pgr-20260318

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )


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o			Soliciting Material under §240.14a-12

THE PROGRESSIVE CORPORATION

(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The Progressive Corporation (NYSE:PGR) will hold its Annual Meeting of Shareholders on Friday, May 8, 2026, at 10:00 a.m. Eastern Time. The meeting will be held by online audio webcast only and there will be no physical location for the meeting. Accordingly, you will not be able to attend the Annual Meeting in person. You will be able to attend the Annual Meeting, vote, and submit your questions during the meeting via live audio-only webcast by visiting virtualshareholdermeeting.com/PGR2026. To participate in the Annual Meeting, you must have your 16-digit control number that is shown on your Notice of Internet Availability of Proxy Materials or proxy card.

At the Annual Meeting, shareholders will be asked to:

1.Elect as directors the 11 nominees identified in the attached Proxy Statement, each to serve for a term of one year;

2.Cast an advisory vote to approve our executive compensation program;

3.Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026; and

4.Transact such other business as may properly come before the meeting.

The foregoing items of business are described more fully in the Proxy Statement accompanying this Notice. Only shareholders of record of The Progressive Corporation at the close of business on March 13, 2026, are entitled to receive notice of and to vote at the meeting or any adjournment or postponement of the meeting. On or about March 23, 2026, we mailed a Notice of Internet Availability of Proxy Materials and printed copies of our proxy materials, if requested, to our shareholders. The Notice of Internet Availability of Proxy Materials provides instructions on how to access our proxy materials via the Internet and how you can obtain printed copies of our proxy materials.

Your vote is important. Whether or not you plan to participate in the meeting via the live audio-only webcast, please vote by Internet or telephone (following the instructions on the Notice of Internet Availability of Proxy Materials or the enclosed proxy card, if the Proxy Statement was mailed to you), or by completing and returning the proxy card (in the enclosed postage-paid envelope if you received a printed copy). If you later choose to revoke your proxy or change your vote, you may do so by following the procedures described in the Proxy Statement’s “Questions and Answers about the Annual Meeting and Voting” section.

By Order of the Board of Directors,

David M. Stringer, Secretary

March 23, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 8, 2026:

The proxy materials, including the Proxy Statement and the 2025 Annual Report to Shareholders

are available at progressiveproxy.com

A MESSAGE FROM THE BOARD OF DIRECTORS

March 23, 2026

To Progressive’s shareholders:

It is my pleasure to write to you on behalf of my fellow directors as we look back on another successful year and ahead to a promising future.

Progressive’s success is rooted in its ability to recognize, act on, and create opportunity. Through innovations in products and services, deliberate investments in people and culture, a relentless drive for improvement, and a steadfast commitment to its Core Values, Progressive consistently seeks and finds ways to delight its customers, engage its people, and deliver long-term, sustainable growth. In that spirit, my fellow directors and I were confident that Progressive could build on its remarkable performance in 2024 to deliver another outstanding year in 2025. And so it did.

Progressive’s performance in 2025 was remarkable by every measure. Just a few of the highlights that stand out to me are companywide policies in force growth of 10%, and companywide net premiums written growth of 12%. This growth was profitable across segments, and Progressive ended the year with a strengthened balance sheet and a debt-to-capital ratio of 18.5%, enabling us to return capital to our shareholders through stock purchases and a robust annual-variable dividend. We were just as pleased that Progressive ranked in the 99th percentile of companies in its annual engagement and culture survey in 2025, a continued testament to strong leadership, outstanding talent management, and exceptional investments in workplace culture.

As I do every year, I encourage you to read the most recent letter from Progressive’s Chief Executive Officer, Tricia Griffith, which accompanies the Annual Report. Tricia has a special knack for bringing business measures to life, sharing not only thoughtful perspective but messages she’s received during the year from customers and employees for whom Progressive made a difference. These accounts humanize the work Progressive does every day. Tricia’s letter also offers a thoughtful reflection on the products, people, operations, and strategies that supported Progressive’s success throughout 2025.

Broadening the horizon to the past five years, I’m delighted that Progressive’s longer-term results reflect the same disciplined execution anchored in clear strategic vision that informed the year just ended. During this five-year period, Progressive:

•delivered annualized rates of return on net income and comprehensive income of 26.0% and 25.2%, respectively;

•outpaced the S&P 500 by 1.6x and exceeded its peer group by 1.2x for total shareholder return;

•achieved annualized growth in net premiums written by 15%;

•maintained underwriting profitability aligned with its long-term 96 combined ratio target; and

•responsibly increased policies in force at a 9% annualized growth rate.

These achievements underscore the strength of our long‑term mindset and our commitment to building an enduring business. And on an industry-wide basis, Progressive’s five-year annualized underwriting margin of 8.3% and net premiums written growth of 15%, exceeded the industry’s underwriting margin of (0.4)% and net premiums written growth of 7%, in each case based on 2024 U.S. private passenger auto premiums written.

