Fidelity National Financial and F&G Annuities & Life Announce Final Distribution Ratio for Planned Distribution of Approximately 12% Ownership of F&G to FNF Shareholders

Rhea-AI Summary

Fidelity National Financial (NYSE: FNF) and F&G (NYSE: FG) announced FNF's Board set the final ratio for a special stock distribution: 16,280,204 shares of F&G, representing approximately 12% of FG outstanding, will be distributed pro rata to FNF shareholders.

The Distribution Date is December 31, 2025 to holders of record at 4:30 p.m. ET on December 17, 2025. Based on 271,336,723 FNF shares outstanding, holders will receive 6 FG shares per 100 FNF shares. No fractional FG shares will be issued; cash will be paid in lieu of fractions. The distribution is structured as a taxable distribution expected to be treated as a dividend for U.S. federal income tax purposes.

Positive

• 16,280,204 FG shares to be distributed
• ~12% of FG outstanding transferred to FNF shareholders
• 6 FG shares per 100 FNF shares distribution ratio
• No shareholder action required to receive FG shares

Negative

• Distribution is structured as a taxable dividend for U.S. federal income tax purposes
• No fractional FG shares; shareholders receive cash in lieu which may complicate holdings
• FNF reduces its direct ownership of FG by approximately 12%

Key Figures

FG shares in distribution 16,280,204 shares F&G common stock to be distributed by FNF

Ownership stake distributed 12% Approximate F&G ownership portion FNF will distribute

FNF shares outstanding 271,336,723 shares FNF common shares outstanding as of Record Date

Distribution ratio 6 FG per 100 FNF Pro rata stock distribution to FNF shareholders

Par value $0.0001 per share Par value of FNF common stock

Record Date time 4:30 p.m. ET Cutoff time on December 17, 2025 for FNF shareholders

Distribution Date December 31, 2025 Date F&G shares and cash in lieu will be distributed

Tax treatment Taxable dividend Expected U.S. federal income tax treatment of Distribution

Market Reality Check

$30.04 Last Close

Volume Volume 463,443 is 2.35x the 20-day average of 197,430, indicating elevated pre-news activity. high

Technical Shares at $32.83 trade below the 200-day MA of $33.13, 31.26% below the 52-week high and 14.39% above the 52-week low.

Peers on Argus

FG was down 4.79% pre-release, while key life-insurance peers showed mixed, modest moves between about -0.26% (BHF) and 0.56% (GNW), suggesting stock-specific dynamics rather than a broad sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 07	Dividend increase	Positive	+3.1%	Raised common dividend to $0.25 and declared preferred dividend.
Nov 07	Ownership distribution	Positive	+3.1%	Announced planned distribution of about 12% of FG from FNF.
Nov 06	Earnings results	Positive	+3.1%	Reported Q3 2025 profit with higher AUM and strong sales metrics.
Oct 22	Earnings call notice	Neutral	-0.5%	Announced timing and access details for F&G Q3 earnings call.
Oct 22	Parent earnings notice	Neutral	-0.5%	FNF scheduled Q3 2025 earnings release and highlighted FG stake.

Pattern Detected

Positive fundamentals and capital actions (earnings, dividend hike, initial distribution announcement) recently coincided with similar +3.15% next-day gains, while neutral scheduling news saw slight -0.51% moves.

Recent Company History

Over the past few months, F&G reported strong Q3 2025 earnings with improved profitability and asset growth on Nov 6, followed by a 14% dividend increase to $0.25 per share and the initial announcement of FNF’s plan to distribute about 12% of F&G on Nov 7. Earlier, both F&G and FNF set dates for their Q3 2025 earnings calls on Oct 22. Today’s release finalizes the distribution ratio and mechanics of that previously announced stock distribution.

