pgr-20260126
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 incorporation) | (Commission File Number) | (IRS Employer 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 | |||||||||||||
| 99 | 99.2 | |||||||||||||
| 104 | 104 | Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document). | ||||||||||||
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