DEF 14A of American Financial Group Inc, Apr 3, 2026

DEF 14A of American Financial Group Inc

Filed Apr 3, 2026 · FY20250001140361-26-013118

Open on EDGAR

  1. FINANCIAL STRENGTH:(4)

    FINANCIAL STRENGTH:(4)

  2. FINANCIAL STRENGTH:(4)

    | AM Best | | A+(Superior) |

  3. FINANCIAL STRENGTH:(4)

    | Standard & Poor’s | | A+ (Strong) |

  4. FINANCIAL STRENGTH:(4)

    | Moody’s | | A1 |

  5. FINANCIAL STRENGTH:(4)

    | Rated “A” (Excellent) or better by AM Best for more than 115 years | | One of only four companies to achieve this result |

  6. FINANCIAL STRENGTH:(4)

    | (1) AFG’s net earnings attributable to shareholders, a GAAP financial measure, include certain items that may not be indicative of its ongoing core operations. AFG believes that its core net operating earnings, a non-GAAP financial measure, provides management, financial analysts, ratings agencies and investors with an understanding of the results from the ongoing operations of the Company by excluding net realized gains and losses and other items that are not necessarily indicative of operating trends. AFG’s management uses core net operating earnings to evaluate financial performance against historical results because it believes this provides a more comparable measure of its continuing business. A reconciliation of net earnings attributable to shareholders to core net operating earnings can be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations — General” on page 49 of AFG’s Annual Report on Form 10-K for the year ended December 31, 2025. |

  7. FINANCIAL STRENGTH:(4)

    | (2) Based on core net operating earnings and using a five-quarter average of ending shareholders’ equity excluding accumulated other comprehensive income. |

  8. FINANCIAL STRENGTH:(4)

    | (3) Commercial lines industry data based on ©2026 AM Best Company’s Review & Preview Reports. |

  9. FINANCIAL STRENGTH:(4)

    | (4) Ratings of the Company’s U.S.-based property and casualty insurance companies, where rated. |

  10. FINANCIAL STRENGTH:(4)

    Corporate Governance Highlights Corporate Governance Summary

  11. FINANCIAL STRENGTH:(4)

    | Board Independence and Leadership | | All key board committees (Audit, Compensation and Corporate Governance) are chaired by and entirely comprised of independent directors. | | | | Lead independent director empowered with broadly defined authorities and responsibilities. | | | | Regular (at least quarterly) executive sessions of independent directors chaired by our lead independent director. | | | | Regular (at least twice annually) independent director executive sessions with the Co-CEOs. | | | | Strong board oversight of enterprise risk. |

  12. FINANCIAL STRENGTH:(4)

    | Shareholder Rights | | Individual directors required to tender resignation if they fail to receive a majority of votes cast. | | | | Shareholders have a right to call a special meeting. | | | | No poison pill. |

  13. FINANCIAL STRENGTH:(4)

    | Board Effectiveness | | Our Corporate Governance guidelines provide that we will consider Board candidates with a broad range of expertise, experience and qualifications, including candidates from both corporate positions and non-traditional environments such as government, academia and nonprofit organizations. | | | | Our Board consists of directors with a wide variety of skills, experience and attributes. | | | | Our Board and Board committees undertake a robust annual self-evaluation conducted by an outside third-party. | | | | Comprehensive director orientation program for new directors; existing directors typically also attend as opportunity to deepen knowledge and enhance engagement. | | | | Ongoing Board education sessions on varied and timely topics. |

  14. FINANCIAL STRENGTH:(4)

    | Director and Officer Stock Ownership | | Independent directors’ stock ownership guidelines require owning Company shares having a value of at least three times their annual cash retainer. | | | | Each Co-CEO is required to own five times his base salary in Company shares. | | | | All other named executive officers, as well as Company senior management, must own Company shares having a value in excess of one times his or her base salary. | | | | Our executive officers and directors as a group own a substantial percentage of our outstanding common shares, which directly aligns the interests of our executive officers and directors with those of our other shareholders. |

  15. FINANCIAL STRENGTH:(4)

    | Compensation Governance | | Compensation Committee consisting entirely of independent directors oversees all aspects of our named executive officer compensation program. | | | | Periodic engagement of independent compensation consultant to advise regarding compensation program structure. | | | | Performance-based compensation is a majority of Co-CEOs’ potential compensation and a significant portion of our other named executive officers’ compensation. | | | | Annual shareholder advisory vote to approve named executive officer compensation. | | | | No employment agreements, severance agreements or change-in-control agreements with any of our executive officers. | | | | Double-trigger vesting provisions for all equity awards following a change of control. | | | | Executive Clawback Policy for executive officers and recoupment policy for performance awards applicable to senior management employees beyond the executive officers. | | | | The Corporate Governance Committee annually reviews director compensation. | | | | Annual equity grant to directors is a substantial portion of their annual compensation. |

  16. FINANCIAL STRENGTH:(4)

    Corporate Governance Highlights

  17. FINANCIAL STRENGTH:(4)

    | Ethics and Corporate Responsibilities | | Code of Ethics and Business Conduct, which applies to all officers, employees and directors, is rooted in our values and is designed to promote the highest standards of ethical conduct. | | | | Active and robust ethics and compliance program, which includes required regular employee training. | | | | All employees complete annual conflict of interest questionnaire. | | | | Required Code of Ethics and Business Conduct training for and certification by all employees annually. | | | | Committed to corporate responsibility and annual Corporate Social Responsibility Report and Sustainability Accounting Standards Board (SASB) Report, which are accessible on our website. |

  18. FINANCIAL STRENGTH:(4)

    Board Nominees Snapshot Board Nominee Attributes Election of 12 Directors The Board of Directors oversees the management of the Company on your behalf. The Board reviews AFG’s long-term strategic plans and exercises direct decision-making authority in key areas such as choosing the Co-Chief Executive Officers, setting the scope of their authority to manage the Company’s business day-to-day, and evaluating senior management performance. Upon the recommendation of the Corporate Governance Committee, the Board of Directors has nominated 12 individuals, each of whom is an incumbent director, to hold office until the next annual meeting of shareholders and until their successors are elected and qualified. If any of the nominees should become unable to serve as a director, the proxies will be voted for any substitute nominee designated by the Board of Directors but, in any event, no proxy may be voted for more than 12 nominees. Each nominee brings a strong and unique background and set of qualifications to the Board, giving the Board as a whole competence and experience in a wide variety of areas, including corporate governance and board service, nonprofit, governmental, executive management and entrepreneurial experience as well as insurance, finance and accounting expertise. In addition, the nominees’ experiences span multiple regions of the United States and countries around the world, with several bringing broad experience shaped by leadership roles and professional engagement, including international living and working experience. This breadth of perspective supports thoughtful oversight of AFG’s nationwide operations, investment activities and the evolving risk environment, and strengthens the Board’s ability to evaluate strategic opportunities and risks across the Company’s operating footprint. We believe that having multiple independent directors who have served through many insurance cycles (that often last upward of five to seven years) enhances their ability to effectively respond to ever-changing conditions in the property and casualty insurance industry. In evaluating the nominees, the Board considered both individual qualifications and how the collective skills, experiences and perspectives of the nominee directors support effective oversight of AFG’s strategy, risk profile and long-term shareholder value creation.

  19. FINANCIAL STRENGTH:(4)

    | The Board of Directors recommends that shareholders vote FOR the election of these 12 nominees as directors. |

  20. FINANCIAL STRENGTH:(4)

    The nominees for election to the Board of Directors are as follows:

  21. FINANCIAL STRENGTH:(4)

    | Age | 72 Director Since | 1991 | Carl H. Lindner III Mr. Lindner has been Co-Chief Executive Officer since January 2005 and served as Co-President from 1996 until June 2023. Until 2010, for over ten years, Mr. Lindner served as President, and since 2010, Mr. Lindner has served as CEO of AFG’s Property and Casualty Insurance Group and has been principally responsible for the Company’s property and casualty insurance operations. Mr. Lindner brings deep institutional knowledge of the Company and decades of leadership experience to AFG’s specialty property and casualty insurance operations. His experience overseeing underwriting discipline, risk selection and capital deployment across multiple insurance and economic cycles enables him to help the Board evaluate strategy, risk, the competitive environment and long-term operating decisions from a shareholder-aligned perspective. |

  22. FINANCIAL STRENGTH:(4)

    | Age | 71 Director Since | 1985 | S. Craig Lindner Mr. Lindner has been Co-Chief Executive Officer since January 2005 and served as Co-President from 1996 until June 2023. Mr. Lindner served as President of Great American Financial Resources, Inc. (“GAFRI”), a subsidiary of the Company, for more than ten years prior to 2018 when he was elected Chief Executive Officer and was principally responsible for GAFRI’s annuity operations until their sale in 2021. Until 2011, for over ten years, Mr. Lindner served as President of American Money Management Corporation (“AMMC”), a subsidiary that provides investment services for the Company and certain of its affiliated companies, and Mr. Lindner continues to be primarily responsible for the Company’s investment portfolio. With extensive experience overseeing AFG’s investment portfolio, capital management strategy and long-term financial planning, Mr. Lindner provides the Board with critical insight into strategic initiatives, capital management and balance sheet strength. His leadership navigating varying market and interest-rate environments enhances the Board’s oversight of investment and capital allocation decisions that are critical to long-term shareholder value creation. |

  23. FINANCIAL STRENGTH:(4)

    | Age | 63 Director Since | 2008 | Gregory G. Joseph Mr. Joseph, an attorney, is an executive and a principal of various automotive retailers in the Greater Cincinnati, Ohio area known as the Joseph Automotive Group. Since 2005, Mr. Joseph has served on the Board of Trustees of Xavier University, a private university located in Cincinnati, Ohio. He served on the board of directors of Infinity Property & Casualty Corporation, an insurance company primarily offering personal automobile insurance, which was purchased by Kemper Corp. in 2018, from 2003 to 2008, the last two years as the lead director. Mr. Joseph contributes strong independent leadership and industry acumen shaped by his prior experience as a lead director of a publicly traded insurance company and his service as AFG’s Lead Independent Director. His broad background and deep experience with public and private businesses enable him to provide the Board with insights and advice on the broad variety of situations and issues that face the Company and the Board. |

  24. FINANCIAL STRENGTH:(4)

    | Age | 63 Director Since | 2012 | John B. Berding Mr. Berding was elected President of AFG in June 2023 and President of AMMC in January 2011. Prior to his role as President, he held a number of investment-related executive positions with AMMC and other AFG subsidiaries. Mr. Berding has over 30 years of experience as an investment professional, and he has spent his entire career with the Company and its affiliates. Mr. Berding’s more than three decades with the Company, including his longstanding leadership of its investment operations and in his current role as President of AFG, enable him to provide valuable perspective on AFG’s investment portfolio and strategy. His familiarity with AFG’s investment framework and risk management practices support the Board’s oversight of investment performance and capital deployment. |

  25. FINANCIAL STRENGTH:(4)

    | Age | 48 Director Since | 2025 | Craig Lindner Jr. Mr. Lindner currently serves as the Divisional President of AFG Real Estate Investments, a position he has held since 2017. In this role, he manages the Company’s portfolio of apartments, resort and marina properties and other commercial real estate, in addition to its extensive portfolio of commercial mortgages. Mr. Lindner joined AFG in 2002. Over the course of a 20-plus year career in real estate investing and the insurance industry, he has played a key role in overseeing the management and operations of the Company’s investments in real estate equity and debt. During much of this time, he also served as a member of the executive team of GAFRI’s annuity operations until the time of its sale in 2021. He previously served on the Board of Directors of Cranemere, a long-term industrial holding company, from 2017-2020. Through his leadership of AFG’s real estate investment and commercial mortgage portfolio, Mr. Lindner provides the Board with direct insight into a significant component of the Company’s alternative investment strategy. His operational and investment experience enhances the Board’s ability to oversee asset diversification, risk management and income generation within the investment portfolio. |

  26. FINANCIAL STRENGTH:(4)

    | Age | 63 Director Since | 2019 | Mary Beth Martin Ms. Martin is the retired Executive Director of the Farmer Family Foundation, a role in which she served from 2007 until November 2025. The Farmer Family is a private family foundation focused on advancing education, health care and other community initiatives. Under Martin’s leadership, the Foundation launched and expanded several programs, including investments in neurodegenerative disease research and the establishment of Accelerate Great Schools, which supports the growth of schools for at-risk youth. As Executive Director, she managed the organization’s philanthropic goals and objectives and oversaw grant investments. For over 20 years, Ms. Martin previously served in the banking and commercial real estate industries where she led commercial real estate, private bank, trust, and asset management groups at regional banking institutions. She serves on the advisory board of Oswald Company, Inc., a privately-held construction and development firm. Ms. Martin is active in her community and currently serves on the Board of Directors of a number of charitable organizations, including Accelerate Great Schools, where she also serves as Secretary and Treasurer, Teach for America Ohio and Ohio Excels. Ms. Martin brings a combination of executive leadership in the nonprofit sector and experience across banking, asset management and commercial real estate. Her broad financial and organizational background, together with her role as Chair of the Compensation Committee, contributes to the Board’s effective administration of executive compensation and governance responsibilities. |

