net premiums written.

We also completed development of our next product model that we began to roll out in early 2025.

Our Fleet & Specialty new medium fleet model was in 46 states at the end of 2024.

During 2024, our TNC business experienced a significant increase in rideshare miles traveled compared to 2023.

Our Commercial Lines business also offers business-related general liability and property insurance through our BOP insurance.

These products are geared specifically to small businesses and at year-end 2024 were available to agents in 46 states, excluding the District of Columbia, with plans to expand to additional states during 2025.

Our new BOP product model was in 24 states that represented approximately 75% of our trailing 12-month countrywide BOP premiums as of the end of 2024.

During 2024, we also maintained an excess of loss (XOL) reinsurance treaty covering our personal umbrella business; we chose not to reinsure our personal umbrella business in 2025.

In support of our annual occurrence XOL program, with a risk period effective June 1, 2025 through May 31, 2026, we issued all perils per occurrence catastrophe bonds in the amount of $275 million, which replaced the catastrophe bonds that mature prior to that risk period, including $200 million in named storm bonds that matured on December 23, 2024 and $135 million that are scheduled to mature on March 16, 2025.

As part of the excess of loss program for 2025, we also entered into a severe convective storm modeled loss aggregate cover.

A severe convective storm is a type of thunderstorm characterized by strong winds, heavy rain, large hail, thunder, lightning, and sometimes tornadoes.

This modeled loss cover uses a third-party model to simulate weather patterns across the U.S. to generate loss estimates.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

The first layer of coverage under the aggregate XOL program does not provide coverage for named storms.

The second layer also includes a secondary coverage part with a retention threshold of $425 million that shares the same $100 million limit mentioned above.

The secondary coverage portion only provides coverage for named storms.

During 2023, a portion of the business was ceded to a reinsurance agreement written by a third-party reinsurer.

Over the past two decades, these changes have further intensified the competitive nature of the property-casualty insurance markets in which we operate.

We believe our

*Diversity, Equity, and Inclusion*

For Progressive, our inclusive workplace philosophy is not represented by just a program, initiative, or singular goal.

We take a holistic approach guided by four primary objectives, which have been in place for several years: (1) to maintain a fair and inclusive work environment; (2) to reflect the customers we serve; (3) for our leaders to reflect the people they lead; and (4) to contribute to our communities.

\- 14 -

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the voting common shares held by non-affiliates of the registrant at June 30, [removed: 2024: $120,872,430,194][added: 2025: $155,911,082,530]

The number of the registrant’s Common Shares, $1.00 par value, outstanding as of January 31, [removed: 2025: 586,207,679][added: 2026: 585,906,353]

Portions of the registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on May [removed: 9, 2025,] [added: 8, 2026,] and the Annual Report to Shareholders of The Progressive Corporation and subsidiaries for the year ended December 31, [removed: 2024,] [added: 2025,] included as Exhibit 13 to this Form 10-K, are incorporated by reference in Parts I, II, III, and IV hereof.

We also employ contractual nondisclosure requirements and use limitations consistent with our published Privacy Policy, and typically reserve the right to review third-party compliance against the required standards, where we [removed: deem] [added: consider it] appropriate.

The [removed: CSO reports directly to the Chief Financial Officer and] [added: CSO, or a senior member of his team,] provides regular cybersecurity updates to the CEO, other members of the executive team, and the Board of Directors’ Technology Committee.

The Technology Committee of the Board of Directors oversees our use of technology in [added: executing the company’s] business strategy as well as the major risks arising from our technology, digital and data [removed: strategies,] [added: strategies (including with respect to artificial intelligence),] legacy [removed: information] systems, technology investments, data privacy, operational performance, cybersecurity programs, and technology-related business continuity and disaster recovery programs.

The Technology Committee, which includes directors with technology experience, also oversees management’s [removed: effort] [added: efforts] to mitigate these risks.

The CSO reports directly to the Chief Financial Officer.

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At December 31, [removed: 2024,] [added: 2025,] we owned [removed: 52] [added: 38] buildings located throughout the U.S. About [removed: half] [added: one third] of these buildings are claims offices.

Our owned facilities, which contain approximately [removed: 3.9] [added: 3.3] million square feet of space, are generally not segregated by segment.

We own significant locations in Mayfield Village, Ohio and surrounding suburbs (including our corporate headquarters); Colorado Springs, Colorado; [added: and] St. Petersburg, [removed: Florida; and Tampa,] Florida.

We lease approximately [removed: 1.8] [added: 1.9] million square feet of space throughout the U.S. These leases are generally short-term to medium-term leases of commercial space.

\- 29 -

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We had [removed: 1,614] [added: 1,557] shareholders of record on January 31, [removed: 2025.][added: 2026.]

| [removed: 2024] [added: 2025] Calendar Month | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs | | |

Progressive’s financial policies state that we will repurchase shares to neutralize dilution from equity-based compensation in the year of issuance [removed: and] [added: or] as an option to effectively use under-leveraged capital.

In May [removed: 2024,] [added: 2025,] the Board of Directors approved an authorization for the company to repurchase up to 25 million of its common shares.

