What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-02-26 compared with 2025-02-28 · 222 added, 219 removed, 827 unchanged (35% of the section changed)

14 unchanged sentences

Market Conditions

Market volatility has affected, and may continue to affect, our business and financial performance in varying ways.

Market conditions can change rapidly with significant positive or negative impacts on our results.

Volatility can pressure sales and reduce demand as consumers hesitate to make financial decisions.

We anticipate various macroeconomic factors will continue to drive uncertainty and instability, which could have a significant impact on the Company during fiscal year 2026.

These factors include, among others, consumer spending, business investment, government spending, government shutdown, the volatility and strength of the capital markets, investor and consumer confidence, foreign currency exchange rates, commodity prices, inflation levels, changes in trade policy, tariffs and trade sanctions on goods, trade wars, United States-China relations and supply chain disruptions.

In light of increasing uncertainty in the markets we serve, we are unable to predict how long the current environment will last or the significance of the financial and operational impacts to us.

To enhance the attractiveness and profitability of our products and services, we continually monitor the behavior of our customers, as evidenced by annuitization rates and lapse rates, which vary in response to changes in market conditions.

7 unchanged sentences

Conversely, a rise in average yield on our investment portfolio would increase earnings if the average interest rate we pay on our products does not rise correspondingly.

Similarly, we expect that policyholders would be less likely to hold policies with existing guarantees as interest rates

rise and the relative value of other new business offerings are increased, which would negatively impact our earnings and cash flows.

Similarly, we expect that policyholders would be less likely to hold policies with existing guarantees as interest rates rise and the relative value of other new business offerings are increased, which would negatively impact our earnings and cash flows.

See “ Quantitative and Qualitative Disclosure about Market Risk ” and “ Part I.

2 unchanged sentences

We believe that the aging of the U.S.

population will increase the demand for our indexed annuity and indexed universal life (“IUL”) products.

As the “baby boomer” generation prepares for retirement, we believe that demand for retirement savings, growth, and income products will grow.

We serve a growing retirement population, with more than 10,000 Americans turning 65 every day and a projected 23% increase in people age 65 and older over the next 25 years.

population will continue to increase demand for retirement savings, growth, and income solutions, including demand for our indexed annuity and indexed universal life (“IUL”) products.

We serve a growing retirement population, with more than 11,000 Americans turning 65 every day and a projected 30% increase in people age 65-100 over the next 25 years according to the U.S.

Census Bureau.

The impact of this growth may be offset to some extent by asset outflows as an increasing percentage of the population begins withdrawing assets to convert their savings into income.

2 unchanged sentences

The underserved middle-income market represents a major growth opportunity for us.

As a tool for addressing the unmet need for retirement planning, we believe that many middle-income Americans have grown to appreciate the financial certainty that we believe annuities such as our FIA products afford.

For example, the fixed index annuity market grew from nearly $12 billion of sales in 2002 to $97 billion of sales in 2023 and the registered index-linked annuities (“RILA”) market grew from $11 billion of sales in 2018 to $44 billion of sales in 2023.

For example, the fixed index annuity (“FIA”) market grew from nearly $12 billion of sales in 2002 to $130 billion of sales in 2024 and the registered index-linked annuities (“RILA”) market grew from $17 billion of sales in 2019 to $62 billion of sales in 2024.

Additionally, this market demand has positively impacted the IUL market as it has expanded from $100 million of annual sales in 2002 to $2 billion of annual sales in 2024.

9 unchanged sentences

We review policyholder behavior experience at least annually and update these assumptions when deemed necessary based on additional information that becomes available.

Discount rate assumptions are updated at each reporting period and also incorporate changes in risk free rates and option market values.

Discount rate assumptions are updated at

each reporting period and also incorporate changes in risk free rates and option market values.

Changes in, or deviations from, the assumptions previously used can significantly affect our reserve levels and related results of operations in a positive or negative direction.

32 unchanged sentences

Total $ 65,702 $ (13,369) $ 52,333

Indexed annuities and IUL products contain an embedded derivative;

a feature that permits the holder to elect an interest rate return or an equity-index linked component, where interest credited to the contract is linked to the performance of various equity indices.

The indexed annuities/IUL embedded derivatives are valued at fair value and included in the liability for Contractholder funds in our Consolidated Balance Sheets with changes in fair value included as a component of Benefits and other changes in policy reserves in our Consolidated Statements of Operations.

We have indexed annuities and IUL contracts that permit the holder to elect an interest rate return or an equity index linked component, where interest credited to the contracts is linked to the performance of various equity

indices, such as the S&P 500 Index.

This feature represents an embedded derivative under GAAP.