  27. FINANCIAL STRENGTH:(4)

    | Age | 61 Director Since | 2021 | Amy Y. Murray Ms. Murray has over 35 years of leadership experience in the corporate world and in local and federal government. From March 2020 to January 2021, her roles included Acting Deputy Assistant Secretary of Defense, Industrial Policy and Director of the Office of Small Business for the U.S. Department of Defense. During 2011 and from 2013-2020, Ms. Murray was a member of the Cincinnati, Ohio City Council serving at various times as chair or vice chair of numerous committees. Also, from 2000-2014, she served as founder and chief consultant of The Japan Consulting Group, advising on strategies for successful business relationships with Japanese companies, both in Japan and the United States. Prior thereto, Ms. Murray spent 14 years in various positions at the Procter & Gamble Company, a leading multinational manufacturer of consumer-packaged goods, including as a manager of Global Business Development for Asia. Ms. Murray completed the National Association of Corporate Directors’ (“NACD”) Cyber-Risk Oversight Program and received the CERT Certificate in Cybersecurity Oversight issued by the Software Engineering Institute at Carnegie Mellon University. In addition, in 2026 she earned certification in the NACD’s Effective AI Oversight for Directors Program, also through Carnegie Mellon. She serves on the boards of the Mayfield Education & Research Foundation and The Shepherd Chemical Company. Ms. Murray is active in the community, having served on the boards of several charitable organizations including Cincinnati Zoo and Botanical Society and Boy Scouts of America – Dan Beard Council. Ms. Murray offers a diverse skill set spanning government service and corporate leadership in the United States and abroad. Her experience addressing external affairs, data security and public policy matters, together with sustained engagement on technology matters, strengthens the Board’s approach to enterprise risk management and compliance in an evolving risk environment. |

  28. FINANCIAL STRENGTH:(4)

    | Age | 61 Director Since | 2024 | Roger K. Newport Mr. Newport served as Chief Executive Officer and a Director of AK Steel Holding Corporation, a publicly-traded manufacturing company, from January 2016 until March 2020, when he retired in connection with the acquisition of AK Steel by Cleveland-Cliffs Inc. Prior to that, Mr. Newport served in other executive roles at AK Steel, including Executive Vice President, Finance and Chief Financial Officer, as well as Controller and Chief Accounting Officer. Mr. Newport served in a variety of other leadership positions since joining AK Steel in 1985, including Vice President, Business Planning and Development, and Assistant Treasurer, Investor Relations. In addition, since 2018, Mr. Newport has been a Director of Alliant Energy Corporation, an energy-services provider that operates as a regulated investor-owned public utility holding company. He currently serves on Alliant Energy’s Compensation Committee and Operations Committee and previously served on its Audit Committee, as Chair, and its Nominating and Governance Committee. Mr. Newport has been active in the community, having served on a variety of local and regional boards for organizations that serve the areas of academia, community development, and at-risk children and families. Mr. Newport’s experience as a CEO, CFO and audit committee chair of large and complex publicly-traded companies provides the Board with strong leadership and financial oversight expertise. His background in accounting and financial reporting supports the Board’s oversight of financial integrity, internal controls and audit processes, including in his service as an audit committee financial expert. |

  29. FINANCIAL STRENGTH:(4)

    | Age | 67 Director Since | 2020 | Evans N. Nwankwo Mr. Nwankwo has worked in the commercial construction industry for nearly 44 years and is the Founder and President of Megen Construction Company, one of the region’s premier builders. Megen Construction provides a full range of services including construction management, design/build, general contracting and estimating and program management and was also the first LEED Platinum builder in the State of Ohio. Megen Construction is a top-ten minority-owned business in Greater Cincinnati. Mr. Nwankwo is active in his community and around the world. He is the founder of NuWay Foundation, a charitable organization focused on improving the lives and economic conditions of the less fortunate in African villages through health, opportunity, pure water and education (H.O.P.E.). He is the Board Chairman of Ambassadors for Self Determination, a nonprofit organization focused on assisting regions of the world with their efforts towards self-determination of their governance. He is a member of the United Way Tocqueville Society and has served on the Board of Directors of a number of charitable organizations, including the American Red Cross (Cincinnati Chapter) and the Salvation Army of Greater Cincinnati. As a founder and leader of a large construction enterprise, Mr. Nwankwo is well-positioned to contribute insight into operational risk management and entrepreneurial decision-making. His experience as a business owner and community leader – both locally and in Nigeria – adds a distinct perspective to the Board’s evaluation of strategic risk and operational resilience considerations. |

  30. FINANCIAL STRENGTH:(4)

    | Age | 46 Director Since | 2025 | David L. Thompson Mr. Thompson currently serves as Chair of the Board, President and Chief Operating Officer of Great American Insurance Company, AFG’s flagship property and casualty insurance company. Since joining Great American in 2006, he has served in various senior management capacities and has had direct executive oversight of many of Great American’s specialty property and casualty businesses, as well as its corporate reinsurance operations, the Company’s wholly owned retail agency, Dempsey & Siders, and was instrumental in the formation of its Predictive Analytics function. Raised in a multi-lingual, international household, Mr. Thompson spent his formative years in Poland, Germany, Switzerland, Hungary and Russia before returning to the United States. Mr. Thompson serves on the Board of Directors of the American Property Casualty Insurance Association (APCIA). Through his leadership of AFG’s property and casualty insurance operations within the Great American Insurance Group, Mr. Thompson brings a deep operational perspective to the Board. His broad experience across the Company’s specialty P&C businesses enables him to contribute practical, real-time business understanding while also helping inform strategic decision-making and long-term value creation. |

  31. FINANCIAL STRENGTH:(4)

    | Age | 67 Director Since | 2002 | William W. Verity Mr. Verity has been Chair and CEO of Verity Investment Partners, an investment management company, since 2002, and prior to that, he was a Partner of Pathway Guidance LLC, an executive consulting firm. Previously, Mr. Verity was Chair and CEO of ENCOR Holdings, Inc., which owned and operated several product and manufacturing companies, and he worked as an associate in corporate finance at Alex. Brown & Sons, an investment bank. He previously served on the Board of Directors of Chiquita Brands International, Inc., an international food products marketer and distributor. Mr. Verity’s executive leadership experience and extensive board service with public and private companies provide valuable expertise in corporate governance, executive compensation and strategic planning. His executive experience supports effective Board oversight of leadership development, succession planning and governance matters, in addition to his ability to advise on complex asset management and investment issues. |

  32. FINANCIAL STRENGTH:(4)

    | Age | 73 Director Since | 2008 | John I. Von Lehman Mr. Von Lehman began his career as a certified public accountant for Haskins & Sells, a predecessor of Deloitte, LLP. For more than five years until his retirement in 2007, Mr. Von Lehman served as Executive Vice President, Chief Financial Officer, Secretary and a director of The Midland Company, an Ohio-based provider of specialty insurance products. He served on the Board of Directors and as Chairman of the Audit Committee of Ohio National Mutual Funds until 2016 and is involved with several Cincinnati-based charitable organizations. As a retired long-time executive of The Midland Company, a property and casualty insurance company, Mr. Von Lehman brings deep industry knowledge, together with extensive finance and accounting experience, including as a certified public accountant. His expertise in financial reporting, internal controls and risk assessment supports the Board’s oversight of those areas and enable him to serve as an audit committee financial expert. |

  33. FINANCIAL STRENGTH:(4)

    SUMMARY OF ATTRIBUTES AND EXPERIENCE OF BOARD NOMINEES In considering each director nominee, the Board and the Corporate Governance Committee evaluated each individual’s qualifications, qualities and skills to serve as a director. The Board believes that each director nominee brings a unique and valuable mix of experience and attributes to the Board. The following matrix provides information regarding the director nominees, including certain areas of knowledge, skills and experience that the Board believes are relevant to our business and strategic goals. The type and degree of knowledge, skill and experience below varies among our directors. The matrix is a non-exclusive summary and does not include all knowledge, skills, experience or other attributes of our directors that may be relevant and valuable to their service on our Board; a director may possess other relevant and important knowledge, skills and experience not indicated in the matrix. Additional information on each director nominee, including some of their specific experience, qualifications, attributes or skills, is set forth in the biographies on pages 10 to 16 of this proxy statement. Ratification of Appointment of Independent Registered Public Accounting Firm The Company’s Audit Committee Charter requires that the Audit Committee appoint annually an independent registered public accounting firm to serve as auditors. In February 2026, the Audit Committee appointed Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for 2026. Although the Audit Committee has the sole authority to appoint auditors, shareholders are being asked to ratify this appointment. If the shareholders do not ratify the appointment, the Audit Committee will take that fact into consideration but may determine to continue to retain Ernst & Young. However, the Audit Committee in its discretion may engage a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company whether or not the shareholders ratify the appointment.

  34. FINANCIAL STRENGTH:(4)

    | The Board of Directors recommends that shareholders vote FOR the ratification of the Audit Committee’s appointment of Ernst & Young as our independent registered public accounting firm for 2026. |

  35. FINANCIAL STRENGTH:(4)

    Audit Fees and Non-Audit Fees The following table presents fees for professional services performed by Ernst & Young for the years ended December 31, 2025 and 2024.

  36. FINANCIAL STRENGTH:(4)

    | | 2025 | 2024 | | Audit fees(1) | $8,594,000 | $8,094,000 | | Audit related fees | — | — | | Tax fees(2) | 445,000 | 522,000 | | All other fees(3) | 642,000 | 611,000 | | Total | $9,681,000 | $9,227,000 |

  37. FINANCIAL STRENGTH:(4)

    | (1) These aggregate fees were for audits of the financial statements (including services incurred to render an opinion under Section 404 of the Sarbanes-Oxley Act of 2002), subsidiary insurance company audits, reviews of SEC filings, and quarterly reviews. |

  38. FINANCIAL STRENGTH:(4)

    | (2) These fees relate primarily to tax compliance engagements for preparation and review of foreign tax returns and certain collateralized loan obligations, in addition to other tax advisory services. |

  39. FINANCIAL STRENGTH:(4)

    | (3) These fees relate primarily to agreed-upon procedure engagements for certain collateralized loan obligation structures managed by AFG. |

  40. FINANCIAL STRENGTH:(4)

    Representatives of Ernst & Young are expected to be at the meeting and will be given the opportunity to make a statement if they so desire. They will also be available to respond to appropriate questions from shareholders. Pre-Approval of Services Provided by the Independent Registered Public Accounting Firm The Audit Committee has adopted policies that require pre-approval for any audit and non-audit services to be provided to AFG by Ernst & Young LLP. The Audit Committee delegated authority to the Committee Chairperson to pre-approve certain non-audit services which arise between meetings of the Audit Committee. Pursuant to these procedures and delegation of authority, the Audit Committee was informed of and pre-approved any such audit and other services during 2025. No services were provided with respect to the de minimis waiver process provided by rules of the SEC. Advisory Vote on Compensation of our Named Executive Officers This proposal provides shareholders with the opportunity to cast a non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in this Proxy Statement (commonly referred to as “Say-on-Pay”). Our practice is to conduct this non-binding, advisory vote on an annual basis, and at our 2023 Annual Meeting, our shareholders overwhelmingly supported the continuation of this practice. The Compensation Committee and the Board of Directors continue to believe that AFG’s executive compensation program appropriately aligns pay with performance and emphasizes long-term shareholder value creation. As described below under the heading “Compensation Discussion and Analysis” beginning on page 37 of this proxy statement, we seek to closely align the interests of our named executive officers with the interests of our shareholders. We structure our programs to discourage excessive risk-taking through a balanced use of compensation vehicles and metrics with an overall goal of delivering sustained long-term shareholder value while aligning our executives’ interests with those of our shareholders. Further, our programs require that a substantial portion of each named executive officer’s compensation be contingent on delivering performance results that benefit our shareholders. Our compensation programs are designed to reward our named executive officers for achieving short-term and long-term strategic and operational goals designed to increase total shareholder return. Shareholders should note that, because the advisory vote on executive compensation occurs well after the beginning of the compensation year and because the different elements of our executive compensation programs are designed to operate in an integrated manner and to complement one another, in many cases it may not be appropriate or feasible to change our executive compensation programs in consideration of any one year’s advisory vote on executive compensation by the time of the following year’s annual meeting of shareholders.

