American Financial Group (AFG) SVP logs tax-withholding share disposition

Rhea-AI Filing Summary

American Financial Group Senior Vice President Michelle A. Gillis reported a Form 4 showing a tax-related share disposition. On 2026-02-23, she disposed of 730 shares of common stock at $129.8475 per share through a tax-withholding disposition to cover tax liabilities. After this, she directly owned 12,370 common shares. She also reported indirect holdings, including shares held in the MAG Trust U/A 10/3/23, the JSG Trust U/A 10/3/23, and shares in the company’s Employee Stock Purchase Plan and its DRIP, with ESPP-related amounts based on statements as of 12/31/2024.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Gillis Michelle A

Role Senior Vice President

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	730	$129.8475	$95K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 12,370 shares (Direct); Common Stock — 29,790.074 shares (Indirect, Indirect #1)

Footnotes (1)

1. Indirect #1: MAG Trust U/A 10/3/23 Indirect #2: JSG Trust U/A 10/3/23 Shares owned by the reporting Person in the Issuer's Employee Stock Purchase Plan (the "ESPP"). All ESPP information reporting herein is based on a plan statement dated as of 12/31/2024. Represents ESPP DRIP shares held by reporting person as of 12/31/2024.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gillis Michelle A

(Last) (First) (Middle)

301 EAST FOURTH STREET

(Street)

CINCINNATI OH 45202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN FINANCIAL GROUP INC [ AFG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/23/2026		F		730	D	$129.8475	12,370	D
Common Stock								29,790.074	I	Indirect #1(1)
Common Stock								11,454	I	Indirect #2(2)
Common Stock								3,249.7158(3)	I	ESPP
Common Stock								11.0597(4)	I	ESPP DRIP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Indirect #1: MAG Trust U/A 10/3/23

2. Indirect #2: JSG Trust U/A 10/3/23

3. Shares owned by the reporting Person in the Issuer's Employee Stock Purchase Plan (the "ESPP"). All ESPP information reporting herein is based on a plan statement dated as of 12/31/2024.

4. Represents ESPP DRIP shares held by reporting person as of 12/31/2024.

	Michelle A. Gillis By: Joseph C. Alter, as Attorney-in-Fact	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did AFG executive Michelle Gillis report in this Form 4?

Michelle A. Gillis reported a tax-withholding disposition of AFG common stock. She used 730 shares at $129.8475 per share on February 23, 2026 to satisfy tax liabilities, a non-open-market transaction under code F.

How many AFG shares did Michelle Gillis dispose of for taxes?

She disposed of 730 AFG common shares to cover taxes. The shares were valued at $129.8475 each under transaction code F, which reflects payment of tax liability by delivering already-held securities, not an open-market sale.

How many AFG shares does Michelle Gillis own directly after the transaction?

After the reported tax-withholding disposition, Michelle Gillis directly owns 12,370 AFG common shares. This figure reflects her direct holdings following the February 23, 2026 transaction and excludes additional indirect positions reported through trusts and employee plans.

What does transaction code F mean in this AFG Form 4 filing?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, 730 AFG shares were used to satisfy tax obligations, classed as a tax-withholding disposition rather than an ordinary buy or sell trade.

What indirect AFG share holdings are reported for Michelle Gillis?

She reports indirect AFG holdings through two trusts labeled MAG Trust U/A 10/3/23 and JSG Trust U/A 10/3/23, plus shares in the Employee Stock Purchase Plan and an ESPP DRIP, with ESPP-related amounts based on statements as of December 31, 2024.

Does this AFG Form 4 show any open-market buying or selling by Michelle Gillis?

The filing shows no open-market buying or selling. The only transaction with a defined code is a tax-withholding disposition under code F, where 730 existing AFG shares were delivered to cover tax obligations, leaving direct ownership of 12,370 shares.