8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 1, 2025

THE ALLSTATE CORPORATION

(Exact name of registrant as specified in its charter)

3100 Sanders Road, Northbrook, Illinois    60062

(Address of principal executive offices)    (Zip Code)

Registrant’s telephone number, including area code  (847) 402-2800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 5 - Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Allstate Corporation today announced changes to its senior leadership team. Effective October 1, 2025, Mario Rizzo will serve as Chief Operating Officer, responsible for the Property-Liability and Protection Services businesses, Jesse E. Merten will succeed Mario Rizzo as President, Property-Liability, and John E. Dugenske will serve as interim Chief Financial Officer of the Registrant, along with his current role as President, Investments and Corporate Strategy.

Mr. Rizzo, age 58, has served as the President, Property-Liability of Allstate Insurance Company (“AIC”) since September 2022. Prior to this position, he served as the Registrant’s Executive Vice President and Chief Financial Officer from January 2018 to September 2022. Effective October 1, 2025, Mr. Rizzo will receive an annual base salary of $950,000. In addition, Mr. Rizzo will be eligible for a target cash annual incentive award of 250% of salary and a target equity incentive opportunity of 425% of salary. Mr. Rizzo will be eligible for an equity grant of $60,000 (60% performance stock awards, 20% stock options, 20% restricted stock units) on October 3, 2025.

Mr. Merten, age 51, has served as the Registrant’s Executive Vice President and Chief Financial Officer since September 2022. Previously, Mr. Merten served as President, Financial Products of AIC from May 2020 to September 2022. Effective October 1, 2025, Mr. Merten will receive an annual base salary of $900,000. In addition, Mr. Merten will be eligible for a target cash annual incentive award of 225% of salary and a target equity incentive opportunity of 400% of salary. Mr. Merten will be eligible for an equity grant of $57,000 (60% performance stock awards, 20% stock options, 20% restricted stock units) on October 3, 2025.

Mr. Dugenske, age 59, has served as President, Investments and Corporate Strategy of AIC since September 2022 and previously served as President, Investments and Financial Products of AIC from January 2020 to September 2022. Mr. Dugenske will be eligible for an equity grant of $1,000,000 on October 3, 2025, in the form of restricted stock units that will vest in one-third annual installments on each anniversary of the grant date.

Section 7 - Regulation FD

Item 7.01. Regulation FD Disclosure

On October 1, 2025, the Registrant issued a press release announcing senior leadership changes. A copy of the press release is attached as Exhibit 99.1 to this report. This exhibit is furnished and not filed, pursuant to Instruction B.2 of Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d)   Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:

Allstate Announces Updates to Leadership Team

NORTHBROOK, Ill., Oct. 1, 2025 – The Allstate Corporation today announced changes to its senior leadership team, effective Oct. 1, 2025.

•Mario Rizzo will become Chief Operating Officer, responsible for the Property-Liability and Protection Services businesses. Rizzo was previously President, Property-Liability.

•Jess Merten, currently Chief Financial Officer, will become President, Property-Liability. He will report to Rizzo.

•John Dugenske will serve as the interim Chief Financial Officer while an external search is underway, along with his current role as President, Investments and Corporate Strategy.

Tom Wilson, Chair, President and CEO of The Allstate Corporation, commented, “The Transformative Growth initiative has positioned Allstate to increase property-liability market share and expand protection offered to customers. These leadership changes are the next logical step to complete our Transformative Growth initiative and enable us to leverage artificial intelligence to better serve customers, earn returns for shareholders and create opportunity for employees.”

About Allstate The Allstate Corporation (NYSE: ALL) protects people from life’s uncertainties with affordable, simple and connected protection for autos, homes, electronic devices, and identities. Products are available through a broad distribution network including Allstate agents, independent agents, major retailers, online, and at the workplace. Allstate has more than 208 million policies in force and is widely known for the slogan “You’re in Good Hands with Allstate.” For more information, visit www.allstate.com.

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