During the fourth quarter [removed: 2024,] [added: 2025,] all repurchases were accomplished in conjunction with our equity incentive awards [removed: at] [added: or through] the [removed: then-current market prices; there were no] open market [removed: purchases during] [added: at] the [removed: quarter.][added: then-current market prices.]

| October | | | 111,240 | | | | | | $ | 219.47 | | | | | 305,188 | | | | | | 24,694,812 | | |

| November | | | 108,993 | | | | | | 214.56 | | | | | | 414,181 | | | | | | 24,585,819 | | |

| December | | | 49,100 | | | | | | 227.55 | | | | | | 463,281 | | | | | | 24,536,719 | | |

| Total | | | 269,333 | | | | | | $ | 218.96 | | | | | | | | | | | | | |

| October | | | 195 | | | | | | $ | 253.66 | | | | | 423,931 | | | | | | 24,576,069 | | |

| November | | | 51 | | | | | | 244.21 | | | | | | 423,982 | | | | | | 24,576,018 | | |

| December | | | 79 | | | | | | 266.98 | | | | | | 424,061 | | | | | | 24,575,939 | | |

| Total | | | 325 | | | | | | $ | 255.41 | | | | | | | | | | | | | |

During the fourth quarter [removed: 2024,] [added: 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 [added: 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 [added: 2025] Proxy [removed: Statement, as defined below,] [added: Statement] for a description of the company’s equity compensation plans).

| Patrick K. Callahan | | | Personal Lines President | | | November [removed: 18, 2024] [added: 20, 2025] | | | October [removed: 1, 2025] [added: 30, 2026] | | |

| Karen B. Bailo | | | Commercial Lines President | | | November 20, 2025 | | | August 3, 2026 | | |

| Carl G. Joyce | | | Vice President and Chief Accounting Officer | | | November 20, 2025 | | | March 31, 2026 | | |

| Officers | | | | | | | | | | | |

| Jonathan S. Bauer | | | Chief Investment Officer | | | November 18, 2024 | | | September 2, 2025 | | |

\- 31 -

\- 32 -

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 [removed: 9, 2025] [added: 8, 2026] (the Proxy Statement).

| Susan Patricia Griffith | | | | | | [removed: 60] [added: 61] | | | | | | President and Chief Executive Officer | | |

| John P. Sauerland | | | | | | [removed: 60] [added: 61] | | | | | | Vice President and Chief Financial Officer | | |

| Jonathan S. Bauer | | | | | | [removed: 47] [added: 48] | | | | | | Chief Investment Officer | | |

| Steven A. Broz | | | | | | [removed: 54] [added: 55] | | | | | | Chief Information Officer | | |

| Patrick K. Callahan | | | | | | [removed: 54] [added: 55] | | | | | | Personal Lines President | | |

| William L. Clawson II | | | | | | [removed: 55] [added: 56] | | | | | | Chief Human Resources Officer since December 2021; [added: Business Leader] Compensation and Benefits [removed: Business Leader] prior to December 2021 | | |

| John Murphy | | | | | | [removed: 55] [added: 56] | | | | | | Claims President since December 2021; Customer Relationship Management President prior to December 2021 | | |

| Lori Niederst | | | | | | [removed: 51] [added: 52] | | | | | | Customer Relationship Management President since December 2021; Chief Human Resources Officer prior to December 2021 | | |

| David M. Stringer | | | | | | [removed: 50] [added: 51] | | | | | | Vice President, Secretary, and Chief Legal Officer since January 2024; Deputy General Counsel, Litigation and Employment, prior to January 2024 | | |

| Andrew J. Quigg | | | | | | [removed: 45] [added: 46] | | | | | | Chief Strategy [added: and Finance Management] Officer [added: since February 2026; Chief Strategy Officer prior to February 2026] | | |

*Shareholder-Proposed Candidate Procedures.* There were no material changes during [removed: 2024] [added: 2025] to Progressive’s procedures by which a shareholder can recommend a director candidate.

| Karen B. Bailo | | | | | | 58 | | | | | | Commercial Lines President | | |

| 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 | | |

\- 32 -

| Karen B. Bailo | | | | | | 57 | | | | | | Commercial Lines President since October 2020; Commercial Lines Acquisition and Small Business General Manager prior to October 2020 | | |

| Remi Kent | | | | | | 49 | | | | | | Chief Marketing Officer since November 2021; 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 | | |

| Mariann Wojtkun Marshall | | | | | | 62 | | | | | | Vice President, Chief Accounting Officer, and Assistant Secretary | | |

\- 33 -

The following information is set forth with respect to our equity compensation plans at December 31, [removed: 2024.][added: 2025.]

| Amended and Restated 2017 Directors Equity Incentive Plan | | | | | | [removed: 14,649] [added: 11,134] | | | | | | NA | | | | | | [removed: 376,883] [added: 365,749] | | | 4 | | |

Reflects the target value of [removed: 447,477] [added: 267,787] and [removed: 342] [added: 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 [removed: 1,105,178] [added: 663,216] and [removed: 855] [added: 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 [removed: —] [added: –] Employee Benefit Plans* in our Annual Report.

| 2024 Equity Incentive Plan | | | | | | 448,787 | | | 2 | | | NA | | | | | | 9,596,411 | | | 3 | | |

| 2015 Equity Incentive Plan | | | | | | 1,647,530 | | | 2 | | | NA | | | | | | 464,499 | | | 3 | | |

| Total | | | | | | 2,107,451 | | | | | | NA | | | | | | 10,426,659 | | | | | |

| 2024 Equity Incentive Plan | | | | | | 21,822 | | | 2 | | | NA | | | | | | 10,162,765 | | | 3 | | |

| 2015 Equity Incentive Plan | | | | | | 2,483,840 | | | 2 | | | NA | | | | | | 380,365 | | | 3 | | |

| Total | | | | | | 2,520,311 | | | | | | NA | | | | | | 10,920,013 | | | | | |

\- 33 -

\- 34 -

- Consolidated Statements of Comprehensive Income - For the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

