F&G Annuities & Life (NYSE: FG) outlines FNF special share distribution terms

Rhea-AI Filing Summary

F&G Annuities & Life, Inc. reports that majority shareholder Fidelity National Financial, Inc. has set the final terms of a previously announced special distribution of F&G common stock to FNF shareholders. The distribution will consist of 16,280,204 shares of F&G common stock currently owned by FNF, representing approximately 12% of F&G’s outstanding common shares.

On December 31, 2025, FNF shareholders will receive six shares of F&G common stock for every 100 shares of FNF common stock held as of 4:30 p.m. ET on December 17, 2025. The details come from an FNF press release that F&G has furnished as an exhibit.

Insights

Corporate actions analyst

FNF is distributing 16,280,204 F&G shares (about 12% of F&G) to its own shareholders.

The event centers on Fidelity National Financial, Inc. distributing 16,280,204 shares of F&G Annuities & Life, Inc. common stock that FNF currently owns. The filing states this block represents approximately 12% of F&G’s outstanding common shares, indicating a notable shift in how F&G’s equity is held, even though the total shares outstanding at F&G remain unchanged.

Under the terms, FNF shareholders will receive six F&G shares for every 100 FNF shares they held as of December 17, 2025, with the distribution scheduled for December 31, 2025. The mechanics described do not involve F&G issuing new stock; instead, ownership of existing shares moves from FNF to its shareholder base, which may broaden F&G’s shareholder profile without altering its capital structure as described.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 18, 2025

F&G Annuities & Life, Inc. 

(Exact Name of Registrant as Specified in its Charter)

001-41490

(Commission File Number)

Delaware			85-2487422
(State or Other Jurisdiction of  Incorporation)			(IRS Employer Identification No.)
801 Grand Avenue, Suite 2600 Des Moines, Iowa 50309 (Address of Principal Executive Offices) (866) 846-4660 (Registrant’s Telephone Number, Including Area Code) (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol			Name of Each Exchange on Which Registered
F&G Common Stock, $0.001 par value			FG			New York Stock Exchange
7.950% Senior Notes due 2053			FGN			New York Stock Exchange
7.300% Junior Subordinated Notes due 2065			FGSN			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 8.01. Other Events.

On December 18, 2025, Fidelity National Financial, Inc. (“FNF”), the majority shareholder of F&G Annuities & Life, Inc. (“F&G”), issued a press release announcing that FNF had determined the final distribution ratio relating to its previously announced special stock distribution (the “Distribution”) of F&G common stock to FNF shareholders. The Distribution will consist of 16,280,204 shares of F&G common stock currently owned by FNF, representing approximately 12% of the outstanding shares of F&G common stock.

Pursuant to the Distribution, on December 31, 2025, FNF shareholders will receive six shares of F&G common stock for every 100 shares of FNF common stock held as of 4:30 p.m. ET on December 17, 2025.

The foregoing description of the press release announcing the distribution ratio is only a summary and is qualified in its entirety by reference to the full text of the press release, a copy of which is filed as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit						Description
99.1						Press release, dated December 18, 2025.
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			F&G Annuities & Life, Inc.
Date: December 18, 2025			By:			/s/ Michael L. Gravelle
						Name:			Michael L. Gravelle
						Title:			Executive Vice President, General Counsel and Corporate Secretary

FAQ

What stock distribution involving F&G (FG) is described in this filing?

The filing explains that Fidelity National Financial, Inc. will make a special distribution of F&G Annuities & Life, Inc. common stock to FNF shareholders, using shares of F&G that FNF already owns.

How many F&G (FG) shares are being distributed by Fidelity National Financial?

The distribution will consist of 16,280,204 shares of F&G common stock currently owned by Fidelity National Financial, representing approximately 12% of F&G’s outstanding common shares.

What is the distribution ratio for F&G shares to Fidelity National Financial shareholders?

Fidelity National Financial shareholders will receive six shares of F&G common stock for every 100 shares of FNF common stock they held as of the specified record time.

What are the record date and time for the F&G (FG) share distribution?

The record for the distribution is based on FNF shareholders’ holdings as of 4:30 p.m. ET on December 17, 2025.

When will Fidelity National Financial distribute the F&G (FG) shares?

According to the filing, the distribution of F&G common stock to Fidelity National Financial shareholders is scheduled to occur on December 31, 2025.

Where can investors find the full details of the F&G share distribution announcement?

The detailed announcement is contained in a press release issued by Fidelity National Financial, which is attached to the filing as Exhibit 99.1 and incorporated by reference.