As Progressive grows, its opportunity to impact others grows in step. Progressive’s Purpose is to help people move forward and live fully. This weighty goal reflects the essential role that insurance plays in enabling people, businesses, and communities to pursue their own opportunities with confidence that Progressive will be there for them when needed. Last year I shared the Board’s observations of Progressive’s response to damaging hurricanes in 2024. While many communities were fortunate that the past year’s hurricane season was not as damaging, there were nonetheless many lives, families and businesses impacted by insured events, and Progressive’s people once again leapt into action wherever and whenever needed.

For a deeper look at how various initiatives support our business operations, financial performance, and Core Values, I invite you to read Progressive’s Corporate Sustainability Report, published this past September, which includes examples of teams striving to support one another, meet customer needs, and rise to the moment when it matters most. I’m confident you’ll appreciate the company’s commitment to culture, to ethical business practices, and to long-term sustainability.

My fellow directors and I believe opportunity expands through a purposeful long-term strategy and steadfast adherence to Progressive’s Core Values. These principles guide our oversight and reinforce our responsibility as stewards of your investment. We work closely with management throughout the year to evaluate competitive positioning, capital deployment, operational capabilities, and long‑term priorities, among other things. We enjoy bringing our varied backgrounds, experiences, perspectives, and skills to bear on these strategic discussions with management, which we invariably leave with confidence and enthusiasm.

We remain closely involved in overseeing key risks, working with management throughout the year to review and assess strategic, operational, and emerging risks. In recent years, we’ve dedicated focused attention to cybersecurity, to responsible use of artificial intelligence, and to fostering strong leadership and a healthy, inclusive culture. We recognize that Progressive’s people, the technologies they use, and their facility with emerging tools—and awareness of evolving customer, community, and employee preferences and expectations—are central to Progressive’s long-term success. Through both committee work and full Board oversight, we aim to support Progressive’s enduring strength and ensure the company continues to thrive for years to come. As with our engagement on opportunities, our engagement on risks is all the richer for the variety of experiences and knowledge we bring to these discussions.

In keeping with past years, the Board engaged at length with Progressive people throughout 2025. This is its own form of opportunity—for us and for Progressive’s people—and is incredibly meaningful to us. We connected not only in the boardroom and in committee meetings, but through mentoring, employee resource group events, and broader leadership programs. We met with employees across levels and functions and gained firsthand insight into the many ways Progressive’s Core Values guide their everyday work. These interactions reaffirm for us the distinctive strength of Progressive’s people and culture.

As we enter 2026, we are optimistic about the opportunities ahead. Progressive’s identity is rooted in moving forward—innovating, adapting, and striving to be better. With a strong strategy, disciplined execution, robust corporate governance processes, and a culture that attracts and retains exceptional people, the Board believes that Progressive is well positioned to continue creating long-term value for our customers, employees, independent agents, communities, and shareholders.

Our Annual Meeting this year will be held virtually on May 8, 2026. We encourage you to join. Even if you do not plan to attend, we hope you will review our proxy statement and vote your shares.

On behalf of the Board of Directors, I want to thank our 70,000 Progressive employees for everything you accomplished in 2025—your hard work and dedication truly made a difference. And to our shareholders, I want to thank you for your confidence and continued investment in The Progressive Corporation.

Sincerely,

/s/ Lawton W. Fitt

Lawton W. Fitt

Chairperson of the Board

THE PROGRESSIVE CORPORATION

PROXY STATEMENT

TABLE OF CONTENTS


General Information Regarding Proxy Materials and the Annual Meeting of Shareholders			1
Proxy Statement Summary			2
Item 1: Election of Directors			11
Nominees for Director			11
Director Nominee Selection Process			11
Director Nominee Highlights			13
Director Nominee Information			14
Vote Required for Election			20
Other Board of Directors Information			20
Board of Directors Independence Determinations			20
Board Leadership Structure			20
Board Risk Oversight			21
Risk Governance			22
Meetings of the Board of Directors and Attendance			23
Meetings of the Non-Management and Independent Directors			23
Board Committees			23
Board Evaluation Process			28
Communications with the Board of Directors			29
Transactions with Related Persons			29
Compensation Committee Interlocks and Insider Participation			29
Equity Ownership Guidelines for Directors			29
Mandatory Director Retirement			29
Report of the Audit Committee			30
Security Ownership of Certain Beneficial Owners and Management			31
Security Ownership of Certain Beneficial Owners			31
Security Ownership of Directors and Executive Officers			32
Compensation Discussion and Analysis			34
Overview			34
Compensation Highlights for 2025			34
Our Executive Compensation Program			36
Elements of Compensation			37
2025 Decisions and Awards			38
Other Elements of Compensation			44
Procedures and Policies			47
Related Considerations			51
Compensation Committee Report			52


