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Notice of 2025 Annual Meeting and Proxy Statement

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Index

Front Cover
Letter from Chair, President & CEO
Letter from Independent Directors
Notice of 2025 Annual Meeting of Shareholders
Table of Contents
About Allstate
Voting Roadmap
Corporate Governance
Proposal 1 Election of 13 Directors
Our Director Nominees Corporate Governance Highlights Board Composition and Nomination Process Evaluating Board Effectiveness Director Onboarding and Continuing Education The Board and its Committees Management Succession Planning Risk and Return Management Oversight Director Compensation
Executive Compensation
Proposal 2 Say-on-Pay: Advisory Vote on the Compensation of the Named Executives
Compensation Discussion and Analysis Compensation Committee Report Summary Compensation Table Grants of Plan-Based Awards at Fiscal Year-end 2024 Outstanding Equity Awards at Fiscal Year-end 2024 Option Exercises and Stock Vested During 2024 Retirement Benefits Non-Qualified Deferred Compensation at Fiscal Year-‍end 2024 Potential Payments as a Result of Termination or Change in Control (CIC) Estimate of Potential Payments Upon Termination CEO Pay Ratio Pay Versus Performance Table
Audit Committee Matters
Proposal 3 Ratification of Deloitte & Touche LLP as the Independent Registered Public Accountant for 2025
Auditor Fees Audit Committee Report
Sustainability at Allstate
Increasing Value for Customers and Shareholders Navigating Climate Risk Creating Opportunity for Employees Improving Communities Oversight of Sustainability
Stock Ownership Information
Proxy and Voting Information
Appendix A – Definitions of Non-GAAP Measures
Appendix B – Categorical Standards of Independence
Appendix C – Executive Officers
Helpful Links and Resources
Table of Contents 10K
Item 1. Business
Overview Strategy and Segment Information Regulation Human Capital Website Other Information About Allstate Information about our Executive Officers Forward-Looking Statements
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 1C. Cybersecurity
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
Item 5. Market for Registrant's Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities
Item 6. [Reserved]
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accounting Fees and Services
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary
Signatures
Financial Statement Schedules
111 / 310
financial performance and in their investment decisions, recommendations and communications as it represents a reliable,
representative and consistent measurement of the industry and the company and management’s utilization of capital.
Adjusted net income return on Allstate common shareholders’ equity should not be considered a substitute for return on
Allstate common shareholders’ equity and does not reflect the overall profitability of ourbusiness.
The following tables reconcile return on Allstate common shareholders’ equity and adjusted net income return on Allstate
common shareholders’ equity for the years ended December 31.
($ in millions) 2024 2023 2022
Return on Allstate common shareholders’ equity
Numerator:
Net income (loss) applicable to common shareholders $ 4,550 $ (316) $ (1,394)
Denominator:
Beginning Allstate common shareholders’ equity $ 15,769 $ 15,518 $ 22,974
Ending Allstate common shareholders’ equity (1) 19,441 15,769 15,518
Average Allstate common shareholders’ equity $ 17,605 $ 15,644 $ 19,246
Return on Allstate common shareholders’ equity 25.8% (2.0) % (7.2%)
2024 2023 2022
Adjusted net income return on Allstate common shareholders’ equity
Numerator:
Adjusted net income (loss)* $ 4,906 $ 251 $ (239)
Denominator:
Beginning Allstate common shareholders’ equity $ 15,769 $ 15,518 $ 22,974
Less: Unrealized net capital gains and losses (604) (2,255) 598
Adjusted beginning Allstate common shareholders’ equity 16,373 17,773 22,376
Ending Allstate common shareholders’ equity (1) 19,441 15,769 15,518
Less: Unrealized net capital gains and losses (771) (604) (2,255)
Adjusted ending Allstate common shareholders’ equity 20,212 16,373 17,773
Average adjusted Allstate common shareholders’ equity $ 18,293 $ 17,073 $ 20,075
Adjusted net income (loss) return on Allstate common shareholders’ equity* 26.8% 1.5% (1.2%)
(1) Excludes equity related to preferred stock of $2,001 million as of December 31, 2024 and 2023, and $1,970 million as of December 31, 2022.
Introduction Corporate
Governance
Executive
Compensation
Audit
Matters
Sustainability Stock
Ownership
Other
Information
Links and
Resources
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