PROGRESSIVE CORP/OH/
Latest Filing: May 4, 2026 • 25 Total Filings
Total Assets
2026
$122.21B
Total Revenue
2026
$22.19B
Net Income
2026
$2.82B
Operating Cash Flow
2026
$4.37B
PROGRESSIVE CORP/OH/ — Management's Discussion & Analysis

Management's explanation of the reported results — what drove revenue, margins, and cash flow — from the annual 10-K filing (Item 7, MD&A).

10-K
Item 7Period ending 2025-12-31View source filing on SEC EDGAR

The text below is reproduced verbatim from PGR’s SEC filing. See also PGR’s supply chain and financial statements.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Incorporated by reference from Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report.

  • 30 - ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The quantitative and qualitative disclosures about market risk are incorporated by reference from section “IV. Results of Operations – Investments” in our Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Quantitative Market Risk Disclosures section in our Annual Report. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Consolidated Financial Statements of Progressive, along with the related Notes, and Report of Independent Registered Public Accounting Firm, are incorporated by reference from our Annual Report. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES We, under the direction of our Chief Executive Officer and our Chief Financial Officer, have established disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The disclosure controls and procedures are also intended to ensure that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Our Chief Executive Officer and our Chief Financial Officer reviewed and evaluated Progressive’s disclosure controls and procedures as of the end of the period covered by this report. Based on that review and evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effectively serving the stated purposes as of the end of the period covered by this report. Management’s Report on Internal Control over Financial Reporting and the attestation of the independent registered public accounting firm are incorporated by reference from our Annual Report. There have not been any changes in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION (b) Insider Trading Arrangements During the fourth quarter 2025, certain executive officers entered into Rule 10b5-1 trading arrangements that are intended to satisfy the affirmative defense of Rule 10b5-1(c). The executive officers’ plans provide for the sale of all of or a certain percentage of the shares issued upon vesting for certain outstanding equity awards previously granted to the applicable executive officer, excluding any shares withheld by the company to satisfy tax withholding obligations (see our 2025 Proxy Statement for a description of the company’s equity compensation plans). Below are the details of each applicable Rule 10b5-1 trading arrangement: Name Title Date Entered Date Expires 1 Karen B. Bailo Commercial Lines President November 20, 2025 August 3, 2026 Patrick K. Callahan Personal Lines President November 20, 2025 October 30, 2026 Carl G. Joyce Vice President and Chief Accounting Officer November 20, 2025 March 31, 2026 1 Subject to the plan’s earlier expiration or completion in accordance with its terms. Additional Information President and CEO Susan Patricia Griffith’s annual letter to shareholders is included as Exhibit 99 to this Form 10-K and in our online shareholders’ report located on our investor relations website at: investors.progressive.com/financials. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None.
  • 31 - PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information relating to our directors is incorporated herein by reference from the section entitled “Item 1: Election of Directors” in The Progressive Corporation’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 8, 2026 (the Proxy Statement). Information relating to executive officers of Progressive follows. Unless noted below, all positions were with Progressive. Name Age Offices Held and Last Five Years’ Business Experience Susan Patricia Griffith 61 President and Chief Executive Officer John P. Sauerland 61 Vice President and Chief Financial Officer Karen B. Bailo 58 Commercial Lines President Jonathan S. Bauer 48 Chief Investment Officer Steven A. Broz 55 Chief Information Officer Patrick K. Callahan 55 Personal Lines President William L. Clawson II 56 Chief Human Resources Officer since December 2021; Business Leader Compensation and Benefits prior to December 2021 Maribel Pumarejo 54 Chief Marketing Officer since June 2025; Business Leader Compensation and Benefits from February 2025 to June 2025; Senior Human Resource Business Leader from May 2022 to February 2025; Senior Director of Benefits Management prior to May 2022 Carl G. Joyce 44 Vice President and Chief Accounting Officer since March 2025; Director of Financial Reporting – GAAP prior to March 2025 John Murphy 56 Claims President since December 2021; Customer Relationship Management President prior to December 2021 Lori Niederst 52 Customer Relationship Management President since December 2021; Chief Human Resources Officer prior to December 2021 David M. Stringer 51 Vice President, Secretary, and Chief Legal Officer since January 2024; Deputy General Counsel, Litigation and Employment, prior to January 2024 Andrew J. Quigg 46 Chief Strategy and Finance Management Officer since February 2026; Chief Strategy Officer prior to February 2026 Delinquent Section 16(a) Reports . Any delinquent filings (if applicable) are incorporated by reference from the “Security Ownership of Certain Beneficial Owners and Management - Delinquent Section 16(a) Reports” section of our Proxy Statement. Code of Ethics. Progressive has a Code of Ethics for the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and other senior financial officers. This CEO/Senior Financial Officer Code of Ethics is available at: progressive.com/governance. We intend to continue to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, and waivers from, the provisions of the foregoing Code of Ethics by posting such information on our Internet website at: progressive.com/governance. Shareholder-Proposed Candidate Procedures. There were no material changes during 2025 to Progressive’s procedures by which a shareholder can recommend a director candidate. The description of those procedures is incorporated by reference from the “Other Matters - Procedures for Recommendations and Nominations of Directors and Shareholder Proposals - To Recommend a Candidate for our Board of Directors” section of our Proxy Statement. Audit Committee. Incorporated by reference from the “Other Board of Directors Information - Board Committees - Audit Committee” section of our Proxy Statement. Financial Expert. Incorporated by reference from the “Other Board of Directors Information - Board Committees - Audit Committee” section of our Proxy Statement. 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.
