F&G (FG): FNF to distribute ~16M shares, ≈12% outstanding

F&G Annuities & Life, Inc. (FG) announced that its majority-owned parent, Fidelity National Financial, Inc. (FNF), plans a special stock distribution of F&G common stock to FNF shareholders.

Rhea-AI Filing Summary

F&G Annuities & Life, Inc. (FG) announced that its majority-owned parent, Fidelity National Financial, Inc. (FNF), plans a special stock distribution of F&G common stock to FNF shareholders. The distribution comprises approximately 16 million shares of F&G common stock currently owned by FNF, representing approximately 12% of F&G’s outstanding shares.

The company furnished a press release dated November 7, 2025 as Exhibit 99.1, which is incorporated by reference. No additional terms were included in the excerpt.

Insights

Capital markets analyst

FNF announced a distribution of ~16M FG shares (≈12% outstanding); effects hinge on market dynamics.

FNF disclosed a special stock distribution of about 16 million F&G shares, described as roughly 12% of F&G’s outstanding common stock. These shares are currently held by FNF and will be distributed to FNF shareholders, per the announcement dated November 7, 2025.

The action increases the tradable supply of FG shares relative to prior ownership concentration at FNF, but the excerpt does not specify timing, mechanics, or any conditions beyond the announcement. Actual market impact depends on recipient holder decisions and subsequent trading activity.

The press release is filed as Exhibit 99.1. Subsequent disclosures may detail record dates, distribution ratios, or settlement procedures if applicable.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did F&G (FG) announce regarding its common stock?

F&G reported that parent company FNF announced a special stock distribution of F&G common shares to FNF shareholders.

How many FG shares are included in the distribution?

The distribution comprises approximately 16 million shares of F&G common stock currently owned by FNF.

What portion of F&G’s outstanding shares does this represent?

The distribution represents approximately 12% of F&G’s outstanding shares.

Who will receive the FG shares from the distribution?

FNF shareholders will receive the FG shares as part of the special stock distribution.

When was the distribution announced?

It was announced on November 7, 2025, and the press release was filed as Exhibit 99.1.

Where can I find more details about the distribution?

See Exhibit 99.1 (the press release), which is incorporated by reference.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/10/2025 - 07:41 AM Learn about SEC filing dates

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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)

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 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.

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.

			F&G Annuities & Life, Inc.
Date: November 10, 2025			By:			/s/ Michael L. Gravelle
						Name:			Michael L. Gravelle
						Title:			Executive Vice President, General Counsel and Corporate Secretary