The indexed annuities/IUL embedded derivatives are valued at fair value and included in the liability for Contractholder funds in the Consolidated Balance Sheets with the ceded portion of the reinsured indexed crediting feature embedded derivatives recorded as a component of the Reinsurance recoverable in the Consolidated Balance Sheets.

Changes in fair value are included as a component of Benefits and other changes in policy reserves in the Consolidated Statements of Operations.

For life-contingent immediate annuity policies, gross premiums received in excess of net premiums are deferred at initial recognition as a deferred profit liability (“DPL”).

Gross premiums are measured using assumptions consistent with those used in the measurement of the related liability for FPBs.

Valuation of Fixed Maturity, Preferred and Equity Securities, and Derivatives

Valuation of Fixed Maturity, Preferred and Common Equity Securities, and Derivatives

Our investments in fixed maturity securities have been designated as available-for-sale (“AFS”) and are carried at fair value, net of allowance for expected credit losses, with unrealized gains and losses included within accumulated other comprehensive income (loss) (“AOCI”), net of deferred income taxes.

Our equity securities are carried at fair value with unrealized gains and losses included in net income (loss).

Realized gains and losses on the sale of investments are determined on the basis of first-in first-out cost basis and are credited or charged to income on a trade date basis.

Management’s assessment of all available data when determining fair value of the AFS securities is necessary to appropriately apply fair value accounting.

Realized gains and losses on the sale of investments are determined on the specific identification basis and are credited or charged to income on a trade date basis.

Management’s assessment of all available data when determining fair value of the fixed maturity securities is necessary to appropriately apply fair value accounting.

Management utilizes information from independent pricing services, who take into account perceived market movements and sector news, as well as a security’s terms and conditions, including any features specific to that issue that may influence risk and marketability.

15 unchanged sentences

For the years ended December 31, 2025 and December 31, 2024, our non-performance risk adjustment was based on the expected loss due to default in debt obligations for similarly rated financial companies.

See Note B - Fair Value of Financial Instruments and Note D - Derivative Financial Instruments to our Consolidated Financial Statements included in Part II - Item 8 of this Annual Report on Form 10-K.

See Note B - Fair Value of

Financial Instruments and Note D - Derivative Financial Instruments to our Consolidated Financial Statements included in Part II - Item 8 of this Annual Report on Form 10-K.

F&G cedes certain business on a coinsurance funds withheld basis.

Assets supporting the arrangements are reported within Funds withheld for reinsurance liabilities on our Consolidated Balance Sheets.

All assets within the Funds withheld for reinsurance liabilities are recorded in a manner consistent with each respective item of our accounting policies discussed in Note A - Business and Summary of Significant Accounting Policies to our Consolidated Financial Statements included in Part II - Item 8 of this Annual Report on Form 10-K.

Investment results for the assets that support the coinsurance that are segregated within the funds withheld account are passed directly to the reinsurer pursuant to the contractual terms of the reinsurance arrangement, which creates embedded derivatives considered to be total return swaps.

These total return swaps are not clearly and closely related to the underlying insurance contract and thus require bifurcation.

The fair value of the total return swaps is based on the change in fair value of the underlying assets held in the funds withheld account.

These embedded derivatives are not clearly and closely related to the underlying reinsurance agreement and thus require bifurcation.

For arrangements reinsuring indexed annuities products, the funds withheld account additionally contains an embedded derivative representing the index credit obligation due the reinsurer, resulting in a compound embedded derivative.

These compound embedded derivatives are

reported in Funds withheld for reinsurance liabilities and for all other arrangements, embedded derivatives are reported in Prepaid expenses and other assets if in a net gain position, or Accounts payable and accrued liabilities, if in a net loss position on the Consolidated Balance Sheets.

Beginning in 2025, these embedded derivatives are reported in Funds withheld for reinsurance liabilities, irrespective if in a net asset position or a net liability position, on the Consolidated Balance Sheets and prior periods have been reclassified from Prepaid expenses and other assets to conform with the current presentation.

The related gains or losses are reported in Recognized gains and (losses), net on the Consolidated Statements of Operations.

See Note E - Reinsurance to our Consolidated Financial Statements included in Part II - Item 8 of this Annual Report on Form 10-K.

We categorize our fixed maturity securities, preferred securities, equity securities and derivatives into a three-level hierarchy based on the priority of the inputs to the valuation technique.

Refer to Note B – Fair Value of Financial Instruments for descriptions of the fair value methodologies used for these and other derivative financial instruments and Note D - Derivatives and Note E - Reinsurance to our Consolidated Financial Statements included in Part II - Item 8 of this Annual Report on Form 10-K for additional information.

