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AMERICAN FINANCIAL GROUP (NYSE: AFG) Co-CEO reports 3,300-share tax withholding

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

Rhea-AI Filing Summary

AMERICAN FINANCIAL GROUP Co-CEO Craig S. Lindner reported an insider transaction involving indirectly held Common Stock. On February 23, 2026, an entity associated with him disposed of 3,300 shares at an average price of $129.8475 per share to satisfy tax obligations through share withholding. The shares are held indirectly as trustee of the SCL Living Trust, which held 2,857,421 shares after this transaction. Additional indirect holdings are reported through several trusts and the company’s Retirement and Savings Plan.

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Insider LINDNER S CRAIG
Role Co-CEO
Type Security Shares Price Value
Tax Withholding Common Stock 3,300 $129.8475 $428K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 2,857,421 shares (Indirect, Indirect #1)
Footnotes (1)
  1. Indirect #1: SCL TTEE of the SCL Living Trust DTD 03/30/83. Indirect #2: By SCL Trust. Indirect #3: By Franes R. Lindner, Trustee for the Frances R. Lindner Living Trust dated 9/13/93. Indirect #4: By Dynasty Trust. Indirect #5: By GST Trust. Indirect #6: By Legacy Trust 10/30/20. Indirect #12: Held in the Company's Retirement and Savings Plan. The number of shares of Common Stock is based on a statement dated as of 12/31/25.
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 S CRAIG
(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 3,300 D $129.8475 2,857,421 I Indirect #1(1)
Common Stock 1,146,494 I Indirect #2(2)
Common Stock 116,578 I Indirect #3(3)
Common Stock 3,000 I Indirect #4(4)
Common Stock 3,000 I Indirect #5(5)
Common Stock 134,044 I Indirect #6(6)
Common Stock 118,166.64 I Indirect #12(7)
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: SCL TTEE of the SCL Living Trust DTD 03/30/83.
2. Indirect #2: By SCL Trust.
3. Indirect #3: By Franes R. Lindner, Trustee for the Frances R. Lindner Living Trust dated 9/13/93.
4. Indirect #4: By Dynasty Trust.
5. Indirect #5: By GST Trust.
6. Indirect #6: By Legacy Trust 10/30/20.
7. Indirect #12: Held in the Company's Retirement and Savings Plan. The number of shares of Common Stock is based on a statement dated as of 12/31/25.
S. Craig Lindner 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 insider transaction did AFG Co-CEO Craig S. Lindner report?

Craig S. Lindner reported an indirect tax-related share disposition. An entity associated with him used 3,300 shares of American Financial Group common stock to satisfy tax obligations via share withholding, rather than an open-market sale, on February 23, 2026.

How many AFG shares were involved and at what price in Craig Lindner’s filing?

The filing shows 3,300 shares of American Financial Group common stock were used for tax withholding at an average price of $129.8475 per share. This was reported as an indirect transaction through a trust connected to Craig S. Lindner.

Was Craig Lindner’s AFG transaction a sale or tax withholding event?

The transaction was a tax-withholding event, not an open-market sale. The Form 4 uses code F, described as payment of a tax liability by delivering securities, indicating shares were withheld to cover taxes on equity compensation.

Which entity held the AFG shares in Craig Lindner’s reported transaction?

The 3,300 shares are held indirectly through the SCL Living Trust, where Craig S. Lindner serves as trustee. The trust held 2,857,421 American Financial Group shares after the transaction, according to the reported indirect ownership details.

What indirect AFG shareholdings are reported for Craig Lindner beyond this tax event?

Beyond the 2,857,421 SCL Living Trust shares, the filing lists additional indirect holdings through several trusts and 118,166.64 shares in the company’s Retirement and Savings Plan, based on a statement dated December 31, 2025.

Does Craig Lindner’s Form 4 indicate multiple AFG ownership accounts?

Yes. The Form 4 separates holdings into several indirect categories, including the SCL Living Trust, various other family-related trusts, and the company’s Retirement and Savings Plan, each with its own reported share balance after the noted transaction date.