8-K

PROGRESSIVE CORP/OH/ (PGR)

8-K 2026-01-28 For: 2026-01-26
View Original
Added on April 08, 2026

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) January 26, 2026

THE PROGRESSIVE CORPORATION

(Exact name of registrant as specified in its charter)

Ohio 001-09518 34-0963169
(State or other jurisdiction of<br>incorporation) (Commission File Number) (IRS Employer<br>Identification No.)
300 North Commons Blvd., Mayfield Village, Ohio 44143
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (440) 461-5000

Not Applicable
(Former name or former address, if changed since last report.)

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:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $1.00 Par Value PGR New York Stock Exchange

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).

Emerging growth company

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On January 28, 2026, The Progressive Corporation (the “Company”) issued a news release containing financial results of the Company and its consolidated subsidiaries for the month and year ended December 31, 2025, and selected quarterly financial results. A copy of the news release is attached hereto as Exhibit 99.1.

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

(b) On January 28, 2026, the Company issued a news release announcing that John P. Sauerland, the Company's Chief Financial Officer (CFO), intends to retire from the Company on July 3, 2026, and that Andrew J. Quigg, the Company's Chief Strategy Officer, is expected to be appointed as CFO upon Mr. Sauerland's retirement. A copy of the news release is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See exhibit index on page 3.

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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.

Date: January 28, 2026
THE PROGRESSIVE CORPORATION
By: /s/ Carl G. Joyce
Name: Carl G. Joyce
Title: Vice President and Chief Accounting Officer

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EXHIBIT INDEX

Exhibit No. Under Reg. S-K Item 601 Form 8-K Exhibit No. Description
99 99.1 News release datedJanuary 28, 2026, containing financial results of The Progressive Corporation and its consolidated subsidiaries for the month and yearendedDecember 31, 2025, and selected quarterly financial results.
99 99.2 News release dated January 28, 2026, announcing CFO retirement and other management changes.
104 104 Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).

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Document

Exhibit 99.1

| NEWS RELEASE | | --- || The Progressive Corporation | Company Contact: | | --- | --- | | 300 North Commons Blvd. | Douglas S. Constantine | | Mayfield Village, Ohio 44143 | (440) 395-3707 | | http://www.progressive.com | investor_relations@progressive.com |

PROGRESSIVE REPORTS DECEMBER RESULTS

MAYFIELD VILLAGE, OHIO -- January 28, 2026 -- The Progressive Corporation (NYSE:PGR) today reported the following results for the month and quarter ended December 31, 2025:

December Quarter
(millions, except per share amounts and ratios; unaudited) 2025 2024 Change 2025 2024 Change
Net premiums written $ 6,313 $ 5,964 6 % $ 19,508 $ 18,105 8 %
Net premiums earned $ 7,121 $ 6,717 6 % $ 21,093 $ 19,144 10 %
Net income $ 1,147 $ 942 22 % $ 2,951 $ 2,356 25 %
Per share available to common shareholders $ 1.95 $ 1.60 22 % $ 5.02 $ 4.01 25 %
Total pretax net realized gains (losses) on securities $ 168 $ (140) (220) % $ 257 $ (53) NM
Combined ratio 87.1 84.1 3.0 pts. 88.0 87.9 0.1 pts.
Average diluted equivalent common shares 588.0 587.7 0 % 588.0 587.7 0 %
NM = Not Meaningful
December 31,
--- --- --- ---
(thousands; unaudited) 2025 2024 % Change
Policies in Force
Personal Lines
Agency – auto 10,787 9,778 10
Direct – auto 15,993 13,996 14
Special lines 6,998 6,520 7
Property 3,650 3,517 4
Total Personal Lines 37,428 33,811 11
Commercial Lines 1,191 1,141 4
Total 38,619 34,952 10

Progressive offers personal and commercial insurance throughout the United States. Our Personal Lines business writes insurance for personal vehicles (auto and special lines products) and personal property insurance for homeowners and renters. Our Commercial Lines business writes auto-related liability and physical damage insurance, business-related general liability and commercial property insurance predominantly for small businesses, and workers’ compensation insurance primarily for the transportation industry.

