Progressive Corporation Announces \$1.2 Billion Senior Notes Offering

Mayfield Village, OH – March 26, 2026 – The Progressive Corporation (“Progressive” or “the Company”; NYSE: PGR), a leading provider of insurance services, has announced the pricing and execution of a significant capital markets transaction. On March 23, 2026, the Company entered into an Underwriting Agreement with Goldman Sachs & Co. LLC and TD Securities (USA) LLC, acting as Representatives of several underwriters, for the public offering of \$1.2 billion aggregate principal amount of Senior Notes.

Key Details of the Offering

• Two Series of Notes:
  • \$500 million 4.60% Senior Notes due 2031 (“2031 Notes”)
  • \$700 million 5.15% Senior Notes due 2036 (“2036 Notes”)
• Joint Bookrunners: Goldman Sachs & Co. LLC and TD Securities (USA) LLC
• Co-Managers: PNC Capital Markets LLC and Samuel A. Ramirez & Company, Inc.
• Expected Ratings: Moody’s, S&P, Fitch (see prospectus for details)
• Settlement: The notes are to be SEC registered and will settle in T+3 format
• Use of Proceeds: Progressive intends to use the net proceeds from the sale of the notes as specified in the Pricing Prospectus under “Use of Proceeds” — typically for general corporate purposes, which may include refinancing existing debt, funding operations, or other strategic initiatives.

Pricing and Terms

• 2031 Notes: Coupon of 4.60% per annum, gross underwriting discount of 0.35%
• 2036 Notes: Coupon of 5.15% per annum, gross underwriting discount of 0.45%

Underwriter Breakdown

The allocation among the key underwriters is as follows:

• Goldman Sachs & Co. LLC: \$225 million (2031) + \$450 million (2036)
• TD Securities (USA) LLC: \$225 million (2031) + \$450 million (2036)
• PNC Capital Markets LLC: \$25 million (2031) + \$50 million (2036)
• Samuel A. Ramirez & Company, Inc.: \$25 million (2031) + \$50 million (2036)

Legal and Regulatory Matters

• Legal Opinions: Baker & Hostetler LLP provided the Company’s legal opinion, while Sullivan & Cromwell LLP acted as counsel for the Underwriters. All necessary legal and regulatory requirements for the offering have been confirmed as satisfied, with no pending material legal or regulatory actions that would materially impact the Company’s financial position.
• Reporting and Compliance: Progressive has affirmed full compliance with all SEC and NYSE requirements, including the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Company Act of 1940.

Material Information for Shareholders and Investors

• This is a major capital markets transaction: The \$1.2 billion offering is significant and will impact Progressive’s capital structure, liquidity position, and financial leverage. Investors should consider how the increase in long-term debt may influence future earnings, interest expense, and the Company’s ability to pursue strategic objectives.
• No Material Adverse Changes: The Company has represented that since the date of its most recent audited financials, there have been no material adverse changes in its business, capital structure (other than permitted share repurchases), or financial health, other than as disclosed in the pricing prospectus.
• Risk Factors: The offering documents contain the standard risk factors associated with debt offerings, including interest rate risk, regulatory risk, and market risk. The Company is not an “investment company” as defined by the Investment Company Act.
• Indemnification Provisions: The Underwriting Agreement contains customary indemnification and contribution provisions between the Company and the Underwriters regarding potential liabilities under the securities laws.
• Price-Sensitive Information: The addition of \$1.2 billion in new debt could affect the Company’s leverage ratios and interest coverage, and may influence credit ratings in the future. The successful execution and pricing of this large-scale offering, particularly at a time of potentially fluctuating rates, indicates investor confidence in Progressive’s financial stability.

Additional Notes

• The notes will be delivered in book-entry form through DTC, and are expected to be traded on the secondary market. Investors should be aware of the settlement cycle and consult their advisors for secondary market trades.
• The Company’s registration statement, prospectus, and all relevant filings are available on the SEC’s EDGAR system for review.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or an offer to buy or sell any securities. Investors should review the official SEC filings and consult with their own advisors before making any investment decisions. The information provided is based on public filings as of the report date and may not reflect subsequent developments.

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