AFG co-CEO updates 6.2% ownership stake

American Financial Group, Inc. insider S. Craig Lindner has updated his reported ownership stake.

Rhea-AI Filing Summary

American Financial Group, Inc. insider S. Craig Lindner has updated his reported ownership stake. As of April 3, 2026, he beneficially owned 5,141,226 common shares, representing approximately 6.2% of the outstanding stock. The filing is an Amendment No. 11 to his Schedule 13D and is described as voluntary, updating beneficial ownership rather than reflecting a new acquisition trigger.

The stake includes shares held through multiple trusts, a 401(k) plan and charitable foundations where he has sole or shared voting and dispositive power. Recent activity within 60 days comprised a 3,300-share disposition at $129.85 per share to cover taxes on vesting restricted stock and an 11,294-share restricted stock grant that cliff-vests after four years.

Key Figures

Beneficial ownership: 5,141,226 shares Ownership percentage: 6.2% Trust holdings with voting and dispositive power: 4,015,209 shares +4 more

7 metrics

Beneficial ownership 5,141,226 shares AFG common shares beneficially owned as of April 3, 2026

Ownership percentage 6.2% Percent of AFG outstanding common stock represented by Lindner’s holdings

Trust holdings with voting and dispositive power 4,015,209 shares Shares held in trusts where Lindner has voting and dispositive power

401(k) plan shares 120,495 shares Shares held in AFG’s 401(k) Retirement and Savings Plan

Charitable foundation joint holdings 509,622 shares Shares held by a charitable foundation with shared voting and dispositive power

Tax withholding disposition 3,300 shares at $129.85/share Shares withheld on February 23, 2026 for taxes on vesting restricted stock

Restricted stock grant 11,294 shares Grant on February 26, 2026; shares cliff-vest after four years

Key Terms

beneficially owned, Schedule 13D, restricted stock, cliff-vest, +2 more

6 terms

beneficially owned financial

"As of April 3, 2026, the Reporting Person beneficially owned 5,141,226 Common Shares"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Schedule 13D regulatory

"This Amendment No. 11 amends and restates the originally filed on May 11, 2004"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

restricted stock financial

"Represents shares withheld by AFG to satisfy taxes payable in connection with the vesting of previously-awarded shares of restricted stock"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

cliff-vest financial

"Represents a grant of restricted stock pursuant to AFG's stock incentive plan. All shares cliff-vest four years after date of grant"

dispositive power financial

"which amount includes 4,015,209 shares held in trusts over which he has voting and dispositive power"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Power of Attorney regulatory

"99.1 Power of Attorney (previously filed)"

A power of attorney is a legal document that allows one person to make decisions and act on behalf of another person, often in financial or legal matters. It’s like giving someone a trusted helper or agent the authority to handle important tasks if you are unable to do so yourself. This matters to investors because it can impact how their assets are managed or transferred if they become unable to oversee their affairs.

FAQ

What ownership stake in AFG does S. Craig Lindner report in this Schedule 13D/A?

S. Craig Lindner reports beneficial ownership of 5,141,226 American Financial Group common shares, equal to about 6.2% of the outstanding stock as of April 3, 2026, including various trusts, plans and foundations.

Did S. Craig Lindner recently buy or sell AFG (symbol AFG) shares?

Within 60 days, activity included a 3,300-share disposition at $129.85 per share for tax withholding on vesting restricted stock, and an 11,294-share restricted stock grant under AFG’s stock incentive plan.

How are S. Craig Lindner’s AFG shares held according to this filing?

His 5,141,226 beneficially owned shares include trust holdings, 401(k) plan shares and charitable foundation positions, where he has sole or shared voting and dispositive power, as detailed in the Schedule 13D/A breakdown.

Why was this Amendment No. 11 to the AFG Schedule 13D filed?

Amendment No. 11 was filed voluntarily to update S. Craig Lindner’s beneficial ownership. The filing states it is not the result of any specific transaction in American Financial Group securities requiring a new Schedule 13D filing event.

What role does S. Craig Lindner hold at American Financial Group (AFG)?

S. Craig Lindner is described as a Co-Chief Executive Officer and member of the Board of Directors of American Financial Group. In these roles, he oversees management and strategic direction while also acting as a significant shareholder.

What are the terms of the recent restricted stock grant to S. Craig Lindner at AFG?