  41. FINANCIAL STRENGTH:(4)

    | The Board of Directors recommends that shareholders vote FOR the approval of the compensation of our named executive officers as disclosed in this proxy statement. |

  42. FINANCIAL STRENGTH:(4)

    The vote on this matter is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our named executive officers, as described in this proxy statement in accordance with the compensation disclosure rules of the SEC. The vote is advisory, which means that the vote is not binding on the Company, our Board of Directors or the Compensation Committee. Nevertheless, the Board and the Compensation Committee carefully review the voting results when evaluating executive compensation decisions and program design. Accordingly, we ask our shareholders to approve, on an advisory basis, the compensation of the named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosure. Management The directors, nominees for director and executive officers of the Company are as follows:

  43. FINANCIAL STRENGTH:(4)

    | Name | Age | Position | Director or Executive Since | | Carl H. Lindner III | 72 | Co-Chief Executive Officer and Director | 1979 | | S. Craig Lindner | 71 | Co-Chief Executive Officer and Director | 1980 | | John B. Berding | 63 | President of AFG, President of American Money Management Corporation and Director | 2012 | | Gregory G. Joseph | 63 | Lead Independent Director | 2008 | | Craig Lindner Jr. | 48 | Divisional President, AFG Real Estate Investments and Director | 2025 | | Mary Beth Martin | 63 | Director | 2019 | | Amy Y. Murray | 61 | Director | 2021 | | Roger K. Newport | 61 | Director | 2024 | | Evans N. Nwankwo | 67 | Director | 2020 | | David L. Thompson | 46 | President and Chief Operating Officer of Great American Insurance Group and Director | 2022 | | William W. Verity | 67 | Director | 2002 | | John I. Von Lehman | 73 | Director | 2008 | | Michelle A. Gillis | 57 | Senior Vice President, Chief Human Resources Officer and Chief Administrative Officer | 2013 | | Brian S. Hertzman | 55 | Senior Vice President and Chief Financial Officer | 2020 | | Mark A. Weiss | 59 | Senior Vice President, General Counsel and Chief Compliance Officer | 2022 |

  44. FINANCIAL STRENGTH:(4)

    Mr. Carl H. Lindner III and Mr. S. Craig Lindner are brothers, Mr. S. Craig Lindner is the father of Craig Lindner Jr., and Mr. Carl H. Lindner III is the father-in-law of David L. Thompson. Michelle A. Gillis was appointed Chief Human Resources Officer in 2022 and became Senior Vice President and Chief Administrative Officer of the Company in March 2013. She has responsibility for human resources, including talent management and total rewards. She also oversees corporate marketing and branding, real estate and numerous shared services areas. Since joining Great American Insurance Company in 2004, Ms. Gillis held various senior human resource management positions. Previously, Ms. Gillis spent several years in senior human resources roles in the financial services sector. Ms. Gillis holds an active accreditation as Senior Professional in Human Resources (SPHR) from the Human Resources Certification Institute. Brian S. Hertzman became Senior Vice President and Chief Financial Officer of the Company in August 2020. Prior to his election, he served as Vice President since 2014 and Controller since 2012. Mr. Hertzman, a licensed certified public accountant (inactive), joined AFG in 1991 and has held positions of increasing responsibility within the Company’s finance and accounting areas during his over 30 year tenure. As Vice President and Controller of AFG, Mr. Hertzman had responsibility for oversight of accounting policies and procedures in compliance with GAAP and other applicable regulations and financial reporting to the Securities and Exchange Commission. Mark A. Weiss was elected Senior Vice President and General Counsel of the Company effective December 1, 2022. He served as the Chief Compliance Officer from 2020 until April 2025. He joined AFG in 2010 and has served in various capacities, most recently as Vice President and Assistant General Counsel. Mr. Weiss was a partner at Keating Muething & Klekamp PLL prior to joining the Company. Information regarding all nominees for director is set forth beginning on page 9 under “Proposals — Proposal No. 1 — Election of 12 Directors.” Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information regarding beneficial ownership of common shares by each of the Company’s directors and the named executive officers and by all directors and executive officers of the Company as a group. The table also includes those who are known by the Company to own beneficially more than 5% of the issued and outstanding common shares. Except as otherwise provided below, information in the table is as of March 13, 2026, and, to the Company’s knowledge, all common shares are beneficially owned and investment and voting power is held solely by the persons named as owners.

  45. FINANCIAL STRENGTH:(4)

    | Name of Beneficial Owner/Group | Common Shares Beneficially Owned(1) | Percent of Class | | Directors and Named Executive Officers | | | | Carl H. Lindner III(2) | 5,662,146 | 6.8% | | S. Craig Lindner(3) | 5,141,226 | 6.2% | | John B. Berding(4) | 138,882 | * | | Gregory G. Joseph(5) | 123,537 | * | | Craig Lindner, Jr.(6) | 1,853,091 | 2.2% | | Mary Beth Martin | 10,194 | * | | Amy Y. Murray | 2,651 | * | | Roger K. Newport | 3,662 | * | | Evans N. Nwankwo | 6,347 | * | | William W. Verity | 13,119 | * | | John I. Von Lehman | 12,463 | * | | Brian S. Hertzman | 18,033 | * | | David L. Thompson(7) | 1,557,736 | 1.9% | | Mark A. Weiss(8) | 21,188 | * | | All Directors and Executive Officers as a group (15 persons)(9) | 14,050,220 | 16.9% | | Other Beneficial Owners of More than 5% of the Common Shares | | | | The Vanguard Group(10) | 8,187,402 | 8.7% | | BlackRock, Inc.(11) | 7,995,504 | 8.5% | | FMR, LLC(12) | 5,121,287 | 7.9% |

  46. FINANCIAL STRENGTH:(4)

    (* means less than 1%)

  47. FINANCIAL STRENGTH:(4)

    | (1) Includes the following number of shares held in the Company’s 401(k) Retirement and Savings Plan (RASP) (provided as of March 13, 2026): S. Craig Lindner – 120,495; John B. Berding – 53,112; Brian S. Hertzman – 4,034; and Craig Lindner Jr. – 4,433. For Mr. Berding and Mr. Hertzman, shares owned excludes shares held in the RASP, for which each serves on the Administrative Plan Committee, other than those shares allocated to his personal RASP account. |

  48. FINANCIAL STRENGTH:(4)

    | (2) 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. Mr. Lindner’s address is 301 East Fourth Street, Cincinnati, Ohio, 45202. |

  49. FINANCIAL STRENGTH:(4)

    | (3) 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; 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. Mr. Lindner’s address is 301 East Fourth Street, Cincinnati, Ohio, 45202. |

  50. FINANCIAL STRENGTH:(4)

    | (4) Includes 1,899 shares held by family trusts. |

  51. FINANCIAL STRENGTH:(4)

    | (5) Includes 68,009 shares held by companies in which he is a minority shareholder and for which he serves as an executive officer or director, 3,000 shares held by a family partnership in which he holds a 25% interest and 6,618 shares held as trustee in trusts for the benefit of family members and 334 shares held by spouse. Does not include 83,684 shares held by Mr. Joseph’s father for which Mr. Joseph holds a power of attorney; Mr. Joseph disclaims beneficial ownership of such shares. |

  52. FINANCIAL STRENGTH:(4)

    | (6) Includes 329,163 shares held in trusts over which he holds voting and dispositive power; 10,327 shares held by his spouse; 27,442 shares as custodian for his minor children; 552,104 shares held in trusts for family members over which he holds dispositive power; 134,044 shares held in trusts for family members over which he holds voting power; and 795,578 shares held in trusts for family members over which he holds voting and dispositive power. |

  53. FINANCIAL STRENGTH:(4)

    | (7) Includes 1,454,947 shares held in trusts for family members where he or his spouse has voting and dispositive power, 72,797 shares held in a charitable trust where his wife shares voting and dispositive power and 29,992 shares held by his spouse as custodian for his minor children. |

  54. FINANCIAL STRENGTH:(4)

    | (8) Includes 9,461 shares held in trust. |

  55. FINANCIAL STRENGTH:(4)

    | (9) Shares held by all directors, nominees and executive officers as a group is calculated by counting shares over which Carl H. Lindner III and S. Craig Lindner share voting and dispositive power only once. |

  56. FINANCIAL STRENGTH:(4)

    | (10) Based solely on information contained in the prior Schedule 13G amendment filed with the SEC by The Vanguard Group, on January 30, 2026, reporting shared voting power of 514,751 shares and shared dispositive power of 7,297,408 shares. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania, 19355. The Vanguard Group subsequently reported that due to an internal realignment it no longer has, or is deemed to have, beneficial ownership over Company shares beneficially owned by various Vanguard subsidiaries and/or business divisions. |

  57. FINANCIAL STRENGTH:(4)

    | (11) Based solely on information contained in the most recent Schedule 13G amendment filed with the SEC by BlackRock, Inc., on October 17, 2025, reporting sole voting power of 6,548,769 shares and sole dispositive power of 7,071,034 shares. The address for BlackRock, Inc. is 50 Hudson Yards, New York, NY, 10001. |

  58. FINANCIAL STRENGTH:(4)

    | (12) Based solely on information contained in the most recent Schedule 13G filed with the SEC by FMR LLC, on August 6, 2025. FMR, LLC is a parent holding company of certain entities as described in such Schedule 13G and has sole voting power of 6,445,076 shares and sole dispositive power of 6,586,231.31 shares. Abigail P. Johnson, who, together with other members of the Johnson family own shares representing 49% of the voting power of FMR LLC, has sole dispositive power over 6,586,231.31 common shares. The address for FMR LLC is 245 Summer Street, Boston, MA. |

  59. FINANCIAL STRENGTH:(4)

    Leadership Structure

  60. Management

    Management The Company has two principal executive officers, Carl H. Lindner III and S. Craig Lindner. Each has been designated as a Co-Chief Executive Officer and each also serves on the Board of Directors. The Board recognizes that having two principal executive officers is not customary for public companies, including the Company’s peers, but the Board has determined for the reasons set forth below that the executive leadership structure is both appropriate for the Company and optimal for achieving corporate objectives. Notably, the Company does not have numerous additional senior officer designations prevalent at other public companies with senior management responsibilities concentrated among fewer executives. Carl H. Lindner III serves as CEO of AFG’s Great American Insurance Group and is primarily responsible for AFG’s property and casualty insurance operations. S. Craig Lindner is primarily responsible for AFG’s investment portfolio and heavily involved in the Company’s capital management and strategic planning. While each Co-CEO functions within a clearly defined role with respect to the day-to-day operations of the Company, both Co-CEOs work together closely and are significantly involved in all aspects of Company management. The Co-CEOs work collaboratively in determining overall corporate strategy and planning, as well as in assessing and managing enterprise risks. Because of their close working relationship, either Co-CEO could assume the additional responsibilities of the other in the event such a need arose. The Co-CEOs are the largest non-institutional shareholders of the Company, and each has served as Co-CEO and/or Co-President since AFG was formed through the merger of predecessor companies in 1994. As of March 13, 2026, the Co-CEOs and other members of the Lindner family own, directly or through trusts and other entities, approximately 20% of AFG’s outstanding common shares. As a result of their long history, the Co-CEOs have unique perspectives and a broad and deep understanding of the Company, its culture, operations and key drivers of success, and are aligned with their fellow shareholders in being principally focused on creating sustainable long-term value. Their respective strengths and areas of focus complement one another, and the Board believes that this results in the best leadership structure for the Company. The Board of Directors also believes that the Company’s leadership structure aids in succession planning and provides the Company with significant executive depth and leadership experience. The Board continues to believe that the Company’s leadership structure is currently the most appropriate for the Company.

  61. Board of Directors

    Board of Directors The Board does not currently have a Chairperson. Additionally, the Board does not have a formal policy as to whether the same person may serve as both the principal executive officer of the Company and Chairperson. At the present time, the Board does not believe that such a policy is necessary because the current Board membership, together with the Company’s management, possesses the requisite leadership and industry skills, expertise and experience to oversee the business and affairs of the Company effectively. The Board believes that this flexibility is in the best interest of the Company and that a one-size-fits-all approach to corporate governance, with a mandated independent Chairperson, would not result in better governance or oversight. The Company’s Corporate Governance Guidelines provide for the selection of a Lead Director from the independent directors at times when the Company has no Chairperson or no independent Chairperson. The Lead Independent Director is appointed annually and is generally expected to serve for more than one year. The Lead Independent Director has the authority to call meetings of the non-employee directors and to preside over such meetings. When the Chairperson, or in the absence of a Chairperson, the Co-CEOs, are absent, the Lead Independent Director presides over meetings of the Board. The Lead Independent Director

  62. Board of Directors

    | Gregory G. Joseph |

  63. Board of Directors

    Among other delineated responsibilities:

  64. Board of Directors

    | • | Serves as a liaison between the non-employee directors and the Co-CEOs, encouraging direct communication between them, including providing feedback and counsel regarding interactions with the Board. |

  65. Board of Directors

    | • | Consults on Board meeting agendas and other information sent to the Board. |

  66. Board of Directors

    | • | Reviews the quality, quantity, appropriateness and timeliness of information provided to the Board. |

  67. Board of Directors

    | • | Consults on and approves Board meeting schedules to ensure there is sufficient time for discussion of all agenda items. |

  68. Board of Directors

    | • | Facilitates discussion and open dialogue among the independent directors during Board meetings, executive sessions and outside of Board meetings. |

  69. Board of Directors

    | • | Maintains availability, when appropriate, for consultation and direct communication with shareholders. |

  70. Board of Directors

    | • | Communicates with the Co-CEOs and, as appropriate, regarding significant matters including decisions reached, suggestions, views or concerns expressed by non-employee directors in executive sessions or outside of Board meetings. |

  71. Board of Directors

    Board of Directors and Committees There are 12 members on the Board of Directors. The Board met eight times during 2025. Each incumbent director attended at least 75% of total Board and committee meetings to which he or she was appointed and served during 2025. The members of the Board are expected to be present at the annual meeting. All of the Directors attended last year’s annual meeting, which permitted their ability to respond to shareholder questions. The committees of the Board consist of the Audit Committee, Compensation Committee and Corporate Governance Committee. Each committee is governed by a charter that defines its role and responsibilities and are available on the Company’s website at www.AFGinc.com under “Leadership and Governance – Board Committees.” A printed copy of these charters may be obtained by shareholders upon written request addressed to the Company’s Secretary, at the address set forth under “Board Communications” in the Proxy Statement Summary. The below table identifies membership and the Chairperson of each of the current committees of the Board, as well as the number of times each committee met during 2025.

