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AFG (NYSE: AFG) Co-CEO uses 3,810 shares to cover tax withholding

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

American Financial Group director and Co-CEO Carl H. Lindner III, through an associated trust, reported a tax-withholding disposition of 3,810 shares of common stock on February 23, 2026. The shares were delivered to satisfy tax obligations rather than sold in an open-market trade.

After this transaction, the reporting structures show 3,138,774 shares held indirectly in the trust labeled Indirect #1, along with additional indirect holdings in several other trusts and entities, including 343,162 shares in Indirect #2 and 838,480 shares in Indirect #12.

Positive

  • None.

Negative

  • None.
Insider LINDNER CARL H III
Role Co-CEO
Type Security Shares Price Value
Tax Withholding Common Stock 3,810 $129.8475 $495K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 3,138,774 shares (Indirect, Indirect #1)
Footnotes (1)
  1. Indirect #1: CHL III, TTEE (or his Successors) of the Carl H. Lindner III Family Trust DTD 8/29/02 as Amended. Indirect #2: Martha S. Lindner, (or her Successor) of the Martha S. Lindner Family Trust DTD 8/30/02 as amended. Indirect #12: Seraphim Partners LLC fka CHL Investments, LLC Indirect #13: By C3 Family Trust 2010-1 Indirect #14: C3 QAT Dtd 9/25/20. Indirect #15: By #13 C3 Legacy Trust 12/1/20.
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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*
LINDNER CARL H III
(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)
Co-CEO
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 3,810 D $129.8475 3,138,774 I Indirect #1(1)
Common Stock 343,162 I Indirect #2(2)
Common Stock 838,480 I Indirect #12(3)
Common Stock 525,043 I Indirect #13(4)
Common Stock 493,602 I Indirect #14(5)
Common Stock 103,131 I Indirect #15(6)
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: CHL III, TTEE (or his Successors) of the Carl H. Lindner III Family Trust DTD 8/29/02 as Amended.
2. Indirect #2: Martha S. Lindner, (or her Successor) of the Martha S. Lindner Family Trust DTD 8/30/02 as amended.
3. Indirect #12: Seraphim Partners LLC fka CHL Investments, LLC
4. Indirect #13: By C3 Family Trust 2010-1
5. Indirect #14: C3 QAT Dtd 9/25/20.
6. Indirect #15: By #13 C3 Legacy Trust 12/1/20.
Carl H. Lindner, III 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did AFG insider Carl H. Lindner III report in this Form 4?

He reported a tax-withholding disposition of 3,810 American Financial Group common shares on February 23, 2026. The shares were delivered to cover tax obligations, not as an open-market sale, and were held indirectly through a family trust structure.

Was the AFG Form 4 transaction a market sale of shares?

No, the Form 4 shows a tax-withholding disposition, code F, for 3,810 shares. This means shares were used to pay taxes related to equity compensation, rather than being sold in a discretionary open-market transaction on an exchange.

How many AFG shares remain in the trust labeled Indirect #1 after the transaction?

Following the tax-withholding disposition, the trust labeled Indirect #1, identified as the Carl H. Lindner III Family Trust, holds 3,138,774 American Financial Group common shares. This reflects the position after using 3,810 shares to satisfy tax-related obligations.

What indirect AFG holdings are reported for Carl H. Lindner III besides Indirect #1?

Additional indirect holdings include 343,162 shares in Indirect #2, 838,480 in Indirect #12, 525,043 in Indirect #13, 493,602 in Indirect #14, and 103,131 in Indirect #15. These are held through various family trusts and an LLC.

Who is the reporting person on this AFG Form 4 and what is his role?

The reporting person is Carl H. Lindner III, identified as a director and Co-CEO of American Financial Group. The reported transactions and holdings relate to shares held indirectly through multiple family trusts and an investment LLC.

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

Transaction code F indicates payment of exercise price or tax liability by delivering securities. In this filing, 3,810 American Financial Group shares were used to cover tax obligations tied to equity compensation, rather than being voluntarily sold on the open market.