Market Pulse Summary

The stock moved -5.5% in the session following this news. A negative reaction despite largely procedural news about the final distribution ratio would fit a pattern where neutral scheduling announcements previously coincided with modest -0.51% moves. The market may periodically reassess valuation after strong earnings and a dividend hike that earlier produced +3.15% gains. As this distribution is structured as a taxable dividend and clarifies mechanics rather than economics, any sharp downside could have reflected profit-taking or positioning shifts rather than a clear change in F&G’s underlying fundamentals.

Key Terms

pro rata financial

"The Distribution will consist of a pro rata common stock distribution"

Pro rata means dividing or distributing something proportionally based on a specific factor, such as ownership or contribution. For example, if an investor owns 10% of a company, they would receive 10% of any dividends or benefits allocated. This approach ensures everyone gets their fair share relative to their stake or input, helping investors understand how benefits, costs, or responsibilities are fairly shared.

record date financial

"shareholders of record as of 4:30 p.m. ET on December 17, 2025"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

distribution date financial

"The Distribution will be made on December 31, 2025 (the "Distribution Date")"

The distribution date is the day a company, fund, or trust actually pays out cash or other assets to its shareholders or unitholders. Think of it as the payday when owners receive dividends, interest, or capital gains distributions; it matters to investors because it determines when you get the money, can affect the security’s price that day, and has tax and cash-flow consequences.

book-entry form financial

"F&G common stock issued in the Distribution will be in book-entry form"

A book-entry form is an electronic record showing ownership of securities instead of a paper certificate; think of it like a bank account ledger that notes who owns shares. It matters to investors because it makes buying, selling and transferring securities faster, safer and cheaper by reducing paperwork, loss or forgery risk, and enabling easier settlement through brokers or a central depository.

information statement regulatory

"An information statement (the "Information Statement") describing the Distribution"

An information statement is a formal document companies distribute to investors and the public to explain important facts about a corporate action, transaction, or situation — for example changes in management, business plans, or financial events. It’s like a clear, written notice that lays out what happened and why it matters, helping investors judge risk and make decisions without being asked to vote. Reliable, timely information can affect share prices and investor trust.

AI-generated analysis. Not financial advice.

JACKSONVILLE, Fla. and DES MOINES, Iowa, Dec. 18, 2025 /PRNewswire/ -- Fidelity National Financial, Inc. (NYSE: FNF) ("FNF"), a leading provider of title insurance and transaction services to the real estate and mortgage industries, and F&G Annuities & Life, Inc. (NYSE: FG) ("F&G"), a majority-owned subsidiary of FNF, today announced that FNF's Board of Directors has determined the final distribution ratio relating to its previously announced special stock distribution (the "Distribution") to FNF shareholders. The Distribution will consist of 16,280,204 shares of F&G common stock owned by FNF, representing approximately 12% of the outstanding shares of F&G common stock.

The Distribution will be made on December 31, 2025 (the "Distribution Date") to FNF shareholders of record as of 4:30 p.m. ET on December 17, 2025 (the "Record Date"). The Distribution will consist of a pro rata common stock distribution to each FNF shareholder of record as of the Record Date.

As of the Record Date, FNF had 271,336,723 shares of its common stock, par value $0.0001 per share, outstanding. Based on such number, FNF shareholders will receive six shares of F&G common stock for every 100 shares of FNF common stock held as of the Record Date. No fractional shares of F&G common stock will be distributed. Instead, FNF shareholders will receive cash in lieu of any fraction of a share of F&G common stock that they otherwise would have received.

The Distribution of F&G common stock, and any cash in lieu of fractional shares, will be structured as a taxable distribution that is expected to be treated as a dividend to FNF shareholders for U.S. federal income tax purposes.

Information Regarding the Distribution

No vote or action is required by FNF shareholders in order to receive the Distribution of shares of F&G common stock.

FNF shareholders of record as of the Record Date will receive account statements reflecting their ownership interest in shares of F&G common stock. F&G common stock issued in the Distribution will be in book-entry form. FNF shareholders who hold their shares through brokers or other nominees will have their shares of F&G common stock credited to their accounts by their nominees or brokers. FNF shareholders will not be required to pay cash or other consideration for the shares of F&G common stock to be distributed to them, or surrender or exchange their shares of FNF common stock to receive the Distribution.