  72. Board of Directors

    | Director | Lead Independent Director | Audit Committee | Compensation Committee | Corporate Governance Committee | | Gregory G. Joseph | | Chair | | | | Mary Beth Martin | | | Chair | Member | | Amy Y. Murray | | Member | Member | | | Roger K. Newport | | Member | | | | Evans N. Nwankwo | | | | Member | | William W. Verity | | | Member | Chair | | John I. Von Lehman | | Member | | Member | | Meetings in 2025 | | 8 | 5 | 4 |

  73. Board of Directors

    Primary Committee Responsibilities Audit Committee

  74. Board of Directors

    | Members: Gregory G. Joseph (Chair) Amy Y. Murray Roger K. Newport John I. Von Lehman 8 Meetings in 2025 |

  75. Board of Directors

    | • | Oversees the Company’s accounting and financial reporting processes, audits of the financial statements, and internal controls over financial reporting. |

  76. Board of Directors

    | • | Appoints the Company’s independent registered public accounting firm and oversees the relationship, including by monitoring the auditor’s independence, establishing the auditor’s compensation and reviewing the scope of the auditor’s work, including pre-approval of audit and non-audit services. |

  77. Board of Directors

    | • | Reviews and discusses with our management and independent registered public accounting firm, the Company’s interim and audited annual financial statements, and recommends to the Board whether the audited annual financial statements should be included in the Company’s annual report on Form 10-K. |

  78. Board of Directors

    | • | Reviews management’s report on its assessment of the effectiveness of internal control over financial reporting and the independent public accounting firm’s report on the effectiveness of internal control over financial reporting. |

  79. Board of Directors

    | • | Reviews the adequacy and effectiveness of the Company’s internal controls, including a review of the scope and results of its program. |

  80. Board of Directors

    | • | Pre-approves all transactions with related persons, whether or not required to be disclosed in the proxy statement. |

  81. Board of Directors

    | • | Reviews and discusses with management and the independent auditors earnings press releases prior to issuance. |

  82. Board of Directors

    | • | Discusses with management the Company’s guidelines and policies related to enterprise risk assessment and risk management (including quarterly cybersecurity assessments) and assists the Board of Directors in its oversight of the Company’s enterprise risk management process, including privacy, cybersecurity, artificial intelligence, social and environmental risks and governance. |

  83. Board of Directors

    | | | | |

  84. Board of Directors

    Compensation Committee

  85. Board of Directors

    | Members: Mary Beth Martin (Chair) Amy Y. Murray William W. Verity 5 Meetings in 2025 |

  86. Board of Directors

    | • | Designs AFG’s executive compensation program to align with the Company’s pay-for-performance compensation philosophy and monitors the program’s adherence to that philosophy. |

  87. Board of Directors

    | • | Ensures that the total compensation paid to the named executive officers is fair, reasonable and competitive. |

  88. Board of Directors

    | • | Oversees the Company’s stock incentive plans, incentive plans covering senior executive officers and deferred compensation plans. |

  89. Board of Directors

    | • | Reviews and approves the executive compensation program and corporate goals and objectives relevant to CEO compensation, evaluates CEO performance in light of those goals and objectives, and determines and approves CEO compensation level(s) based on this evaluation. |

  90. Board of Directors

    | • | Has the sole authority to retain or obtain the advice of a compensation consultant, outside legal counsel and any other advisors for assistance in carrying out its responsibilities. |

  91. Board of Directors

    | • | Oversees the Company’s Executive Officer Clawback Policy. |

  92. Board of Directors

    | | | |

  93. Board of Directors

    Corporate Governance Committee

  94. Board of Directors

    | Members: William W. Verity (Chair) Mary Beth Martin Evans N. Nwankwo John I. Von Lehman 4 Meetings in 2025 |

  95. Board of Directors

    | • | Oversees Board succession planning, including establishing criteria for selecting new directors and identifying individuals qualified to be Board members as needed. |

  96. Board of Directors

    | • | Recommends director nominees for the next annual meeting of shareholders, the appointment and removal of members of the Board committees and the amount and form of compensation to non-management directors. |

  97. Board of Directors

    | • | Reviews the reporting structure, operations and charters for each of the Board committees and recommends changes to the full Board. |

  98. Board of Directors

    | • | Develops, recommends to the full Board and oversees an annual self-evaluation process of the Board and its committees. |

  99. Board of Directors

    | • | Advises the Board in connection with succession planning for the Co-CEOs and other key executives. |

  100. Board of Directors

    | • | Advises the Board with respect to stewardship and sustainability issues in order to assist in the development and refinement of the Company’s strategies and policies in these areas. |

  101. Board of Directors

    | • | Conducts and facilitates Board and Committee succession and recruitment activities, both in and outside of regular meetings. |

  102. Board of Directors

    | | | | |

  103. Board of Directors

    Audit Committee Report In accordance with the Audit Committee’s charter, which it reviews annually, the Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. The Company’s management has the primary responsibility for the financial statements, for maintaining effective internal control over financial reporting, and for assessing the effectiveness of internal control over financial reporting. In fulfilling its oversight responsibilities, the Committee reviewed and discussed the audited consolidated financial statements and the related schedules in the Annual Report on Form 10-K with Company management, including a discussion of the quality, not just the acceptability, of the accounting principles; the reasonableness of significant judgments; and the clarity of disclosures in the financial statements, among other matters. The Committee is comprised solely of independent directors as defined by the NYSE listing standards and Rule 10A-3 of the Securities Exchange Act of 1934 (“Exchange Act”). The members of the Committee are Gregory G. Joseph (Chairperson), Amy Y. Murray, Roger K. Newport and John I. Von Lehman. The Board has determined that two of the Audit Committee’s members, Mr. Newport and Mr. Von Lehman, are each considered to be an “audit committee financial expert” as defined under SEC rules. The meetings of the Committee are designed to facilitate and encourage communication among the Committee, the Company’s management, the Company’s internal audit function and the Company’s independent auditor. The Audit Committee schedules its meetings with a view to ensuring that it devotes appropriate attention to all of its tasks. These meetings include, whenever appropriate, executive sessions in which the Audit Committee meets separately with the independent auditors, internal auditors and management personnel. In addition, the Audit Committee reviews key initiatives and programs aimed at maintaining the effectiveness of the Company’s internal control over financial reporting. Together with senior members of the Company’s management team, the Audit Committee reviews the plans of the internal auditors, the results of internal audit examinations and evaluations by management and the Company’s independent auditors of the Company’s internal control over financial reporting and the quality of the Company’s financial reporting. As part of this process, the Audit Committee monitors the scope and adequacy of the Company’s internal auditing program, including reviewing internal audit department staffing levels and steps taken to maintain the effectiveness of internal procedures and controls. The Audit Committee recognizes the importance of maintaining the independence of the Company’s independent auditor, both in fact and appearance. Each year, the Committee evaluates the qualifications, performance and independence of the Company’s independent auditor and determines whether to re-engage the current independent auditor. In doing so, the Audit Committee considers a number of factors, including the quality and efficiency of the services provided by the auditors, the auditors’ capabilities and the auditors’ technical expertise. In addition, the Committee has discussed with the independent auditor the firm’s independence from Company management and the Company, including the matters in the letter from the firm required by the Public Company Accounting Oversight Board (United States) (“PCAOB”) Rule 3526, Communication with Audit Committees Concerning Independence, and considered the compatibility of non-audit services with the independent auditor’s independence. The Committee reviewed and discussed together with management and the independent auditor the Company’s audited consolidated financial statements for the year ended December 31, 2025, and the results of management’s assessment of the effectiveness of the Company’s internal control over financial reporting and the independent auditor’s audit of internal control over financial reporting. The Committee also reviewed with the independent auditor, which is responsible for expressing an opinion on the conformity of the audited consolidated financial statements and related schedules with US generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Committee by the standards of the PCAOB, including PCAOB Auditing Standard No. 1301, Communications With Audit Committees, the rules of the Securities and Exchange Commission, and other applicable regulations. In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors, and the Board has approved, that the audited consolidated financial statements and related schedules and management’s assessment of the effectiveness of the Company’s internal control over financial reporting be included in the Annual Report on Form 10-K for the year ended December 31, 2025, filed by the Company with the Securities and Exchange Commission. This Audit Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filings under the Securities Act of 1933, as amended, or the Exchange Act, as amended, except to the extent the Company specifically incorporates this Report by reference therein. Members of the Audit Committee: Gregory G. Joseph, Chair Amy Y. Murray Roger K. Newport John I. Von Lehman Majority Voting for Directors All directors stand for election each year. Directors are elected by a plurality of votes received under Ohio law. However, the Company’s Regulations require that a director who receives a greater number of votes cast against than cast in favor shall continue to serve on the Board pursuant to Ohio law but must tender his or her resignation to the Company’s Board of Directors. In such event, the Corporate Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation or whether other action should be taken. The Board of Directors will act on the Corporate Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The director who tenders his or her resignation will not participate in the Corporate Governance Committee’s or Board of Directors’ decision. Director Nomination Process and Qualifications of Candidates Our Corporate Governance Guidelines identify criteria considered to evaluate prospective nominees for director. Our Corporate Governance Guidelines are available on the Company’s website at www.AFGinc.com. Nominees for director are recommended by the Corporate Governance Committee in accordance with the principles in its charter and the Corporate Governance Guidelines. The Corporate Governance Committee considers suitability for membership on the Board on a case-by-case basis. Although the Committee does not prescribe minimum qualifications or standards for directors, candidates for Board membership should have the highest personal and professional integrity, demonstrated exceptional ability and judgment and availability and willingness to take the time necessary to properly discharge the duties of a director. The Board seeks candidates with a broad range of experiences, qualifications and skills that the Board believes enable each candidate to make a significant contribution to the Board. The Corporate Governance guidelines require that the Board will also consider Board candidates from both corporate positions and non-traditional environments such as government, academia and nonprofit organizations.

  104. Board of Directors

    The Corporate Governance Committee does not have a policy relating to the consideration of director candidates recommended by shareholders because Ohio law and the Company’s Regulations afford shareholders certain rights related to such matters. The Regulations provide that to be eligible for election at a meeting of shareholders, candidates must be nominated by or at the direction of the Board of Directors or nominated by a shareholder who has complied with the procedures set forth in the Regulations. Procedures that shareholders must follow to nominate a director candidate are set forth on page 71 under, “Other Matters—Submitting Shareholder Proposals for the 2027 Annual Meeting of Shareholders.” The Committee will make its determinations on whether to nominate an individual in the context of the Board as a whole based on the Board’s then-current needs, the merits of each such candidate and the qualifications of other available candidates. The Committee has no obligation to respond to shareholders who propose candidates that it has determined not to nominate for election to the Board, but the Committee may do so in its sole discretion. All director candidates are evaluated similarly whether nominated by the Board or by a shareholder. The Corporate Governance Committee did not seek, nor did it receive the recommendation of, any of the director candidates named in this proxy statement from any shareholder, independent director, executive officer or third-party search firm in connection with its own approval of such candidates. The Company has not paid any fee to a third party to assist it in identifying or evaluating nominees. Director Independence The Board, upon recommendation from the Corporate Governance Committee, affirmatively determines the independence of each director and nominee for election as a director in accordance with guidelines it has adopted, which guidelines comply with the NYSE listing standards. For a director to be considered independent, the Board must determine affirmatively that a director does not have any material relationship with the Company directly or as a partner, shareholder or officer of an organization that has a relationship with the Company. A material relationship can include, but is not limited to, commercial, industrial, banking, consulting, legal, accounting, charitable and family relationships. Based on these standards, the Board has determined that each of Mmes. Martin and Murray and Messrs. Joseph, Newport, Nwankwo, Verity and Von Lehman, is independent and has no material relationship with the Company, except as a director and shareholder of the Company. In reaching its independence determinations for 2025, the Committee considered that the Company purchased vehicles from, and had vehicles serviced by, automobile dealerships affiliated with a company of which Mr. Joseph is an executive and part owner. The small amounts involved in these transactions, which were pre-approved by the Audit Committee as transactions with a related party despite not requiring disclosure pursuant to SEC Regulation S-K Item 404, were deemed by AFG’s Board of Directors not to be material. See our policies regarding transactions with related parties as set forth below under, “Review, Approval or Ratification of Transactions with Related Persons” on page 36. Other Corporate Governance Matters, Practices and Procedures

  105. Named Executive Officers

    Senior Vice President and General Counsel OVERVIEW OF COMPENSATION PROGRAM The Compensation Committee of the Board of Directors is responsible for designing the Company’s executive compensation program, reviewing and approving the compensation paid to the Company’s Co-CEOs and other Company senior executive officers, and overseeing the Company’s executive compensation policies. The Compensation Committee also administers the Company’s cash and equity incentive plans. In carrying out these responsibilities, the Compensation Committee seeks to ensure that the total compensation paid to the NEOs is fair, reasonable and competitive. AFG’s executive compensation philosophy balances attracting, motivating, retaining and rewarding executives with a compensation package competitive among its peers and maximizing shareholder value by designing and implementing programs that tie compensation earned to the short-term and long-term performance of the Company. In evaluating the pay-for-performance alignment, the Compensation Committee compares the Company’s compensation practices to those of a peer group of publicly-held insurance holding companies against which it competes for business, talent and shareholder investment (collectively and as further described below, the “Compensation Peer Group”). Guided by principles that reinforce the Company’s pay-for-performance philosophy, NEO compensation includes five components: base salary; annual performance-based cash awards; long-term stock incentives; cash awards based on long-term performance; and other compensation, including certain perquisites. A significant portion of each NEO’s compensation is dependent upon the Company achieving business and financial goals. As part of its compensation program philosophy, the Compensation Committee evaluates the total target and maximum compensation that can be earned by each NEO, rather than considering each individual component in isolation. As such, the Compensation Committee views perquisites as an element of total compensation and, accordingly, would consider the elimination or diminution of any perquisite as a decrease in total compensation.

