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ALLSTATE CORP

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

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About this filing

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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Contents

Pay Versus Performance Table

IntroductionCorporateGovernanceExecutiveCompensationAuditMattersShareholder ProposalStockOwnershipOtherInformationLinks andResources

Pay Versus Performance Table

As required by the SEC rules and in accordance with Item 402(v) of Regulation S-K, the following table sets forth compensation information for our Principal Executive Officer (PEO) and Non-PEO NEOs and company performance against key financial performance measures of the company for the fiscal years shown. For additional information regarding Allstate’s pay for performance philosophy and how the company aligns NEO compensation, refer to the CD&A beginning onpage 47.

Compensation actually paid (CAP) has been calculated in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned, realized or received by the company PEO and Non-PEO NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described below, for the years represented:

Less actuarial present value of accumulated pension benefits

Less aggregate grant date fair value of stock and option awards

Addition of pension service cost

Increased or decreased by the value of:

Fair value of equity measures granted during the fiscal year

Fair value of equity awards vested or outstanding that were granted in prior fiscal years

For additional details see Footnote 2.

SummaryCompensationTable Total forPEO($)(1) · CompensationActually Paidto PEO($)(2)(3) · AverageSummaryCompensationTable Total forNon-PEONEOs($)(1) · AverageCompensationActually Paid toNon-PEO NEOs($)(2) · Value of Initial Fixed $100Investment Based On:(3) · NetIncome($ inmillions)(4)
Year · TotalShareholderReturn($) · Peer GroupTotalShareholderReturn($) · PerformanceNet Income($ inmillions)(5)
2025$22,920,898$45,082,152$6,533,544$8,924,091$214$214$10,165$8,634
2024$26,744,295$57,020,722$7,595,989$13,148,908$194$200$4,550$5,213
2023$16,487,957$8,025,133$4,477,500$2,968,301$138$158$(316)$1,122
2022$15,005,001$30,035,131$3,498,306$4,852,665$130$149$(1,416)$(426)
2021$19,066,920$27,585,626$5,548,209$7,666,840$110$131$1,485$3,689

(1)The totals reflected align with (i) for the PEO, the amounts of total compensation reported in the Summary Compensation Table for the PEO and (ii) for the Non-PEO NEOs, the average of the amounts of total compensation reported in the Summary Compensation Table for such Non-PEO NEOs, as shown on page 69. Mr. Wilson served as Chair, President and CEO for each fiscal year reported and is therefore represented as the PEO for each such fiscal year. The Non-PEO NEOs column represents Allstate’s named executives for each respective year. The employees comprising the Non-PEO NEOs for each year are noted below:

20252024202320222021
Jesse MertenJesse MertenJesse MertenMario RizzoGlenn Shapiro
Mario RizzoMario RizzoJohn DugenskeGlenn ShapiroDon Civgin
John DugenskeJohn DugenskeSuren GuptaDon CivginJohn Dugenske
Andréa CarterChristine DeBiaseMario RizzoJohn DugenskeMario Rizzo
Zulfikar JeevanjeeJesse Merten
Suren Gupta
Bob Toohey

(2)Compensation actually paid (CAP) has been calculated in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned, realized or received by the company PEO and Non-PEO NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described below, for the years represented. Equity values for purposes of calculating CAP were determined in accordance with FASB ASC Topic 718. The valuation methodologies and assumptions used to calculate the equity values included in CAP are based on our grant date fair value of the equity awards as disclosed in the company’s audited financial statements for the applicable fiscal year. Awards subject to performance conditions were calculated based on the probable outcome of such conditions as of December 31, 2025.

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Compensation ActuallyPaid Component20252024202320222021
PEONon-PEOPEONon-PEOPEONon-PEOPEONon-PEOPEONon-PEO
Summary Compensation Table (SCT) Total$22,920,898$6,533,544$26,744,295$7,595,989$16,487,957$4,477,500$15,005,001$3,498,306$19,066,920$5,548,209
Deduction:SCT aggregate change in actuarial present value of accumulated pension benefits$—$(179,976)$(596,827)$(89,894)$—$(119,512)$—$(51,781)$(697,929)$(65,931)
Deduction:SCT Aggregate Grant Date Fair Value of Stock Awards$(10,886,400)$(3,058,455)$(11,899,608)$(2,930,250)$(7,883,165)$(1,973,067)$(6,868,175)$(1,523,242)$(6,335,804)$(1,617,742)
Deduction:SCT Aggregate Grant Date Fair Value of Option Awards$(4,530,227)$(515,079)$(4,736,259)$(692,682)$(4,986,008)$(1,010,746)$(4,293,494)$(871,876)$(4,304,994)$(1,099,217)
Addition:Pension Service Cost$234,965$47,996$119,162$46,330$161,803$50,465$235,050$46,723$238,310$62,348
Addition:Change as of the vesting date in fair value, (from the end of prior fiscal year) of equity awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at the end or during the covered fiscal year$1,800,213$105,750$3,988,836$636,475$(2,085,752)$(344,544)$3,039,030$521,581$(454,767)$(110,761)
Addition:Change in fair value, as of the end of the covered fiscal year, of equity awards granted in any prior fiscal year that are outstanding and unvested at year-end$10,668,119$1,391,941$20,074,587$3,659,065$(7,028,704)$(1,309,355)$7,695,232$1,338,444$6,922,985$1,592,057
Addition:Fair value, at the end of the covered fiscal year, of equity awards granted during the fiscal year that are outstanding and unvested at year-end$24,874,584$4,598,371$23,326,536$4,923,875$13,359,001$3,197,559$15,222,487$2,083,563$13,150,905$3,357,877
Deduction:Fair value, at the end of prior fiscal year, of equity awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year$—$—$—$—$—$—$—$(189,054)$—$—
Compensation Actually Paid$45,082,152$8,924,091$57,020,722$13,148,908$8,025,133$2,968,301$30,035,131$4,852,665$27,585,626$7,666,840

