American Financial Group (NYSE: AFG) approves new 5,000,000-share repurchase plan

Rhea-AI Filing Summary

American Financial Group, Inc. announced that its Board of Directors approved a new share repurchase program authorizing the company to buy back up to 5,000,000 shares of its common stock. Repurchases may be made from time to time at the company’s discretion on the open market, including under Rule 10b5-1 trading plans, in privately negotiated transactions or by other methods permitted under securities laws. The new program will replace the current plan that is scheduled to expire after December 31, 2025, and will remain in effect through December 31, 2030. The company is not obligated to repurchase any specific number of shares, and the timing and amount of any repurchases will depend on market and business conditions and other factors evaluated by management.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 3, 2025

AMERICAN FINANCIAL GROUP, INC.

 (Exact name of registrant as specified in its charter)

Ohio	1-13653	31-1544320
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

301 East Fourth Street, Cincinnati, OH		45202
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  (513) 579-2121

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company         ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

	Title of each class		Trading Symbol(s)		Name of each exchange on which registered
	Common Stock		AFG		New York Stock Exchange
	5.875% Subordinated Debentures due March 30, 2059		AFGB		New York Stock Exchange
	5.125% Subordinated Debentures due December 15, 2059		AFGC		New York Stock Exchange
	5.625% Subordinated Debentures due June 1, 2060		AFGD		New York Stock Exchange
	4.5% Subordinated Debentures due September 15, 2060		AFGE		New York Stock Exchange

Item 8.01 Other Events.

On December 3, 2025, the Board of Directors of American Financial Group, Inc. (the “Company”) approved a new share repurchase program authorizing the repurchase of up to 5,000,000 shares of the Company’s common stock from time to time on the open market (including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended), in privately negotiated transactions or by other methods in accordance with federal securities laws and other restrictions, at the Company’s discretion. The Company’s new share repurchase program, which will expire following December 31, 2030, will replace the current share repurchase program, which is scheduled to expire after December 31, 2025. The timing and amount of any shares repurchased under the program will be determined by the Company’s management based on its evaluation of market and business conditions and other factors. The Company is not obligated to repurchase any specific amount of shares of common stock.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

104 Cover page Interactive Date File (embedded within Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AMERICAN FINANCIAL GROUP, INC.
Date: December 5, 2025	By:	/s/  Joseph C. Alter

Joseph C. Alter

Vice President, Deputy General Counsel & Secretary

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FAQ

What did American Financial Group (AFG) announce in this 8-K?

American Financial Group’s Board of Directors approved a new share repurchase program authorizing the company to buy back up to 5,000,000 shares of its common stock, replacing its existing plan.

How many shares can AFG repurchase under the new buyback program?

The new program authorizes American Financial Group to repurchase up to 5,000,000 shares of common stock, to be acquired from time to time at the company’s discretion.

When does American Financial Group’s new share repurchase program expire?

The new share repurchase program for American Financial Group will expire following December 31, 2030, unless the company’s Board modifies or terminates it earlier.

What happens to AFG’s current share repurchase program?

The new authorization will replace the current share repurchase program, which is scheduled to expire after December 31, 2025, creating continuity in AFG’s ability to repurchase shares.

Is American Financial Group required to repurchase all 5,000,000 shares authorized?

No. The company explicitly states it is not obligated to repurchase any specific amount of common stock. Actual repurchases will depend on market and business conditions and other factors evaluated by management.

How may AFG execute share repurchases under the new program?

American Financial Group may repurchase shares on the open market (including through Rule 10b5-1 trading plans), in privately negotiated transactions, or by other methods permitted under federal securities laws.