  106. Compensation Consultant Engagement

    Compensation Consultant Engagement From time to time, the Company engages Pay Governance LLC (“Pay Governance”) as its independent compensation consultant. The scope of these engagements varies from full assessments of the Company’s executive compensation program to specific consulting projects. The Company most recently engaged Pay Governance in 2024, when Pay Governance provided the Compensation Committee with outside independent analysis and perspectives relating to the Committee’s evaluation of proposed changes to the Senior Executive Annual Bonus Plan (“Annual Bonus Plan”) and the impact of those changes on the Company’s overall executive compensation program. The Company has also previously engaged Pay Governance to provide the Compensation Committee with advice and recommendations regarding the Company’s compensation philosophy and strategies; advice on the Company’s peer group; evaluation of performance metrics and peer performance; and analysis and recommendations regarding the Company’s salaries and incentive compensation plans, executive benefits and Co-CEO perquisites. The Compensation Committee has reviewed the independence of Pay Governance considering applicable SEC rules and NYSE listing standards regarding compensation consultant independence and has affirmatively concluded Pay Governance is independent from the Company and has no conflict of interest relating to its engagement.

  107. CEO Compensation

    | • | Annual incentive target compensation; |

  108. CEO Compensation

    | • | Long-term incentive target compensation; or |

  109. CEO Compensation

    | • | Targeted value of equity compensation. |

  110. Establishing Total Compensation Levels

    Establishing Total Compensation Levels The Compensation Committee believes that compensation levels for the Co-CEOs should be based primarily upon the Committee’s assessment of the Co-CEOs’ leadership performance and potential to enhance long-term sustainable shareholder value. The Compensation Committee relies upon a combination of judgment and guidelines in determining the amount and mix of compensation elements for the Co-CEOs. The compensation levels for the other NEOs are similarly determined by the Co-CEOs, and reviewed and approved by the Compensation Committee, again based primarily upon the assessment of each NEO’s leadership performance and potential to enhance long-term sustainable shareholder value. The Compensation Committee and the Co-CEOs analyze peer groups, including the members of its Compensation Peer Group (as defined below), and industry pay rates at least annually in reviewing the appropriateness and competitiveness of the Company’s compensation programs. In analyzing market pay levels among the Compensation Peer Group, the Compensation Committee considers the variance in size among the companies, both in terms of revenues and market capitalization. The Compensation Committee utilizes the peer and industry review as a point of reference for measurement and not as a determinative factor. Although the Company seeks to offer total compensation to NEOs that is competitive with the compensation paid by companies in the Compensation Peer Group, the Company does not target or benchmark a particular percentile for its executives’ total pay packages or any individual pay components. Rather, the compensation levels and performance of the Compensation Peer Group constitute one of many factors considered by the Compensation Committee. The Compensation Peer Group, which the Compensation Committee annually reviews and updates when appropriate, is designed to reflect the Company’s business mix and to consist of companies against which AFG competes for business, talent and shareholder investment. The Compensation Peer Group for 2025, which was unchanged from 2024, consists of the following companies:

  111. No Change in Control or Employment Agreements; All Equity Awards Include “Double Trigger”

    No Change in Control or Employment Agreements; All Equity Awards Include “Double Trigger” Neither of the Co-CEOs or any other NEO is a party to an employment or other agreement providing for severance or change in control payments. Awards under the Company’s shareholder-approved equity incentive plan do not provide for automatic acceleration of awards for any participant, including the Co-CEOs and other NEOs. All awards include a “double trigger” provision providing that if the awards are assumed by the surviving entity in the change of control, vesting of the awards will not accelerate unless the participant also has a qualifying termination of employment (by the Company without cause or by the participant for good reason). If the surviving entity does not assume the equity awards upon the change in control, unvested awards will become vested upon the occurrence of the change in control.

  112. Equity Incentive Compensation

    Equity Incentive Compensation The Compensation Committee views long-term incentive compensation in the form of equity awards as a critical element of the executive compensation program. The Company utilizes restricted share awards that cliff-vest after four years. The Compensation Committee believes that this incentivizes and rewards our NEOs for long-term performance based on the value of our common shares and aligns the interests of our NEOs and our shareholders. The Compensation Committee, as well as the Co-CEOs, also believe that the four-year cliff vesting period provides the Company with retention benefits for the NEOs and other key employees. The Compensation Committee was mindful of the substantial ownership of the Company’s common shares by executive officers, particularly the Co-CEOs, and the effect of such ownership in aligning their interests with those of the Company’s shareholders.

  113. Recovery of Prior Awards

    | • | annual performance-based incentive compensation; |

  114. Recovery of Prior Awards

    | • | long-term performance-based incentive compensation; |

  115. Recovery of Prior Awards

    | What We Do | | | | Compensation heavily weighted toward variable “at risk,” performance-based annual and long-term pay aligned with Company financial and stock performance | | | Significant portion of executive officer’s compensation package is based on the Company’s long-term financial performance | | | Double-trigger requirement for equity vesting upon a change of control | | | Four-year cliff vesting of equity awards with proportionate vesting upon a qualified retirement | | | Periodic engagement of independent compensation consultant | | | Robust share ownership guidelines for executive officers and non-employee directors | | | Both annual and long-term incentive awards include absolute and relative performance metrics | | | Broad recoupment policy for performance awards that applies to senior management employees beyond executive officer group required by SEC/NYSE rules |

  116. Recovery of Prior Awards

    | What We Don't Do | | | | No guaranteed minimums for performance-based cash incentives | | | No executive officer tax gross-ups for perquisites | | | No individual employment agreements or change of control agreements | | | No director or executive officer hedging and no pledging of common shares unless preapproved in limited circumstances | | | No plans that encourage excessive risk-taking |

  117. Annual Bonus Plan

    Annual Bonus Plan Under the Annual Bonus Plan, participants can earn annual performance-based cash awards based on AFG’s current year performance, as the Committee believes that the Company’s overall performance is substantially related to the performance of its executives. The Committee conducted an in-depth evaluation of the Annual Bonus Plan in 2024 to better align annual incentive compensation with the achievement of operating results that the Committee believe are critical to long-term shareholder value. Specifically, the Committee structured annual incentive compensation designed to incentivize participants to produce outcomes aligned with the Company’s financial success and shareholder value creation; cover both specialty P&C insurance performance and investment performance; be well-tailored and not incentivize improper risk-taking; and, ideally, include both absolute and relative measures comparing performance to peer companies. As part of its evaluation, which was assisted by Pay Governance, the Committee analyzed a wide variety of potential structures and metrics, benchmarked annual incentive plans of Compensation Peer Group companies and other insurance and non-insurance companies, reviewed incentive plan trends and prevailing practices generally for large public companies, and conducted discussions with the other independent directors, the Co-CEOs and other senior executives. As a result of this evaluation process, the Committee ultimately selected as metrics key financial measures that management utilizes internally and emphasizes externally in communications (e.g., earnings releases, earnings calls, securities filings and investor meetings) as critical drivers of its business performance and shareholder value creation. Those three metrics were also selected to measure performance under the 2025 Annual Plan:

  118. Annual Bonus Plan

    | • | Operating EPS; |

  119. Annual Bonus Plan

    | • | Annual return on equity (“Annual ROE”); and, |

  120. Annual Bonus Plan

    | • | Relative annual growth in book value per share (“GBVPS”). |

  121. Annual Bonus Plan

    The Compensation Committee also evaluated and discussed with Pay Governance the advantages and disadvantages of including two new metrics in the Annual Bonus Plan—Annual ROE and relative annual GBVPS—that were similar to, though different from, measures utilized in the Senior Executive LTIC (as defined below). Among the factors considered by the Committee were the difference in performance measurement periods (one year vs. three years); the different composition of peer companies for relative measurement of GBVPS performance (14 companies in the Compensation Peer Group and 23 companies in the Senior Executive LTIC comparison group at the time); the difference in relative weighting of the metrics between the two plans (three near-equally weighted metrics vs. two equally weighted metrics); target, maximum and threshold hurdle levels that are not aligned between the two plans; and the different participants in each plan (only the Co-CEOs and President are participants in the Senior Executive LTIC). The Committee also considered that the different performance measurement periods between the Annual Bonus Plan and the Senior Executive LTIC have the potential to create some constructive, natural tension when senior management is considering alternatives for key strategic and business initiatives, as certain decisions may positively impact metrics under one plan’s period while potentially creating offsetting results in the other plan period. Accordingly, notwithstanding some similarity, the Committee determined to include Annual ROE and relative annual GBVPS from among the many alternatives they considered because of the metrics’ criticality to AFG’s success and their heightened importance to investors. All of the NEOs other than Mr. Thompson participate in the Annual Bonus Plan. Awards to the Co-CEOs and Mr. Berding under the 2025 Annual Bonus Plan were weighted as follows: Operating EPS: 34%; annual ROE: 33%; and relative annual GBVPS: 33%. These three metrics constituted 60% of the annual award (20% for each metric) for Messrs. Hertzman and Weiss, with the remaining 40% subjectively determined by the Co-CEOs based on individual performance. If earned, the Company pays cash awards under the Annual Bonus Plan in the first quarter for the prior year’s performance. The Compensation Committee delineated levels of achievement under each Company performance component. For results below a defined threshold, no award would be earned for the relevant component. Hurdle levels were established to earn a threshold award, target award and maximum award. The Committee determined that exceeding the highest threshold under any component would reflect significant outperformance and merit payment of the maximum award amounts. The Compensation Committee established the 2025 performance metrics after reviewing the Company’s 2025 business plan prepared by management, as approved by the Co-CEOs and reviewed with the Board of Directors, as well as peers’ historical and projected financial performance and expectations for property and casualty industry business conditions and macroeconomic information. Results for each component are determined from the Company’s results reported consistent with past practice. The Annual Bonus Plan includes provisions for adjustments to performance thresholds in the event of a modification of the methodology of Company reporting for any measure. Any modification would result in an adjustment, as determined by the Compensation Committee, in a manner that provides for an identical award for the affected component based on identical adjusted results. Mr. Thompson’s cash incentive compensation was determined based on numerous objective factors contained in multiple annual and multi-year compensation programs applicable to Great American Insurance Company and the business units overseen by Mr. Thompson. Amounts paid to Mr. Thompson each year, including during 2025, represent business results from prior years which may have been affected by subsequent development of the business results. The bonus shown for Mr. Thompson reflects the amounts paid to him during 2025.

  122. Annual Bonus Plan – 2025 Targets and Maximums

    Annual Bonus Plan – 2025 Targets and Maximums The target and maximum awards for each participant are set forth in the table below.

  123. Annual Bonus Plan – 2025 Targets and Maximums

    | Name | Operating EPS Target ($) | Annual ROE Target ($) | Relative Annual GBVPS Target ($) | Discretionary Target ($) | Total Target ($) | Maximum ($) | | Carl H. Lindner III | 782,000 | 759,000 | 759,000 | — | 2,300,000 | 3,450,000 | | S. Craig Lindner | 782,000 | 759,000 | 759,000 | — | 2,300,000 | 3,450,000 | | John B. Berding | 595,000 | 577,500 | 577,500 | — | 1,750,000 | 2,450,000 | | Brian S. Hertzman | 84,000 | 84,000 | 84,000 | 168,000 | 420,000 | 525,000 | | Mark A. Weiss | 80,000 | 80,000 | 80,000 | 160,000 | 400,000 | 500,000 |

  124. Annual Bonus Plan – 2025 Components

    Annual Bonus Plan – 2025 Components Operating EPS is calculated as the Company’s diluted core earnings per share. As in prior years, the Compensation Committee set the target level at the Company’s 2025 business plan ($10.50 per share), with the maximum level requiring an outstanding result 10% above the target level ($11.55 per share) and the threshold level ($8.40 per share) to earn any payment at 20% below the target. Annual ROE is calculated as the percentage equal to the Company’s core operating earnings divided by the Company’s shareholders’ equity (excluding accumulated other comprehensive income). In setting the 2025 Annual ROE goals, the Compensation Committee evaluated the Company’s 2025 business plan, as well as projected peer company ROEs (as prepared by our in-house investment professionals) and expected property and casualty industry conditions for the coming year. For example, when considering the goals for the Annual ROE component in the 2025 first quarter, the Committee noted that the Company’s internal analysis of Compensation Peer Group companies’ forecasted 2025 Annual ROE indicated that first quartile performance would require an Annual ROE above 16% and that an Annual ROE of 19% would outperform all peers. Based upon its evaluation of all the relevant factors, the Committee selected a target goal of 16%, which would represent a strong return, and a maximum goal of 20%, which would require the Company to produce Annual ROE performance at or near the top the Compensation Peer Group. Relative Annual GBVPS is defined as annual growth in book value per share, excluding accumulated other comprehensive income, plus dividends, relative to AFG’s Compensation Peer Group companies. The Compensation Committee continued to include this relative component in addition to the other two absolute components of the Annual Plan. The Committee designed this metric to award a target bonus for top third performance relative to the Compensation Peer Group and a maximum bonus only for top annual performance against those peers. Threshold performance to earn any award would require the Company to perform above the bottom third of peer companies. In addition to the foregoing data, when weighing potential 2025 target and maximum levels for each of the Annual Plan components, the Compensation Committee also considered other factors that might impact the Company’s ongoing financial performance, including, but not limited to, competition, macroeconomic conditions, market influences, governmental regulation and the Board of Directors’ desire to devote resources to other internal corporate objectives, such as acquisitions or start-ups. The Compensation Committee’s overarching approach for each metric was to set the target at levels that would represent very strong Company performance and the maximum at levels that would represent extraordinary performance, both objectively under AFG’s business plan and comparatively relative to its peers’ projected performance. Each of Operating EPS, Annual ROE and growth in book value per share are reported to shareholders in the Company’s quarterly earnings releases and exclude certain items that may not be indicative of its ongoing core operations such as the impact of discontinued operations, net realized gains and losses and special items that are not necessarily indicative of operating trends. For each component under the Annual Bonus Plan, payments may be earned relative to each NEO’s target amount, as follows:

  125. Annual Bonus Plan – 2025 Components

    | ○ | Below threshold: 0% of target |

  126. Annual Bonus Plan – 2025 Components

    | ○ | Threshold: 20% of target |

  127. Annual Bonus Plan – 2025 Components

    | ○ | Target: 100% of target |

  128. Annual Bonus Plan – 2025 Components

    | ○ | Maximum: Co-CEOs = 150% of target; President = 140% of target; Other NEOs = 125% of target |

  129. Annual Bonus Plan – 2025 Components

    Straight-line interpolation is used to determine earned payouts for results that exceed threshold but fall below target, and for results that exceed target but do not meet the maximum level.