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THE PROGRESSIVE CORPORATION AND SUBSIDIARIES

COMPREHENSIVE INCOME STATEMENT

For the month ended December 31, 2025

(millions)

(unaudited)

Current Month Comments on Monthly Results1
Net premiums written $ 6,313
Revenues:
Net premiums earned $ 7,121
Investment income 333
Net realized gains (losses) on securities:
Net realized gains (losses) on security sales 216
Net holding period gains (losses) on securities (48)
Net impairment losses 0
Total net realized gains (losses) on securities 168
Fees and other revenues 102
Service revenues 39
Total revenues 7,763
Expenses:
Losses and loss adjustment expenses 4,697
Policy acquisition costs 530
Other underwriting expenses 955
Policyholder credit expense 125
Investment expenses 3
Service expenses 40
Interest expense 23
Total expenses 6,373
Income before income taxes 1,390
Provision for income taxes 243 Includes $44 million of tax benefits primarily related to dividends that were declared in December on shares held in our ESOP within the 401(k) that are deductible for income tax purposes.
Net income 1,147
Other comprehensive income (loss):
Change in total net unrealized gains (losses) on fixed-maturity securities (396)
Total comprehensive income (loss) $ 751

1 For a description of our financial reporting and accounting policies as it applies to information contained throughout this release, see Note 1 to our 2024 audited consolidated financial statements included in our 2024 Shareholders’ Report, which can be found at www.progressive.com/annualreport.

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THE PROGRESSIVE CORPORATION AND SUBSIDIARIES

COMPREHENSIVE INCOME STATEMENTS

For the year ended December 31,

(millions)

(unaudited)

Full Year
2025 2024
Net premiums written $ 83,174 $ 74,424
Revenues:
Net premiums earned $ 81,661 $ 70,799
Investment income 3,583 2,832
Net realized gains (losses) on securities:
Net realized gains (losses) on security sales 248 (414)
Net holding period gains (losses) on securities 480 679
Net impairment losses (1) (1)
Total net realized gains (losses) on securities 727 264
Fees and other revenues 1,196 1,064
Service revenues 504 413
Total revenues 87,671 75,372
Expenses:
Losses and loss adjustment expenses 53,959 49,060
Policy acquisition costs 6,096 5,383
Other underwriting expenses 11,329 9,462
Policyholder credit expense 1,224 0
Investment expenses 34 29
Service expenses 528 446
Interest expense 278 279
Total expenses 73,448 64,659
Income before income taxes 14,223 10,713
Provision for income taxes 2,915 2,233
Net income 11,308 8,480
Other comprehensive income (loss):
Changes in:
Total net unrealized gains (losses) on fixed-maturity securities 1,525 193
Net unrealized losses on forecasted transactions 1 0
Other comprehensive income (loss) 1,526 193
Total comprehensive income (loss) $ 12,834 $ 8,673
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THE PROGRESSIVE CORPORATION AND SUBSIDIARIES

COMPUTATION OF NET INCOME AND COMPREHENSIVE INCOME PER SHARE

&

INVESTMENT RESULTS

For the month and year ended December 31,

(millions – except per share amounts)

(unaudited)

The following table sets forth the computation of per share results:
December Full Year
2025 2025 2024
Net income $ 1,147 $ 11,308 $ 8,480
Less: Preferred share dividends and other 0 0 17
Net income available to common shareholders $ 1,147 $ 11,308 $ 8,463
Per common share:
Basic $ 1.96 $ 19.29 $ 14.45
Diluted $ 1.95 $ 19.23 $ 14.40
Comprehensive income (loss) $ 751 $ 12,834 $ 8,673
Less: Preferred share dividends and other 0 0 17
Comprehensive income (loss) attributable to common shareholders $ 751 $ 12,834 $ 8,656
Per common share:
Diluted $ 1.28 $ 21.82 $ 14.73
Average common shares outstanding - Basic 586.3 586.3 585.5
Net effect of dilutive stock-based compensation 1.7 1.8 2.2
Total average equivalent common shares - Diluted 588.0 588.1 587.7
The following table sets forth the investment results for the period:
--- --- --- ---
December Full Year
2025 2025 2024
Fully taxable equivalent (FTE) total return:
Fixed-income securities 0.0% 7.0% 3.8%
Common stocks 0.0% 16.8% 22.9%
Total portfolio 0.0% 7.3% 4.6%
Pretax annualized investment income book yield 4.3% 4.1% 3.9%
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THE PROGRESSIVE CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL INFORMATION

For the month ended December 31, 2025

($ in millions)

(unaudited)

