AFGE 8-K: Purchase Agreement and Tenth Supplemental Indenture filed for senior notes

Rhea-AI Filing Summary

American Financial Group, Inc. filed a Current Report on Form 8-K describing the offering and issuance of senior debt securities. The filing references a Registration Statement on Form S-3 (File No. 333-277425) and includes an Indenture (the Senior Debt Securities Indenture from 1997) as supplemented by a Tenth Supplemental Indenture dated September 23, 2025. The filing incorporates by reference the Prospectus Supplement dated September 16, 2025 and related "Description of Debt Securities" materials. Specimen forms of the senior notes are included in the exhibits, along with a purchase agreement dated September 16, 2025 with BofA Securities, J.P. Morgan Securities and Wells Fargo Securities as representatives of the underwriters, and legal opinion and consent from Keating Muething & Klekamp PLL.

Insights

Securities/Credit Analyst

TL;DR: Filing documents a secured process to issue senior notes via a Form S-3 registration and a tenth supplemental indenture.

The 8-K formally documents the mechanics of a senior note offering: a Purchase Agreement dated September 16, 2025 with three lead underwriters, incorporation of the prospectus supplement dated September 16, 2025, and the Tenth Supplemental Indenture dated September 23, 2025 which supplements the master Senior Debt Securities Indenture. Exhibits include a form of the senior notes, legal opinion and consent, and the interactive cover page. This filing supplies the legal and transactional record required for the debt issuance but does not disclose principal amounts, interest rates for the newly offered series within the body of the provided text; those details are referenced as being in the Prospectus Supplement and incorporated documents.

Corporate Governance / Legal Counsel

TL;DR: The company memorialized contractual and disclosure documents for a senior note issuance and provided required exhibits and legal opinions.

The registrant attached the Purchase Agreement and the supplemental indenture and incorporated by reference the existing indenture and prospectus materials, fulfilling Form 8-K exhibit and disclosure requirements for a debt offering. The inclusion of a legal opinion and consent from outside counsel addresses customary legal due diligence. The filing does not include numerical offering terms in the excerpt provided, instead pointing users to the Prospectus Supplement and registration statement for substantive economic terms.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 16, 2025

AMERICAN FINANCIAL GROUP INC.

(Exact name of registrant as specified in its charter)

Ohio	1-13653	31-1544320
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

301 East Fourth Street, Cincinnati, OH		45202
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: 513-579-2121

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
	Common Stock	AFG	New York Stock Exchange
	5.875% Subordinated Debentures due March 30, 2059	AFGB	New York Stock Exchange
	5.125% Subordinated Debentures due December 15, 2059	AFGC	New York Stock Exchange
	5.625% Subordinated Debentures due June 1, 2060	AFGD	New York Stock Exchange
	4.5% Subordinated Debentures due September 15, 2060	AFGE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.          ☐

Section 8   Other Events

Item 8.01 Other Events.

On September 16, 2025, American Financial Group, Inc. (the “Registrant”) entered into a Purchase Agreement (the “Purchase Agreement”) by and among the Registrant and BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters, relating to the issuance and sale in an underwritten public offering of $350 million aggregate principal amount of the Registrant’s 5.000% Senior Notes due September 2035 (the “Senior Notes”). The Senior Notes will be issued under an indenture dated as of November 12, 1997 between the Registrant and U.S. Bank Trust Company, National Association, as Trustee, (the "Indenture"), as supplemented by the Tenth Supplemental Indenture dated as of September 23, 2025 (the "Tenth Supplemental Indenture").

For a description of the Senior Notes, see the materials set forth in the section captioned “Description of Debt Securities” in the Registration Statement described below and the materials set forth in the section captioned “Description of Senior Notes” in the Prospectus Supplement of the Registrant dated September 16, 2025 and filed with the Commission on September 17, 2025 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which is incorporated in this Current Report on Form 8-K by reference.

The Indenture, as supplemented by the Tenth Supplemental Indenture, together with specimen copy of each of the Senior Notes, are incorporated by reference in this Current Report on Form 8-K. The foregoing description of the Senior Notes and the other documents relating to this transaction does not purport to be complete and is qualified in its entirety by reference to the full text of these securities and documents, forms or copies of which are incorporated in this Current Report on Form 8-K by reference.

The Senior Notes are being offered and sold by the Registrant pursuant to a Registration Statement on Form S-3 (File No. 333-277425).

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1		Purchase Agreement dated as of September 16, 2025 among the Registrant and BofA Securities, Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC, as representatives of the several underwriters.
4.1		Senior Debt Securities Indenture dated as of November 12, 1997, between the Registrant, as Issuer, U.S. Bank National Association (formerly known as Star Bank, N.A.), as Trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-A dated April 19, 1999).
4.2		Tenth Supplemental Indenture dated as of September 23, 2025 between the Registrant, as Issuer and U.S. Bank Trust Company, National Association, as Trustee.
4.3		Form of 5.000% Senior Notes due 2035 (included in Exhibit 4.2).
5.1		Opinion of Keating Muething & Klekamp PLL.
23.1		Consent of Keating Muething & Klekamp PLL (included in Exhibit 5).
104		Cover page Interactive Date File (embedded within Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICAN FINANCIAL GROUP, INC.
Date:  September 23, 2025	By:	/s/ Joseph C. Alter
		Joseph C. Alter
		Vice President

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FAQ

What did American Financial Group (AFGE) disclose in this 8-K?

The company disclosed the documents and exhibits related to a senior note offering, including a Purchase Agreement dated September 16, 2025, a Tenth Supplemental Indenture dated September 23, 2025, and incorporation by reference to a Prospectus Supplement dated September 16, 2025.

Are the senior notes offered by AFGE registered?

Yes. The filing states the Senior Notes are being offered and sold pursuant to a Registration Statement on Form S-3 (File No. 333-277425).

Which underwriters are named in the Purchase Agreement?

The Purchase Agreement lists BofA Securities, Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC as representatives of the several underwriters.

Does the 8-K include the full economic terms of the newly issued notes?

No. The excerpt references the Prospectus Supplement and incorporated documents for the description of the Senior Notes; principal amounts, interest rates and aggregate proceeds are not stated in the provided text.

What legal opinions or consents were filed with the 8-K?

The filing includes an opinion of Keating Muething & Klekamp PLL and a consent from the same firm included in the exhibits.