PGR Progressive Corporation

As filed with the Securities and Exchange Commission on May 17, 2024

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

THE PROGRESSIVE CORPORATION

(Exact name of registrant as specified in its charter)

6300 Wilson Mills Road, Mayfield Village, Ohio 44143

(Address of Principal Executive Offices) (Zip Code)

THE PROGRESSIVE CORPORATION 2024 EQUITY INCENTIVE PLAN

(Full title of the plan)

David M. Stringer, Secretary

The Progressive Corporation

6300 Wilson Mills Road

Mayfield Village, Ohio 44143

(Name and address of agent for service)

(440) 461-5000

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

On March 1, 2024, subject to shareholder approval, the Board of Directors of The Progressive Corporation (“Registrant”) adopted The Progressive Corporation 2024 Equity Incentive Plan (“2024 Plan”). Prior to shareholder approval and in accordance with the 2024 Plan, the Registrant’s Compensation and Talent Committee (“Committee”) increased the number of the Registrant’s common shares, par value $1.00 per share (“Common Shares”) that will remain in The Progressive Corporation 2015 Equity Incentive Plan (“2015 Plan”) from 300,000 Shares to 350,000 Common Shares, to satisfy dividend equivalent rights on awards outstanding under the 2015 Plan and related to dividends and distributions to be paid after the effective date of the 2024 Plan. The 2024 Plan was subsequently approved by the Registrant’s shareholders on May 10, 2024 (“Effective Date”) at the 2024 Annual Meeting of Shareholders.

The number of Common Shares authorized for issuance pursuant to the 2024 Plan is equal to: (i) 6,000,000 newly authorized shares (“Newly Authorized Shares”); plus (ii) the number of shares remaining available for the granting of awards under the 2015 Plan as of the Effective Date minus 350,000 Common Shares (which will remain in the 2015 Plan to satisfy dividend equivalent rights on awards outstanding under the 2015 Plan on such date and related to dividends and distributions to be paid after such date); plus (iii) any Common Shares that relate to awards granted under the 2015 Plan that are outstanding as of the Effective Date and that subsequent to that date are cancelled, expired, forfeited or otherwise not issued (to the extent of such cancellation, expiration, forfeiture or lack of issuance) (clauses (ii) and (iii) together, “Rollover Shares”). The Registrant is filing this Registration Statement on Form S-8 (“Registration Statement”) to register the offer and sale of the Newly Authorized Shares under the 2024 Plan. Contemporaneously with the filing of this Registration Statement, the Registrant is filing a Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-204406) (filed on May 22, 2015) and Registration Statement on Form S-8 (File No.  333-268127) (filed on November 3, 2022) (“Prior Registration Statements”) to amend the Prior Registration Statements to register the offer of the Rollover Shares under the 2024 Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, filed with the U.S. Securities and Exchange Commission (“Commission”) by the Registrant, are incorporated into this Registration Statement by reference:

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold, or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 6. Indemnification of Directors and Officers.

Ohio Revised Code.

Section 1701.13(E)(5)(a) of the Ohio Revised Code provides that, unless prohibited by specific reference in a corporation’s articles of incorporation or code of regulations (which prohibition is not contained in the Registrant’s Articles of Incorporation or Code of Regulations), a corporation shall pay a director’s expenses, including attorneys’ fees, as such expenses are incurred, in defending an action, suit or proceeding brought against a director in such capacity, whether such action, suit or proceeding is brought by a third party or by or in the right of the corporation, provided the director delivers to the corporation an undertaking to: (a) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the director’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation, and (b) reasonably cooperate with the corporation concerning the action, suit or proceeding.

Section 1701.13(E)(7) of the Ohio Revised Code provides that a corporation may purchase and maintain insurance or furnish similar protection for any director, officer or employee against any liability asserted against such person in any such capacity, or arising out of the person’s status as such, whether or not the corporation would have the power to indemnify such person under Ohio law. Such insurance may be purchased from or maintained with a person in which the corporation has a financial interest.

Code of Regulations as Amended on May 7, 2021.

Article VI of the Registrant’s Code of Regulations provides for indemnification of any current or former director, officer or employee in certain instances, as permitted under Section 1701.13(E) of the Ohio Revised Code, against expenses, judgments, decrees, fines, penalties or amounts paid in settlement in connection with the defense of any past, pending or threatened action, suit or proceeding, criminal or civil, to which he or she was, is or may be a party by reason of his or her status as such director, officer or employee.