- Consolidated Balance Sheets - December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

- Consolidated Statements of Changes in Shareholders’ Equity - For the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

- Consolidated Statements of Cash Flows - For the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

The following financial statement [removed: schedules, Report of Independent Registered Public Accounting Firm,] [added: schedules] and [removed: Consent] [added: Report] of Independent Registered Public Accounting Firm are included in Item 15(c):

See [removed: exhibit index] [added: the Exhibit Index] contained herein beginning at page [removed: 47,] [added: 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 [removed: 10.48.][added: 10.37.]

| United States Government and government agencies and authorities | | | $ | [removed: 47,103] [added: 43,114] | | | | | $ | [removed: 45,988] [added: 43,298] | | | | | $ | [removed: 45,988] [added: 43,298] | |

| States, municipalities, and political subdivisions | | | [removed: 2,893] [added: 3,342] | | | | | | [removed: 2,778] [added: 3,303] | | | | | | [removed: 2,778] [added: 3,303] | | |

| Foreign government obligations | | | [removed: 16] [added: 17] | | | | | | [removed: 16] [added: 17] | | | | | | [removed: 16] [added: 17] | | |

| Public utilities | | | [removed: 1,432] [added: 34] | | | | | | [removed: 1,412] [added: 128] | | | | | | [removed: 1,412] [added: 128] | | |

| Corporate and other debt securities | | | [removed: 12,679] [added: 17,941] | | | | | | [removed: 12,542] [added: 18,132] | | | | | | [removed: 12,542] [added: 18,132] | | |

| Asset-backed securities | | | [removed: 13,003] [added: 16,458] | | | | | | [removed: 12,596] [added: 16,257] | | | | | | [removed: 12,596] [added: 16,257] | | |

| Total fixed maturities | | | [removed: 77,126] [added: 82,704] | | | | | | [removed: 75,332] [added: 82,866] | | | | | | [removed: 75,332] [added: 82,866] | | |

| Public utilities | | | [removed: 38] [added: 1,832] | | | | | | [removed: 121] [added: 1,859] | | | | | | [removed: 121] [added: 1,859] | | |

| Banks, trusts, and insurance companies | | | [removed: 143] [added: 145] | | | | | | [removed: 579] [added: 611] | | | | | | [removed: 579] [added: 611] | | |

| Industrial, miscellaneous, and all other | | | [removed: 564] [added: 640] | | | | | | [removed: 2,875] [added: 3,359] | | | | | | [removed: 2,875] [added: 3,359] | | |

| Nonredeemable preferred stocks | | | [removed: 756] [added: 419] | | | | | | [removed: 728] [added: 404] | | | | | | [removed: 728] [added: 404] | | |

| Total equity securities | | | [removed: 1,501] [added: 1,238] | | | | | | [removed: 4,303] [added: 4,502] | | | | | | [removed: 4,303] [added: 4,502] | | |

| Short-term investments | | | [removed: 615] [added: 10,005] | | | | | | [removed: 615] [added: 10,005] | | | | | | [removed: 615] [added: 10,005] | | |

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, [removed: 2024.][added: 2025.]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Dividends from subsidiaries | | | $ | [removed: 3,667] [added: 10,151] | | | | | $ | [removed: 399] [added: 3,667] | | | | | $ | [removed: 541] [added: 399] | |

| Undistributed income from subsidiaries | | | [removed: 4,947] [added: 1,222] | | | | | | [removed: 3,572] [added: 4,947] | | | | | | [removed: 325] [added: 3,572] | | |

| Equity in net income of subsidiaries | | | [removed: 8,614] [added: 11,373] | | | | | | [removed: 3,971] [added: 8,614] | | | | | | [removed: 866] [added: 3,971] | | |

| Intercompany investment income | | | [removed: 149] [added: 166] | | | | | | [removed: 205] [added: 149] | | | | | | [removed: 92] [added: 205] | | |

| Total revenues | | | [removed: 8,763] [added: 11,539] | | | | | | [removed: 4,176] [added: 8,763] | | | | | | [removed: 958] [added: 4,176] | | |

| Interest expense | | | 280 | | | | | | [removed: 270] [added: 280] | | | | | | [removed: 246] [added: 270] | | |

| Deferred compensation1 | | | [removed: 54] [added: 18] | | | | | | [removed: 20] [added: 54] | | | | | | [removed: 25] [added: 20] | | |

| Other operating costs and expenses | | | 8 | | | | | | 8 | | | | | | [removed: 7] [added: 8] | | |

| Total expenses | | | [removed: 342] [added: 306] | | | | | | [removed: 298] [added: 342] | | | | | | [removed: 278] [added: 298] | | |

| Income before income taxes | | | [removed: 8,421] [added: 11,233] | | | | | | [removed: 3,878] [added: 8,421] | | | | | | [removed: 680] [added: 3,878] | | |

| Benefit for income taxes | | | [removed: 59] [added: 75] | | | | | | [removed: 25] [added: 59] | | | | | | [removed: 42] [added: 25] | | |

| [removed: Net income] [added: Net income] | | | [removed: 8,480] [added: 11,308] | | | | | | [removed: 3,903] [added: 8,480] | | | | | | [removed: 722] [added: 3,903] | | |

| Other comprehensive income (loss) | | | [removed: 193] [added: 1,526] | | | | | | [removed: 1,186] [added: 193] | | | | | | [removed: (2,843)] [added: 1,186] | | |

| [removed: Comprehensive] [added: Comprehensive] income [removed: (loss)] [added: (loss)] | | | $ | [removed: 8,673] [added: 12,834] | | | | | $ | [removed: 5,089] [added: 8,673] | | | | | $ | [removed: (2,121)] [added: 5,089] | |

