🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for American Financial Group, Inc. (AFG). It's an official notice and information packet sent to shareholders before the annual meeting. Think of it as the company's agenda and report card for the year, asking shareholders to vote on key issues.

👉 Why it matters: As a shareholder, this document tells you what you're voting on, who is running the company, how they are paid, and how the company is governed. Your vote shapes the future leadership and policies.

🏢 What The Company Does

In simple terms, AFG is a specialty property and casualty (P&C) insurance company. It operates through its Great American Insurance Group, which has a history dating back to 1872.

AFG focuses on niche insurance markets where it aims to be a top player. It makes money by collecting premiums and then managing its investment portfolio wisely. A key metric showing its skill is that its specialty P&C group has had a combined ratio (a measure of underwriting profitability) under 94% for 13 consecutive years.

📅 Annual Meeting Details

• When: Wednesday, May 20, 2026, at 11:00 a.m. Eastern Time.
• Where: It's a virtual meeting held online. You can attend, vote, and ask questions at: www.virtualshareholdermeeting.com/AFG2026.
• Record Date: You can vote if you owned shares on March 27, 2026.
• How to Vote: You can vote online (www.proxyvote.com), by phone ((800) 690-6903), by mail, or live during the virtual meeting.

🗳️ Proposals You Vote On

Shareholders are asked to vote on three main items. The Board of Directors recommends a FOR vote on all of them:

1. Elect 12 Directors: You vote to approve the 12 people nominated to oversee the company on your behalf.
2. Ratify the Auditor: You approve the selection of the independent accounting firm that checks AFG's financial books.
3. Approve Executive Compensation (Say-on-Pay): This is an advisory vote to approve how the top executives are paid.

👥 Meet the Board Nominees

The board has 12 nominees, led by the Co-CEOs, Carl H. Lindner III and S. Craig Lindner. The group includes a mix of insiders with deep company knowledge and independent outsiders with expertise in finance, governance, law, and other industries.

👉 Why it matters: A strong, independent board provides critical oversight. AFG highlights that its key committees (Audit, Compensation, Governance) are 100% independent. The board also has a Lead Independent Director, Gregory G. Joseph, to ensure strong independent leadership.

💰 Executive Compensation Highlights

AFG's pay philosophy is "pay-for-performance," meaning a large chunk of executive pay is tied directly to company performance.

• Named Executive Officers (NEOs): Includes Co-CEOs Carl H. Lindner III and S. Craig Lindner, President John B. Berding, CFO Brian S. Hertzman, and Great American Insurance Group President David L. Thompson.
• Key 2025 Performance Metrics:
  • Core Net Operating Earnings Per Share: $10.29
  • Core Operating Return on Equity: 18.2%
  • Growth in Book Value per Share + Dividends: 17.2%
• Capital Returned to Shareholders: AFG returned $707 million in 2025 through regular dividends ($274M), special dividends ($334M), and share repurchases ($99M).
• Pay Structure: A majority of Co-CEO compensation is performance-based and long-term. Notably, the Co-CEOs have had no increase in base salary, annual incentive target, or long-term incentive target for the past five years.

🏛️ Corporate Governance Practices

AFG outlines several strong governance policies it follows:

• Shareholder Rights: No "poison pill" defense, and shareholders have the right to call a special meeting.
• Board Evaluations: The board undergoes an annual evaluation conducted by an outside third party.
• Stock Ownership: Directors and executives are required to own significant amounts of company stock, aligning their wealth with shareholders. For example, each Co-CEO must own stock worth five times their base salary.
• Clawback Policy: The company has a policy to recover compensation if financial results are later restated.

🔮 What's Next & Strategic Direction

The company emphasizes its focus on creating long-term shareholder value through disciplined underwriting, strong investment income, and strategic capital allocation. It regularly engages with shareholders to discuss strategy, governance, and performance.

⚖️ The Big Picture: Strengths & Risks

• 👍 Strengths: A long history (150+ years), consistent underwriting profitability (strong combined ratio), high financial strength ratings (A+ from AM Best), and a governance structure designed for independent oversight. The Co-CEO model is presented as a unique strength providing deep, complementary leadership.
• ⚠️ Risks: As an insurer, AFG is exposed to catastrophic losses, competitive market pressures, and fluctuations in investment markets. The dual-Co-CEO structure, while touted as a strength, could present succession or decision-making complexities.

🧠 The Analogy

Think of AFG as a high-performance, specialized ship (the insurance company) that has sailed for over 150 years. The Board of Directors is the navigational council, setting the course and watching for icebergs. The Co-CEOs (Lindner III & Lindner) are the joint captains, each expert in a critical part of the ship (underwriting and investments). The executive compensation plan is their reward system, tightly linked to how efficiently and profitably the ship runs (company performance). This proxy statement is the voyage plan and crew report shared with all the ship's owners (shareholders) for their approval.

📇 Key Contacts & People

• Board Communications & Secretary:
  • Joseph C. Alter, Vice President, Deputy General Counsel & Secretary
• Lead Independent Director:
  • Gregory G. Joseph

🧩 Final Takeaway

This proxy statement seeks shareholder approval for AFG's experienced leadership slate and a compensation plan that heavily ties pay to performance. The company is highlighting its strong governance, consistent financial discipline, and track record of returning capital to shareholders as key reasons to support its current direction.