A current or former director, officer or employee is entitled to indemnification if he or she is successful on the merits or otherwise in the defense of any such action, suit or proceeding or if a determination is made pursuant to Article VI of our Code of Regulations: (1) by the directors of the Registrant acting at a meeting at which a quorum consisting of directors who neither were nor are parties to or threatened with any such action, suit or proceeding is present, or (2) by the shareholders of the Registrant at a meeting held for such purpose by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Registrant on such proposal or without a meeting by the written consent of the holders of shares entitling them to exercise two-thirds of the voting power of the Registrant on such proposal, that such director, officer or employee: (a) was not, and has not been adjudicated to have been, negligent or guilty of misconduct in the performance of his or her duty to the Registrant, (b) acted in good faith and in a manner he or she reasonably believed to be in the best interest of the Registrant, and (c) in any matter which is the subject of a criminal action, suit or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

The expenses of each director, officer or employee incurred in defending any such action, suit or proceeding, whether threatened or actual, may be paid by the Registrant as they are incurred in advance of the final disposition of such action, suit or proceeding, as authorized by Registrant’s Board of Directors in the specific case, upon receipt of an undertaking by the director, officer or employee to repay such expenses unless it is ultimately determined that he or she is entitled to be indemnified by the Registrant.

Directors’ and Officers’ Insurance Policies.

The Registrant maintains directors’ and officers’ liability insurance used most under policies issued by unaffiliated insurance companies. The risks covered by such policies include certain liabilities under the securities laws.

Indemnification Agreements.

The Registrant has entered into indemnification agreements with its directors and officers that offer substantially the same scope of coverage afforded by Ohio law. Each indemnification agreement provides, among other things, that the Registrant will, subject to the agreement terms, indemnify a director or officer, as applicable, if, by reason of the individual’s status as a director or officer, the person incurs expenses, judgments, decrees, fines, penalties or amounts paid in settlement in connection with the defense of any past, pending or threatened action, suit or proceeding, criminal or civil. In addition, each indemnification agreement provides for the advancement of expenses incurred by a director or officer, as applicable, subject to certain exceptions, in connection with proceedings covered by the indemnification agreement.

Item 8. Exhibits.

A list of exhibits filed herewith is contained in the Exhibit List that immediately precedes such exhibits and is herein incorporated by reference.

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mayfield Village, State of Ohio, on May 17, 2024.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Exhibit 5.1

May 17, 2024

To whom it may concern:

We have acted as counsel to The Progressive Corporation, an Ohio corporation (the “Company”), in connection with its Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the offering of (i) up to 6,000,000 Common Shares, $1.00 par value (the “Common Shares”) that may be issued pursuant to The Progressive Corporation 2024 Equity Incentive Plan (the “2024 Plan”), and (ii) up to 4,185,100 Common Shares representing shares carried forward from The Progressive Corporation 2015 Equity Incentive Plan (the “2015 Plan”) in accordance with the provisions of the 2024 Plan (collectively, all such shares of Common Stock, the “Shares”).

We have examined such documents and such matters of fact and law as we deem necessary to render the opinions contained herein. In our examination, we have assumed, but have not independently verified, the genuineness of all signatures, the conformity to original documents of all documents submitted to us as certified, facsimile or other copies, and the authenticity of all such documents. As to questions of fact material to this opinion, we have relied on certificates or comparable documents of public officials and of officers and representatives of the Company.

Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Shares to be issued by the Company under the 2024 Plan, when issued and sold in accordance with the terms of the 2024 Plan, will be validly issued, fully paid and non-assessable.

The opinions expressed herein are limited to the General Corporation Law of the State of Ohio and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.

The Progressive Corporation

May 17, 2024

Page 2

We hereby consent to the filing of this letter as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of The Progressive Corporation of our reports dated February 26, 2024, relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in The Progressive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023.

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS THAT: Each of the undersigned officers and directors of The Progressive Corporation, an Ohio corporation (“Company”), hereby make, constitute and appoint, Mariann Wojtkun Marshall, John P. Sauerland, David M. Stinger, Laurie F. Humphrey, Allyson L. Bach, Suzanne K. Hanselman and John J. Harrington, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in his or her name, place and stead, in any and all capacities, as attorney-in-fact and agent, to sign and file with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended: (i) one or more Registration Statement(s) on Form S-8 and one or more post-effective amendments to previously filed Registration Statement(s) on Form S-8, for the registration of certain of the Company’s Common Shares, $1.00 par value, pursuant to The Progressive Corporation 2024 Equity Incentive Plan; and (ii) an automatic shelf Registration Statement on Form S-3 relating to the registration for sale of the debt and/or equity securities of the Company, and any and all amendments, post-effective amendments, supplements and exhibits with respect to any of the foregoing registration statements noted in items (i) and (ii) hereof, and any and all applications, instruments and/or other documents pertaining thereto, giving and granting unto each such attorney-in-fact and agent full power and authority to do and perform any and all acts and things whatsoever necessary or appropriate to be done in and about the premises, as fully for all intents and purposes as he or she might or could do if personally present, and hereby ratifying and confirming all that each such attorney-in-fact and agent, or any such substitute or substitutes, shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed by the following persons in the capacities and on the dates indicated below.

Exhibit 107

Calculation of Filing Fee Table

FORM S-8

(Form Type)

THE PROGRESSIVE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities