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

Rhea-AI Summary

Fidelity National Financial (NYSE: FNF) and F&G Annuities & Life (NYSE: FG) announced FNF's board approved a special stock distribution of approximately 16 million FG shares (about 12% of FG) to FNF shareholders.

The Distribution Date is December 31, 2025 for shareholders of record at 4:30 p.m. ET on December 17, 2025. Based on ~271 million FNF shares outstanding as of Nov 5, 2025, FNF estimates ~six FG shares per 100 FNF shares. No fractional FG shares will be issued; cash will be paid in lieu. The Distribution is intended to be a taxable dividend for U.S. federal income tax purposes.

Positive

• Distribution of ~16 million FG shares to FNF shareholders
• Represents ~12% of FG outstanding
• Estimated ratio: ~6 FG shares per 100 FNF shares
• Distribution scheduled for December 31, 2025
• Aims to enhance FG market liquidity and investor access

Negative

• Distribution is intended as a taxable dividend for U.S. shareholders
• Final ratio depends on FNF shares outstanding on Dec 17, 2025
• No fractional FG shares; cash-in-lieu may produce small cash proceeds

Insights

Capital Markets Strategist

FNF will distribute ~12% of FG to its shareholders on December 31, 2025, increasing FG free float and direct shareholder exposure.

Fidelity National Financial is planning a pro rata stock distribution of roughly 16 million shares — about 12% of FG — to its shareholders of record as of December 17, 2025, with the Distribution Date set for December 31, 2025. The mechanics are straightforward: approximately six FG shares for every 100 FNF shares outstanding, no fractional shares (cash in lieu), and the company intends the payment to be taxable as a dividend for U.S. federal income tax purposes.

The move increases FG's public float and directly transfers ownership from a majority parent stake to many retail and institutional holders. That change can improve liquidity and broaden access, but it also shifts voting alignment and could increase secondary-market supply around the Distribution Date. Beneficial outcomes depend on market reception; the press release states the Distribution "is intended to unlock shareholder value" and frames it as a confidence signal in FG's prospects.

Watch the final distribution ratio determined on the Record Date December 17, 2025, expected account postings after the Distribution Date December 31, 2025, and any SEC filings that quantify outstanding share counts or tax guidance. Near-term monitoring should focus on trading volumes and any issuer filings clarifying tax treatment and residual parent ownership after the transfer.

JACKSONVILLE, Fla. and DES MOINES, Iowa, Nov. 7, 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") today announced that FNF's Board of Directors has approved a special stock distribution (the "Distribution") to FNF's shareholders of approximately 16 million shares of common stock of F&G owned by FNF, a majority owned subsidiary of FNF, representing approximately 12% of the outstanding shares of F&G's common stock.

The Distribution by FNF of the special stock distribution will be made on December 31, 2025 (the "Distribution Date") to all of FNF's 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 of FNF's shareholders on the Record Date. As of November 5, 2025, FNF had approximately 271 million shares of its common stock, par value $0.001 per share, outstanding. Based on such number, FNF estimates that FNF's shareholders will receive approximately six shares of F&G's common stock for every 100 shares of FNF's common stock held as of the close of business on the Record Date. The final distribution ratio will be determined based on the number of shares of FNF's common stock outstanding on the Record Date.

No fractional shares of F&G's common stock will be distributed. Instead, FNF's shareholders will receive cash in lieu of any fraction of a share of F&G's common stock that they otherwise would have received. The Distribution is intended to be structured as a taxable dividend to FNF shareholders for U.S. federal income tax purposes.

This distribution reflects FNF's confidence in F&G's long-term prospects and is intended to unlock shareholder value by enhancing market liquidity and broadening investor access to F&G's shares.

Information Regarding the Distribution

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

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

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's common stock and F&G's 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 fnf.com.

About F&G
F&G Annuities & Life, Inc. 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 https://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.

Lisa Foxworthy-Parker
SVP of Investor & External Relations
Investors@fnf.com
515.330.3307

 

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SOURCE Fidelity National Financial, Inc.

FAQ

What is the FNF distribution of FG shares and when is it effective?

FNF will distribute approximately 16 million FG shares (about 12% of FG) on December 31, 2025 to shareholders of record on December 17, 2025.

How many FG shares will FNF shareholders receive per FNF share?

Based on ~271 million FNF shares outstanding as of Nov 5, 2025, FNF estimates about six FG shares per 100 FNF shares; final ratio set on the Record Date.

Will FNF shareholders owe taxes on the FG share distribution?

The company intends the Distribution to be treated as a taxable dividend for U.S. federal income tax purposes.

What happens to fractional FG shares from the distribution?

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

Do FNF shareholders need to take any action to receive FG shares?

No action or payment is required; shareholders of record on Dec 17, 2025 will receive FG shares automatically.

Where can investors find more information about the FNF and FG distribution?

Further information is available at investor.fnf.com, investors.fglife.com, and the SEC website (sec.gov).