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)
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Ohio
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1-13653
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31-1544320
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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301 East Fourth Street, Cincinnati, OH
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45202
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (513) 579-2121
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(Former name or former address, if changed since last report.)
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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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 |
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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:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Common Stock
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AFG
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New York Stock Exchange
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5.875% Subordinated Debentures due March 30, 2059
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AFGB
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New York Stock Exchange
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5.125% Subordinated Debentures due December 15, 2059
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AFGC
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New York Stock Exchange
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5.625% Subordinated Debentures due June 1, 2060
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AFGD
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New York Stock Exchange
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4.5% Subordinated Debentures due September 15, 2060
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AFGE
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New York Stock Exchange
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| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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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.
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(d) Exhibits.
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10.1
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2026 Senior Executive Long-Term Incentive Compensation Plan
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104
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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.
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AMERICAN FINANCIAL GROUP, INC. |
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Date: February 18, 2026
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By:
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/s/ Joseph C. Alter |
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Joseph C. Alter
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Vice President, Deputy General
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Counsel & Secretary
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