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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): November 7, 2025
F&G Annuities & Life, Inc.
(Exact Name of Registrant as Specified in its Charter)
001-41490
(Commission File Number)
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| 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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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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 November 7, 2025, F&G Annuities & Life, Inc. (“F&G”) issued a press release announcing a special stock distribution (the “Distribution”) of F&G common stock by its majority-owned parent, Fidelity National Financial, Inc. (“FNF”), to FNF shareholders. The Distribution will consist of approximately 16 million shares of F&G’s common stock currently owned by FNF, representing approximately 12% of the outstanding shares of F&G’s common stock.
The foregoing description of the press release announcing the Distribution 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.
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Exhibit | | Description |
99.1 | | Press release announcing Fidelity National Financial, Inc Distribution of F&G Annuities & Life, Inc. Ownership to FNF Shareholders. |
| 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.
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| F&G Annuities & Life, Inc. |
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| Date: November 10, 2025 | By: | /s/ Michael L. Gravelle |
| | Name: | Michael L. Gravelle |
| | Title: | Executive Vice President, General Counsel and Corporate Secretary |
