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

Rhea-AI Filing Summary

Shea Peter O Jr, a director of Fidelity National Financial (FNF), reported acquisition of 807.9674 units of phantom stock on 09/30/2025 under the company's Deferred Compensation Plan. Each phantom share represents the economic equivalent of one share of FNF common stock and is payable in cash following the reporting person's termination of service. The filing shows the phantom units were recorded at a price of $60.49 per share and result in a total beneficial ownership of 11,055.8734 shares following the reported transaction. The Form 4 was signed on 10/01/2025 by an attorney-in-fact.

Positive

• Deferred-compensation award aligns director incentives with shareholder value by providing economic exposure equivalent to common stock
• Clear disclosure of unit count (807.9674), per-unit price ($60.49), and payout timing (payable in cash upon termination)

Negative

• No immediate equity issuance; phantom units are payable in cash so shareholders do not receive additional shares
• Payout contingent on termination, which creates a cash liability rather than outstanding shares and may affect company cash obligations in the future

Insights

Financial Analyst

TL;DR: Routine deferred compensation phantom-stock grant to a director; increases reported economic stake without immediate share issuance.

The reported transaction is a non-cash compensation award consisting of 807.9674 phantom shares under the Deferred Compensation Plan at a valuation of $60.49 per unit. Phantom shares mirror economic exposure to common stock but are payable in cash after termination, so there is no immediate dilution or share issuance. The filing raises the reporting person’s beneficial ownership to 11,055.8734 shares; this is a disclosure of compensation-related alignment rather than a market-moving transaction.

Corporate Governance Expert

TL;DR: Standard director deferred-compensation disclosure; documents alignment and payout terms clearly.

The Form 4 documents a standard governance practice: awarding phantom stock to a director as deferred compensation. The filing explicitly states each phantom unit equals one share economically and that payment is in cash upon termination, which clarifies the nature of the award and limits immediate governance implications. The disclosure is complete on key terms provided and appropriately filed by an attorney-in-fact.

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).

1. Name and Address of Reporting Person^*

Shea Peter O Jr

(Last) (First) (Middle)

601 RIVERSIDE AVENUE

(Street)

JACKSONVILLE FL 32204

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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

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
Phantom Stock(1)	(2)	09/30/2025		A		807.9674		(3)	(3)	Common Stock	807.9674	$60.49	11,055.8734	D

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-fact	10/01/2025
	** 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.

FAQ

What did Shea Peter O Jr report on the Form 4 for FNF?

The Form 4 reports acquisition of 807.9674 phantom stock units on 09/30/2025 under the Deferred Compensation Plan, with beneficial ownership totaling 11,055.8734 shares.

Are the phantom shares actual FNF common stock?

No; each phantom unit is the economic equivalent of one share of FNF common stock and is payable in cash following the reporting person's termination.

What price was used for the phantom stock in the filing?

The filing records a per-unit price of $60.49 for the phantom stock units acquired.

When was the transaction and when was the Form 4 signed?

The transaction date is 09/30/2025 and the Form 4 was signed by an attorney-in-fact on 10/01/2025.

How many phantom units were acquired and how does this affect ownership?

The reporting person acquired 807.9674 phantom units; following the transaction the filing shows total beneficial ownership of 11,055.8734 shares.

Under what plan were the phantom units granted?

The units were acquired pursuant to the company's Deferred Compensation Plan, as stated in the filing.