Compensation Programs and Risk Management			53
Executive Compensation			54
Summary Compensation Table			54
Grants of Plan-Based Awards			56
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table			57
Outstanding Equity Awards at Fiscal Year-End			58
Option Exercises and Stock Vested			60
Nonqualified Deferred Compensation			61
Potential Payments Upon Termination or Change in Control			62
Pay Ratio Disclosure			65
Pay Versus Performance			66
Director Compensation			72
Compensation of Non-Employee Directors At Fiscal Year-End			72
Narrative Disclosure to Director Compensation Table			72
Item 2: Advisory Vote to Approve our Executive Compensation Program			74
Item 3: Proposal to Ratify the Appointment of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for 2026			75
Other Independent Registered Public Accounting Firm Information			76
Approval of Audit and Non-Audit Services			76
Independent Registered Public Accounting Firm Fees			76
Other Matters			77
Procedures for Recommendations and Nominations of Directors and Shareholder Proposals			77
Householding			78
Charitable Contributions			79
Solicitation			79
Proxy Voting Matters			79
Insider Trading Policies and Procedures			79
Questions and Answers about the Annual Meeting and Voting			80
Available Information			83

THE PROGRESSIVE CORPORATION

PROXY STATEMENT

GENERAL INFORMATION REGARDING PROXY MATERIALS AND

THE ANNUAL MEETING OF SHAREHOLDERS

The Board of Directors (Board) of The Progressive Corporation (NYSE:PGR) (Progressive or company) provides this Proxy Statement to you to solicit your proxy to act upon the matters outlined in the accompanying Notice of Annual Meeting of Shareholders, each described in more detail in this document.

The Annual Meeting will take place on Friday, May 8, 2026, at 10:00 a.m. Eastern Time, via a live audio-only webcast that is available at virtualshareholdermeeting.com/PGR2026. There will be no physical meeting location and the meeting will only be conducted via the live audio-only webcast to allow for greater participation by all of our shareholders, regardless of their geographic location. Your proxy also may be voted at any adjournment or postponement of the meeting.

A Notice of Internet Availability of Proxy Materials or, to shareholders who have requested them, printed copies of the proxy card, this Proxy Statement, and Progressive’s 2025 Annual Report to Shareholders will be mailed to shareholders beginning on or about March 23, 2026. The Notice of Internet Availability of Proxy Materials explains how to access our proxy materials and vote online. This notice is not a proxy card and cannot be used to vote your shares.

All proxies that are properly completed and submitted over the Internet or by telephone, and all properly executed written proxies, will be voted at the meeting in accordance with the directions given by the shareholder, unless the shareholder properly revokes their proxy before voting occurs at the meeting. If a shareholder executes and delivers their proxy card or submits their online instructions without directions on how to vote their shares, then the shares represented by the proxy will be voted as recommended by the Board.

Only shareholders of record of The Progressive Corporation’s common shares, $1.00 par value, at the close of business on March 13, 2026, the record date, are entitled to receive notice of and to vote at the meeting or any adjournment or postponement of the meeting. Each shareholder on the record date is entitled to one vote for each of our common shares held by the shareholder. On the record date, we had 584,962,821 common shares outstanding.

For additional information regarding the proxy materials and the Annual Meeting, see “Questions and Answers about the Annual Meeting and Voting” in this Proxy Statement.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, THE BOARD OF DIRECTORS STRONGLY ENCOURAGES YOU TO VOTE YOUR SHARES BY PROXY PRIOR TO THE MEETING. YOUR VOTE IS IMPORTANT. PLEASE FOLLOW THE VOTING INSTRUCTIONS CAREFULLY TO MAKE SURE THAT YOUR SHARES ARE VOTED APPROPRIATELY.

PROXY STATEMENT SUMMARY

This summary highlights certain information contained in this Proxy Statement. This summary also highlights how we approach our business, contains 2025 business performance highlights, and discusses our approach to environmental and social (sustainability), corporate governance, and human capital management.

The Proxy Statement Summary does not contain all of the information you should consider when voting your shares. Please read the entire Proxy Statement and Annual Report to Shareholders carefully before voting. For additional information about how to vote your shares, including voting options and standards, see “Questions and Answers about the Annual Meeting and Voting” in this Proxy Statement.

VOTING MATTERS AND BOARD RECOMMENDATION


Item Number	Voting Matter	Board Recommendation
1	Elect as directors the 11 nominees identified in this Proxy Statement, each to serve for a term of one year	FOR each nominee
2	Cast an advisory vote to approve our executive compensation program	FOR
3	Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026	FOR

PROGRESSIVE AT A GLANCE

The Progressive insurance organization has been offering insurance to consumers since 1937. We are the second largest private passenger auto insurer in the U.S., the largest writer of motorcycle insurance, the twelfth largest homeowners insurance carrier, and the number one writer of commercial auto insurance, in each case based on 2024 premiums written.

