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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported) April 15, 2026

Date of Report (Date of earliest event reported) March 23, 2026

THE PROGRESSIVE CORPORATION

(Exact name of registrant as specified in its charter)

Ohio

~~001-09518~~

~~34-0963169~~

001-09518

34-0963169

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

(State or other jurisdiction ofincorporation)

(Commission File Number)

(IRS EmployerIdentification No.)

300 North Commons Blvd.,

Mayfield Village,

Ohio

44143

(Address of principal executive offices)

(Zip Code)

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.)

(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		~~TradingSymbol(s)~~	Trading Symbol(s)	~~Name of each exchangeon which registered~~		Name of each exchange on which registered
Common Stock, $1.00 Par Value		~~PGR~~	PGR	~~New York Stock Exchange~~		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 82.~~01.~~02 ~~Other~~Results ~~Events~~of Operations and Financial Condition.

On ~~March~~April 2315, 2026, The Progressive Corporation (the “Company”) ~~entered~~issued ~~into~~a annews ~~Underwriting~~release ~~Agreement~~containing ~~(the~~financial ~~“Underwriting~~results ~~Agreement”) with Goldman Sachs & Co. LLC and TD Securities (USA) LLC, as representatives~~ of the ~~several underwriters named therein (the “Underwriters”), in connection with the offer and sale of $500 million aggregate principal amount of the~~ Company’s ~~4.60% Senior Notes due 2031 (the “2031 Notes”)~~ and ~~$1 billion~~its ~~aggregate~~consolidated ~~principal~~subsidiaries amount of the Company’s 5.15% Senior Notes due 2036 (the “2036 Notes”) (together, the “Notes”). The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for ~~customary indemnification by~~ the ~~Company~~month and ~~each of the Underwriters against certain liabilities arising out of or in connection with the sale of the Notes. The offering is expected~~ year-to-date ~~close~~periods onended March 26 31, 2026,. ~~subject~~A tocopy ~~customary~~of ~~closing~~the ~~conditions.~~news ~~The~~release ~~Underwriting Agreement~~ is ~~being~~attached ~~filed~~hereto as Exhibit 199.~~1 to this Current Report on Form 8-K.~~

~~The~~Item ~~Notes will be issued pursuant to an Indenture, dated as of September 12, 2018, between the Company and U~~9.S.01 ~~Bank~~Financial ~~Trust~~Statements ~~Company, National Association, as trustee, as supplemented by a Fifth Supplemental Indenture to be entered into~~ and ~~dated as of March 26, 2026 (the “Fifth Supplemental Indenture”). The Fifth Supplemental Indenture, the form of the 2031 Notes and the form of the 2036 Notes are being filed as~~ Exhibits 4.~~1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K.~~

The net proceeds of the offering are estimated to be $1,487 million, after giving effect to underwriting discounts and commissions and estimated expenses of the offering. The offering of the Notes is registered pursuant to an automatic shelf registration statement on Form S-3 (SEC File No. 333-279482) filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 17, 2024 (the “Registration Statement”), which became immediately effective upon filing, and a related Prospectus Supplement dated March 23, 2026 (the “Prospectus Supplement”).

The 2031 Notes will bear interest at the rate of 4.60% per annum and the 2036 Notes will bear interest at the rate of 5.15% per annum. Interest on the Notes will be payable semi-annually in arrears on March 26 and September 26 of each year, beginning on September 26, 2026. The 2031 Notes will mature on March 26, 2031, and the 2036 Notes will mature on March 26, 2036. Further information concerning the Notes and related matters is set forth in the Prospectus Supplement and the related Prospectus filed as part of the Registration Statement, in the Fifth Supplemental Indenture and the form of the Notes.

Baker & Hostetler LLP, counsel to the Company, has issued an opinion to the Company, dated March 26, 2026, regarding the Notes. A copy of the opinion is being filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

The documents filed herewith are incorporated by reference into the Company’s Registration Statement on Form S-3, File Number 333-279482. See exhibit index on page 3.

(d) Exhibits

1See 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: March 26, 2026

Date:

April 15, 2026

~~THE PROGRESSIVE CORPORATION~~

THE PROGRESSIVE CORPORATION

~~By:~~

~~/s/ Carl G. Joyce~~

By:

/s/ Carl G. Joyce

~~Name:~~

~~Carl G. Joyce~~

Name:

Carl G. Joyce

~~Title:~~

~~Vice President and Chief Accounting Officer~~

Title:

Vice President and Chief Accounting Officer

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EXHIBIT INDEX

Exhibit No.Under Reg. S-KItem 601	Form 8-KExhibit No.	Description
Exhibit No. Under Reg. S-K Item 601			Form 8-K Exhibit No.	Description
1	1.1	Underwriting Agreement, dated as of March 23, 2026, between The Progressive Corporation, on the one hand, and Goldman Sachs & Co. LLC and TD Securities (USA) LLC, as Representatives of the several Underwriters, on the other hand
99			99	News release dated April 15, 2026, containing financial results of The Progressive Corporation and its consolidated subsidiaries for the month and year-to-date periods ended March 31, 2026.
4	4.1	Fifth Supplemental Indenture between The Progressive Corporation and U.S. Bank Trust Company, National Association, as trustee
104			104	Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).
4	4.2	Form of 4.60% Senior Note due 2031
4	4.3	Form of 5.15% Senior Note due 2036
5	5.1	Legal Opinion of Baker & Hostetler LLP
104	104	Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).

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