Current Month
Personal Lines Business Commercial
Vehicles Lines Companywide
Agency Direct Property Total Business Total
Net Premiums Written $ 2,336 $ 3,141 $ 210 $ 5,687 $ 626 $ 6,313
% Growth in NPW 2% 11% (5)% 7% 0% 6%
Net Premiums Earned $ 2,559 $ 3,425 $ 248 $ 6,232 $ 888 $ 7,121
% Growth in NPE 5% 12% (3)% 8% (7)% 6%
GAAP Ratios
Loss/LAE ratio 67.4 70.0 33.1 67.4 54.5 65.8
Expense ratio 20.2 21.2 31.5 21.2 21.6 21.3
Combined ratio 87.6 91.2 64.6 88.6 76.1 87.1
Net catastrophe loss ratio1 0.2 0.4 0.2 0.1 0.2
Actuarial Adjustments2
Reserve Decrease/(Increase)
Prior accident years $ 63
Current accident year 164
Calendar year actuarial adjustment $ 49 $ 82 $ 25 $ 156 $ 71 $ 227
Prior Accident Years Development
Favorable/(Unfavorable)
Actuarial adjustment $ 63
All other development 118
Total development $ 181
Calendar year loss/LAE ratio 65.8
Accident year loss/LAE ratio 68.3

1 Represents catastrophe losses incurred during the period, including development on prior events and the impact of reinsurance, if any, as a percent of net premiums earned.

2 Represents adjustments solely based on our normally scheduled actuarial reviews. For our Personal Lines property business, the actuarial reserving methodology includes changes to catastrophe losses, while the reviews in our personal and commercial vehicle businesses do not include catastrophes.

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THE PROGRESSIVE CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL INFORMATION

For the year ended December 31, 2025

($ in millions)

(unaudited)

Full Year
Personal Lines Business Commercial
Vehicles Lines Companywide
Agency Direct Property Total Business Total
Net Premiums Written $ 29,825 $ 39,631 $ 3,102 $ 72,558 $ 10,613 $ 83,174
% Growth in NPW 11% 19% 1% 14% (3)% 12%
Net Premiums Earned $ 29,382 $ 38,280 $ 3,116 $ 70,778 $ 10,881 $ 81,661
% Growth in NPE 15% 22% 4% 18% 2% 15%
GAAP Ratios
Loss/LAE ratio 65.3 68.0 45.7 65.9 66.4 65.9
Expense ratio 20.1 22.1 29.4 21.6 20.6 21.5
Combined ratio 85.4 90.1 75.1 87.5 87.0 87.4
Net catastrophe loss ratio1 1.6 10.4 2.0 0.4 1.8
Actuarial Adjustments2
Reserve Decrease/(Increase)
Prior accident years $ 317
Current accident year 390
Calendar year actuarial adjustment $ 228 $ 288 $ 109 $ 625 $ 79 $ 707
Prior Accident Years Development
Favorable/(Unfavorable)
Actuarial adjustment $ 317
All other development 1,077
Total development $ 1,394
Calendar year loss/LAE ratio 65.9
Accident year loss/LAE ratio 67.6

1 Represents catastrophe losses incurred during the year, including development on prior events and the impact of reinsurance, as a percent of net premiums earned.

2 Represents adjustments solely based on our normally scheduled actuarial reviews. For our Personal Lines property business, the actuarial reserving methodology includes changes to catastrophe losses, while the reviews in our personal and commercial vehicle businesses do not include catastrophes.

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THE PROGRESSIVE CORPORATION AND SUBSIDIARIES

BALANCE SHEET AND OTHER INFORMATION

(millions - except per share amounts and common shares repurchased)

(unaudited)

December 31, 2025
CONDENSED GAAP BALANCE SHEET:
Investments, at fair value:
Available-for-sale securities:
Fixed maturities1 (amortized cost: $82,704) $ 82,866
Short-term investments (amortized cost: $10,005) 10,005
Total available-for-sale securities 92,871
Equity securities:
Nonredeemable preferred stocks (cost: $419) 404
Common equities (cost: $819) 4,098
Total equity securities 4,502
Total investments2, 3 97,373
Net premiums receivable 15,362
Reinsurance recoverables (including $3,807 on unpaid loss and LAE reserves) 4,083
Deferred acquisition costs 2,044
Other assets 4,177
Total assets $ 123,039
Unearned premiums $ 25,219
Loss and loss adjustment expense reserves 43,310
Dividends payable on common shares 7,972
Other liabilities2 9,318
Debt 6,897
Total liabilities 92,716
Shareholders’ equity 30,323
Total liabilities and shareholders’ equity $ 123,039
Common shares outstanding 586.1
Common shares repurchased in the current month 49,100
Average cost per common share $ 227.55
Book value per common share $ 51.74
Trailing 12-month return on average common shareholders’ equity
Net income 35.3 %
Comprehensive income 40.1 %
Net unrealized pretax gains (losses) on fixed-maturity securities $ 148
Increase (decrease) from the previous month $ (494)
Increase (decrease) from December 2024 $ 1,938
Debt-to-total capital ratio 18.5 %
Fixed-income portfolio duration 3.4
Weighted average credit quality AA- .