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Investment in subsidiaries | | | [removed: 28,850] [added: 31,821] | | | | | | [removed: 23,410] [added: 28,850] | | |

| Receivable from investment subsidiary | | | [removed: 5,812] [added: 12,524] | | | | | | [removed: 3,791] [added: 5,812] | | |

| Intercompany receivable | | | [removed: 641] [added: 899] | | | | | | [removed: 887] [added: 641] | | |

\- 34 -

| | | | December 31, 2025 | | | | | | | | | | | | | | |

| Total investments | | | $ | 93,947 | | | | | $ | 97,373 | | | | | $ | 97,373 | |

| | | | 2025 | | | | | | 2024 | | |

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.

| Personal Lines | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 70,778 | | | | | | | | | | | $ | 46,662 | | | | | $ | 5,070 | | | | | $ | 11,252 | | | | | $ | 72,558 | |

| Commercial Lines | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,881 | | | | | | | | | | | | 7,296 | | | | | | 1,026 | | | | | | 1,279 | | | | | | 10,613 | | |

| Total | | | $ | 2,044 | | | | | $ | 43,310 | | | | | $ | 25,219 | | | | | $ | 0 | | | | | $ | 81,661 | | | | | $ | 3,549 | | | | | $ | 53,959 | | | | | $ | 6,096 | | | | | $ | 12,553 | | | | | $ | 83,174 | |

(millions)

| December 31, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

March 2, 2026

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | December 31, 2024 | | | | | | | | | | | | | | |

| Total investments | | | $ | 79,242 | | | | | $ | 80,250 | | | | | $ | 80,250 | |

(millions - except per share amounts)

| Serial Preferred Shares, Series B, no par value (cumulative, liquidation preference of $1,000 per share) (authorized, issued, and outstanding 0 and 0.5) | | | 0 | | | | | | 494 | | |

For the years ended December 31, non-cash activity included the following:

| Common share dividends1 | | | $ | 2,695 | | | | | $ | 498 | | | | | $ | 58 | |

| Preferred share dividends and redemption1 | | | 3 | | | | | | 0 | | | | | | 13 | | |

1 Includes declared but unpaid dividends and unpaid excise taxes on redemption.

1 The increase in income taxes paid in 2024 was primarily driven by higher profitability, compared to the prior years.

Accrued dividends are recorded as dividends payable on common shares on our condensed balance sheets; 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.

| Personal Lines3 | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 40,150 | | | | | | | | | | | $ | 31,572 | | | | | $ | 3,003 | | | | | $ | 4,904 | | | | | $ | 41,680 | |

| Commercial Lines | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,088 | | | | | | | | | | | | 6,545 | | | | | | 913 | | | | | | 948 | | | | | | 9,399 | | |

| Total | | | $ | 1,544 | | | | | $ | 30,359 | | | | | $ | 17,294 | | | | | $ | 0 | | | | | $ | 49,241 | | | | | $ | 1,236 | | | | | $ | 38,123 | | | | | $ | 3,917 | | | | | $ | 5,859 | | | | | $ | 51,081 | |

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.

Personal Lines information for 2023 and 2022 was recast to include our personal property insurance products; these products were reported separately in prior years.

| December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

March 3, 2025

\- 43 -

| March [removed: 3, 2025] [added: 2, 2026] | | | By: | | | /s/ Susan Patricia Griffith | | |

| /s/ Susan Patricia Griffith | | | | | | Director, President and Chief Executive Officer | | | | | | March [removed: 3, 2025] [added: 2, 2026] | | |

| /s/ John P. Sauerland | | | | | | Vice President and Chief Financial Officer | | | | | | March [removed: 3, 2025] [added: 2, 2026] | | |

| /s/ [removed: Mariann Wojtkun Marshall] [added: Carl G. Joyce] | | | | | | Vice President and Chief Accounting Officer | | | | | | March [removed: 3, 2025] [added: 2, 2026] | | |

| * | | | | | | Chairperson of the Board | | | | | | March [removed: 3, 2025] [added: 2, 2026] | | |

| * | | | | | | Director | | | | | | March [removed: 3, 2025] [added: 2, 2026] | | |

| By: | | | /s/ David M. Stringer | | | | | | | | | March [removed: 3, 2025] [added: 2, 2026] | | |

| 10(iii) | | | | | | 10.1 | | | | | | [The Progressive Corporation [removed: 202](https://www.sec.gov/Archives/edgar/data/80661/000008066125000007/pgr-20241231exhibit101.htm)[5](https://www.sec.gov/Archives/edgar/data/80661/000008066125000007/pgr-20241231exhibit101.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/80661/000008066126000086/pgr-20251231exhibit101.htm)[6](https://www.sec.gov/Archives/edgar/data/80661/000008066126000086/pgr-20251231exhibit101.htm)] [Gainshare [removed: Plan](https://www.sec.gov/Archives/edgar/data/80661/000008066125000007/pgr-20241231exhibit101.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/80661/000008066126000086/pgr-20251231exhibit101.htm)] | | | | | | Filed herewith | | | | | | | | |

