AFG executive uses shares to cover taxes

American Financial Group insider activity shows trusts associated with President of a subsidiary David Lawrence Thompson Jr using shares to cover taxes.

Rhea-AI Filing Summary

American Financial Group insider activity shows trusts associated with President of a subsidiary David Lawrence Thompson Jr using shares to cover taxes. On February 23, 2026, these trusts disposed of 1,098 shares of common stock in a tax-withholding disposition at $129.8475 per share.

After this transaction, the trusts reported 590,241.586 shares held indirectly. Separate indirect holdings reported as trustee totaled 357,044 shares, and holdings as custodian for minor children totaled 29,750.258 shares. Footnotes state the shares are held in family trusts, and Thompson Jr disclaims beneficial ownership beyond his family's pecuniary interest.

Insider Trade Summary

Exercise Price or Tax Liability: 1,098 shares

Exercise Price or Tax Liability 3 txns

Insider Thompson David Lawrence Jr

Role President of Subsidiary

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,098	$129.8475	$143K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 947,285.586 shares (Indirect, By Trusts); Common Stock — 29,750.258 shares (Indirect, As Custodian for minor children)

Footnotes (3)

1. F1. Total shares reported includes dividend shares held as of December 22, 2025.
2. F2. Held in trusts for the benefit of members of the reporting person's family where reporting person or his spouse serve as trustee.
3. F3. Held in trusts for which reporting person has voting and dispositive power. Reporting person disclaims beneficial ownership of shares held by such trusts except to the extent of the pecuniary interest held by his family.

FAQ

What insider transaction did AFG report for David Lawrence Thompson Jr?

AFG reported a tax-related share disposition by trusts associated with David Lawrence Thompson Jr. On February 23, 2026, these trusts used 1,098 American Financial Group common shares to satisfy tax obligations, rather than an open-market sale, at a price of $129.8475 per share.

How many AFG shares were disposed of in the latest trust transaction?

The trusts disposed of 1,098 American Financial Group common shares. The transaction was coded as a tax-withholding disposition, meaning the shares covered tax liabilities, not a discretionary sale, and the price recorded was $129.8475 per share for the affected shares.

How many AFG shares do the family trusts report after the transaction?

Following the tax-withholding disposition, the trusts reported holding 590,241.586 American Financial Group common shares indirectly. Additional indirect holdings include 357,044 shares in trusts for family members and 29,750.258 shares held as custodian for minor children, according to the disclosure.

Does David Lawrence Thompson Jr directly own the AFG shares in the trusts?

The shares are held in family trusts where Thompson Jr or his spouse serve as trustee, and he has voting and dispositive power. However, he disclaims beneficial ownership of these American Financial Group shares except to the extent of the pecuniary interest held by his family.

What does the tax-withholding disposition code mean for AFG’s insider filing?

The tax-withholding disposition code indicates shares were delivered to cover tax liabilities. For American Financial Group, the 1,098 shares were not sold as a discretionary trade but used to satisfy taxes tied to equity compensation, a common administrative transaction for insiders.

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Accepted by SEC EDGAR 02/24/2026 - 05:08 PM Learn about SEC filing dates

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^*

Thompson David Lawrence Jr

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President of Subsidiary

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		1,098	D	$129.8475	590,241.586(1)	I	By Trusts(2)
Common Stock								357,044	I	By Trusts(3)
Common Stock								29,750.258(1)	I	As Custodian for minor children

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. Total shares reported includes dividend shares held as of December 22, 2025.

2. Held in trusts for the benefit of members of the reporting person's family where reporting person or his spouse serve as trustee.

3. Held in trusts for which reporting person has voting and dispositive power. Reporting person disclaims beneficial ownership of shares held by such trusts except to the extent of the pecuniary interest held by his family.

	David L. Thompson, Jr. 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.