Item 8.01 Other Events.

On May 21, 2020 American Financial Group, Inc. (the "Registrant") entered into a Purchase Agreement (the "Purchase Agreement") among the Registrant and BofA Securities, Inc., Morgan Stanley & Co. LLC, UBS Securities LLC, Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters, relating to the offering and sale in an underwritten public offering (the "Offering"), of $150,000,000 in aggregate principal amount of 5.625% Subordinated Debentures due 2060 (the "Debentures"). The Debentures will be issued under an indenture dated as of September 23, 2014 between the Registrant and U.S. Bank National Association, as Trustee, as supplemented by the Fifth Supplemental Indenture to be dated as of May 29, 2020. The Offering is expected to close on May 29, 2020, subject to customary closing conditions.

The Debentures have been registered under the Securities Act of 1933 (the "Act") pursuant to a registration statement on Form S-3 (File No. 333-223216) (such registration statement, as amended, collectively with all documents incorporated in such registration statement by reference, the "Registration Statement") previously filed with the Securities and Exchange Commission on February 26, 2018 under the Act.

For a description of the Debentures, see the materials set forth in the section captioned "Description of Debt Securities" in the Registration Statement and the materials set forth in the section captioned "Description of Debentures" in the Prospectus Supplement of the Registrant dated May 21, 2020 and filed with the Commission on May 22, 2020 pursuant to Rule 424(b) under the Act, which is incorporated by reference in this Current Report on Form 8-K.

This Current Report on Form 8-K is being filed to report as exhibits certain documents in connection with the Offering for incorporation by reference into the registration statement. The foregoing description of the Debentures and the other documents relating to this transaction does not purport to be complete and is qualified in its entirety by reference to the full text of these securities and documents, forms or copies of which are incorporated by reference in this Current Report on Form 8-K.

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Item 9.01 Financial Statements and Exhibits.





(d)     Exhibits.
        1    Purchase Agreement dated as of May 21, 2020 among the Registrant and
             BofA Securities, Inc., Morgan Stanley & Co. LLC, UBS Securities LLC,
             Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as
             representatives of the several underwriters.
       4.1   Subordinated Debt Securities Indenture dated as of September 23, 2014,
             between the Registrant, as Issuer, and U.S. Bank National Association,
             as Trustee (incorporated by reference to Exhibit 4.1 to the
             Registration Statement on Form 8-A (File No. 001-13653), filed by the
             Registrant on September 23, 2014).
       4.2   Form of Fifth Supplemental Indenture to be dated as of May 29, 2020
             between the Registrant, as Issuer and U.S. Bank National Association,
             as Trustee (incorporated by reference to Exhibit 4.2 to the
             Registration Statement on Form 8-A (File No. 001-13653), filed by the
             Registrant on May 26, 2020).
       4.3   Form of 5.625% Subordinated Debentures due 2060 (incorporated by
             reference to Exhibit 4.3 to the Registration Statement on Form 8-A
             (File No. 001-13653), filed by the Registrant on May 26, 2020).
        5    Opinion of Keating Muething & Klekamp PLL.
       23    Consent of Keating Muething & Klekamp PLL (included in Exhibit 5).
       104   Cover page Interactive Date File (embedded within Inline XBRL
             document).

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