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ALLSTATE CORP

For the period ended May 22, 2026. Filed Apr 10, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 22, 2026 · Filed Apr 10, 2026

ALL$254.81-4.5%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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CHECK THE APPROPRIATE BOX:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
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☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
2026AllstateProxyStatement
Notice of 2026Annual Meeting and Proxy Statement, and2025 Annual Report. Allstate exists to empower customers with protection, create economic value for our shareholders, opportunity for our team and improve communities.
Our SharedPurposeAs the good hands...We empower customers with protection to help them achieve their hopes and dreams.We provide affordable, simple and connected protection solutions.We create economic value for shareholders, opportunity for our team and improve communities.
Our values
Integrityis non-negotiable.InclusiveDiversityleverages differences.CollectiveSuccessprioritizes enterprise outcomes.
IntroductionCorporateGovernanceExecutiveCompensationAuditMattersShareholder ProposalStockOwnershipOtherInformationLinks andResources

Letter from Chair, President & CEO

Fellow Shareholders,

Allstate served all four stakeholders well in 2025. Customers received greater value and were more satisfied. Shareholders benefited from growth, profitability, a higher share price, dividends and repurchasing stock. Employees are more connected and highly engaged. The Allstate Foundation improved communities.

Allstate is creating the future, not simply following trends. A customer-focused strategy and strong execution will empower customers with low-cost protection. This strengthens Allstate’s competitive position, generates shareholder returns and expands employee opportunity. Together we make a difference in the world!

Living Our Shared Purpose

Our Shared Purpose enables us to be a purpose-driven company powered by purpose-driven people. Balancing different stakeholders is challenging but essential to be an enduring enterprise.

Customers are the reason we exist and deserve exceptional value. Customer satisfaction increased by improving interactions, including helping 7.8 million auto and homeowners insurance customers reduce their premiums by an average of 17%. Policies in force grew by 3% in 2025, including a return to growth in property-liability policies.

Shareholders entrust us to generate returns for their futures. Strong execution of the multi-year Transformative Growth plan delivered net income of $10.2 billion and a 42% return on equity in 2025. Total shareholder return was 10.1%, outperforming proxy peers’ performance of 7.2%. Common dividends were increased by 8.7%, and 2.3% of shares outstanding were repurchased.

Employee connectivity improved and a distributed work environment resulted in outstanding engagement ratings.

The Allstate Foundation strengthened communities by supporting youth empowerment and victims of relationship abuse through thousands of nonprofits.

A Comprehensive Growth Strategy

Allstate’s strategy is to grow market share in property-liability insurance and expand protection offerings. Enterprise policies in force increased to 210.9 million from 185.2 million over the last three years.

The Allstate Corporation | AllstateInvestors.com1
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Transformative Growth is Working

Transformative Growth – launched six years ago – enhanced competitiveness by lowering costs, introducing new products, expanding customer access and leveraging technology. Homeowners insurance countrywide market share increased in 2025, and auto insurance market share grew in 29 states. Further expanding and improving distribution and increasing customer retention should accelerate market share growth, raising earnings and shareholder returns.

Personal lines new business

2019 · 2025
—Broadest distribution in industryà
5.5 million—2x higherà11.6 million
Exclusive agentIndependent agentDirect

Protection is Expanding

Protection Services has over 170 million policies in force protecting electronics, mobile devices, appliances, auto breakdowns and identities. Revenues surpassed $3.5 billion in 2025 with distribution through major retailers, auto dealers, benefit brokers and directly by the company.

Protection Plans extended contracts with Walmart, Home Depot and Costco, and expanded in Europe and Asia.

Roadside Services leveraged a “gig” fulfillment network and technology to improve response time and customer satisfaction at a lower cost.

Identity Protection expanded its offerings to include digital scams, which cost Americans over $10 billion annually.

Arity provides crash detection to over 50 million drivers, enhanced analytical tools to insurance companies and expanded into mobility intelligence by acquiring 49% of Replica.

Employees are Engaged

We have a highly engaged and connected team of 53,000 employees serving customers and building the future. Employee engagement is exceptional at 86% and connectivity across the company improved by 6 points to 74% in 2025. The five parts of the Employee Value Proposition work!

Paired programming increased employee development and satisfaction while improving quality by 180% over the last two years.

2The Allstate Corporation | AllstateInvestors.com
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Strong Capital Resources

Allstate is disciplined in deploying capital, taking risks and seeking returns with an enterprise approach. For example, in 2024, equity investments were lowered when auto profits declined and then increased in 2025 when auto profits increased. Allstate’s capital level exceeds our target due to strong earnings and the opportunistic sale of the Employer Voluntary Benefits and Group Health businesses for $3.1 billion.

This strong capital position supports organic growth and leveraging capabilities through investments, acquisitions and cash distributions to shareholders. In February of 2026, the quarterly common dividend was increased by 8% and a new $4 billion share repurchase program was approved.

Share repurchases and dividends over the last decade equal 99% of Allstate’s 2015 market capitalization.

Seizing the Artificial Intelligence Opportunity

Allstate is aggressively integrating artificial intelligence (AI) to improve operations and enable employees. AI now:

Codes 34% of software

Reduces customer billing escalations by 50%

Creates or reviews almost 10 million customer e-mails annually

We are also building Allstate’s Large Language Intelligent Ecosystem (ALLIE) to reimagine customer value using an integrated set of AI agents. ALLIE will require significant business process redesign and development of “new” AI-enabled jobs.

Operating with Agility Allstate’s technology transformation is setting new standards.•Top-Tier Productivity: Our workplace transformation, recognized by the 2025 Tony Hsieh Award, has elevated employee productivity to levels typically seen at top Silicon Valley tech firms.•A Blueprint for Innovation: A Forbes case study highlighted our technology platform as the blueprint legacy enterprises need to achieve.

Increasing Trust

Engagement in societal issues must support customer value and business priorities. We are focused on three areas: the impact of severe weather, consumer privacy and increasing trust.

Trust has declined significantly over the last two decades. Americans’ trust in the U.S. government to “do the right thing most of the time” has declined from 50% to 20%, when trust is the foundation for democracy. Increasing trust is also important to Allstate since customer trust is critical to our value proposition. A web of negativity inhibits rebuilding trust, with net negative messaging in America equal to a $100 billion advertising campaign of “us against us by us,” more than spent annually by the top 15 advertisers.

We cannot increase trust by ourselves but are mobilizing others to rebuild community relationships and amplify positive progress. Authentic trust is about mutual respect, predictability and reciprocity. This does not mean ignoring issues or disagreements, but simply listening.

Our Trust in Practice Awards will support community organizations that use volunteering and civic engagement to build relationships and improve trust. Two-thirds of Americans volunteer and 74% feel optimistic about their community. Over 3,000 organizations submitted 1,600 proposals requesting $800 million for $5 million in grants. Clearly there is great demand for improving trust!

Allstate was named one of the world’s Most Ethical Companies for the 12th consecutive year by the Ethisphere Institute.

The Allstate Corporation | AllstateInvestors.com3
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Exceptional Team

Senior leaders are talented, experienced and focused on collective success. Nine hundred exceptional leaders execute business priorities critical to success.

Our Board of Directors provides comprehensive oversight, guidance and wisdom. We thank Gregg Sherrill, our retiring Lead Director, for making us a better company.

Allstate was ranked in the 250 best managed companies for the 9th consecutive year by The Wall Street Journal and Drucker Institute.

Creating the Future

Allstate will continue making people’s lives better by serving customers, generating shareholder value, expanding employee opportunity and strengthening communities.

It is an honor to help Allstate make a difference.

Tom Wilson

Chair, President and CEO

4The Allstate Corporation | AllstateInvestors.com
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Letter from Independent Directors

Allstate’s Shareholders,

Thank you for entrusting us to oversee the long-term sustainability and growth of Allstate. Transparency and accountability are at the heart of our work as independent directors.

In 2025, Allstate delivered outstanding results while protecting customers’ cars, homes, personal devices and identities. Allstate advanced the Transformative Growth plan by enhancing customer value, growing policies in force and generating strong returns for shareholders. This letter highlights the Board’s oversight and achievements during the past year.

