AFG holder updates 6.8% ownership stake

American Financial Group major shareholder Carl H. Lindner III filed Amendment No. 11 to update his beneficial ownership in the company.

Rhea-AI Filing Summary

American Financial Group major shareholder Carl H. Lindner III filed Amendment No. 11 to update his beneficial ownership in the company. As of April 3, 2026, he beneficially owned 5,662,146 shares of common stock, representing 6.8% of the outstanding shares.

The amendment states it is being filed voluntarily and is not the result of any transaction in AFG securities. Recent activity includes 3,810 shares withheld for taxes upon restricted stock vesting and a grant of 11,294 restricted shares that cliff-vest after four years.

Key Figures

Beneficial ownership: 5,662,146 shares Ownership percentage: 6.8% Sole voting power: 3,707,504 shares +4 more

7 metrics

Beneficial ownership 5,662,146 shares Common stock beneficially owned as of April 3, 2026

Ownership percentage 6.8% Percent of AFG common stock class represented by 5,662,146 shares

Sole voting power 3,707,504 shares Shares over which the reporting person has sole voting power

Shared voting power 1,116,162 shares Shares over which voting power is shared

Sole dispositive power 4,482,150 shares Shares over which the reporting person has sole dispositive power

Disposition for taxes 3,810 shares at $129.85/share Shares withheld on Feb. 23, 2026 to satisfy tax obligations

Restricted stock grant 11,294 shares AFG restricted stock granted Feb. 26, 2026, cliff-vesting after four years

Key Terms

beneficially owned, dispositive power, restricted stock, cliff-vest, +1 more

5 terms

beneficially owned financial

"the Reporting Person beneficially owned 5,662,146 shares (or approximately 6.8% of the outstanding 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.

dispositive power financial

"Sole Dispositive Power 4,482,150.00 10 | Shared Dispositive Power 1,116,162.00"

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.

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."

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ownership stake in American Financial Group (AFG) does Carl H. Lindner III report?

Carl H. Lindner III reports beneficial ownership of 5,662,146 American Financial Group shares, representing approximately 6.8% of the outstanding common stock. This total includes shares held directly, in trusts, limited liability companies, and charitable foundations where he or related parties have voting or dispositive power.

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

Amendment No. 11 was filed voluntarily to update Carl H. Lindner III’s beneficial ownership in American Financial Group. The document states it is not the result of any specific transaction in AFG securities, but rather refreshes previously reported holdings originally filed in 2004 and amended through 2020.

What recent share transactions involving Carl H. Lindner III are disclosed for AFG?

Within 60 days of the filing, the disclosure shows 3,810 AFG shares disposed on February 23, 2026 at $129.85 per share, representing shares withheld to cover taxes on vested restricted stock, and an acquisition of 11,294 restricted shares on February 26, 2026 under AFG’s stock incentive plan.

How are Carl H. Lindner III’s AFG shares held across different entities?

His 5,662,146 AFG shares include 3,643,670 shares in trusts he controls, 343,162 in a trust controlled by his spouse, 838,480 in an LLC where he has dispositive power, 509,622 in a charitable foundation, 63,834 in family trusts, and 263,378 in two charitable foundations he and/or his spouse oversee.

What roles does Carl H. Lindner III hold at American Financial Group (AFG)?

Carl H. Lindner III serves as Co-Chief Executive Officer and a member of the Board of Directors of American Financial Group. In these roles he is responsible for the company’s management and strategic direction, while also acting as a significant shareholder reviewing his investment on a continuous basis.

What are the terms of the restricted stock grant disclosed for AFG?

The filing reports a grant of 11,294 shares of American Financial Group restricted stock to Carl H. Lindner III on February 26, 2026. These shares were issued under AFG’s stock incentive plan and are structured to cliff-vest four years after the grant date, encouraging longer-term alignment with shareholders.

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

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Accepted by SEC EDGAR 04/15/2026 - 05:00 PM EDT 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

Carl H. Lindner III

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 3,707,504.00
8	Shared Voting Power 1,116,162.00
9	Sole Dispositive Power 4,482,150.00
10	Shared Dispositive Power 1,116,162.00

11

Aggregate amount beneficially owned by each reporting person

5,662,146.00

12

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

13

Percent of class represented by amount in Row (11)

6.8 %

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 Carl H. Lindner III (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)	Carl H. Lindner III
(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 5,662,146 shares (or approximately 6.8% of the outstanding shares) of Common Stock, which amount includes 3,643,670 shares held in trusts over which he holds voting and dispositive power; 343,162 shares held by a trust over which his spouse has voting and dispositive power; 838,480 shares held in a limited liability company over which shares he holds dispositive power; 509,622 shares held by a charitable foundation over which he shares voting and dispositive power with his brother, S. Craig Lindner and his mother; 63,834 shares held in trusts for family members over which he holds voting and dispositive power; and 263,378 shares held in two charitable foundations over which he and/or his spouse have or share voting and dispositive power. Within the 60-day period preceding the date of filing of this Amendment, the Reporting Person had engaged in the following transactions. Date Transaction Number of Shares Price 2/23/2026 Disposition(1) (3,810) $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.

Carl H. Lindner III

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