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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):  May 20, 2026

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

Section 5       Corporate Governance and Management

Item 5.07 
Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of shareholders on May 20, 2026.  The voting results on the proposals considered at the annual meeting are set forth below:

1.
Elect 12 directors.

 
For
Withheld
Broker
Non-Votes
Carl H. Lindner III
71,683,240
642,306
3,585,352
S. Craig Lindner
71,681,321
644,225
3,585,352
John B. Berding
70,818,568
1,506,978
3,585,352
Gregory G. Joseph
68,107,756
4,217,790
3,585,352
S. Craig Lindner Jr.
67,226,186
5,099,360
3,585,352
Mary Beth Martin
70,832,343
1,493,203
3,585,352
Amy Y. Murray
71,872,324
453,222
3,585,352
Roger K. Newport
72,097,586
227,960
3,585,352
Evans N. Nwankwo
70,880,035
1,445,511
3,585,352
David L. Thompson
71,565,185
760,361
3,585,352
William W. Verity
62,988,078
9,337,468
3,585,352
John I. Von Lehman
66,927,560
5,397,986
3,585,352

2.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.

For
Against
Abstain
74,822,879
1,034,836
53,183

3.
Approve, on an advisory basis, the compensation of the Company’s named executive officers.

For
Against
Abstain
Broker
Non-Votes
69,738,224
2,495,013
92,309
3,585,352

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: May 21, 2026 By:
/s/ Joseph C. Alter  
 
 
Joseph C. Alter
 
 
Vice President, Deputy General Counsel and Secretary


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