AFG (AFG) CFO uses 727 shares to cover tax withholding

Rhea-AI Filing Summary

American Financial Group senior vice president and CFO Brian S. Hertzman reported a tax-related share disposition and updated his plan holdings. On February 22, 2026, he disposed of 727 shares of common stock at $129.8475 per share to satisfy tax obligations, leaving 10,573 directly held shares.

The filing also updates indirect holdings in the company’s employee stock purchase plan, dividend reinvestment plan, and retirement plan as of December 31, 2025, reflecting ongoing participation in these programs rather than new market purchases or sales.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Hertzman Brian S.

Role SVP, CFO

Type	Security	Shares	Price	Value
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
Tax Withholding	Common Stock	727	$129.8475	$94K

Holdings After Transaction: Common Stock — 1,853.805 shares (Indirect, ESPP); Common Stock — 10,573 shares (Direct)

Footnotes (1)

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. Represents shares held in the Company's Dividend Reinvestment Plan based on plan statement dated as of 12/31/2025. Represents amounts held by the Reporting Person in the Issuer's retirement plan based on a statement dated 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.

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
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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^*

Hertzman Brian S.

(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)
	SVP, CFO

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	02/22/2026		F		727	D	$129.8475	10,573	D
Common Stock								1,853.8053(1)	I	ESPP
Common Stock								71.709(2)	I	DRIP
Common Stock								3,955.7345(3)	I	RASP 401(k)

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 shares held in the Company's Dividend Reinvestment Plan based on plan statement dated as of 12/31/2025.

3. Represents amounts held by the Reporting Person in the Issuer's retirement plan based on a statement dated 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.

	Brian S. Hertzman 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 CFO Brian Hertzman report on this Form 4?

AFG’s CFO Brian S. Hertzman reported a tax-withholding disposition of 727 shares of American Financial Group common stock at $129.8475 per share on February 22, 2026, reducing his direct holdings to 10,573 shares while updating various plan-related indirect holdings.

Was the AFG CFO’s Form 4 transaction an open-market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Code “F” indicates shares were delivered to cover exercise price or tax liability, meaning the shares went back to the issuer rather than being sold on the open market.

How many AFG shares does the CFO directly hold after this reported transaction?

After the tax-withholding disposition, AFG’s CFO directly holds 10,573 shares of American Financial Group common stock. This figure reflects his remaining direct ownership following the 727-share disposition reported with transaction code “F” on February 22, 2026.

What indirect AFG holdings are disclosed for the CFO in this Form 4 filing?

The filing discloses indirect holdings in an Employee Stock Purchase Plan, a Dividend Reinvestment Plan, and a retirement plan. Each plan balance is based on statements dated December 31, 2025, and represents ongoing program participation rather than new transactions on the Form 4 date.

What does transaction code “F” mean in the AFG CFO’s Form 4?

Transaction code “F” means shares were disposed of to pay an option exercise price or satisfy tax withholding. In this case, 727 shares of American Financial Group common stock were used to cover tax liability, which is distinct from a discretionary market sale of shares.

Does the AFG Form 4 indicate changes in the CFO’s employee and retirement plan balances?

Yes, the Form 4 reports updated balances for the Employee Stock Purchase Plan, Dividend Reinvestment Plan, and retirement plan as of December 31, 2025. These entries reflect plan statement values and show the economic equivalent of common stock units, not fresh market purchases.