| 10(iii) | | | | | | [removed: 10.4] [added: 10.5] | | | | | | [Form of Restricted Stock Unit Award Agreement for Time-Based Awards (for 2024)](https://www.sec.gov/Archives/edgar/data/80661/000008066124000018/pgr-2024331exhibit101.htm) | | | | | | Quarterly Report on Form 10-Q (filed on May 6, 2024; Exhibit 10.1 therein) | | | | | | | | |

| 10(iii) | | | | | | [removed: 10.5] [added: 10.6] | | | | | | [Form of Restricted Stock Unit Award Agreement for Time-Based Awards under The Progressive Corporation 2015 Equity Incentive Plan (for 2023)](https://www.sec.gov/Archives/edgar/data/80661/000008066123000023/pgr-2023331exhibit101.htm) | | | | | | Quarterly Report on Form 10-Q (filed on May 2, 2023; Exhibit 10.1 therein) | | | | | | | | |

| 10(iii) | | | | | | [removed: 10.6] [added: 10.7] | | | | | | [Form of Restricted Stock Unit Award Agreement for Time-Based Awards under The Progressive Corporation 2015 Equity Incentive Plan (for 2022)](https://www.sec.gov/Archives/edgar/data/80661/000008066122000058/pgr-2022331exhibit101.htm) | | | | | | Quarterly Report on Form 10-Q (filed on May 2, 2022; Exhibit 10.1 therein) | | | | | | | | |

| 10(iii) | | | | | | [removed: 10.7] [added: 10.10] | | | | | | [Form of Restricted Stock Unit Award Agreement for [removed: 2021 Time-Based] [added: Performance-Based] Awards [added: (Performance Versus Market)] under The Progressive Corporation 2015 Equity Incentive Plan (for [removed: 2021)](https://www.sec.gov/Archives/edgar/data/80661/000008066121000024/pgr-20210320exhibit101.htm)] [added: 2023)](https://www.sec.gov/Archives/edgar/data/80661/000008066123000023/pgr-2023331exhibit102.htm)] | | | | | | [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] (filed on [removed: March 25, 2021;] [added: May 2, 2023;] Exhibit [removed: 10.1] [added: 10.2] therein) | | | | | | | | |

| 10(iii) | | | | | | [removed: 10.8] [added: 10.9] | | | | | | [Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Performance Versus Market) (for 2024)](https://www.sec.gov/Archives/edgar/data/80661/000008066124000018/pgr-2024331exhibit102.htm) | | | | | | Quarterly Report on Form 10-Q (filed on May 6, 2024; Exhibit 10.2 therein) | | | | | | | | |

| 10(iii) | | | | | | [removed: 10.9] [added: 10.8] | | | | | | [Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Performance Versus Market) [removed: under The Progressive Corporation 2015 Equity Incentive Plan] (for [removed: 2023)](https://www.sec.gov/Archives/edgar/data/80661/000008066123000023/pgr-2023331exhibit102.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/80661/000008066125000023/pgr-2025331exhibit102.htm)[5](https://www.sec.gov/Archives/edgar/data/80661/000008066125000023/pgr-2025331exhibit102.htm)[)](https://www.sec.gov/Archives/edgar/data/80661/000008066125000023/pgr-2025331exhibit102.htm)] | | | | | | Quarterly Report on Form 10-Q (filed on May [removed: 2, 2023;] [added: 5, 2025;] Exhibit 10.2 therein) | | | | | | | | |

| 10(iii) | | | | | | [removed: 10.10] [added: 10.12] | | | | | | [Form of Restricted Stock Unit Award Agreement for Performance-Based Awards [removed: (Performance Versus Market) under The Progressive Corporation 2015 Equity Incentive Plan] [added: (Investment Results)] (for [removed: 2022)](https://www.sec.gov/Archives/edgar/data/80661/000008066122000058/pgr-2022331exhibit102.htm)] [added: 2024)](https://www.sec.gov/Archives/edgar/data/80661/000008066124000018/pgr-2024331exhibit103.htm)] | | | | | | Quarterly Report on Form 10-Q (filed on May [removed: 2, 2022;] [added: 6, 2024;] Exhibit [removed: 10.2] [added: 10.3] therein) | | | | | | | | |

| 10(iii) | | | | | | 10.11 | | | | | | [Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Investment Results) (for [removed: 2024)](https://www.sec.gov/Archives/edgar/data/80661/000008066124000018/pgr-2024331exhibit103.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/80661/000008066125000023/pgr-2025331exhibit103.htm)[5](https://www.sec.gov/Archives/edgar/data/80661/000008066125000023/pgr-2025331exhibit103.htm)[)](https://www.sec.gov/Archives/edgar/data/80661/000008066125000023/pgr-2025331exhibit103.htm)] | | | | | | Quarterly Report on Form 10-Q (filed on May [removed: 6, 2024;] [added: 5, 2025;] Exhibit 10.3 therein) | | | | | | | | |