1 As of December 31, 2025, we held certain hybrid securities and recognized a change in fair value of $14 million as a realized gain during the period we held these securities.

2 Includes $200 million of net unsettled security transactions classified in “other liabilities.”

3 Includes $13 billion, net of unsettled transactions, of investments in a consolidated, non-insurance subsidiary of the holding company.

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Monthly Commentary

•The Company has no additional commentary regarding December’s results.

Events

Our fourth quarter Investor Relations conference call is currently scheduled to be held on Tuesday, March 3, 2026, at 9:30 a.m. eastern time. This event, which will consist of both a conference call and webcast, is scheduled to last 90 minutes and will begin with an approximate 45-minute presentation on capital and investments, followed by a question and answer session with Tricia Griffith, our CEO, and John Sauerland, our CFO. We plan to post our 2025 Shareholders’ Report online and file our Annual Report on Form 10-K with the SEC on Monday, March 2, 2026. If the dates of our events, which are always subject to change, are rescheduled, we will announce the change in a press release as soon as practical and publish it on our investor website. Details regarding access to the conference call, or any event changes, will be available at: https://investors.progressive.com/events.

We plan to release January results on Wednesday, February 18, 2026, before the market opens.

About Progressive

Progressive Insurance® makes it easy to understand, buy and use car insurance, home insurance, and other protection needs. Progressive offers choices so consumers can reach us however it’s most convenient for them — online at progressive.com, by phone at 1-800-PROGRESSIVE, via the Progressive mobile app, or in-person with a local agent.

Progressive provides insurance for personal and commercial autos and trucks, motorcycles, boats, recreational vehicles, and homes; it is the second largest personal auto insurer in the country, a leading seller of commercial auto, motorcycle, and boat insurance, and one of the top 15 homeowners insurance carriers.

Founded in 1937, Progressive continues its long history of offering shopping tools and services that save customers time and money, like Name Your Price®, Snapshot®, and HomeQuote Explorer®.

The Common Shares of The Progressive Corporation, the Mayfield Village, Ohio-based holding company, trade publicly at NYSE: PGR.

Regulation FD Disclosure Outlets

The Company disseminates information to the public about the Company, its products, services and other matters through various outlets in order to achieve broad, non-exclusionary, distribution of information to the public. These outlets include the Company’s website (progressive.com) and its investor relations website (investors.progressive.com). We encourage investors and others to review the information the Company makes public through these outlets, as such information distributed through these outlets may be considered to be material information.

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Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Investors are cautioned that certain statements in this report not based upon historical fact are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements often use words such as “estimate,” “expect,” “intend,” “plan,” “believe,” “goal,” “target,” “anticipate,” “will,” “could,” “likely,” “may,” “should,” and other words and terms of similar meaning, or are tied to future periods, in connection with a discussion of future operating or financial performance. Forward-looking statements are not guarantees of future performance, are based on current expectations and projections about future events, and are subject to certain risks, assumptions and uncertainties that could cause actual events and results to differ materially from those discussed herein. These risks and uncertainties include, without limitation, uncertainties related to:

•our ability to underwrite and price risks accurately and to charge adequate rates to policyholders;

•our ability to establish accurate loss reserves;

•the impact of severe weather, other catastrophe events, and climate change;

•the effectiveness of our reinsurance programs and the continued availability of reinsurance and performance by reinsurers;

•the secure and uninterrupted operation of the systems, facilities, and business functions and the operation of various third-party systems that are critical to our business;

•the impacts of a security breach or other attack involving our technology systems or the systems of one or more of our vendors;

•our ability to maintain a recognized and trusted brand and reputation;

•whether we innovate effectively and respond to our competitors’ initiatives;

•whether we effectively manage complexity as we develop and deliver products and customer experiences;