We categorize our fixed maturity securities, preferred securities, common equity securities and derivatives into a three-level hierarchy based on the priority of the inputs to the valuation technique.

The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets (Level 1) and the lowest priority to unobservable inputs (Level 3).

3 unchanged sentences

Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) NAV Total

Fixed maturity securities available-for-sale and equity securities:

Fixed maturity securities and equity securities:

Prices via third party pricing services $ 746 $ 38,986 $ 752 $ — $ 40,484

5 unchanged sentences

Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) NAV Total

Fixed maturity securities available-for-sale and equity securities:

Fixed maturity securities and equity securities:

Prices via third party pricing services $ 441 $ 35,136 $ 852 $ — $ 36,429

10 unchanged sentences

The assumptions used reflect a combination of internal experience, industry experience, and judgment.

We review overall policyholder behavior experience at least annually and update these assumptions when deemed necessary

based on additional information that becomes available.

We review overall policyholder behavior experience at least annually and update these assumptions when deemed necessary based on additional information that becomes available.

Changes in, or deviations from, the assumptions previously used can significantly affect our MRBs and related results of operations in a positive or negative direction.

11 unchanged sentences

As of December 31, 2025 and December 31, 2024, goodwill was $2,180 million and $2,179 million.

The goodwill was recorded in connection with the recent owned distribution acquisitions and the FNF Acquisition.

The goodwill was recorded in connection with the owned distribution acquisitions and the FNF Acquisition.

In evaluating the recoverability of goodwill, we perform a qualitative analysis at the reporting unit level to determine whether there are any events or circumstances that would indicate it is more likely than not that the fair value of our recorded goodwill exceeds its carrying value.

3 unchanged sentences

While we believe that our estimates of future cash flows are reasonable, these estimates are not guarantees of future performance and are subject to risks and uncertainties that may cause actual results to differ from what is assumed in our impairment tests.

Such analyses are particularly sensitive to changes in estimates of future cash flows and discount rates.

Such analyses are

particularly sensitive to changes in estimates of future cash flows and discount rates.

Changes to these estimates might result in material changes in fair value and determination of the recoverability of goodwill, which may result in charges against earnings and a reduction in the carrying value of our goodwill in the future.

6 unchanged sentences

We must then assess the likelihood that deferred income tax assets will be realized and, to the extent we believe that realizability is not likely, establish a valuation allowance.

Determination of income

tax expense requires estimates and can involve complex issues that may require an extended period to resolve.

Determination of income tax expense requires estimates and can involve complex issues that may require an extended period to resolve.

Further, the estimated level of annual pre-tax income can cause the overall effective income tax rate to vary from period to period.

18 unchanged sentences

The funding agreements issued under the FABN Program are in addition to those issued to the Federal Home Loan Bank of Atlanta (“FHLB”).

The PRT solutions business is supported by an experienced team, and we partner with brokers and institutional consultants for distribution.

These markets leverage our existing team's spread-based capabilities as well as our strategic partnership with Blackstone ISG-I Advisors LLC (“Blackstone”).

The PRT solutions business is supported by an experienced team, and we partner with brokers

and institutional consultants for distribution.

These markets leverage our existing team's spread-based capabilities as well as our strategic partnership with Blackstone ISG-I Advisors LLC.

Additionally, we have expanded our owned distribution strategy with majority and minority ownership stakes in a number of IMOs, providing a diversified source of earnings while generating a meaningfully higher risk adjusted return on capital than retained business.

4 unchanged sentences

(2) fees, including surrender charges and rider fees, partly offset by vesting bonuses that we pay our policyholders;

and (3) a number of

related expenses, including benefits and changes in reserves, acquisition costs, and general and administrative expenses.

On March 16, 2022, FNF announced its intention to partially spin off F&G through a dividend to FNF shareholders.

and (3) a number of related expenses, including benefits and changes in reserves, acquisition costs, and general and administrative expenses.

On December 1, 2022, FNF distributed, on a pro rata basis, approximately 15% of the common stock of F&G.

FNF retained control of F&G through ownership of approximately 85% of F&G common stock.

Effective December 1, 2022, F&G commenced “regular-way” trading of its common stock on the New York Stock Exchange (“NYSE”) under the symbol “FG”.

The purpose of the distribution was to enhance and more fully recognize the overall market value of each company.

Additionally, on December 31, 2025, FNF distributed, on a pro rata basis, approximately 12% of the outstanding shares of F&G common stock.

Following the distribution, FNF retained approximately 70% ownership of F&G common stock as of December 31, 2025.