  130. Annual Bonus Plan – 2025 Components

    | | Operating EPS | Award as Percentage of Target(1) | Annual ROE | Award as Percentage of Target(1) | Relative Annual GBVPS(2) | Award as Percentage of Target(1) | | Below threshold | Less than $8.40 | 0% | Less than 12% | 0% | Bottom third | 0% | | Threshold | $8.40 | 20% | 12% | 20% | 10th place | 20% | | Target | $10.50 | 100% | 16% | 100% | 5th place | 100% | | Maximum | $11.55 or more | Maximum | 20% or more | Maximum | 1st place | Maximum |

  131. Annual Bonus Plan – 2025 Components

    | (1) A result below the threshold level does not earn any award. Where results for any metric fell between the threshold, target and maximum performance ranges, the award for the component was to be determined by straight-line interpolation rounded up to the nearest dollar. |

  132. Annual Bonus Plan – 2025 Components

    | (2) The Company’s Relative Annual GBVPS must be in the top third of the 14 companies comprising the Compensation Peer Group to earn a target award. A maximum award is earned only if the Company is first among all Compensation Peer Group companies in annual GBVPS. No award is earned if the Company’s performance places it below the threshold level, which is the bottom third among the Compensation Peer Group. |

  133. Annual Bonus Plan – 2025 Components

    As in prior years, 40% of the Annual Plan target award for Mr. Hertzman and Mr. Weiss was determined under the discretionary component by the Co-CEOs based on the Co-CEOs’ evaluation of their respective personal performance against certain business, strategic and development objectives established at the beginning of the year. The determination for Mr. Hertzman and Mr. Weiss included a consideration of all factors deemed relevant, including, but not limited to, operational, qualitative measurements relating to the development and implementation of strategic initiatives and annual objectives; responses to unexpected developments; the development of management personnel; and the impact of any extraordinary transactions involving or affecting the Company and its subsidiaries.

  134. Annual Bonus Plan – 2025 Component Results and Awards

    Annual Bonus Plan – 2025 Component Results and Awards The percentage achievement and award paid to each participant under each component of the Annual Bonus Plan is set forth below.

  135. Annual Bonus Plan – 2025 Component Results and Awards

    | Results: | Reported Operating EPS of $10.29 | | Reported Annual ROE of 18.2% | | Relative Annual GBVPS: Sixth in Peer Group | | Discretionary Award | | | | Award as Percentage of Target (%) | Award ($) | Award as Percentage of Target (%) | Award ($) | Award as Percentage of Target (%) | Award ($) | Award as Percentage of Target (%) | Award ($) | | Carl H. Lindner III | 92.0 | 719,440 | 127.5 | 967,725 | 84.0 | 637,560 | — | — | | S. Craig Lindner | 92.0 | 719,440 | 127.5 | 967,725 | 84.0 | 637,560 | — | — | | John B. Berding | 92.0 | 547,400 | 122.0 | 704,550 | 84.0 | 485,100 | — | — | | Brian S. Hertzman | 92.0 | 77,280 | 113.8 | 95,550 | 84.0 | 70,560 | 125.0 | 210,000 | | Mark A. Weiss | 92.0 | 73,600 | 113.8 | 91,000 | 84.0 | 67,200 | 125.0 | 200,000 |

  136. Annual Bonus Plan – 2025 Component Results and Awards

    The total award, also expressed as a percentage of the target and maximum award, paid to each participant for 2025 under the Annual Bonus Plan was:

  137. Annual Bonus Plan – 2025 Component Results and Awards

    | | | Total Award as a Percentage of | | | Name | Total 2025 Award ($) | Target (%) | Maximum (%) | | Carl H. Lindner III | 2,324,725 | 101.1 | 67.4 | | S. Craig Lindner | 2,324,725 | 101.1 | 67.4 | | John B. Berding | 1,737,050 | 99.3 | 70.9 | | Brian H. Hertzman | 453,390 | 108.0 | 86.4 | | Mark A. Weiss | 431,800 | 108.0 | 86.4 |

  138. Senior Executive Long Term Incentive Compensation Plan

    Senior Executive Long Term Incentive Compensation Plan The Senior Executive Long Term Incentive Compensation Plan (the “Senior Executive LTIC”) rewards long-term Company performance through cash awards payable upon the achievement of three-year performance goals determined annually by the Compensation Committee. The Compensation Committee sets these three-year performance goals during the first quarter of each three-year period. As such, the Senior Executive LTIC performance goals for the 2023-2025 period discussed below were determined by the Compensation Committee in the first quarter of 2023. Awards under the Senior Executive LTIC utilize two evenly weighted performance criteria: (1) book value per share growth versus the book value per share growth of a larger group of 22 companies (the “Comparison Companies”); and (2) average annual return on equity. The long-term book value per share (“Long-Term Relative GBVPS”) calculations for the Company and each of the Comparison Companies, are adjusted to add dividends and other capital distributions made on common shares, exclude accumulated other comprehensive income, and negate the effects of any accounting changes. The awards provide for such adjustments so that accounting changes do not artificially affect book value per share and so that other comprehensive income and the impact of distributions do not influence Company decisions like, for example, the timing and amount of dividends paid in a manner not consistent with a goal of continuing to increase shareholder value. Long-term average annual return on equity (“Long-Term ROE”) is defined as the percentage equal to the Company’s core operating earnings divided by the Company’s shareholders’ equity (excluding accumulated other comprehensive income), and the applicable percentage in determining award amounts, if any, is the average return on equity for each of the three years in the performance period. Awards granted under the Senior Executive LTIC to the Co-CEOs and Mr. Berding for the period ending December 31, 2025, are provided in the table below. Each of the performance components are equally weighted with one-half of the target amount and maximum amount allocated to each of Long-Term Relative GBVPS and Long-Term ROE.

  139. Senior Executive Long Term Incentive Compensation Plan

    | | | Three-Year Performance Period Ending | Potential Payments | | | Name | Grant Year | | Target ($) | Maximum ($) | | Carl H. Lindner III | 2023 | 12/31/2025 | 2,500,000 | 5,000,000 | | S. Craig Lindner | 2023 | 12/31/2025 | 2,500,000 | 5,000,000 | | John B. Berding | 2023 | 12/31/2025 | 1,600,000 | 3,200,000 |

  140. Senior Executive Long Term Incentive Compensation Plan

    The following table shows the performance targets established to earn the threshold and maximum awards under the Senior Executive LTIC for the performance periods ending 2022 through 2025, during which the Compensation Committee increased both the threshold and maximum goals.

  141. Senior Executive Long Term Incentive Compensation Plan

    | | Calculation of Award Amount | | | | | Three-Year Performance Period Ending | Long-Term Relative GBVPS(1) | | Long-Term ROE(2) | | | | Threshold | Maximum | Threshold | Maximum | | 12/31/2022 | Exceed lowest quartile | Exceed all Comparison Companies | 10.0% | 14.00% | | 12/31/2023 | Exceed lowest quartile | Exceed all Comparison Companies | 10.0% | 14.50% | | 12/31/2024 | Exceed lowest quartile | Exceed all Comparison Companies | 11.0% | 15.25% | | 12/31/2025 | Exceed lowest quartile | Exceed all Comparison Companies | 11.0% | 16.50% |

  142. Senior Executive Long Term Incentive Compensation Plan

    | (1) No award will be paid for results below the threshold. For a Relative GBVPS greater than the threshold but less than the maximum, the award amount is calculated by applying straight-line interpolation, rounded to the nearest whole dollar amount. The target amount is payable at the midpoint between the threshold and maximum. |

  143. Senior Executive Long Term Incentive Compensation Plan

    | (2) No award will be paid for results below the threshold. For a Long-Term ROE greater than the threshold but less than the target, or greater than the target but less than the maximum, the award amount is calculated by applying straight-line interpolation, rounded to the nearest whole dollar amount. The target amount is payable at the midpoint between the threshold and maximum. |

  144. Senior Executive Long Term Incentive Compensation Plan

    Consistent with its pay-for-performance philosophy, the Committee determined that Long-Term Relative GBVPS performance in the bottom quartile of the Comparison Companies would not be consistent with the Company’s focus on long-term shareholder value creation and, as such, would result in no award under the Senior LTIC. The Committee similarly concluded that Long-Term Relative GBVPS performance above all Comparison Companies would represent extraordinary performance and earn a maximum award. To earn an award in excess of the target level, the Company would need to place at least ninth versus the 22 Comparison Companies, representing strong performance. Long-Term Relative GBVPS exceeding the fourth (lowest) quartile of the Comparison Companies but not all Comparison Companies would entitle each participant to an award (expressed as a percentage of target) calculated by applying straight-line interpolation for growth in book value per share between 0% and the maximum award of 200%. As provided in the Senior Executive LTIC, one plan company that was acquired during the three-year performance period was excluded when calculating awards. After excluding that acquired company, the Comparison Companies for the three-year period ended December 31, 2025, were:

  145. Senior Executive Long Term Incentive Compensation Plan

    | 1. American International Group, Inc. | | 2. Arch Capital Group Ltd. | | 3. Assurant, Inc. | | 4. Axis Capital Holdings Ltd. | | 5. Chubb Limited | | 6. Cincinnati Financial Corp. | | 7. CNA Financial Corporation | | 8. Employers Holdings, Inc. | | 9. Fairfax Financial Holdings Limited | | 10. Global Indemnity Group, LLC | | 11. The Hanover Insurance Group, Inc. |

  146. Senior Executive Long Term Incentive Compensation Plan

    | 12. The Hartford Insurance Group, Inc. | | 13. Horace Mann Educators Corp. | | 14. Markel Corporation | | 15. Old Republic International Corporation | | 16. ProAssurance Corporation | | 17. RenaissanceRe Holdings Ltd. | | 18. RLI Corp. | | 19. Safety Insurance Group, Inc. | | 20. Selective Insurance | | 21. Travelers Companies, Inc. | | 22. W.R. Berkley Corporation |