The filing notes an 11,294-share restricted stock grant to S. Craig Lindner under AFG’s stock incentive plan. These shares cliff-vest four years after the grant date, aligning his compensation with longer-term company performance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/15/2026 - 05:03 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

American Financial Group, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

025932104

(CUSIP Number)

Mark A. Weiss, Esq.
301 East Fourth Street,
Cincinnati, OH, 45202
(513) 362-0158

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/03/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 025932104

1

Name of reporting person

S. Craig Lindner

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,021,209.00
8	Shared Voting Power 865,478.00
9	Sole Dispositive Power 4,155,253.00
10	Shared Dispositive Power 865,478.00

11

Aggregate amount beneficially owned by each reporting person

5,141,226.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

This Amendment No. 11 amends and restates the Schedule 13D originally filed on May 11, 2004, as amended through Amendment No. 10 filed on March 31, 2020. This Amendment No. 11 is being filed voluntarily to update the Reporting Person's beneficial ownership and is not the result of any transaction in AFG securities.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, no par value
(b)	Name of Issuer: American Financial Group, Inc.
(c)	Address of Issuer's Principal Executive Offices: 301 East Fourth Street, Cincinnati, OHIO , 45202.
Item 1 Comment: This Schedule 13D is filed on behalf of S. Craig Lindner (the "Reporting Person") with respect to the Common Shares (the "Common Shares") of American Financial Group, Inc. ("AFG"). The principal executive offices of AFG are located at 301 East Fourth Street, Cincinnati, Ohio 45202.
Item 2.	Identity and Background
(a)	S. Craig Lindner
(b)	301 East Fourth Street, Cincinnati, Ohio 45202
(c)	Individual Investor
(d)	None
(e)	None
(f)	United States Citizen
Item 3.	Source and Amount of Funds or Other Consideration
	Not applicable.
Item 4.	Purpose of Transaction
	The Reporting Person is the Co-Chief Executive Officer of AFG and also serves on the Board of Directors. In these capacities, Mr. Lindner has responsibility for AFG's management and strategic direction. Additionally, in his capacity as a shareholder of the Company, Mr. Lindner reviews his investment in the Company on a continuous basis. Mr. Lindner may from time to time acquire additional Common Shares or dispose of a portion of the Common Shares that he beneficially owns. Any transactions that Mr. Lindner may pursue may be made at any time and from time to time without prior notice and will depend upon a variety of factors, including, without limitation, other investment and business opportunities available to Mr. Lindner, tax and estate planning considerations and other factors. Other than as described above in this Item 4, Mr. Lindner has no present plan or proposal relating to or that would result in any of the transactions or changes listed in Items 4(a) through 4(j) of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	As of April 3, 2026, the Reporting Person beneficially owned 5,141,226 Common Shares (or approximately 6.2% of the outstanding shares), which amount includes 4,015,209 shares held in trusts over which he has voting and dispositive power; 134,044 shares held in a trust over which he has dispositive power; 116,578 shares held by a trust over which his spouse has voting and dispositive power; 120,495 shares held in AFG's 401(k) Retirement and Savings Plan; 509,622 shares held by a charitable foundation over which he shares voting and dispositive power with his brother, Carl H. Lindner III and his mother; 6,000 shares held in trusts for family members over which he holds voting and dispositive power; and 239,278 shares held by a charitable foundation over which he shares voting and dispositive power with his spouse. Within the 60-day period preceding the date of filing of this Amendment, the Reporting Person has engaged in the following transactions. Date Transaction Number of Shares Price 2/23/2026 Disposition(1) (3,300) $129.85/share 2/26/2026 Acquisition(2) 11,294 n/a (1) Represents shares withheld by AFG to satisfy taxes payable in connection with the vesting of previously-awarded shares of restricted stock. (2) Represents a grant of restricted stock pursuant to AFG's stock incentive plan. All shares cliff-vest four years after date of grant.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Other than the Power of Attorney filed as part of Item 7, the Reporting Person has no contracts, arrangements, understandings or relationships with respect to the Common Shares.
Item 7.	Material to be Filed as Exhibits.
	99.1 Power of Attorney (previously filed)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

S. Craig Lindner

Signature:	/s/ Mark A. Weiss
Name/Title:	Mark A. Weiss, as Attorney-in-Fact for S. Craig Lindner
Date:	04/15/2026