Strategic and Operational Oversight

Advancing Transformative Growth

Transformative Growth continues to improve customer value, strengthen competitiveness and support long‑term profitable growth. In 2025, the company:

Grew policies in force to 211 million, reflecting broader customer reach

Improved auto and homeowners insurance affordability while maintaining returns; the SAVE program reduced 7.8 million insurance customers’ premiums an average of 17%

Reduced operating expenses through digitization and process improvements

This improves customer value and affordability with enhanced products and digital experiences. Combined with investments in marketing, these changes position Allstate to accelerate profitable growth.

Artificial Intelligence (AI) Governance

Allstate is focused on reimagining customer value and the Board is engaged in the implementation of Allstate’s AI strategy, including:

Expansion of generative AI for existing practices

Implementation of Allstate’s Large Language Intelligent Ecosystem (ALLIE) using agentic AI

Overseeing expansion of Allstate’s AI Governance Framework to drive rapid, safe and responsible AI utilization, consistent with evolving legal and regulatory requirements

Evaluation of AI deployment using Allstate’s Enterprise Risk and Return Management Framework

The Risk and Return Committee oversees AI governance, with support from the full Board

Capital Strength and Shareholder Returns

In 2025, Allstate completed the sale of the Employee Voluntary Benefits and Group Health businesses for $3.1 billion, realizing a gain of $1.6 billion and returned over $2.2 billion to shareholders through share repurchases and dividends.

In the first quarter of 2026, the Board approved an increase in common shareholder dividends to $1.08 per share and a $4.0 billion authorization to repurchase shares.

These actions reinforce Allstate’s commitment to disciplined capital allocation and long-term value creation.

The Allstate Corporation | AllstateInvestors.com5
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Corporate Governance and Board Refreshment

Allstate’s directors bring a mix of skills, experiences, and perspectives to Board oversight. The Nominating, Governance and Social Responsibility Committee and the Board regularly evaluate board refreshment and director succession planning. Notable developments include:

In November 2025, Rich Hume succeeded Gregg Sherrill as Lead Director, following Gregg’s retirement after eight years of Board service and four years as Lead Director. We are grateful for Gregg’s leadership and strategic insight. Rich brings deep technology and governance experience from his tenure as CEO of TD SYNNEX and his collaborative approach strengthens Board dialogue.

Judy Sprieser will retire from the Board at the 2026 Annual Meeting and is not standing for re-election. Judy’s strategic and financial expertise and wisdom have made Allstate a better company.

The Board uses an executive search firm to identify new director candidates to have the right mix of skills and expertise to serve shareholders.

Management and directors proactively engaged with shareholders three times during the year to discuss operating performance, strategy, corporate governance, board composition and executive compensation. These conversations confirm strong support for the Board’s practices, transparency and responsiveness.

Shareholders that hold35%of our outstanding shares were engaged in 2025

Human Capital and Succession Planning

The Board oversees senior leadership talent development and succession planning, which are essential to achieving Our Shared Purpose and driving sustainable business results.

Executive succession was discussed multiple times in 2025 during joint sessions of the Compensation and Human Capital Committee and the Board, and in executive sessions of the Board

In October, the company announced organizational and leadership changes to advance Transformative Growth, leverage artificial intelligence and expand senior leadership experience and capabilities

The Board has direct and regular exposure to senior leaders, providing independent directors with insights into character and experience, and supporting senior leadership development.

We remain committed to generating attractive returns for shareholders and ensuring Allstate is well-positioned for long-term success.

Sincerely,

IndependentDirectorsDonald E. BrownSiddharth N. (Bobby) MehtaJudith A. Sprieser
Kermit R. CrawfordMaria R. MorrisPerry M. Traquina
Richard T. HumeJacques P. PeroldMonica J. Turner
Margaret M. KeaneAndrea Redmond
6The Allstate Corporation | AllstateInvestors.com
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Notice of 2026

Annual Meeting of Shareholders

Items of BusinessBoardRecommendationSee Pages
Item 1Election of 11 DirectorsFOR each nominee15-45 à
Item 2Say-On-Pay: Advisory Vote on the Compensation of the Named ExecutivesFOR46-91 à
Item 3Ratification of Appointment of Deloitte & Touche LLP as Allstate’s Independent Registered Public Accountant for 2026FOR92-95 à
Item 4Shareholder Proposal: Report on use of ESG and DEI Metrics in Executive CompensationAGAINST96-98 à

In addition, any other business properly presented may be acted upon at

the meeting.

