[8-K] F&G Annuities & Life, Inc. 7.950% Senior Notes due 2053 Reports Material Event

Rhea-AI Filing Summary

F&G Annuities & Life announced an executive transition in which John Currier will move from his role as President into a senior advisory role reporting to CEO Chris Blunt, and Conor Murphy, currently Chief Financial Officer, has assumed the combined role of President and Chief Financial Officer. The company filed an amendment (Amendment No. 1) to Mr. Murphy's employment agreement to reflect his expanded responsibilities and to revise protections against a material diminution in his President title, excluding the Chief Financial Officer title, Annual Base Salary, or Annual Bonus Opportunity.

The filing references an attached Exhibit 10.1 containing the full amendment text. The disclosed changes describe internal leadership reorganization and a contractual update to the CEO/CFO-turned-President's employment terms; the amendment description in the filing is limited to the excerpts provided and the full terms are in the exhibit.

Positive

• Leadership continuity: Conor Murphy assuming President while remaining CFO retains senior management experience within the company
• Contractual protections: Amendment explicitly guards against a material diminution in title and compensation elements for the promoted executive

Negative

• Change in operating leadership: John Currier transitions out of the President role into an advisory position
• Limited disclosure: Filing summarizes amendments but requires review of Exhibit 10.1 for complete terms and any compensation changes

Insights

Corporate Governance Expert

TL;DR: Leadership reshuffle with contractual protections for the promoted CFO suggests planned succession and formalized role safeguards.

The transition formalizes a shift in executive duties and adds contractual language shielding the new President from a material diminution in title and compensation elements. From a governance perspective, documenting these protections in Amendment No.1 clarifies succession mechanics and preserves executive continuity. The filing cites an exhibit with the full agreement, which is necessary to assess severance, change-in-control, and clawback provisions; those specifics are not included in the summary text and should be reviewed directly in Exhibit 10.1 for full governance implications.

Financial Analyst

TL;DR: Internal promotion and employment amendment are routine operational matters with limited immediate financial impact disclosed here.

The document reports an internal promotion of the CFO to also serve as President and an employment amendment that preserves key title and pay protections. The filing does not disclose changes to compensation amounts, material financial commitments, or operational metrics, so there is no direct evidence of material financial effect. Investors seeking material impact should consult Exhibit 10.1 for any compensation changes tied to the amendment that could affect expense run-rate or incentives.

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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): August 6, 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 1.01. Entry Into a Material Definitive Agreement

The information set forth in Item 5.02 below is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 6, 2025, F&G Annuities & Life, Inc. (“we,” the “Company” or “F&G”) announced that John Currier will transition from his role as President of F&G and Mr. Currier will assume a senior advisory role reporting to Chris Blunt, Chief Executive Officer. In addition, Conor Murphy, who currently serves as the Company's Chief Financial Officer, has also assumed the role of President.

In connection with Mr. Murphy's expanded role as President and Chief Financial Officer of the Company, on August 6, 2025, Mr. Murphy entered into amendment No. 1 to certain Employment Agreement dated April 1, 2025 (the “Agreement”) to:

1.Delete the first sentence of Section 2 of the Agreement and insert the following in lieu thereof:

Employment and Duties. Subject to the terms and conditions of this Agreement, the Company agrees to continue to employ Employee to serve as President and Chief Financial Officer, or in such other capacity as may be mutually agreed by the parties.

2.Delete Section 9(f)(i) of the Agreement and insert the following in lieu thereof:

(i) a material diminution in Employee’s title of President, excluding the Chief Financial Officer title, Annual Base Salary or Annual Bonus Opportunity; or

The foregoing description of Amendment No. 1 to Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference in it’s entirety.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit						Description
10.1						Amendment No. 1 to Employment Agreement between Fidelity & Guaranty Annuities & Life, Inc. and Conor Murphy, dated August 6, 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: August 8, 2025			By:			/s/ Michael L. Gravelle
						Name:			Michael L. Gravelle
						Title:			Executive Vice President, General Counsel and Corporate Secretary

FAQ

Who is taking over as President at F&G (FGN)?

The filing states that Conor Murphy, who is the company's Chief Financial Officer, has assumed the role of President and Chief Financial Officer.

What is John Currier's new role at F&G?

The filing states that John Currier will transition from President to a senior advisory role reporting to CEO Chris Blunt.

Does the filing change Conor Murphy's employment agreement?

Yes. The company filed Amendment No. 1 to Mr. Murphy's employment agreement to reflect his expanded role and to revise provisions related to a material diminution in title, excluding the CFO title, Annual Base Salary, or Annual Bonus Opportunity.

Where can I find the full text of the employment amendment?

The filing indicates the full amendment is attached as Exhibit 10.1 to the Current Report and is incorporated by reference.

Does the filing disclose any changes to compensation amounts for the promoted executive?

No. The summary describes revisions to contract language and protections but does not disclose specific changes to Annual Base Salary or bonus amounts.