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Insurance: Insider trading policies (Item 408(b))

Note: Item 408(b) of Regulation S-K requires disclosure of whether insider trading policies are adopted (often in the 10-K or proxy).
PROGRESSIVE CORP/OH/ (PGR) · Form 10-K for period ended 2025-12-31 · filed 2026-03-02 · Section: ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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 CategoryNumber of Securities to be Issued upon Exercise of Outstanding Options, Warrants and RightsWeighted-Average Exercise Price of Outstanding Options, Warrants and RightsNumber of Securities Remaining Available for Future Issuance Under Equity Compensation Plans 1
Equity compensation plans approved by security holders
Employee Plans :
2024 Equity Incentive Plan448,7872NA9,596,4113
2015 Equity Incentive Plan1,647,5302NA464,4993
Director Plans :
Amended and Restated 2017 Directors Equity Incentive Plan11,134NA365,7494
Equity compensation plans not approved by security holders
None
Total2,107,451NA10,426,659

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.

Verbatim excerpt (386 words), formatting simplified. View full filing on EDGAR →

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