8-K - PGR - Equibles

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) February 19, 2025

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 7.01 Regulation FD Disclosure.

On February 19, 2025, The Progressive Corporation (the “Company”) issued a news release containing financial results for the Company and its consolidated subsidiaries for the month ended January 31, 2025. A copy of the news release is attached hereto as Exhibit 99.

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:	February 19, 2025
		THE PROGRESSIVE CORPORATION
		By:	/s/ Mariann Wojtkun Marshall
		Name:	Mariann Wojtkun Marshall
		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	News release dated February 19 , 2025, containing financial results of The Progressive Corporation and its consolidated subsidiaries for the month ended January 31, 202 5 .
104	104	Cover Page Interactive Data File (the cover page tags are<br>embedded within the Inline XBRL document).

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Document

| 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 JANUARY RESULTS

MAYFIELD VILLAGE, OHIO -- February 19, 2025 -- The Progressive Corporation (NYSE:PGR) today reported the following results for the month ended January 31, 2025:

	January
(millions, except per share amounts and ratios; unaudited)	2025		2024		Change
Net premiums written	$	6,481	$	5,496	18	%
Net premiums earned	$	6,586	$	5,386	22	%
Net income	$	1,117	$	701	59	%
Per share available to common shareholders	$	1.90	$	1.18	61	%
Total pretax net realized gains (losses) on securities	$	109	$	17	NM
Combined ratio	84.1		87.3		(3.2)	pts.
Average diluted equivalent common shares	587.7		587.3		0	%

NM = Not Meaningful

	January 31,
(thousands; unaudited)	2025	2024	% Change
Policies in Force
Personal Lines
Agency – auto	9,882	8,393	18
Direct – auto	14,224	11,350	25
Special lines	6,540	5,984	9
Property	3,535	3,128	13
Total Personal Lines	34,181	28,855	18
Commercial Lines	1,146	1,096	5
Companywide	35,327	29,951	18

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.

THE PROGRESSIVE CORPORATION AND SUBSIDIARIES

COMPREHENSIVE INCOME STATEMENTS

For the month ended January 31,

(millions)

(unaudited)

	January
	2025		2024
Net premiums written	$	6,481	$	5,496
Revenues:
Net premiums earned	$	6,586	$	5,386
Investment income	268		199
Net realized gains (losses) on securities:
Net realized gains (losses) on security sales	(6)		(32)
Net holding period gains (losses) on securities	115		49
Total net realized gains (losses) on securities	109		17
Fees and other revenues	95		76
Service revenues	35		26
Total revenues	7,093		5,704
Expenses:
Losses and loss adjustment expenses	4,214		3,758
Policy acquisition costs	497		409
Other underwriting expenses	925		611
Investment expenses	2		1
Service expenses	36		29
Interest expense	23		23
Total expenses	5,697		4,831
Income before income taxes	1,396		873
Provision for income taxes	279		172
Net income	1,117		701
Other comprehensive income (loss):
Change in total net unrealized gains (losses) on fixed-maturity securities	163		112
Total comprehensive income (loss)	$	1,280	$	813

Note: For a description of our financial reporting and accounting policies as it applies to information contained throughout this release, see Note 1 to our 2023 audited consolidated financial statements included in our 2023 Shareholders’ Report, which can be found at www.progressive.com/annualreport.

THE PROGRESSIVE CORPORATION AND SUBSIDIARIES

COMPUTATION OF NET INCOME AND COMPREHENSIVE INCOME PER SHARE

INVESTMENT RESULTS

For the month ended January 31,

(millions – except per share amounts)

(unaudited)

The following table sets forth the computation of per share results:
	January
	2025		2024
Net income	$	1,117	$	701
Less: Preferred share dividends	0		6
Net income available to common shareholders	$	1,117	$	695
Per common share:
Basic	$	1.91	$	1.19
Diluted	$	1.90	$	1.18
Comprehensive income (loss)	$	1,280	$	813
Less: Preferred share dividends	0		6
Comprehensive income (loss) attributable to common shareholders	$	1,280	$	807
Per common share:
Diluted	$	2.18	$	1.37
Average common shares outstanding - Basic	585.9		585.3
Net effect of dilutive stock-based compensation	1.8		2.0
Total average equivalent common shares - Diluted	587.7		587.3
The following table sets forth the investment results for the period:
---	---
	January
	2025	2024
Fully taxable equivalent (FTE) total return:
Fixed-income securities	0.6%	0.5%
Common stocks	3.1%	1.4%
Total portfolio	0.7%	0.5%
Pretax annualized investment income book yield	4.1%	3.6%