  • 32 - 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 Category Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights   Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans 1 Equity compensation plans approved by security holders Employee Plans : 2024 Equity Incentive Plan 448,787 2 NA 9,596,411 3 2015 Equity Incentive Plan 1,647,530 2 NA 464,499 3 Director Plans : Amended and Restated 2017 Directors Equity Incentive Plan 11,134  NA 365,749 4 Equity compensation plans not approved by security holders None Total 2,107,451  NA 10,426,659  NA = Not applicable because awards do not have an exercise price. 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. Information regarding ownership of Common Shares by certain beneficial owners and management is incorporated by reference from the section of our Proxy Statement entitled “Security Ownership of Certain Beneficial Owners and Management.” ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Incorporated by reference from the section of our Proxy Statement entitled “Other Board of Directors Information - Transactions with Related Persons” and “Other Board of Directors Information - Board of Directors Independence Determinations.” ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Incorporated by reference from the section of our Proxy Statement entitled “Other Independent Registered Public Accounting Firm Information.”
  • 33 - PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1) Listing of Financial Statements The following consolidated financial statements are included in our Annual Report and are incorporated by reference in Item 8: • Report of Independent Registered Public Accounting Firm (PCAOB ID: 238 ) • Consolidated Statements of Comprehensive Income - For the Years Ended December 31, 2025, 2024, and 2023 • Consolidated Balance Sheets - December 31, 2025 and 2024 • Consolidated Statements of Changes in Shareholders’ Equity - For the Years Ended December 31, 2025, 2024, and 2023 • Consolidated Statements of Cash Flows - For the Years Ended December 31, 2025, 2024, and 2023 • Notes to Consolidated Financial Statements • Supplemental Information (Unaudited) (a)(2) Listing of Financial Statement Schedules The following financial statement schedules and Report of Independent Registered Public Accounting Firm are included in Item 15(c): • Schedule I - Summary of Investments - Other than Investments in Related Parties • Schedule II - Condensed Financial Information of Registrant • Schedule III - Supplementary Insurance Information • Schedule IV - Reinsurance • Report of Independent Registered Public Accounting Firm on Financial Statement Schedules • No other schedules are required to be filed herewith pursuant to Article 7 of Regulation S-X. (a)(3) Listing of Exhibits See the Exhibit Index contained herein beginning at page 46, which is incorporated by reference from information with respect to this item. Management contracts and compensatory plans and arrangements are identified in the Exhibit Index as Exhibit Nos. 10.1 through 10.37. (b) Exhibits The exhibits in response to this portion of Item 15 are submitted concurrently with this report. (c) Financial Statement Schedules
  • 34 - SCHEDULE I — SUMMARY OF INVESTMENTS — OTHER THAN INVESTMENTS IN RELATED PARTIES THE PROGRESSIVE CORPORATION AND SUBSIDIARIES (millions) December 31, 2025 Type of Investment Cost Fair Value Amount At Which Shown In The Balance Sheet Fixed maturities: Bonds: United States Government and government agencies and authorities $ 43,114   $ 43,298   $ 43,298 States, municipalities, and political subdivisions 3,342   3,303   3,303 Foreign government obligations 17   17   17 Public utilities 1,832   1,859   1,859 Corporate and other debt securities 17,941   18,132   18,132 Asset-backed securities 16,458   16,257   16,257 Total fixed maturities 82,704   82,866   82,866 Equity securities: Common stocks: Public utilities 34   128   128 Banks, trusts, and insurance companies 145   611   611 Industrial, miscellaneous, and all other 640   3,359   3,359 Nonredeemable preferred stocks 419   404   404 Total equity securities 1,238   4,502   4,502 Short-term investments 10,005   10,005   10,005 Total investments $ 93,947   $ 97,373   $ 97,373 Progressive did not have any securities of any one issuer, excluding U.S. government obligations, with an aggregate cost or fair value exceeding 10% of total shareholders’ equity at December 31, 2025.
