AFG CFO sells shares, gets restricted stock grant

American Financial Group senior vice president and CFO Brian S. Hertzman reported both a stock sale and an equity award.

Rhea-AI Filing Summary

American Financial Group senior vice president and CFO Brian S. Hertzman reported both a stock sale and an equity award. He sold 1,663 shares of common stock in an open-market transaction at $133.702 per share, and separately received a grant of 3,163 restricted shares that vest four years from the grant date.

After these transactions, he directly owned 12,073 common shares, and also held additional indirect interests through the company’s employee stock purchase plan, dividend reinvestment plan, and retirement plan, with those plan balances based on statements dated December 31, 2025.

Insider Trade Summary

Net Seller: 1,663 shares

Net Sell 5 txns

Insider Hertzman Brian S.

Role SVP, CFO

Sold 1,663 shs ($222K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,663	$133.702	$222K
Grant/Award	Common Stock	3,163	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 12,073 shares (Direct); Common Stock — 1,853.8053 shares (Indirect, ESPP); Common Stock — 71.709 shares (Indirect, DRIP); Common Stock — 3,955.7345 shares (Indirect, RASP 401(k))

Footnotes (4)

1. F1. Represents grant of restricted stock that vests four years from the date of grant.
2. F2. 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.
3. F3. Represents shares held in the Company's Dividend Reinvestment Plan based on plan statement dated as of 12/31/2025.
4. F4. 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.

FAQ

What insider transactions did AFG CFO Brian S. Hertzman report?

Brian S. Hertzman reported selling 1,663 American Financial Group common shares in an open-market transaction and receiving 3,163 restricted shares. The restricted stock award vests four years from the grant date, adding long-term equity-based compensation to his existing holdings.

How many AFG shares did the CFO sell and at what price?

The CFO sold 1,663 American Financial Group common shares at $133.702 per share in an open-market sale. This transaction reduced his directly held shares but occurred alongside a separate restricted stock grant that increased his overall equity exposure.

What equity award did the AFG CFO receive in this Form 4 filing?

He received a grant of 3,163 shares of restricted stock that vest four years from the grant date. This time-based vesting structure is designed to align his compensation with longer-term company performance and continued service to American Financial Group.

What are the CFO’s direct AFG shareholdings after these transactions?

Following the reported sale and restricted stock grant, Brian S. Hertzman directly owned 12,073 American Financial Group common shares. This figure reflects his personal holdings outside of employee stock purchase, dividend reinvestment, and retirement plan accounts noted in the filing.

What indirect AFG holdings does the CFO report through benefit plans?

He reports indirect interests through an Employee Stock Purchase Plan, a Dividend Reinvestment Plan, and a retirement plan. These plan balances are based on statements dated December 31, 2025, and each unit in the retirement plan is economically equivalent to one common share.

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Accepted by SEC EDGAR 03/02/2026 - 05:00 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^*

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)
02/26/2026

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	02/26/2026		A		3,163	A	$0	13,736(1)	D
Common Stock	02/27/2026		S		1,663	D	$133.702	12,073	D
Common Stock								1,853.8053(2)	I	ESPP
Common Stock								71.709(3)	I	DRIP
Common Stock								3,955.7345(4)	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. Represents grant of restricted stock that vests four years from the date of grant.

2. 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.

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

4. 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	03/02/2026
	** 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.