| 10(iii) | | | | | | [removed: 10.12] [added: 10.16] | | | | | | [Form of Restricted Stock [removed: Unit] Award Agreement [removed: for Performance-Based Awards (Investment Results)] under The Progressive Corporation [removed: 2015] [added: Amended and Restated 2017 Directors] Equity Incentive Plan (for [removed: 2023)](https://www.sec.gov/Archives/edgar/data/80661/000008066123000023/pgr-2023331exhibit103.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/80661/000008066125000051/pgr-2025630exhibit101.htm)[5](https://www.sec.gov/Archives/edgar/data/80661/000008066125000051/pgr-2025630exhibit101.htm)[)](https://www.sec.gov/Archives/edgar/data/80661/000008066125000051/pgr-2025630exhibit101.htm)] | | | | | | Quarterly Report on Form 10-Q (filed on [removed: May 2, 2023;] [added: August 4, 2025;] Exhibit [removed: 10.3] [added: 10.1] therein) | | | | | | | | |

| 10(iii) | | | | | | 10.13 | | | | | | [Form of Restricted Stock Unit Award Agreement for Special Time/Performance-Based Award (for [removed: 2024)](https://www.sec.gov/Archives/edgar/data/80661/000008066124000018/pgr-2024331exhibit104.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/80661/000008066125000023/pgr-2025331exhibit104.htm)[5](https://www.sec.gov/Archives/edgar/data/80661/000008066125000023/pgr-2025331exhibit104.htm)[)](https://www.sec.gov/Archives/edgar/data/80661/000008066125000023/pgr-2025331exhibit104.htm)] | | | | | | Quarterly Report on Form 10-Q (filed on May [removed: 6, 2024;] [added: 5, 2025;] Exhibit 10.4 therein) | | | | | | | | |

| 10(iii) | | | | | | [removed: 10.16] [added: 10.36] | | | | | | [removed: [Form of Restricted Stock Award Agreement under The] [added: [The] Progressive Corporation [removed: Amended and Restated 2017 Directors Equity Incentive] [added: Executive Separation Allowance] Plan [removed: (for 2024)](https://www.sec.gov/Archives/edgar/data/80661/000008066124000031/pgr-2024630exhibit101.htm)] [added: (2024 Amendment and Restatement)](https://www.sec.gov/Archives/edgar/data/80661/000008066124000031/pgr-2024630exhibit103.htm)] | | | | | | Quarterly Report on Form 10-Q (filed on August 5, 2024; Exhibit [removed: 10.1] [added: 10.3] therein) | | | | | | | | |

| 10(iii) | | | | | | [removed: 10.39] [added: 10.34] | | | | | | [removed: [Eighth] [added: [First] Amendment to The Progressive Corporation [removed: Executive Deferred Compensation Trust (2002] [added: Directors Restricted Stock Deferral Plan (2008] Amendment and [removed: Restatement)](https://www.sec.gov/Archives/edgar/data/80661/000008066119000008/pgr-20181231exhibit1049.htm)] [added: Restatement)](https://www.sec.gov/Archives/edgar/data/80661/000008066119000008/pgr-20181231exhibit1056.htm)] | | | | | | Annual Report on Form 10-K (filed on February 27, 2019; Exhibit [removed: 10.49] [added: 10.56] therein) | | | | | | | | |

| 10(iii) | | | | | | [removed: 10.40] [added: 10.33] | | | | | | [removed: [Ninth Amendment to The] [added: [The] Progressive Corporation [removed: Executive Deferred Compensation Trust](https://www.sec.gov/Archives/edgar/data/80661/000008066115000026/exhibit10533115.htm)] [added: Directors Restricted Stock Deferral Plan (2008 Amendment and Restatement)](https://www.sec.gov/Archives/edgar/data/80661/000008066119000023/pgr-2019331exhibit104d.htm)] | | | | | | Quarterly Report on Form 10-Q (filed on May [removed: 11, 2015;] [added: 1, 2019;] Exhibit [removed: 10.5] [added: 10.4] therein) | | | | | | | | |

| 10(iii) | | | | | | [removed: 10.41] [added: 10.32] | | | | | | [removed: [Tenth Amendment to The] [added: [The] Progressive Corporation [removed: Executive Deferred Compensation Trust](https://www.sec.gov/Archives/edgar/data/80661/000008066115000026/exhibit10633115.htm)] [added: Directors Deferral Plan (2015 Amendment and Restatement)](https://www.sec.gov/Archives/edgar/data/80661/000008066116000080/exhibit1077123115.htm)] | | | | | | [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] (filed on [removed: May 11, 2015;] [added: February 29, 2016;] Exhibit [removed: 10.6] [added: 10.77] therein) | | | | | | | | |

| 10(iii) | | | | | | [removed: 10.42] [added: 10.31] | | | | | | [The Progressive Corporation Directors Deferral Plan (2008 Amendment and Restatement)](https://www.sec.gov/Archives/edgar/data/80661/000008066118000011/pgr-20171231exhibit1091.htm) | | | | | | Annual Report on Form 10-K (filed on February 27, 2018; Exhibit 10.91 therein) | | | | | | | | |

| [removed: 10(iii)] [added: 19] | | | | | | [removed: 10.43] [added: 19] | | | | | | [The Progressive Corporation [removed: Directors Deferral Plan (2015 Amendment and Restatement)](https://www.sec.gov/Archives/edgar/data/80661/000008066116000080/exhibit1077123115.htm)] [added: Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/80661/000008066125000007/pgr-12312024exhibit19.htm)] | | | | | | Annual Report on Form 10-K (filed on [removed: February 29, 2016;] [added: March 3, 2025;] Exhibit [removed: 10.77] [added: 19] therein) | | | | | | | | |