•the highly competitive nature of property-casualty insurance markets;

•whether we adjust claims accurately;

•compliance with complex and changing laws and regulations;

•the impact of misconduct or fraudulent acts by employees, agents, and third parties to our business and/or exposure to regulatory assessments;

•our ability to attract, develop, and retain talent and maintain appropriate staffing levels;

•litigation challenging our business practices, and those of our competitors and other companies;

•the success of our business strategy and efforts to acquire or develop new products or enter into new areas of business and our ability to navigate the related risks;

•how intellectual property rights affect our competitiveness and our business operations;

•the success of our development and use of new technology and our ability to navigate the related risks;

•the performance of our fixed-income and equity investment portfolios;

•the impact on our investment returns and strategies from regulations and societal pressures relating to environmental, social, governance and other public policy matters;

•our continued ability to access our cash accounts and/or convert investments into cash on favorable terms;

•the impact if one or more parties with which we enter into significant contracts or transact business fail to perform;

•legal restrictions on our insurance subsidiaries’ ability to pay dividends to The Progressive Corporation;

•our ability to obtain capital when necessary to support our business, our financial condition, and potential growth;

•evaluations and ratings by credit rating and other rating agencies;

•the variable nature of our common share dividend policy;

•whether our investments in certain tax-advantaged projects generate the anticipated returns;

•the impact from not managing to short-term earnings expectations in light of our goal to maximize the long-term value of the enterprise;

•the impacts of epidemics, pandemics, or other widespread health risks; and

•other matters described from time to time in our releases and publications, and in our periodic reports and other documents filed with the United States Securities and Exchange Commission, including, without limitation, the Risk Factors section of our Annual Report on Form 10-K for the year ending December 31, 2024.

Any forward-looking statements are made only as of the date presented. Except as required by applicable law, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or developments or otherwise.

In addition, investors should be aware that accounting principles generally accepted in the United States prescribe when a company may reserve for particular risks, including litigation exposures. Accordingly, results for a given reporting period could be significantly affected if and when we establish reserves for one or more contingencies. Also, our regular reserve reviews may result in adjustments of varying magnitude as additional information regarding claims activity becomes known. Reported results, therefore, may be volatile in certain accounting periods.

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Document

Exhibit 99.2

Progressive Announces Plans For CFO Transition

MAYFIELD VILLAGE, OHIO – January 28, 2026 – The Progressive Corporation (NYSE:PGR) announced that John Sauerland, the Company’s Chief Financial Officer (CFO), will retire from Progressive on July 3, 2026.

“We are so grateful to John for his 35 years of service to Progressive, including the last 10 as our CFO,” said Tricia Griffith, President and CEO of Progressive. “John’s thoughtful leadership and dedication to Progressive throughout his career have been instrumental to our growth and success. We will miss John, but I am delighted for him as he looks ahead, and we wish him and his entire family all the best.”

The Company also announced that Andrew Quigg, currently Progressive’s Chief Strategy Officer, is expected to succeed Mr. Sauerland as CFO when Mr. Sauerland retires. Until that time, Mr. Quigg will work closely with Mr. Sauerland to prepare to assume the CFO’s responsibilities.

“Progressive has a wealth of tenured leaders, and I am confident that John and Andrew will work well together toward the goal of ensuring a seamless transition and continuity for the company,” added Mrs. Griffith.

About Progressive Progressive Insurance® makes it easy to understand, buy and use car insurance, home insurance, and other protection needs. Progressive offers choices so consumers can reach us however it’s most convenient for them — online at progressive.com, by phone at 1-800-PROGRESSIVE, via the Progressive mobile app, or in-person with a local agent.

Progressive provides insurance for personal and commercial autos and trucks, motorcycles, boats, recreational vehicles, and homes; it is the second largest personal auto insurer in the country, a leading seller of commercial auto, motorcycle, and boat insurance, and one of the top 15 homeowners insurance carriers.

Founded in 1937, Progressive continues its long history of offering shopping tools and services that save customers time and money, like Name Your Price®, Snapshot®, and HomeQuote Explorer®.

The Common Shares of The Progressive Corporation, the Mayfield Village, Ohio-based holding company, trade publicly at NYSE: PGR.

Company Contact: Douglas S. Constantine (440) 395-3707

investor_relations@progressive.com

The Progressive Corporation 300 North Commons Blvd. Mayfield Village, Ohio 44143 http://www.progressive.com