FNF CEO receives 39,542-share restricted stock grant

Fidelity National Financial, Inc. Chief Executive Officer Michael J. Nolan received a grant of 39,542 shares of restricted common stock on May 8, 2026, as compensation.

Accepted by SEC EDGAR 05/12/2026 - 04:20 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Fidelity National Financial, Inc. Chief Executive Officer Michael J. Nolan received a grant of 39,542 shares of restricted common stock on May 8, 2026, as compensation. The shares vest in three equal annual installments beginning May 8, 2027. After the grant, Nolan directly owns 601,672.0846 common shares and indirectly holds 14,585.3240 common shares through the Michael J. Nolan Trust. A separate adjustment reflects shares acquired under the company’s Employee Stock Purchase Plan.

Insider Trade Summary

Grant/Award: 39,542 shares

Grant/Award 1 txn

Insider Nolan Michael Joseph

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	39,542	$0.00	$0.00
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 601,672.0846 shares (Direct); Common Stock — 14,585.324 shares (Indirect, Michael J. Nolan Trust)

Footnotes (2)

1. F1. Grant of restricted common stock vesting in three equal annual installments beginning May 8, 2027.
2. F2. Amount adjusted to reflect shares acquired under the registrant's Employee Stock Purchase Plan.

Key Figures

Restricted stock grant: 39,542 shares Grant price: $0.0000 per share Direct holdings after grant: 601,672.0846 shares +2 more

5 metrics

Restricted stock grant 39,542 shares Granted May 8, 2026 to CEO as restricted common stock

Grant price $0.0000 per share Reported price for restricted common stock grant

Direct holdings after grant 601,672.0846 shares Common stock directly owned by Michael J. Nolan after transaction

Indirect holdings after update 14,585.3240 shares Common stock held through Michael J. Nolan Trust

Vesting schedule 3 equal annual installments Restricted shares vest beginning May 8, 2027

Key Terms

restricted common stock, Employee Stock Purchase Plan, grant/award acquisition, indirect ownership

4 terms

restricted common stock financial

"Grant of restricted common stock vesting in three equal annual installments"

Restricted common stock is company shares that carry limits on selling or transferring for a set period or until certain conditions are met, like time-based vesting or regulatory clearance. Think of them as shares in a locked box that gradually open; they can become freely tradable later but initially reduce the number of shares available on the market. Investors watch restricted stock because its eventual release can change a company’s share supply, affect stock price, and influence control and dilution.

Employee Stock Purchase Plan financial

"Amount adjusted to reflect shares acquired under the registrant's Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

grant/award acquisition financial

"transaction_action: grant/award acquisition"

indirect ownership financial

"Indirect ownership reported through the Michael J. Nolan Trust"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did FNF CEO Michael J. Nolan report in this Form 4 filing?

Michael J. Nolan reported receiving 39,542 shares of restricted Fidelity National Financial common stock. The grant is a compensation award, not an open-market purchase, and increases his direct and indirect equity stake in the company.

How many FNF shares does Michael J. Nolan hold after this grant?

After the grant, Michael J. Nolan directly holds 601,672.0846 Fidelity National Financial common shares. He also indirectly holds 14,585.3240 shares through the Michael J. Nolan Trust, reflecting both direct and indirect ownership positions reported in the Form 4.

When do Michael J. Nolan’s newly granted FNF restricted shares vest?

The 39,542 restricted Fidelity National Financial shares vest in three equal annual installments. Vesting begins on May 8, 2027, and continues in two subsequent yearly installments, tying the award to a multi-year service and performance horizon.

Was the FNF CEO’s Form 4 transaction a market buy or sell?

The filing reports a grant of restricted common stock at a price of $0.0000 per share, not a market trade. It is characterized as a grant, award, or other acquisition, rather than an open-market purchase or sale transaction.

What does the Employee Stock Purchase Plan note mean for FNF shares?

One footnote states the reported amount was adjusted to reflect shares acquired under Fidelity National Financial’s Employee Stock Purchase Plan. This indicates some holdings increased through that plan, supplementing the restricted stock grant disclosed in the filing.

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

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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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Nolan Michael Joseph

(Last) (First) (Middle)

601 RIVERSIDE AVENUE

(Street)

JACKSONVILLE FLORIDA 32204

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Fidelity National Financial, Inc. [ FNF ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

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

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

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

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	05/08/2026		A		39,542(1)	A	$0	601,672.0846(2)	D
Common Stock								14,585.324	I	Michael J. Nolan Trust

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. Grant of restricted common stock vesting in three equal annual installments beginning May 8, 2027.

2. Amount adjusted to reflect shares acquired under the registrant's Employee Stock Purchase Plan.

	/s/ Colleen E. Haley, as attorney-in-fact	05/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)