American Financial Group (AFG) approves 2026 senior executive long-term incentive plan

Rhea-AI Filing Summary

American Financial Group, Inc. approved a new 2026 Senior Executive Long-Term Incentive Compensation Plan to replace its prior plan from 2016. The program is designed to support long-term success by offering senior executives competitive, performance-based cash bonuses tied to pre-established criteria set by the Compensation Committee.

The new plan is described as substantially similar to the former long-term incentive plan, and no awards have yet been granted under it. The full plan document is available as an exhibit, providing detailed terms and conditions for future executive incentive awards.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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):  February 13, 2026

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 13, 2026, the Compensation Committee of the Board of Directors of American Financial Group, Inc. (“Company”) approved the 2026 Senior Executive Long-Term Incentive Compensation Plan (“New LTIC”). The New LTIC succeeds the former plan, the Senior Executive Long-Term Incentive Compensation Plan, which was adopted on February 23, 2016 (“Former LTIC”).

The primary purpose of the New LTIC is to promote the Company’s long term success by attracting, retaining and motivating senior executive employees of the Company through competitive, performance-based cash compensation that aligns those employees’ and shareholders’ interests. The terms of the New LTIC are substantially similar to those of the Former LTIC. As such, under the New LTIC (as was the case under the Former LTIC), the Company may pay cash bonus awards based on the satisfaction of pre-established performance criteria determined by the Committee. No awards have been made under the New LTIC.

This description is qualified in its entirety by the terms of the New LTIC, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

	10.1	2026 Senior Executive Long-Term Incentive Compensation Plan
	104	Cover page Interactive Date File (embedded within Inline XBRL document).

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: February 18, 2026	By:	/s/ Joseph C. Alter

Joseph C. Alter

Vice President, Deputy General

Counsel & Secretary

3

FAQ

What did American Financial Group (AFG) change in its executive compensation in 2026?

American Financial Group approved a new 2026 Senior Executive Long-Term Incentive Compensation Plan. It replaces the 2016 plan and continues to provide performance-based cash bonuses for senior executives, aligning their pay with long-term company performance and shareholder interests through pre-established performance criteria.

How is AFG’s 2026 Senior Executive Long-Term Incentive Plan structured?

The 2026 plan allows American Financial Group to grant senior executives cash bonus awards based on meeting pre-established performance criteria. The Compensation Committee sets these criteria, and the plan’s overall structure is described as substantially similar to the prior long-term incentive plan adopted in 2016.

Has American Financial Group granted any awards under the new 2026 LTIC plan?

No awards have been made yet under American Financial Group’s 2026 Senior Executive Long-Term Incentive Compensation Plan. The filing states that while the plan has been approved, cash bonus awards will be granted in the future based on performance criteria determined by the Compensation Committee.

Why did American Financial Group adopt a new long-term incentive plan in 2026?

American Financial Group adopted the 2026 plan to promote long-term success by attracting, retaining and motivating senior executives. The plan uses competitive, performance-based cash compensation designed to align executives’ interests with shareholders, continuing the approach previously used under the former 2016 long-term incentive plan.

How does AFG’s 2026 LTIC plan align executive and shareholder interests?

The 2026 plan ties senior executive cash bonuses to pre-established performance criteria, so payouts depend on meeting defined goals. This structure is intended to link executive rewards with the company’s long-term performance, reinforcing alignment between management incentives and shareholder value at American Financial Group.

Where can investors find the full terms of AFG’s 2026 long-term incentive plan?

The complete terms of American Financial Group’s 2026 Senior Executive Long-Term Incentive Compensation Plan are included as Exhibit 10.1. The summary description is expressly qualified by this exhibit, which provides detailed provisions governing future performance-based cash awards to senior executives.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 36.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 5.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 18.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 28.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.1 KB