By Order of the Board,

Julie Cho

Secretary

April 10, 2026

How to Vote in Advance

Your vote is important. Please vote as soon as possible by one of the methods shown below. Make sure to have your proxy card, voting instruction form or Notice of Internet Availability in hand and follow the instructions. You may also vote during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/ALL2026, entering your control number and following the instructions.

By TelephoneBy Internet
In the U.S. or Canada, you can vote your shares toll-free by calling 1-800-690-6903.You can vote your shares onlineat proxyvote.com.
By MailBy Tablet or Smartphone
You can vote by mail by marking,dating and signing your proxy card orvoting instruction form and returningit in the postage-paid envelope.You can vote yourshares with your tabletor smartphone byscanning the QR code.

Date and TimeMay 22, 2026, at 11:00 a.m. Central Time. Admission to the webcast begins at 10:30 a.m. Central Time.Virtual (Online Only)www.virtualshareholdermeeting.com/ALL2026Record DateMarch 23, 2026. Each share of common stock is entitled to one vote for each director candidate and one vote for each of the other proposals.ParticipationShareholders who wish to participate in the meeting should review pages 102-105.Date of MailingOn or about April 10, 2026, these proxy materials and annual report will be mailed or made available to shareholders and to participants in the Allstate 401(k) Savings Plan.

Important notice regarding the availability of proxy materials for the shareholder meeting to be held on May 22, 2026The Notice of 2026 Annual Meeting and Proxy Statement and the means to vote by Internet, and the 2025 Annual Report, are available at proxyvote.com.

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Table of Contents

Overview
Letter from Chair, President & CEO1
Letter from Independent Directors5
Notice of 2026 Annual Meeting of Shareholders7
About Allstate9
Voting Roadmap11
Corporate Governance15
Item 1: Election of 11 Directors
Our Director Nominees16
Corporate Governance Highlights25
Board Composition and Nomination Process27
Evaluating Board Effectiveness28
Director Onboarding and Continuing Education29
The Board and its Committees30
Management Succession Planning and Senior Leadership Development35
Risk and Return Management Oversight36
Societal Engagement41
Communication with the Board43
Director Compensation44
Executive Compensation46
Item 2: Say-on-Pay: Advisory Vote on the Compensation of the Named Executives
Compensation Discussion and Analysis47
Compensation Committee Report68
Summary Compensation Table69
Grants of Plan-Based Awards at Fiscal Year-end 202571
Outstanding Equity Awards at Fiscal Year-end 202573
Option Exercises and Stock Vested During 202574
Retirement Benefits75
Non-Qualified Deferred Compensation at Fiscal Year-end 202578
Potential Payments as a Result of Termination or Change in Control (CIC)79
Estimate of Potential Payments Upon Termination82
Non-GAAP Performance Measures for 202583
Pay Ratio87
Pay Versus Performance Table88
Audit Committee Matters92
Policy Regarding Pre-Approval of Services and Auditor Fees94
Audit Committee Report95
Shareholder Proposal96
Report on use of ESG and DEI Metrics in Executive Compensation
Additional Information99
Stock Ownership Information99
Proxy and Voting Information102
Appendix A – Definitions of Non-GAAP Measures106
Appendix B – Categorical Standards of Independence110
Appendix C – Executive Officers110
Helpful Links and Resources111
WHERE TO FIND
2025 Financial Highlights10Responsible AI Governance40Peer Benchmarking53
Board Capabilities Overview17Shareholder Engagement42Compensation Decisions for 202561
Board Leadership Overview31Compensation Governance Best Practices49Other Elements of Compensation65
8The Allstate Corporation | AllstateInvestors.com
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.