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Item 5. Other Information.

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Item 5. Other Information.

(c) Insider Trading Arrangements

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). Jonathan S. Bauer’s plan provides for the sale of all of the shares issued upon vesting for certain outstanding equity awards previously granted to Mr. 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). 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.

Below are the details of each applicable Rule 10b5-1 trading arrangement:

NameTitleDate EnteredDate Expires****1Additional or Specified Shares
Jonathan S. BauerChief Investment OfficerAugust 21, 2025July 31, 2026450
John P. SauerlandVice President and Chief Financial OfficerAugust 21, 2025November 28, 20255,000

1 Subject to the plan’s earlier expiration or completion in accordance with its terms.

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.

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