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  4. [Form 4] Fidelity National Financial, Inc. Insider Trading Activity

Director at Fidelity National (NYSE: FNF) receives phantom stock grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Shea Peter O Jr reported acquisition or exercise transactions in this Form 4 filing.

Fidelity National Financial director Peter O. Shea Jr received a grant of 1,077.4161 phantom stock units on this Form 4 date at a reference price of $46.38 per unit under the company’s Deferred Compensation Plan.

Each phantom stock unit is the economic equivalent of one share of FNF common stock but will be settled in cash after his termination of service as a director. Following this grant, he holds 13,040.0315 phantom stock units and 224,614 shares of FNF common stock directly.

Positive

  • None.

Negative

  • None.
Insider Shea Peter O Jr
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock 1,077.416 $46.38 $50K
holding Common Stock -- -- --
Holdings After Transaction: Phantom Stock — 13,040.032 shares (Direct); Common Stock — 224,614 shares (Direct)
Footnotes (1)
  1. Phantom stock acquired by the reporting person pursuant to the Deferred Compensation Plan. Each share of phantom stock is the economic equivalent of one share of FNF stock. Shares of phantom stock are payable in cash following the reporting person's termination of service as a director.
Phantom stock granted 1,077.4161 units Grant under Deferred Compensation Plan on transaction date
Reference price per phantom unit $46.38 Economic equivalent per share of FNF common stock
Phantom stock holdings after grant 13,040.0315 units Total phantom stock units following transaction
Common stock holdings 224,614 shares Direct FNF common stock held after reported transactions
Phantom stock financial
"Phantom stock acquired by the reporting person pursuant to the Deferred Compensation Plan."
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
Deferred Compensation Plan financial
"Phantom stock acquired by the reporting person pursuant to the Deferred Compensation Plan."
A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.
economic equivalent financial
"Each share of phantom stock is the economic equivalent of one share of FNF stock."
termination of service as a director financial
"Shares of phantom stock are payable in cash following the reporting person's termination of service as a director."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Shea Peter O Jr
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock224,614D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(1)(2)03/31/2026A1,077.4161 (3) (3)Common Stock1,077.4161$46.3813,040.0315D
Explanation of Responses:
1. Phantom stock acquired by the reporting person pursuant to the Deferred Compensation Plan.
2. Each share of phantom stock is the economic equivalent of one share of FNF stock.
3. Shares of phantom stock are payable in cash following the reporting person's termination of service as a director.
/s/ Colleen E. Haley, as attorney-in-fact04/01/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did FNF director Peter O. Shea Jr acquire in this Form 4?

Peter O. Shea Jr received a grant of 1,077.4161 phantom stock units tied to Fidelity National Financial common stock. These units were awarded under the company’s Deferred Compensation Plan and represent compensation, not an open-market purchase of shares.

How does the phantom stock grant for FNF’s director work?

Each phantom stock unit is economically equivalent to one share of FNF common stock but will be paid in cash. Payment occurs after the director’s termination of service, aligning compensation with the company’s stock performance over time without issuing additional shares.

What are Peter O. Shea Jr’s holdings after this FNF phantom stock award?

After the award, Peter O. Shea Jr holds 13,040.0315 phantom stock units and 224,614 shares of Fidelity National Financial common stock directly. The phantom stock units will be settled in cash in the future, while the common shares represent current direct ownership.

Was this FNF insider transaction a market buy or sell?

No, the filing shows a grant of phantom stock classified as a grant or award acquisition, not a market trade. The director did not report open-market buying or selling; instead, he received compensation units under a Deferred Compensation Plan.

When will the FNF phantom stock granted to the director be paid out?

The phantom stock units will be payable in cash following Peter O. Shea Jr’s termination of service as a director. Until then, they function as deferred compensation whose value tracks Fidelity National Financial’s common stock price performance.