An information statement (the "Information Statement") describing the Distribution will be distributed to FNF shareholders of record as of the Record Date. The Information Statement and further information regarding the Distribution and FNF and F&G may be found at investor.fnf.com, and investors.fglife.com, respectively, and reports of FNF and F&G which may be accessed through the SEC's website at www.sec.gov.

You are encouraged to consult with your financial advisor regarding the specific implications of trading FNF common stock and F&G common stock prior to or on the Distribution Date.

This press release is not an offer to sell, or a solicitation of an offer to buy, any securities.

About Fidelity National Financial, Inc.

Fidelity National Financial, Inc. (NYSE: FNF) is a leading provider of title insurance and transaction services to the real estate and mortgage industries. FNF is the nation's largest title insurance company through its title insurance underwriters - Fidelity National Title, Chicago Title, Commonwealth Land Title, Alamo Title and National Title of New York - that collectively issue more title insurance policies than any other title company in the United States. More information about FNF can be found at www.fnf.com.

About F&G

F&G Annuities & Life, Inc. (NYSE: FG) is committed to helping Americans turn their aspirations into reality. F&G is a leading provider of insurance solutions serving retail annuity and life customers and institutional clients and is headquartered in Des Moines, Iowa. For more information, please visit www.fglife.com.

Forward-Looking Statements and Risk Factors

This press release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding our expectations, hopes, intentions or strategies regarding the future are forward-looking statements. Forward-looking statements are based on management's beliefs, as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to: changes in general economic, business, political crisis, war and pandemic conditions, including ongoing geopolitical conflicts; consumer spending; government spending; the volatility and strength of the capital markets; investor and consumer confidence; foreign currency exchange rates; commodity prices; inflation levels; changes in trade policy; tariffs and trade sanctions on goods; trade wars; supply chain disruptions; weakness or adverse changes in the level of real estate activity, which may be caused by, among other things, high or increasing interest rates, a limited supply of mortgage funding or a weak U.S. economy; our potential inability to find suitable acquisition candidates; our dependence on distributions from our title insurance underwriters as a main source of cash flow; significant competition that F&G and our operating subsidiaries face; compliance with extensive government regulation of our operating subsidiaries, including regulation of title insurance and services and privacy and data protection laws; systems damage, failures, interruptions, cyberattacks and intrusions, or unauthorized data disclosures; and other risks detailed in the "Statement Regarding Forward-Looking Information," "Risk Factors" and other sections of FNF's Form 10-K and F&G's Form 10-K and other filings with the Securities and Exchange Commission made by both FNF and F&G.

View original content:https://www.prnewswire.com/news-releases/fidelity-national-financial-and-fg-annuities--life-announce-final-distribution-ratio-for-planned-distribution-of-approximately-12-ownership-of-fg-to-fnf-shareholders-302646229.html

SOURCE Fidelity National Financial, Inc.

FAQ

What is the FG distribution ratio for FNF shareholders on December 18, 2025?

FNF's Board set the ratio at 6 FG shares for every 100 FNF shares, based on 271,336,723 FNF shares outstanding.

When will FNF shareholders receive FG shares (NYSE: FG)?

The Distribution Date is December 31, 2025 to holders of record at 4:30 p.m. ET on December 17, 2025.

How many FG shares are being distributed and what percentage of FG does that represent?

A total of 16,280,204 FG shares will be distributed, representing approximately 12% of FG outstanding.

Will FNF shareholders have to pay or take action to receive FG shares?

No action or payment is required; shares will be distributed pro rata and credited to broker or nominee accounts.

How are fractional FG shares handled in the FNF distribution?

No fractional shares will be distributed; FNF shareholders will receive cash in lieu for any fraction.

How will the distribution be treated for U.S. federal income tax purposes for FNF shareholders?

The distribution is structured as a taxable distribution expected to be treated as a dividend for U.S. federal income tax purposes.