AFG (AFG) president uses 2,050 shares to cover tax withholding

Rhea-AI Filing Summary

American Financial Group President and director John B. Berding reported a tax-related share disposition through a Form 4 filing. On February 23, 2026, he disposed of 2,050 shares of common stock at $129.8475 per share to cover tax withholding, a non‑open‑market transaction. After this, he directly owned 68,769 common shares. The filing also lists indirect holdings, including 1,899 shares by a trust, 5,153 shares via the Employee Stock Purchase Plan, 1,045.2238 shares through an ESPP dividend reinvestment program, and 51,904.2124 share equivalents in a retirement plan, with plan balances based on statements as of December 31, 2025.

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

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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^*

BERDING JOHN B

(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

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		2,050	D	$129.8475	68,769	D
Common Stock								1,899	I	By Trust
Common Stock								5,153(1)	I	ESPP
Common Stock								1,045.2238(2)	I	DRIP
Common Stock								51,904.2124(3)	I	By RASP

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. 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 12/31/2025.

2. Represents ESPP DRIP shares held by reporting person as of 12/31/2025.

3. Represents amounts held by the Reporting Person in the Issuer's retirement plan on 12/31/2025. Each share is the economic equivalent of one share of common stock. Upon termination of employment or earlier, if so elected, the Reporting Person's account balances may be distributed, at the option of the Issuer, either in cash or in shares of the Issuer's common stock.

	John B. Berding 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 insider transaction did AFG President John B. Berding report?

John B. Berding reported a tax-withholding disposition of 2,050 American Financial Group common shares. The shares were disposed of on February 23, 2026, at $129.8475 per share to satisfy tax obligations, rather than as an open-market sale.

How many AFG shares does John B. Berding own directly after this Form 4?

After the reported tax-withholding disposition, John B. Berding directly owns 68,769 American Financial Group common shares. This figure reflects his direct holdings following the February 23, 2026 transaction disclosed in the Form 4 filing.

What indirect AFG share holdings are reported for John B. Berding?

The filing lists several indirect holdings: 1,899 shares held by a trust, 5,153 shares through the Employee Stock Purchase Plan, 1,045.2238 ESPP dividend reinvestment shares, and 51,904.2124 share equivalents in a retirement plan, based on statements dated December 31, 2025.

Was the AFG insider transaction an open-market sale or tax withholding?

The transaction was tax withholding, not an open-market sale. Code F indicates payment of exercise price or tax liability by delivering securities, so 2,050 American Financial Group shares were used to cover tax obligations on February 23, 2026.

What does transaction code F mean in John B. Berding’s AFG Form 4?

Transaction code F signifies payment of an exercise price or tax liability by delivering securities. In this case, 2,050 American Financial Group shares were disposed of at $129.8475 per share to satisfy tax withholding obligations rather than being sold on the open market.

How are AFG ESPP and retirement plan holdings reported for John B. Berding?

The filing notes ESPP and related DRIP holdings based on a plan statement as of December 31, 2025, plus retirement plan share equivalents. Each retirement plan unit equals one AFG common share, and balances may be distributed in cash or stock upon or before employment termination.