Skip to content
Baker Capital StrategiesMARKETS. FILINGS. PERSPECTIVE.
Powered by THEMA

Baker Capital Strategies

Free Registration

Register for access to news, tools, alerts and reports.

THEMA Basic included at launch.

Use at least 8 characters.

Current Report · Items 8.01, 9.01 · 8-K

Progressive Corporation

PGRNYSEEQUITYCurrent

Other Events

Item 8.01. Other Events. On March 23, 2026, The Progressive Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman Sachs & Co.…

Filed Mar 26, 2026Accepted Mar 26, 2026, 9:10 AM EDTCIK 80661Accession 0001193125-26-125238
Share

Company context

Current securities

Recent company filings

  1. 144 filingSep 24, 2026
  2. Regulation FD DisclosureSep 18, 2026
  3. 144 filingAug 20, 2026
  4. Regulation FD DisclosureAug 19, 2026
  5. 144 filingAug 13, 2026

Disclosure sections

Items 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events. On March 23, 2026, The Progressive Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting 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 aggregate principal 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 and each of the Underwriters against certain liabilities arising out of or in connection with the sale of the Notes. The offering is expected to close on March 26, 2026, subject to customary closing conditions. The Underwriting Agreement is being filed as Exhibit 1.1 to this Current Report on Form 8-K. The Notes will be issued pursuant to an Indenture, dated as of September 12, 2018, between the Company and U.S. Bank Trust 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.
Filed exhibits (3)
EX-4.1 (by filename) d47915dex41.htm

EX-4.1 3 d47915dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 THE PROGRESSIVE CORPORATION and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee FIFTH SUPPLEMENTAL INDENTURE 4.60% Senior Notes due 2031 5.15% Senior Notes due 2036 THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of March 26, 2026, between THE PROGRESSIVE CORPORATION, an Ohio corporation (the “Issuer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as successor in interest to U.S. Bank National Association, in its capacity as Trustee. W I T N E S S E T H: WHEREAS, the Issuer entered into an Indenture dated as of September 12, 2018 (as supplemented from time to time, the “Indenture”), with the U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, in its capacity as Trustee, pursuant to which the Issuer may from time to time issue its unsecured debentures, notes and other evidences of indebtedness in one or more series; and WHEREAS, Article Eight of the Indenture provides for various matters with respect to any series of Securities issued under the Indenture to be established in an indenture supplemental to the Indenture; a…

Open exhibit ↗
EX-4.2 (by filename) d47915dex42.htm

EX-4.2 4 d47915dex42.htm EX-4.2 EX-4.2 Exhibit 4.2 (Face of Security) This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of The Depositary Trust Company, a New York corporation (“DTC”) or a nominee of DTC. This Security is exchangeable for Securities registered in the name of a person other than DTC or its nominee only in limited circumstances described in the Indenture, and may not be transferred except as a whole by DTC to a nominee of DTC, by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor depository or a nominee of such a successor depository. REGISTERED NO. R-[ ] $[ ] CUSIP No. 743315 BC6 THE PROGRESSIVE CORPORATION 4.60% SENIOR NOTE DUE 2031 THE PROGRESSIVE CORPORATION, an Ohio corporation (the “Issuer”), for value received, hereby promises to pay to CEDE & Co., c/o The Depository Trust Company, 55 Water Street, New York, New York 10041 or registered assigns, at the office or agency of the Issuer at the office of the Trustee in Boston, Massachusetts, the principal sum of [   ] ($[   ]) on March 26, 2031 (the “Maturity Date”), in such coin…

Open exhibit ↗
EX-4.3 (by filename) d47915dex43.htm

EX-4.3 5 d47915dex43.htm EX-4.3 EX-4.3 Exhibit 4.3 (Face of Security) This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of The Depositary Trust Company, a New York corporation (“DTC”) or a nominee of DTC. This Security is exchangeable for Securities registered in the name of a person other than DTC or its nominee only in limited circumstances described in the Indenture, and may not be transferred except as a whole by DTC to a nominee of DTC, by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor depository or a nominee of such a successor depository. REGISTERED NO. R-[ ] $[ ] CUSIP No. 743315 BD4 THE PROGRESSIVE CORPORATION 5.15% SENIOR NOTE DUE 2036 THE PROGRESSIVE CORPORATION, an Ohio corporation (the “Issuer”), for value received, hereby promises to pay to CEDE & Co., c/o The Depository Trust Company, 55 Water Street, New York, New York 10041 or registered assigns, at the office or agency of the Issuer at the office of the Trustee in Boston, Massachusetts, the principal sum of [    ] ($[   ]) on March 26, 2036 (the “Maturity Date”), in such coi…

Open exhibit ↗