(3)These totals were calculated in the same manner as required under Item 201 (e) of Regulation S-K. The Total Shareholder Return (TSR) represents the cumulative return on a fixed investment of $100 in the common stock (including reinvested dividends) of (a) the company and (b) its peer group, respectively, for the period starting January 1, 2021, through the last day of the listed fiscal year. Our peer group used for the TSR calculation is the same as our compensation benchmarking peer group: AFLAC Inc.; American International Group, Inc.; AON plc; Chubb Limited; The Hartford Financial Services Group, Inc.; Humana Inc.; Manulife Financial Corporation; Marsh & McLennan; MetLife, Inc.; The Progressive Corporation; Prudential Financial Inc.; and The Travelers Companies Inc.

(4)These amounts represent the amount of net income reflected in the company’s audited financial statements for the applicable fiscal year.

(5)As required pursuant to Item 402(v) of Regulation S-K, we determined Performance Net Income to be our most important financial performance measure used to link CAP of our NEOs in fiscal year 2025 to company performance. See “Non-GAAP Performance Measures for 2025” for a description of this performance measure.

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Financial Performance Measures: The Allstate executive compensation programs reflect the pay-for-performance culture and supports shareholder alignment while also incentivizing our executives as noted throughout the CD&A beginning onpage 47. For the annual and LTI programs, the Compensation and Human Capital Committee uses performance measures that (1) align with the company’s strategy, operating principles and priorities and shareholder interest, (2) support the achievement of corporate goals and (3) reflect the company’s overall performance. The most important performance measures, in our assessment, used to link CAP of our NEOs for the most recently completed fiscal year to the company’s performance are as follows:

Performance Net Income (PNI)

Performance Net Income Return on Equity (PNI ROE)

Total Premiums

Relative Total Shareholder Return (TSR)

Relationship between CAP and Performance Measures in the Table: The following graphs provide a visual representation of the relationship between the CAP of our PEO and the average CAP of our Non-PEO NEOs as it relates to (i) the company’s cumulative TSR and the TSR of our peer group, (ii) the company’s GAAP Net Income and (iii) our Performance Net Income over the five-year period from fiscal years 2021 through 2025. The relationship between Allstate’s TSR and our peer group TSR is reflected in the first graph – CAP vs Total Shareholder Return. Performance measure mix, timing of grants and outstanding vesting, share price volatility and other factors impact CAP.

The majority of CAP to our NEOs is closely connected to long-term awards under the LTI plan primarily driven by Performance Net Income and relative TSR. Over the last three years, external factors, including rising inflation, have impacted Performance Net Income while Allstate’s relative TSR has remained strong. The graphs below demonstrate:

From 2021 to 2022, CAP to our PEO increased by just below 9% and average CAP to our Non-PEO NEOs experienced a decrease of nearly 37%. In the same period, our TSR increased from $110 to $130 (18%). Net income declined due to pandemic related impact on loss costs causing higher insurance losses and unfavorable reserve re-estimates.

From 2022 to 2023, CAP to our PEO decreased by 73% and average CAP to our Non-PEO NEOs decreased by roughly 36%. In the same period TSR continued to increase from $130 to $138 (6%). Net income improved over 2022 due to higher Property-Liability premiums earned partially offset by higher catastrophe losses. Large decreases in CAP from 2022 to 2023 are primarily related to lower vesting value for 2021-2023 PSAs, decreased PSA values for outstanding cycles and relatively flat unvested option valuation changes in 2023 compared to significant increases in unvested option valuation changes during 2022.

From 2023 to 2024, CAP to our PEO increased by 611% and average CAP to our Non-PEO NEOs increased by 343%. In the same period TSR continued to increase from $138 to $194 (41%). In fiscal year 2024 the company returned to profitability with strong Net Income results. Large increases in CAP from 2023 to 2024 are primarily related to increased PSA values for outstanding cycles and increased unvested option valuation changes in 2024 compared to significant decreases in unvested option valuation changes during 2023.

From 2024 to 2025, CAP to our PEO decreased by 21% and average CAP to our Non-PEO NEOs decreased by 32%. In the same period TSR continued to increase from $194 to $214 (10%). In fiscal year 2025 results are covered onpages 10 and 56.

Allstate has seen continued growth in TSR from 2021 through 2025 with an aggregate growth rate of 114% while our peer group has a similar growth rate.

For additional detail regarding Allstate’s executive pay practices, including incentive design and goal setting, compensation elements, compensation decisions and governance practices, see the CD&A beginning onpage 47.

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Cap vs Total Shareholder Return

¢PEO CAP¢Avg. NEO CAPALL TSRPeer TSR

Cap vs Net Income

¢PEO CAP¢Avg. NEO CAPNet Income

Cap vs Performance Net Income

¢PEO CAP¢Avg. NEO CAPPerformance Net Income
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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.