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): December 3, 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
| (Former name or former address, if changed since last report.) |
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)) |
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. ☐
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 |
| Item 8.01 | Other Events. |
On December 3, 2025, the Board of Directors of American Financial Group, Inc. (the “Company”) approved a new share repurchase program authorizing the repurchase of up to 5,000,000 shares of the Company’s common stock from time to time on the open market (including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended), in privately negotiated transactions or by other methods in accordance with federal securities laws and other restrictions, at the Company’s discretion. The Company’s new share repurchase program, which will expire following December 31, 2030, will replace the current share repurchase program, which is scheduled to expire after December 31, 2025. The timing and amount of any shares repurchased under the program will be determined by the Company’s management based on its evaluation of market and business conditions and other factors. The Company is not obligated to repurchase any specific amount of shares of common stock.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 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 thereunto duly authorized.
| AMERICAN FINANCIAL GROUP, INC. | ||
| Date: December 5, 2025 | By: | /s/ Joseph C. Alter |
| Joseph C. Alter | ||
| Vice President, Deputy General Counsel & Secretary |
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