  • 35 - SCHEDULE II — CONDENSED FINANCIAL INFORMATION OF REGISTRANT CONDENSED STATEMENTS OF COMPREHENSIVE INCOME THE PROGRESSIVE CORPORATION (PARENT COMPANY) (millions) Years Ended December 31, 2025 2024 2023 Revenues Dividends from subsidiaries $ 10,151   $ 3,667   $ 399 Undistributed income from subsidiaries 1,222   4,947   3,572 Equity in net income of subsidiaries 11,373   8,614   3,971 Intercompany investment income 166   149   205 Total revenues 11,539   8,763   4,176 Expenses Interest expense 280   280   270 Deferred compensation 1 18   54   20 Other operating costs and expenses 8   8   8 Total expenses 306   342   298 Income before income taxes 11,233   8,421   3,878 Benefit for income taxes 75   59   25 Net income 11,308   8,480   3,903 Other comprehensive income (loss) 1,526   193   1,186 Comprehensive income (loss) $ 12,834   $ 8,673   $ 5,089 1 See Note 4 – Employee Benefit Plans in these condensed financial statements. See notes to condensed financial statements.
  • 36 - SCHEDULE II — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued) CONDENSED BALANCE SHEETS THE PROGRESSIVE CORPORATION (PARENT COMPANY) (millions) December 31, 2025 2024 Assets Investment in affiliate $ 5   $ 5 Investment in subsidiaries 31,821   28,850 Receivable from investment subsidiary 12,524   5,812 Intercompany receivable 899   641 Net federal deferred income taxes 90   82 Other assets 163   176 Total assets $ 45,502   $ 35,566 Liabilities and Shareholders’ Equity Dividends payable on common shares $ 7,972   $ 2,695 Accounts payable, accrued expenses, and other liabilities 310   387 Debt 1 6,897   6,893 Total liabilities 15,179   9,975 Common shares, $ 1.00 par value (authorized 900 ; issued 798 , including treasury shares of 212 ) 586   586 Paid-in capital 2,307   2,145 Retained earnings 27,327   24,283 Total accumulated other comprehensive income (loss) 103   ( 1,423 ) Total shareholders’ equity 30,323   25,591 Total liabilities and shareholders’ equity $ 45,502   $ 35,566 1   Consists solely of long-term debt. See Note 4 – Debt in the Annual Report for further discussion. See notes to condensed financial statements.
  • 37 - SCHEDULE II — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued) CONDENSED STATEMENTS OF CASH FLOWS THE PROGRESSIVE CORPORATION (PARENT COMPANY) (millions) Years Ended December 31, 2025 2024 2023 Cash Flows From Operating Activities Net income $ 11,308   $ 8,480   $ 3,903 Adjustments to reconcile net income to net cash provided by operating activities: Undistributed income from subsidiaries ( 1,222 ) ( 4,947 ) ( 3,572 ) Amortization of equity-based compensation 3   4   3 Changes in: Intercompany receivable ( 258 ) 246   ( 421 ) Accounts payable, accrued expenses, and other liabilities ( 86 ) 26   12 Income taxes 1   ( 318 ) 301 Other, net 97   28   10 Net cash provided by operating activities 9,843   3,519   236 Cash Flows From Investing Activities Additional investments in equity securities of consolidated subsidiaries ( 94 ) ( 182 ) ( 621 ) Received from (paid to) investment subsidiary ( 6,712 ) ( 2,021 ) 307 Net cash used in investing activities ( 6,806 ) ( 2,203 ) ( 314 ) Cash Flows From Financing Activities Dividends paid to common shareholders ( 2,871 ) ( 674 ) ( 234 ) Acquisition of treasury shares for restricted stock tax liabilities ( 92 ) ( 121 ) ( 95 ) Acquisition of treasury shares acquired in open market ( 74 ) ( 13 ) ( 46 ) Redemption of preferred shares 0   ( 500 ) 0 Dividends paid to preferred shareholders 0   ( 8 ) ( 43 ) Net proceeds from debt issuance 0   0   496 Net cash provided by (used in) financing activities ( 3,037 ) ( 1,316 ) 78 Change in cash 0   0   0 Cash – beginning of year 0   0   0 Cash – end of year $ 0   $ 0   $ 0 See notes to condensed financial statements.