As our name implies, we were founded on the principle of moving forward, taking new risks, and learning and growing together. As we look to the future, we are grounded in our four cornerstones—who we are, why we are here, where we are headed, and how we will get there—which drive our competitive advantage and allow all people associated with us to understand what we expect of ourselves and each other and how we conduct our business.

OUR CORE VALUES: Who we are

Progressive’s Core Values—Integrity, Golden Rule, Objectives, Excellence, and Profit—serve as the foundation for our culture. They represent our values, guide our decisions, and define how we conduct our business and interact with others.

•Integrity: We revere honesty and adhere to high ethical standards to gain the trust and confidence of our customers. We value transparency, encourage disclosing bad news, and welcome disagreement.

•Golden Rule: We value and respect our differences, act with kindness and caring, and treat others as they want to be treated.

•Objectives: We set ambitious goals and evaluate our performance by measuring what we achieve and how we achieve it. We’re committed to an inclusive and equitable workplace where rewards and promotion are based on results and ability.

•Excellence: We strive to meet or exceed the expectations of our teammates, customers, partners, and investors by continuously improving and finding new ways to meet their needs.

•Profit: We have a responsibility to ourselves, our customers, agents, and investors to be a profitable and enduring company by offering products and services consumers value.

OUR PURPOSE: Why we’re here

Progressive exists to help people move forward and live fully.

OUR VISION: Where we’re headed

Our Vision is to become consumers’, agents’, and business owners’ #1 destination for insurance and other financial needs.

OUR STRATEGY: How we’ll get there

We will achieve our Vision through four Strategic Pillars: (1) Ensuring that our people and culture collectively remain our most powerful source of competitive advantage; (2) Meeting the broader needs of our customers throughout their lifetimes; (3) Maintaining a leading brand recognized for innovative offerings and supported by experiences that instill confidence; and (4) Offering competitive prices driven by industry-leading segmentation, claims accuracy, and operational efficiency.

2025 BUSINESS PERFORMANCE HIGHLIGHTS

As a property-casualty insurance company offering products throughout the U.S., we have earnings streams from both underwriting activity and investment activity. During 2025, we wrote $83.2 billion of net premiums written, or $8.8 billion more than the prior year, and ended the year with 38.6 million policies in force, which was an increase of 3.7 million from year-end 2024. Our underwriting profit margin for 2025 was 12.6% (which exceeded our companywide profitability target of at least 4%), or $10.2 billion of pretax underwriting profit, compared to 11.2%, or $8.0 billion, for 2024. Several factors contributed to the increase in underwriting profit margin over the prior year, including lower personal and commercial auto accident frequency, lower weather-related catastrophe losses, and favorable prior accident years development, partially offset by $1.2 billion of policyholder credit expense related to personal auto excess profits earned in Florida.

Our investment portfolio generated $3.6 billion of recurring investment income during 2025, compared to $2.8 billion in 2024. The 27% increase reflected growth in invested assets and an increase in recurring investment book yield. At December 31, 2025, 85% of the total fair value of our portfolio was comprised of fixed-maturity securities. During 2025, the changes in the market value of our fixed-maturity securities, which are a component of comprehensive income, increased $1.5 billion, after tax, due to valuation increases across all fixed-maturity sectors. For the year ended December 31, 2025, our fully taxable equivalent total return on our investment portfolio was 7.3%.

During 2025, we declared aggregate common share dividends of $13.90 per share, which includes both our annual-variable and quarterly common share dividends of $13.50 per share and $0.10 per share, respectively, and repurchased 0.7 million of our outstanding common shares, at an average cost of $237.44 per common share. We ended 2025 with $37.2 billion of total capital and a debt-to-total capital ratio of 18.5%.

Following are a few key performance metrics for 2025:


Net premiums written growth	12	%
Policies in force growth	10	%
Combined ratio	87.4
Underwriting profit margin	12.6	%
Return on average common shareholders’ equity:
Net income	35.3	%
Comprehensive income	40.1	%
Net income	$11.3 billion
Net income per common share	$19.23
Dividends declared on common shares	$8.1 billion
Repurchased common shares	$0.2 billion

We encourage you to review our Annual Report to Shareholders for additional information on our 2025 performance and our financial results.

NOMINEES FOR DIRECTOR

The Board has nominated 11 directors, each of whom is a current director, with a broad and complementary set of backgrounds, experiences, perspectives, and skills.

Diversity

Skills and Experiences

Accounting and Finance

Leadership/Culture

SEC Form DEF 14A filed by Progressive Corporation