| 10(iii) | | | | | | [removed: 10.44] [added: 10.4] | | | | | | [removed: [The Progressive Corporation Directors] [added: [Form of] Restricted Stock [removed: Deferral Plan (2008 Amendment and Restatement)](https://www.sec.gov/Archives/edgar/data/80661/000008066119000023/pgr-2019331exhibit104d.htm)] [added: Unit Award Agreement for Time-Based Awards (for 202](https://www.sec.gov/Archives/edgar/data/80661/000008066125000023/pgr-2025331exhibit101.htm)[5](https://www.sec.gov/Archives/edgar/data/80661/000008066125000023/pgr-2025331exhibit101.htm)[)](https://www.sec.gov/Archives/edgar/data/80661/000008066125000023/pgr-2025331exhibit101.htm)] | | | | | | Quarterly Report on Form 10-Q (filed on May [removed: 1, 2019;] [added: 5, 2024;] Exhibit [removed: 10.4] [added: 10.1] therein) | | | | | | | | |

| 10(iii) | | | | | | [removed: 10.46] [added: 10.35] | | | | | | [Director Compensation Schedule for [removed: 202](https://www.sec.gov/Archives/edgar/data/80661/000008066125000007/pgr-20241231exhibit1046.htm)[4](https://www.sec.gov/Archives/edgar/data/80661/000008066125000007/pgr-20241231exhibit1046.htm)[\-202](https://www.sec.gov/Archives/edgar/data/80661/000008066125000007/pgr-20241231exhibit1046.htm)[5](https://www.sec.gov/Archives/edgar/data/80661/000008066125000007/pgr-20241231exhibit1046.htm) [Term](https://www.sec.gov/Archives/edgar/data/80661/000008066125000007/pgr-20241231exhibit1046.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/80661/000008066126000086/pgr-20241231exhibit1035.htm)[5](https://www.sec.gov/Archives/edgar/data/80661/000008066126000086/pgr-20241231exhibit1035.htm)[\-202](https://www.sec.gov/Archives/edgar/data/80661/000008066126000086/pgr-20241231exhibit1035.htm)[6](https://www.sec.gov/Archives/edgar/data/80661/000008066126000086/pgr-20241231exhibit1035.htm) [Term](https://www.sec.gov/Archives/edgar/data/80661/000008066126000086/pgr-20241231exhibit1035.htm)] | | | | | | Filed herewith | | | | | | | | |

| 10(iii) | | | | | | [removed: 10.48] [added: 10.37] | | | | | | [removed: [2025 Progressive] [added: [202](https://www.sec.gov/Archives/edgar/data/80661/000008066126000086/pgr-20251231exhibit1037.htm)[6](https://www.sec.gov/Archives/edgar/data/80661/000008066126000086/pgr-20251231exhibit1037.htm) [Progressive] Capital Management Annual Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/80661/000008066125000007/pgr-20241231exhibit1048.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/80661/000008066126000086/pgr-20251231exhibit1037.htm)] | | | | | | Filed herewith | | | | | | | | |

| 13 | | | | | | 13 | | | | | | [Annual Report to Shareholders of The Progressive Corporation and subsidiaries for the year ended December 31, [removed: 2024](https://www.sec.gov/Archives/edgar/data/80661/000008066125000007/pgr-20241231_d2.htm)] [added: 2025](https://www.sec.gov/Archives/edgar/data/80661/000008066126000086/pgr-20251231_d2.htm)] | | | | | | Filed herewith | | | | | | | | |

| [removed: 19] [added: 21] | | | | | | [removed: 19] [added: 21] | | | | | | [removed: [The] [added: [Subsidiaries of The] Progressive [removed: Corporation](https://www.sec.gov/Archives/edgar/data/80661/000008066125000007/pgr-12312024exhibit19.htm) [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/80661/000008066125000007/pgr-12312024exhibit19.htm)] [added: Corporation](https://www.sec.gov/Archives/edgar/data/80661/000008066126000086/pgr-20251231exhibit21.htm)] | | | | | | Filed herewith | | | | | | | | |

| [removed: 21] [added: 24] | | | | | | [removed: 21] [added: 24] | | | | | | [removed: [Subsidiaries] [added: [Powers] of [removed: The Progressive Corporation](https://www.sec.gov/Archives/edgar/data/80661/000008066125000007/pgr-20241231exhibit21.htm)] [added: Attorney](https://www.sec.gov/Archives/edgar/data/80661/000008066126000086/pgr-20251231exhibit24.htm)] | | | | | | Filed herewith | | | | | | | | |

| 23 | | | | | | 23 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/80661/000008066125000007/pgr-20241231exhibit23.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/80661/000008066126000086/pgr-20251231exhibit23.htm)] | | | | | | Filed herewith | | | | | | | | |

| 31 | | | | | | 31.1 | | | | | | [Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer, Susan Patricia [removed: Griffith](https://www.sec.gov/Archives/edgar/data/80661/000008066125000007/pgr-20241231exhibit311.htm)] [added: Griffith](https://www.sec.gov/Archives/edgar/data/80661/000008066126000086/pgr-20251231exhibit311.htm)] | | | | | | Filed herewith | | | | | | | | |

| 31 | | | | | | 31.2 | | | | | | [Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer, John P. [removed: Sauerland](https://www.sec.gov/Archives/edgar/data/80661/000008066125000007/pgr-20241231exhibit312.htm)] [added: Sauerland](https://www.sec.gov/Archives/edgar/data/80661/000008066126000086/pgr-20251231exhibit312.htm)] | | | | | | Filed herewith | | | | | | | | |