  147. Senior Executive Long Term Incentive Compensation Plan

    The Company’s growth in book value per share for the period from January 1, 2023 through December 31, 2025 placed it seventh in comparison to the Comparison Companies (entitling each participant to 65.2% of the maximum award for this component). Each Co-CEO received an award of $1,630,045 and Mr. Berding received an award for this component of $1,043,478 for the performance period. Long-Term ROE awards are based on average annual return on equity for the performance period. For the 2023-2025 performance period, the Committee set the threshold, target and maximum performance goals at 11%, 13.75% and 16.5%, respectively. If Long-Term ROE does not exceed 11%, the participant would receive no award amount. The Compensation Committee recognizes that there is inherent uncertainty in forecasting financial results—particularly over a three-year period—and evaluates the best information available when considering potential Long-Term ROE goals to ensure an appropriate level of rigor. This includes a review of the Company’s ROE projections in its then-current business plan (covering the first year of the three year period) and, for reference purposes historical and forecasted ROEs for companies in the Comparison Group for the next two year period, for which forward-looking projections are available (as prepared by our in-house investment professionals). The Committee uses this information to calibrate what may constitute a reasonably possible range of ROEs among industry players in the coming years based upon factors such as the competitive environment, macroeconomic conditions and the property and casualty insurance cycle, and other key influences. In the first quarter of 2023, when the Long-Term ROE goals for the 2023-2025 period were set, the Committee weighed all of the principal relevant factors, including projected average ROEs for the Comparison Companies over the forthcoming two-year period (i.e., 2023 and 2024), for which projected first quartile performance was 12.9% and the highest overall was 16.8%. Upon consideration of the various forecasts, the Committee selected a target and maximum level of 13.75% and 16.5%, respectively, which would represent strong and extraordinary performance, both objectively and compared to projected Compensation Peer Group performance based on available data. The Company’s Long-Term ROE for the 2023-2025 period was 19.1%, representing outstanding performance, both objectively and compared to peers. For illustration purposes, during each annual period spanning the 2023-2025 Senior LTIC period, the Company’s Annual ROE placed it in the top quartile versus the Comparison Companies. As a result of this extraordinary performance, each participant earned the maximum award for this component. Each Co-CEO earned an award of $2,500,000 and Mr. Berding earned an award of $1,250,000. After combining the two components, each of the Co-CEOs received an award of $4,130,045 and Mr. Berding received an award of $2,643,200, representing 165.2% of the target award and 82.6% of the maximum award. LONG-TERM EQUITY INCENTIVE COMPENSATION—BROAD-BASED EQUITY AWARD The Compensation Committee believes long-term equity incentive compensation encourages management to focus on long-term Company performance and provides an opportunity for the NEOs and certain designated key employees to increase their stake in the Company through equity awards that vest over time. The Compensation Committee believes that equity awards represent an important part of AFG’s performance-based compensation system and that they align AFG’s senior executives’ interests with those of its shareholders. Equity awards are generally granted at a regularly scheduled Compensation Committee meeting in February after the market has had the opportunity to assess AFG’s announcement of results of the recently ended year and fourth quarter and key points of the Company’s business plan for the coming year. The Company does not currently grant new awards of stock options, stock appreciation rights or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of such awards in relation to the disclosure of material public information. Annual grants by the Compensation Committee consist of restricted shares awarded to executive officers and certain designated key employees. All restricted shares cliff-vest after four years and contain double-trigger vesting, which limits acceleration of awards to situations where a change in control is accompanied by a qualified termination of employment. In determining the value of annual grants to key employees, the Compensation Committee takes into consideration the dilutive effect to shareholders as well as the expense to AFG as stock-based awards vest. The Compensation Committee believes that several features present in stock-based awards give recipients substantial incentive to maximize AFG’s long-term success. Specifically, the Compensation Committee believes that, because all awards vest over time, with restricted stock awards “cliff” vesting in four years, these awards promote executive retention due to the potential for forfeiture of awards that have not fully vested upon departure from AFG. Equity award levels for participants are determined based on market and compensation peer company data, expense to AFG, the relative benefits to participants of such expense, the performance and overall compensation level of participants and award amounts from previous years. Equity grants vary among participants based on their positions within the Company, and AFG believes that the consideration of these factors results in reasonable grant levels to its NEOs and other employees. Restricted shares granted in 2025 to the NEOs, which are scheduled to vest in 2029 under the terms of their award agreements, are set forth in the Grants of Plan-Based Awards Table on page 56 of this proxy statement. PERQUISITES AND OTHER PERSONAL BENEFITS Perquisites, such as insurance coverage, the personal use of corporate aircraft, executive security services, certain entertainment expenses and administrative staff attending to occasional personal matters are made available to AFG’s executive officers. The Compensation Committee views the perquisites provided to the NEOs together with all other compensation elements as a component of total compensation and believes that diminishing or eliminating any perquisites may require a corresponding increase in other compensation components. Therefore, the Compensation Committee believes these perquisites, as a component of total executive compensation, to be reasonable and consistent with the overall goal of offering competitive compensation programs. The benefits and the estimated costs to the Company of such benefits are included in the All Other Compensation table below on page 55. During 2025, as in prior years, the Company operated corporate aircraft used for the business travel of management and staff of the Company and its subsidiaries. The Board has encouraged the Co-CEOs to use corporate aircraft for all travel whenever practicable for

  148. Senior Executive Long Term Incentive Compensation Plan

    security, productivity, health, safety and confidentiality reasons. Notwithstanding the increased focus on executive safety and protection, the Compensation Committee and the Co-CEOs jointly acknowledge that personal aircraft use is a personal benefit. Each Co-CEO and the President is provided a fixed number of hours per year for personal use (140 flight hours for each Co-CEO and 40 hours for the President, with the ability to carryover unused hours to the succeeding year) to replace additional cash compensation that would have been paid. In utilizing personal flight hours, an executive’s spouse, other family members or guests may fly on the corporate aircraft. Members of the Co-CEOs family can use up to an additional four flight legs or ten flight hours on the corporate aircraft annually (neither Co-CEO may use these flight legs or hours). The flight hour benefit for the Co-CEOs has remained the same since 2020. For taxable benefits, the dollar amounts are included as taxable income to the NEOs, and the Company does not provide tax gross-up payments for any perquisites. See footnote (2) to the “All Other Compensation” table below on page 55 for a discussion of the tax treatment of aircraft benefits. In 2025, in response to the increased threat level to executives, the Company also enhanced its executive security to provide broader personal security services beyond its existing personal and business-related security and protection program. The Board supports this enhanced security program given the AFG Security Department’s assessment of ongoing potential threats and the overall environment. In addition to the flight hour limit, the Compensation Committee also limits the annual insurance benefit, and NEOs reimburse the Company for any amounts exceeding the limit. As discussed above, the Compensation Committee views perquisites as an element of the Co-CEOs’ total compensation and evaluates any increase in perquisites with reference to the entirety of the Co-CEOs’ compensation package. Moreover, the Co-CEOs have not had an increase in base salary, annual incentive target compensation, long-term incentive target compensation, or the target value of their equity compensation in over five years. The Company also maintains a Deferred Compensation Plan pursuant to which certain employees of AFG and its subsidiaries (currently those paid $155,000 or more annually) may defer up to 80% of their annual salary and/or bonus. For 2025, participants could elect to have the value of deferrals earn a fixed rate of interest, set annually by the Board of Directors (4.75% in 2025), or earn a return as determined by one or more publicly traded mutual funds. A deferral term of either a fixed number of years or upon termination of employment must be elected at the time of deferral. Under the plan, no federal or state income taxes are paid on deferred compensation. Rather, such taxes will be due upon receipt at the end of the deferral period.

  149. Retirement and Other Related Benefits

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Carl H. Lindner III Co-Chief Executive Officer (Co-Principal Executive Officer) | 2025 | 1,250,000 | 1,500,009 | 6,454,770 | 1,837,764 | 11,042,543 | | | 2024 | 1,250,000 | 1,500,013 | 7,057,180 | 1,762,836 | 11,570,029 | | | 2023 | 1,250,000 | 1,500,054 | 5,308,570 | 1,785,524 | 9,844,148 | | S. Craig Lindner Co-Chief Executive Officer (Co-Principal Executive Officer) | 2025 | 1,250,000 | 1,500,009 | 6,454,770 | 1,943,517 | 11,148,296 | | | 2024 | 1,250,000 | 1,500,013 | 7,057,180 | 1,738,584 | 11,545,807 | | | 2023 | 1,250,000 | 1,500,054 | 5,308,570 | 1,855,942 | 9,914,566 | | John B. Berding President of AFG and American Money Management | 2025 | 1,050,000 | 1,175,044 | 4,380,528 | 389,229 | 6,994,801 | | | 2024 | 1,050,000 | 1,125,073 | 4,154,180 | 416,474 | 6,745,749 | | | 2023 | 1,050,000 | 3,125,187 | 2,859,005 | 276,300 | 7,310,492 | | Brian S. Hertzman Senior Vice President and Chief Financial Officer | 2025 | 550,000 | 400,051 | 453,390 | 123,210 | 1,526,651 | | | 2024 | 525,000 | 400,062 | 446,200 | 108,189 | 1,479,459 | | | 2023 | 500,000 | 320,128 | 261,812 | 110,629 | 1,192,569 | | David L. Thompson President and Chief Operating Officer of Great American Insurance Group | 2025 | 800,000 | 600,077 | 1,041,900 | 219,130 | 2,661,106 | | | 2024 | 770,000 | 600,031 | 917,550 | 196,585 | 2,484,178 | | | 2023 | 700,000 | 500,018 | 632,775 | 174,234 | 2,007,027 | | Mark A. Weiss Senior Vice President and General Counsel | 2025 | 580,000 | 400,051 | 431,800 | 95,408 | 1,507,259 | | | 2024 | 560,000 | 380,116 | 423,890 | 81,257 | 1,445,263 | | | 2023 | 540,000 | 320,128 | 226,432 | 79,785 | 1,166,345 |

  150. 2025 Director Compensation Schedule

    2025 Director Compensation Schedule

  151. 2025 Director Compensation Schedule

    | Compensation Element | ($)(1) | | Board Member Annual Retainer | 145,000 | | Lead Independent Director Retainer | 30,000 | | Audit Committee Chair Annual Retainer | 20,000 | | Compensation Committee Chair Annual Retainer | 5,000 | | Corporate Governance Committee Chair Annual Retainer | 5,000 | | Audit Committee Non-Chair Member Annual Retainer | 15,000 | | Attendance Fee per Day for Offsite Meetings | 2,000 | | Annual Restricted Stock Award | 170,000 |

  152. 2025 Director Compensation Schedule

    | (1) The Company reimburses non-employee directors for travel and lodging expenses incurred in connection with meeting attendance. The Audit Committee chair does not receive a member retainer in addition to the chair retainer. |

  153. 2025 Director Compensation Schedule

    The table below shows the fees actually paid to each non-employee director in 2025.

  154. 2025 Director Compensation

    2025 Director Compensation

  155. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Award ($)(1) | Total ($) | | Gregory G. Joseph | 198,500 | 170,000 | 368,500 | | Mary Beth Martin | 158,000 | 170,000 | 328,000 | | Amy Y. Murray | 165,500 | 170,000 | 335,500 | | Roger K. Newport | 165,500 | 170,000 | 335,500 | | Evans N. Nwankwo | 153,000 | 170,000 | 323,000 | | William W. Verity | 158,000 | 170,000 | 328,000 | | John I. Von Lehman | 157,500 | 170,000 | 327,500 |

  156. 2025 Director Compensation

    | (1) Calculated as the compensation cost for financial statement reporting purposes with respect to the annual stock grant under the Non-Employee Director Compensation Plan. See “Security Ownership of Certain Beneficial Owners and Management” on page 22 for detail on beneficial ownership of AFG common shares by directors. |

  157. 2025 Director Compensation

    Mr. Lindner Jr. does not receive compensation for his role as a member of the Board. As an employee of the Company, for 2025 he received total compensation of approximately $1.71 million, comprised of an annual salary of $560,000, non-equity incentive compensation of $700,000, a stock award under the Company’s equity incentive plan valued at $450,027 (representing the dollar amount which will be expensed for financial statement reporting purposes), and certain perquisites commensurate with his position and tenure with the Company. Ratio of Co-CEO Total Pay to “Median Employee” Total Pay Under rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Company is providing the following information about the relationship of the annual total compensation of its employees and the annual total compensation of the Co-CEOs. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with SEC rules. This information should be read together with the “Compensation Discussion and Analysis” beginning on page 37. AFG identified the “median employee” as of December 31, 2023. The median employee was a full-time, salaried employee located in the United States. AFG’s employee base may differ from other companies in the insurance and financial service industry. In total, at December 31, 2023, AFG employed a total of 922 part-time seasonal insurance adjusters and other part-time employees (approximately 11% of all employees) which are included in the total employee numbers, but all earned less from the Company than the median employee in 2024. As a result, the ratio set forth below may not be correlative to the ratio for other companies comparable in size or industry because of differences in operations. AFG utilized the following methodology and the material assumptions, adjustments, and estimates:

  158. 2025 Director Compensation

    | • | As of December 31, 2023, our total employee population consisted of 8,520 individuals working at our parent company and consolidated subsidiaries, with approximately 5.3% located in Mexico. |

  159. 2025 Director Compensation

    | • | SEC rules permit us to exclude up to 5% of our non-U.S. employees when identifying the median employee. AFG excluded employees in England (60 employees), Ireland (25 employees), Singapore (99 employees) and Canada, Spain and Denmark (total of 15 employees), which collectively represented less than 2.4% of AFG’s employees. |

  160. 2025 Director Compensation

    | • | For the remaining employees, AFG compiled total 2023 wages, tips, and other compensation from 2023 year-end tax reporting data. For amounts paid in foreign currencies, AFG converted 2023 wages based on the conversion rate on the last business day of 2023. |

  161. 2025 Director Compensation

    | • | AFG calculated the median employee’s 2025 total compensation using the same methodology as used to determine the Co-CEOs total compensation as set forth in the Summary Compensation Table on page 54 of this proxy statement. |

  162. 2025 Director Compensation

    | • | With respect to the 2025 total compensation of each Co-CEO, the Company used the amount reported in the “Total” column of the Summary Compensation Table. |

  163. 2025 Director Compensation

    The 2025 total compensation for the median employee (other than the Co-CEOs) was $110,944, and the 2025 total compensation of each Co-CEO is set forth under “Total Compensation” in the Summary Compensation Table. Based on this information, the ratios of 2025 total compensation of each Co-CEO to the 2025 total compensation of the median employee were 100 to 1. PAY VERSUS PERFORMANCE The following table reports the compensation of our Principal Executive Officer (PEO), and the average compensation of our other Named Executive Officers (Other NEOs) as reported in the Summary Compensation Table for the past five fiscal years, as well as their “compensation actually paid” as calculated pursuant to SEC rules and certain performance measures required by such rules.