THE PROGRESSIVE CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL INFORMATION

For the month ended January 31, 2025

($ in millions)

(unaudited)

January 2025
	Personal Lines Business								Commercial
	Vehicles								Lines		Companywide
	Agency		Direct		Property		Total		Business		Total
Net Premiums Written	$	2,330	$	3,187	$	195	$	5,712	$	769	$	6,481
% Growth in NPW1	17%		26%		(6)%		21%		0%		18%
Net Premiums Earned	$	2,392	$	3,008	$	266	$	5,666	$	920	$	6,586
% Growth in NPE	22%		29%		11%		25%		7%		22%
GAAP Ratios
Loss/LAE ratio	61.2		65.6		53.9		63.2		67.4		63.8
Expense ratio	17.9		22.0		29.2		20.6		18.5		20.3
Combined ratio	79.1		87.6		83.1		83.8		85.9		84.1
Net catastrophe loss ratio2	0.4				10.5		0.9		0		0.7
Actuarial Adjustments3
Reserve Decrease/(Increase)
Prior accident years											$	21
Current accident year											23
Calendar year actuarial adjustment	$	22	$	19	$	0	$	41	$	3	$	44
Prior Accident Years Development
Favorable/(Unfavorable)
Actuarial adjustment											$	21
All other development											94
Total development											$	115
Calendar year loss/LAE ratio											63.8
Accident year loss/LAE ratio											65.5

1 In Commercial Lines, our transportation network company (TNC) business experienced a decrease in net premiums written, in part, due to the monthly adjustment for projected mileage, which is the basis for computing premiums. Excluding the TNC business, our total Commercial Lines net premiums written growth rate would have been 2% for the month.

2 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. During the month, we incurred about $43 million of catastrophe losses due to the California wildfires, with 72% of those losses occurring in our personal property products.

3 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.

THE PROGRESSIVE CORPORATION AND SUBSIDIARIES

BALANCE SHEET AND OTHER INFORMATION

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

(unaudited)

	January 31, 2025
CONDENSED GAAP BALANCE SHEET:
Investments, at fair value:
Available-for-sale securities:
Fixed maturities1 (amortized cost: $75,905)	$	74,320
Short-term investments (amortized cost: $1,408)	1,408
Total available-for-sale securities	75,728
Equity securities:
Nonredeemable preferred stocks (cost: $740)	716
Common equities (cost: $744)	3,682
Total equity securities	4,398
Total investments2	80,126
Net premiums receivable	14,455
Reinsurance recoverables (including $4,343 on unpaid loss and LAE reserves)	4,600
Deferred acquisition costs	1,946
Other assets	4,307
Total assets	$	105,434
Unearned premiums	$	23,723
Loss and loss adjustment expense reserves	39,183
Other liabilities2	8,814
Debt	6,893
Total liabilities	78,613
Shareholders’ equity	26,821
Total liabilities and shareholders’ equity	$	105,434
Common shares outstanding	586.2
Common shares repurchased - actual	206,449
Average cost per common share	$	242.29
Book value per common share	$	45.75
Trailing 12-month return on average common shareholders’ equity
Net income	36.6		%
Comprehensive income	37.6		%
Net unrealized pretax gains (losses) on fixed-maturity securities	$	(1,584)
Increase (decrease) from December 2024	$	206
Debt-to-total capital ratio	20.4		%
Fixed-income portfolio duration	3.3
Weighted average credit quality	AA- .

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

2At January 31, 2025, we had $312 million of net unsettled security transactions classified in "other liabilities."

Monthly Commentary

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

Events

Our fourth quarter Investor Relations conference call is currently scheduled to be held on Tuesday, March 4, 2025, at 9:30 a.m. eastern time. This conference call, 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 our claims process and technology, followed by a question and answer session with Tricia Griffith, our CEO, and John Sauerland, our CFO. We plan to post our 2024 Shareholders’ Report online and file our Annual Report on Form 10-K with the SEC on Monday, March 3, 2025. 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 February results on Wednesday, March 19, 2025, 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.

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;

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

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

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

•whether we adjust claims accurately;

•compliance with complex and changing laws and regulations;

•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 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, 2023.

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.