| 32 | | | | | | 32.1 | | | | | | [Section 1350 Certification of the Principal Executive Officer, Susan Patricia [removed: Griffith](https://www.sec.gov/Archives/edgar/data/80661/000008066125000007/pgr-20241231exhibit321.htm)] [added: Griffith](https://www.sec.gov/Archives/edgar/data/80661/000008066126000086/pgr-20251231exhibit321.htm)] | | | | | | Furnished herewith | | | | | | | | |

| 32 | | | | | | 32.2 | | | | | | [Section 1350 Certification of the Principal Financial Officer, John P. [removed: Sauerland](https://www.sec.gov/Archives/edgar/data/80661/000008066125000007/pgr-20241231exhibit322.htm)] [added: Sauerland](https://www.sec.gov/Archives/edgar/data/80661/000008066126000086/pgr-20251231exhibit322.htm)] | | | | | | Furnished herewith | | | | | | | | |

| 99 | | | | | | 99 | | | | | | [Letter to Shareholders from Susan Patricia Griffith, President and Chief Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/80661/000008066125000007/pgr-20241231exhibit99.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/80661/000008066126000086/pgr-20251231exhibit99.htm)] | | | | | | Filed herewith | | | | | | | | |

\- 43 -

| Carl G. Joyce | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | March 2, 2026 | | |

| * | | | | | | Director | | | | | | March 2, 2026 | | |

| * | | | | | | Director | | | | | | March 2, 2026 | | |

| * | | | | | | Director | | | | | | March 2, 2026 | | |

| * | | | | | | Director | | | | | | March 2, 2026 | | |

| * | | | | | | Director | | | | | | March 2, 2026 | | |

| * | | | | | | Director | | | | | | March 2, 2026 | | |

| * | | | | | | Director | | | | | | March 2, 2026 | | |

| Mariann Wojtkun Marshall | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 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) | | | | | | 10.31 | | | | | | [The Progressive Corporation Executive Deferred Compensation Trust (November 8, 2002 Amendment and Restatement)](https://www.sec.gov/Archives/edgar/data/80661/000119312512515997/d455540dex423.htm) | | | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.23 therein) | | | | | | | | |

| 10(iii) | | | | | | 10.32 | | | | | | [First Amendment to Trust Agreement between Fidelity Management Trust Company and Progressive](https://www.sec.gov/Archives/edgar/data/80661/000119312512515997/d455540dex424.htm) | | | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.24 therein) | | | | | | | | |

| 10(iii) | | | | | | 10.33 | | | | | | [Second Amendment to The Progressive Corporation Executive Deferred Compensation Trust](https://www.sec.gov/Archives/edgar/data/80661/000119312512515997/d455540dex425.htm) | | | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.25 therein) | | | | | | | | |

| 10(iii) | | | | | | 10.34 | | | | | | [Third Amendment to The Progressive Corporation Executive Deferred Compensation Trust](https://www.sec.gov/Archives/edgar/data/80661/000119312512515997/d455540dex426.htm) | | | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.26 therein) | | | | | | | | |

| 10(iii) | | | | | | 10.35 | | | | | | [Fourth Amendment to The Progressive Corporation Executive Deferred Compensation Trust](https://www.sec.gov/Archives/edgar/data/80661/000119312512515997/d455540dex427.htm) | | | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.27 therein) | | | | | | | | |

| 10(iii) | | | | | | 10.36 | | | | | | [Fifth Amendment to The Progressive Corporation Executive Deferred Compensation Trust](https://www.sec.gov/Archives/edgar/data/80661/000119312512515997/d455540dex428.htm) | | | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.28 therein) | | | | | | | | |

| 10(iii) | | | | | | 10.37 | | | | | | [Sixth Amendment to The Progressive Corporation Executive Deferred Compensation Trust](https://www.sec.gov/Archives/edgar/data/80661/000119312512515997/d455540dex429.htm) | | | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.29 therein) | | | | | | | | |

| 10(iii) | | | | | | 10.38 | | | | | | [Seventh Amendment to The Progressive Corporation Executive Deferred Compensation Trust](https://www.sec.gov/Archives/edgar/data/80661/000119312512515997/d455540dex430.htm) | | | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.30 therein) | | | | | | | | |

| 10(iii) | | | | | | 10.45 | | | | | | [First Amendment to The Progressive Corporation Directors Restricted Stock Deferral Plan (2008 Amendment and Restatement)](https://www.sec.gov/Archives/edgar/data/80661/000008066119000008/pgr-20181231exhibit1056.htm) | | | | | | Annual Report on Form 10-K (filed on February 27, 2019; Exhibit 10.56 therein) | | | | | | | | |

| 10(iii) | | | | | | 10.47 | | | | | | [The Progressive Corporation Executive Separation Allowance Plan (2024 Amendment and Restatement)](https://www.sec.gov/Archives/edgar/data/80661/000008066124000031/pgr-2024630exhibit103.htm) | | | | | | Quarterly Report on Form 10-Q (filed on August 5, 2024; Exhibit 10.3 therein) | | | | | | | | |

| 24 | | | | | | 24 | | | | | | [Powers of Attorney](https://www.sec.gov/Archives/edgar/data/80661/000008066125000007/pgr-20241231exhibit24.htm) | | | | | | Filed herewith | | | | | | | | |

\- 52 -

\- 53 -