  • 38 - SCHEDULE II — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued) NOTES TO CONDENSED FINANCIAL STATEMENTS The accompanying condensed financial statements of The Progressive Corporation (parent company) should be read in conjunction with the consolidated financial statements and notes thereto in the Annual Report, which is included as Exhibit 13 to this Form 10-K. Note 1. Statements of Cash Flows — For the purpose of the condensed statements of cash flows, cash includes only bank demand deposits. The Progressive Corporation does not hold any cash but has unrestricted access to funds maintained in a non-insurance investment subsidiary to meet its holding company obligations. At December 31, 2025, 2024, and 2023, $ 13.0 billion, $ 6.2 billion, and $ 4.2 billion, respectively, of marketable securities were available in this subsidiary. For the years ended December 31, 2025, 2024, and 2023, non-cash activity included declared but unpaid common share dividends of $ 7,972  million, $ 2,695  million, and $ 498  million, respectively. See Note 14 – Dividends in the Annual Report for further discussion. For the years ended December 31, The Progressive Corporation paid the following: (millions) 2025 2024 2023 Income taxes $ 3,022   $ 2,540   $ 800 Interest 276   276   265 Note 2. Income Taxes — The Progressive Corporation files a consolidated federal income tax return with its eligible subsidiaries and acts as an agent for the consolidated tax group when making payments to the Internal Revenue Service. The Progressive Corporation consolidated group’s net income taxes currently payable/recoverable are included in accounts payable, accrued expenses, and other liabilities or other assets, respectively, in the accompanying condensed balance sheets based on the balance at the end of the year. The Progressive Corporation and its eligible subsidiaries have adopted, pursuant to a written agreement, a method of allocating consolidated federal income taxes. Amounts allocated to the eligible subsidiaries under the written agreement are included in intercompany receivable in the accompanying condensed balance sheets. Note 3. Debt — The information relating to debt is incorporated by reference from Note 4 – Debt in the Annual Report. Note 4. Employee Benefit Plans — The information relating to incentive compensation and deferred compensation plans is incorporated by reference from Note 9 – Employee Benefit Plans in the Annual Report. Note 5. Other Comprehensive Income (Loss) — On the condensed statements of comprehensive income, other comprehensive income (loss) represents activity of the subsidiaries of The Progressive Corporation and includes net unrealized gains (losses) on fixed-maturity securities and net unrealized losses on forecasted transactions. Note 6. Dividends — The information relating to our dividend policy is incorporated by reference from Note 14 – Dividends in the Annual Report.
  • 39 - SCHEDULE III — SUPPLEMENTARY INSURANCE INFORMATION THE PROGRESSIVE CORPORATION AND SUBSIDIARIES (millions) Segment Deferred policy acquisition costs 1 Future policy benefits, losses, claims, and loss expenses 1 Unearned premiums 1 Other policy claims and benefits payable 1  Premium revenue Net investment income 1,2 Benefits, claims, losses, and settlement expenses Amortization of deferred policy acquisition costs Other operating expenses 1 Net premiums written Year ended December 31, 2025: Personal Lines $ 70,778   $ 46,662   $ 5,070   $ 11,252   $ 72,558 Commercial Lines 10,881   7,296   1,026   1,279   10,613 Other indemnity 2   1   0   22   3 Total $ 2,044   $ 43,310   $ 25,219   $ 0   $ 81,661   $ 3,549   $ 53,959   $ 6,096   $ 12,553   $ 83,174 Year ended December 31, 2024: Personal Lines $ 60,091   $ 41,443   $ 4,360   $ 8,341   $ 63,470 Commercial Lines 10,707   7,610   1,023   1,109   10,953 Other indemnity 1   7   0   12   1 Total $ 1,961   $ 39,057   $ 23,858   $ 0   $ 70,799   $ 2,803   $ 49,060   $ 5,383   $ 9,462   $ 74,424 Year ended December 31, 2023: Personal Lines $ 48,765   $ 37,749   $ 3,660   $ 5,211   $ 51,412 Commercial Lines 9,899   7,900   1,005   1,020   10,138 Other indemnity 1   6   0   11   0 Total $ 1,687   $ 34,389   $ 20,134   $ 0   $ 58,665   $ 1,866   $ 45,655   $ 4,665   $ 6,242   $ 61,550 1 Progressive does not allocate assets, liabilities, or investment income to operating segments. Expense allocations are based on certain assumptions and estimates primarily related to revenue and volume; stated segment operating results would change if different methods were applied. 2 Excludes total net realized gains (losses) on securities.
  • 40 - SCHEDULE IV — REINSURANCE THE PROGRESSIVE CORPORATION AND SUBSIDIARIES (millions) Year Ended: Gross Amount Ceded to Other Companies Assumed From Other Companies Net Amount Percentage of Amount Assumed to Net December 31, 2025 Premiums earned: Property and liability insurance $ 82,847   $ 1,186   $ 0   $ 81,661   0   % December 31, 2024 Premiums earned: Property and liability insurance $ 72,169   $ 1,370   $ 0   $ 70,799   0   % December 31, 2023 Premiums earned: Property and liability insurance $ 59,881   $ 1,216   $ 0   $ 58,665   0   %
  • 41 -
More from PGR’s filings:Business OverviewRisk Factors