F&G Annuities (FG) major owner FNF pays special stock dividend

Rhea-AI Filing Summary

Fidelity National Financial, Inc. (FNF), a director and major shareholder of F&G Annuities & Life, Inc., reported a large internal distribution of F&G common stock. FNF’s board had approved a special stock dividend of 16,280,204 shares of F&G common stock owned by FNF, to be distributed to FNF stockholders of record as of 4:30 p.m. ET on December 17, 2025, and this dividend was paid on December 31, 2025.

Following this transaction, FNF reports 94,203,039 F&G shares held directly, plus additional F&G shares held indirectly through three wholly owned subsidiaries: 253,246 shares at Chicago Title Insurance Company, 115,630 shares at Fidelity National Title Insurance Company, and 90,432 shares at Commonwealth Land Title Insurance Company.

Insights

Equity ownership & governance analyst

FNF’s Form 4 shows a large stock dividend of FG shares to its own shareholders while retaining a substantial direct and indirect stake.

Fidelity National Financial, Inc. disclosed that its board approved a special stock dividend of 16,280,204 shares of F&G Annuities & Life, Inc. common stock that FNF owned. These shares were distributed to FNF stockholders of record as of December 17, 2025, with the dividend paid on December 31, 2025. The Form 4 records this as a transaction in FNF’s capacity as a director and significant owner of F&G.

After the distribution, FNF still reports 94,203,039 FG shares held directly, indicating it remains a major shareholder. The filing also details indirect holdings at three wholly owned subsidiaries: 253,246 shares at Chicago Title Insurance Company, 115,630 shares at Fidelity National Title Insurance Company, and 90,432 shares at Commonwealth Land Title Insurance Company. The transaction code J with a price of $0 underscores that this was a non-cash stock dividend rather than an open-market sale.

This event primarily reflects a change in how FNF’s F&G stake is held and distributed among FNF’s own stockholders, rather than a capital-raising transaction by F&G. Subsequent company filings may provide additional context on any effects on ownership dispersion or governance dynamics at F&G.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fidelity National Financial, Inc.

(Last) (First) (Middle)

601 RIVERSIDE AVE

(Street)

JACKSONVILLE FL 32204

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
F&G Annuities & Life, Inc. [ FG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/31/2025		J(1)		16,280,204	D	$0	94,203,039	D
Common Stock								253,246	I	See Footnote(2)
Common Stock								115,630	I	See Footnote(3)
Common Stock								90,432	I	See Footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On November 7, 2025, Fidelity National Financial, Inc. ("FNF") announced that its Board of Directors had approved a special stock dividend of 16,280,204 shares of common stock, par value $0.001 per share, of F&G Annuities & Life, Inc. owned by FNF to FNF stockholders of record as of 4:30 p.m. ET on December 17, 2025. The distribution of the special stock dividend was made on December 31, 2025.

2. Reflects securities held directly by Chicago Title Insurance Company, a wholly-owned subsidiary of FNF.

3. Reflects securities held directly by Fidelity National Title Insurance Company, a wholly-owned subsidiary of FNF.

4. Reflects securities held directly by Commonwealth Land Title Insurance Company, a wholly-owned subsidiary of FNF.

Remarks:

	FIDELITY NATIONAL FINANCIAL, INC By: /s/Michael L. Gravelle Executive Vice President, General Counsel and Corporate Secretary	12/31/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did FNF disclose in this Form 4 related to F&G Annuities (FG)?

Fidelity National Financial, Inc. reported that it distributed a special stock dividend of 16,280,204 shares of F&G Annuities & Life, Inc. common stock that it owned to FNF stockholders, with the distribution made on December 31, 2025.

When was the special stock dividend of FG shares paid by FNF?

The special stock dividend of 16,280,204 FG shares approved by Fidelity National Financial, Inc.’s board was distributed to FNF stockholders on December 31, 2025, to holders of record as of 4:30 p.m. ET on December 17, 2025.

How many FG shares does FNF report owning after the dividend?

Following the reported transaction, Fidelity National Financial, Inc. reports 94,203,039 shares of F&G Annuities & Life, Inc. common stock held directly, plus additional indirect holdings through its wholly owned subsidiaries.

What indirect holdings of FG shares does FNF report through subsidiaries?

The filing states that F&G shares are held indirectly by FNF’s wholly owned subsidiaries: 253,246 shares at Chicago Title Insurance Company, 115,630 shares at Fidelity National Title Insurance Company, and 90,432 shares at Commonwealth Land Title Insurance Company.

Was the FG share transaction a sale for cash by FNF?

No. The Form 4 describes the transaction as a special stock dividend of 16,280,204 FG shares to FNF stockholders with a reported price of $0, indicating it was a non-cash distribution rather than a market sale.

What is FNF’s relationship to F&G Annuities & Life, Inc. (FG)?

Fidelity National Financial, Inc. is listed in the Form 4 as a director of F&G Annuities & Life, Inc. and a significant shareholder, with both direct and indirect beneficial ownership of FG common stock.