  164. 2025 Director Compensation

    | Year | Summary Compensation Table Total Compensation for PEO ($)(1) | | Compensation Actually Paid to PEO ($)(2) | | Average Summary Compensation Table Total Compensation for Other NEOs ($)(3) | Average Compensation Actually Paid to Other NEOs ($)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income(5) (millions) ($) | Core EPS ($) | | | Carl H. Lindner III | S. Craig Lindner | Carl H. Lindner III | S. Craig Lindner | | | Total Shareholder Return ($) | Peer Group(4) Total Shareholder Return ($) | | | | 2025 | 11,042,543 | 11,148,296 | 11,330,815 | 11,436,568 | 3,172,454 | 3,341,827 | 260.78 | 228.84 | 842 | 10.29 | | 2024 | 11,570,059 | 11,545,807 | 12,918,695 | 12,894,443 | 3,038,664 | 3,609,210 | 247.28 | 209.20 | 887 | 10.75 | | 2023 | 9,844,148 | 9,914,566 | 9,311,061 | 9,381,479 | 2,919,108 | 2,775,585 | 199.86 | 154.70 | 852 | 10.56 | | 2022 | 12,670,399 | 12,637,868 | 13,456,927 | 13,424,396 | 2,854,120 | 3,133,065 | 216.22 | 139.69 | 898 | 11.63 | | 2021 | 12,449,582 | 12,341,739 | 16,851,687 | 16,743,844 | 2,639,597 | 4,137,031 | 194.78 | 117.51 | 1,995 | 11.59 |

  165. 2025 Director Compensation

    | (1) For 2021 through 2025, our PEOs were the Co-CEOs, Carl H. Lindner III and S. Craig Lindner. The dollar amounts reported in this column are the amounts of total compensation reported for the Co-CEOs for each corresponding year in the “Total” column of the Summary Compensation Table. |

  166. 2025 Director Compensation

    | (2) “Compensation actually paid” to our Co-CEOs and Other NEOs in each of 2025, 2024, 2023, 2022 and 2021 reflects the respective amounts set forth in the “Total” column of the Summary Compensation Table, as adjusted as set forth in the table below (dollars in thousands), in accordance with SEC rules. The dollar amounts reflected in the “Total” column of the Summary Compensation Table and above do not reflect the actual amount of compensation earned by or paid to our Co-CEOs and Other NEOs during the applicable year. For information regarding the decisions made by our management and Compensation Committee in regards to the NEO compensation for each fiscal year, please see the Compensation Discussion & Analysis section of this proxy statement. |

  167. 2025 Director Compensation

    | Covered Year | 2025 | | | 2024 | | | 2023 | | | 2022 | | | 2021 | | | | | Carl H. Lindner III ($) | S. Craig Lindner ($) | Non-PEO NEOs Average ($) | Carl H. Lindner III ($) | S. Craig Lindner ($) | Non-PEO NEOs Average ($) | Carl H. Lindner III ($) | S. Craig Lindner ($) | Non-PEO NEOs Average ($) | Carl H. Lindner III ($) | S. Craig Lindner ($) | Non-PEO NEOs Average ($) | Carl H. Lindner III ($) | S. Craig Lindner ($) | Non-PEO NEOs Average ($) | | Summary Compensation Table “Total” | 11,042.5 | 11,148.3 | 3,172.5 | 11,570.1 | 11,545.8 | 3,038.7 | 9,844.1 | 9,914.6 | 2,919.1 | 12,670.4 | 12,637.9 | 2,854.1 | 12,449.6 | 12,341.7 | 2,639.6 | | Less: Stock Award Values Reported in Summary Compensation Table for Covered Year | (1,500.0) | (1,500.0) | (643.8) | (1,500.0) | (1,500.0) | (626.3) | (1,500.1) | (1,500.1) | (1,066.4) | (1,500.1) | (1,500.1) | (592.6) | (1,500.1) | (1,500.1) | (538.8) | | Plus: Fair Value of Stock Awards Granted in Covered Year | 1,682.0 | 1,682.0 | 721.9 | 1,627.0 | 1,627.0 | 679.3 | 1,349.3 | 1,349.3 | 1,018.1 | 1,537.5 | 1,537.5 | 607.4 | 1,853.5 | 1,853.5 | 665.8 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years | (8.6) | (8.6) | (4.3) | 650.3 | 650.3 | 292.5 | (718.8) | (718.8) | (210.0) | (1.7) | (1.7) | (0.6) | 2,126.9 | 2,126.9 | 718.0 | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year | (226.3) | (226.3) | (67.0) | 111.4 | 111.4 | 29.1 | (89.5) | (89.5) | (22.8) | (25.9) | (25.9) | (8.2) | 341.1 | 341.1 | 110.9 | | Dividends Paid during Covered Year on Unvested Stock Awards | 341.2 | 341.2 | 162.5 | 460.0 | 460.0 | 195.9 | 425.9 | 425.9 | 137.4 | 776.7 | 776.7 | 273.0 | 1,580.8 | 1,580.8 | 541.6 | | Compensation Actually Paid | 11,330.8 | 11,436.6 | 3,341.8 | 12,918.7 | 12,894.4 | 3,609.2 | 9,311.1 | 9,381.5 | 2,775.6 | 13,456.9 | 13,424.4 | 3,133.1 | 16,851.7 | 16,743.8 | 4,137.0 |

  168. 2025 Director Compensation

    | (3) For 2025, 2024 and 2023, the Other NEOs were John B. Berding, Brian S. Hertzman, David L. Thompson and Mark A. Weiss. For 2022, the Other NEOs were John B. Berding, Brian S. Hertzman, Vito C. Peraino and David L. Thompson. For 2021, the Other NEOs were John B. Berding, Michelle A. Gillis, Brian S. Hertzman and Vito C. Peraino. |

  169. 2025 Director Compensation

    | (4) For the relevant fiscal year, the dollar amounts reported represent the cumulative total shareholder return (TSR) of the S&P 500 Property & Casualty Index (“Peer Group TSR”) for the measurement periods ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021, respectively. |

  170. 2025 Director Compensation

    | (5) The dollar amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2025, 2024, 2023, 2022 and 2021, respectively. |

  171. 2025 Director Compensation

    The most important financial performance measures that link “compensation actually paid” to named executive officers in the applicable year to Company performance are listed below. For a description of these financial measures, see pages 45-52.

  172. 2025 Director Compensation

    | Most Important Performance Measures | | Core Earnings per Share | | Book Value per Share Growth vs. Industry Companies One Year and Three Year | | Core Return on Equity One Year and Three Year |

  173. 2025 Director Compensation

    Relationship Between Compensation Actually Paid and Performance Measures In the “Compensation Discussion and Analysis” section beginning on page 37 of this proxy statement, we provide greater detail on the elements of our executive compensation program and our “pay-for-performance” compensation philosophy. We believe the Company’s executive compensation program and the executive compensation decisions included in the Summary Compensation Table and related disclosures appropriately incentivize our Co-CEOs and the Other NEOs for Company and individual performance, assist the Company in retaining our senior leadership team and support long-term value creation for our shareholders. The “compensation actually paid” in each of the years reported above and over the five-year cumulative period are reflective of the Compensation Committee’s emphasis on “pay-for-performance” as the “compensation actually paid” fluctuated year-over-year, primarily due to the result of stock performance and dividends paid and varying levels of achievement against pre-established performance goals. Moreover, awards that may be earned under the Senior Executive Long-Term Incentive Compensation Plan, which represent a substantial percentage of target and maximum incentive compensation for the Co-CEOs payable each year, relate to performance results over a three-year period and may not specifically align the Company’s performance measures with “compensation actually paid” in a particular year. Co-CEO compensation in the tables below are averages of the compensation paid to our Co-CEOs in the applicable year. Relationship Between Compensation Actually Paid to our Co-CEOs and the Average of the Compensation Actually Paid to the Other NEOs and the Company’s Cumulative TSR and Comparison of Company’s Cumulative TSR and Peer Group TSR. The table below reflects the relationship between the “compensation actually paid” for the Company’s Co-CEOs and the average Other NEOs versus the Company’s TSR and the peer group TSR, assuming an initial fixed investment of $100 for the years ended December 31, 2025, 2024, 2023, 2022 and 2021. Relationship Between Compensation Actually Paid to our Co-CEOs and the Average of the Compensation Actually Paid to the Other NEOs and the Company’s Net Income. The table below reflects the relationship between the “compensation actually paid” for the Company’s Co-CEOs and the average Other NEOs versus the Company’s Net Income (in thousands) for the years ended December 31, 2025, 2024, 2023, 2022 and 2021. Net income for 2021 includes the sale of the annuity business to Massachusetts Mutual Life Insurance Company for approximately $3.5 billion of after-tax proceeds. Relationship Between Compensation Actually Paid to our Co-CEOs and the Average of the Compensation Actually Paid to the Other NEOs and the Company’s Core Earnings Per Share. The table below reflects the relationship between the “compensation actually paid” for the Company’s Co-CEOs and the average Other NEOs versus the Company’s Core EPS for the years ended December 31, 2025, 2024, 2023, 2022 and 2021. EQUITY COMPENSATION PLAN INFORMATION The following reflects certain information about common shares authorized for issuance at December 31, 2025, under the Company’s equity compensation plans.

  174. 2025 Director Compensation

    | Plan category | (a) Number of securities to be issued upon exercise of outstanding options, warrants, and rights | (b) Weighted-average exercise price of outstanding options, warrants, and rights | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | Equity compensation plans approved by security holders | — | — | 2,486,513(1) | | Equity compensation plans not approved by security holders | — | — | — | | Total | — | — | 2,436,513(1) |

  175. 2025 Director Compensation

    | (1) Includes 2.18 million shares issuable under the Company’s equity incentive plans and 204,061 shares issuable under AFG’s Employee Stock Purchase Plan. |

  176. 2025 Director Compensation

    Delinquent Section 16(a) REPORTS Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent of a registered class of our stock, to file reports of ownership and changes in ownership with the SEC (“Reporting Parties”). Reporting Parties are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. The Company believes that, for the period from January 1, 2025 through December 31, 2025, its executive officers and directors complied with all filing requirements applicable to them, other than three reports, none of which involved any market transaction. On August 4, 2025, each of the Co-CEOs received a distribution of shares from a family trust over which they have no control. On December 16, 2025, Mr. Lindner III gifted shares. In each case, a Section 16(a) form was thereafter filed reporting the transactions. The Company based its determination on its review of such forms filed electronically or written representations from certain Reporting Parties.

  177. 2025 Director Compensation

    | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on Wednesday, May 20, 2026. The Proxy Statement and Annual Report to Shareholders and Form 10-K are available at www.AFGinc.com. |

  178. Do I have an opportunity to cumulate my votes for director nominees?

    Do I have an opportunity to cumulate my votes for director nominees? Cumulative voting allows a shareholder to multiply the number of shares owned on the record date by the number of directors to be elected and to cast the total for one nominee or distribute the votes among the nominees as the shareholder desires. Shareholders of the Company have cumulative voting rights in the election of directors if certain conditions are met. In order for cumulative voting to apply, notice of cumulative voting must be given in writing to the Company’s Secretary not less than 48 hours before the time fixed for the holding of the meeting. As of the date of this proxy statement, the Company has not received a notice from any shareholder requesting cumulative voting. If proper notice of cumulative voting is received by the Company, the 12 nominees who receive the greatest number of votes will be elected, subject to the tender of resignation and related procedures set forth above under, “What vote is required to approve each proposal” with respect to incumbent directors who fail to receive more votes in favor than votes withheld. The authority solicited by this proxy statement includes discretionary authority to cumulate votes in the election of directors. If cumulative voting is in effect with respect to the election of directors, the named proxies reserve the right to cumulate the votes represented by the proxies they receive and distribute such votes in accordance with their sole discretion, except that shareholders’ votes will not be cast for a nominee as to whom such shareholder instructs that such votes be cast “AGAINST” or “ABSTAIN.” Other Matters Copies of Annual Report on Form 10-K The Company makes available on its website all of its filings that are made electronically with the Securities and Exchange Commission (“SEC”), including Forms 10-K, 10-Q and 8-K. To access these filings, go to the Company’s website (www.AFGinc.com), click on “Investor Relations” on the home page and select “Financial Information.” Copies of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, including financial statements and schedules, as filed with the SEC, are also available without charge to shareholders upon written request addressed to: Investor Relations American Financial Group, Inc. Great American Insurance Group Tower 301 East Fourth Street Cincinnati, Ohio 45202 Submitting Shareholder Proposals for the 2027 Annual Meeting of Shareholders Under the rules and regulations of the SEC, any proposal that a shareholder of the Company intends to present at the annual meeting of shareholders to be held in 2027 and which such shareholder desires to have included in the Company’s proxy materials for such meeting must be received by the Secretary of the Company not less than 120 calendar days before the one-year anniversary date of this year’s proxy statement, or December 4, 2026. Our Regulations, as they may be amended from time to time, may contain additional requirements for matters to be properly presented at annual meetings of shareholders. The proxy card used by AFG for the annual meeting typically grants authority to management to vote in its discretion on any matters that come before the meeting for which adequate notice has not been received. In order for a notice to be deemed adequate for the 2027 annual meeting, it must be received by February 17, 2027. Shareholders wishing to nominate a director candidate must provide written notice at least 90 and not more than 120 days prior to the annual meeting to the Secretary of the Company setting forth or accompanied by: (1) certain biographical, stock ownership and investment intent disclosures about the proposed nominee as set forth in the Regulations; (2) certain biographical, stock ownership and hedging or similar activity disclosures about the shareholder giving the notice and specified persons associated with such shareholder as set forth in the Regulations; (3) verification of the accuracy or completeness of any nomination information at the Company’s request; (4) a statement that a nomination that is inaccurate or incomplete in any manner shall be disregarded; (5) a representation that the shareholder was a record holder of the Company’s voting stock and intended to appear, in person or by proxy, at the meeting to make the nomination; and (6) the consent of each such nominee to serve as director if elected. In addition, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees at the 2027 annual meeting must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than December 4, 2026.