Key Components of Our Historical Results of Operations

3 unchanged sentences

An immediate annuity is a type of contract that begins making specified payments within one annuity period (e.g., one month or one year) and typically makes payments of principal and interest earnings over a period of time.

As defined by the IID, a funding agreement is an agreement for an insurer to accept and accumulate funds and to make one or more payments at future dates in amounts that are not based on mortality or morbidity contingencies of the person to whom the funding agreement is issued.

As defined by the Iowa Insurance Division, a funding agreement is an agreement for an insurer to accept and accumulate funds and to make one or more payments at future dates in amounts that are not based on mortality or morbidity contingencies of the person to whom the funding agreement is issued.

In essence, funding agreement providers issue fixed maturity contracts with fixed or floating interest rates in exchange for a single upfront premium.

2 unchanged sentences

Similarly, cash payments to customers are reported as decreases in the liability for contractholder funds and not as expenses.

Sources of revenues for products accounted for as deposit liabilities are net investment income, surrender charges, cost of insurance and other charges deducted from contractholder funds (i.e., amortization of URL), and net realized gains (losses) on investments.

Components of expenses for products accounted for as deposit liabilities are interest-sensitive and index product benefits (primarily interest credited to account balances or the hedging cost of providing index credits to the policyholder), amortization of VOBA, DAC and DSI, and other operating costs and expenses.

Sources of revenues for products accounted for as deposit liabilities are net investment income, surrender charges, cost of insurance and other charges deducted from contractholder funds (i.e., amortization of unearned revenue liabilities (“URL”)), and net realized gains (losses) on investments.

Components of expenses for products accounted for as deposit liabilities are interest-sensitive and index product benefits (primarily interest credited to account balances or the hedging cost of providing index credits to the policyholder), amortization of value of business acquired (“VOBA”), deferred acquisition costs (“DAC”) and deferred sales inducements (“DSI”), and other operating costs and expenses.

F&G hedges certain portions of its exposure to product related equity market risk by entering into derivative transactions.

6 unchanged sentences

In addition, to reduce market risks from interest rate changes on our earnings associated with our floating rate investments, during 2023 we began to execute pay-float and receive-fixed interest rate swaps.

Market risk benefits (“MRBs”) are contracts or contract features that both provide protection to the contract holder from other-than-nominal capital market risk (equity, interest and foreign exchange risk) and expose the Company to other-than-nominal capital market risk.

MRBs (inclusive of reinsured MRBs) are measured at fair value using a risk neutral valuation method, which is based on current net amounts at risk, market data, internal and

industry experience, and other factors.

MRBs are contracts or contract features that both provide protection to the contract holder from other-than-nominal capital market risk (equity, interest and foreign exchange risk) and expose the Company to other-than-nominal capital market risk.

MRBs (inclusive of reinsured MRBs) are measured at fair value using a risk neutral valuation method, which is based on current net amounts at risk, market data, internal and industry experience, and other factors.

The change in fair value of MRBs generally reflects impacts from actual policyholder behavior (including surrenders of the benefit), changes in interest rates, and changes in equity market returns.

24 unchanged sentences

In addition to reporting financial results in accordance with GAAP, this document includes non-GAAP financial measures, which the Company believes are useful to help investors better understand its financial performance, competitive position and prospects for the future.

Management believes these non-GAAP financial measures may be useful in certain instances to provide additional meaningful comparisons between current results and results in prior

operating periods.

Management believes these non-GAAP financial measures may be useful in certain instances to provide additional meaningful comparisons between current results and results in prior operating periods.

Our non-GAAP measures may not be comparable to similarly titled measures of other organizations because other organizations may not calculate such non-GAAP measures in the same manner as we do.

19 unchanged sentences

Other adjustments include removing any charges associated with U.S.

guaranty fund assessments as these charges neither relate to the ordinary course of the Company’s business nor reflect the Company’s underlying business performance, but result from external situations not controlled by the Company.

guaranty fund assessments as these charges neither relate to the ordinary course of

the Company’s business nor reflect the Company’s underlying business performance, but result from external situations not controlled by the Company.

Further, Management excludes certain items determined to be “non-recurring,” “infrequent” or “unusual” from adjusted net earnings when incurred if it is determined these expenses are not a reflection of the core business and when the nature of the item is such that it is not reasonably likely to recur within two years and/or there was not a similar item in the preceding two years;

7 unchanged sentences

However, we believe the adjustments made to net earnings (loss) in order to derive adjusted net earnings provide an understanding of our overall results of operations.

index credit obligation did not decrease in the same proportion as the derivative assets because of non-equity market factors such as interest rate and non-performance credit spread movements.

For example, we could have strong operating results in a given period, yet report net income that is materially less, if during such period the fair value of our derivative assets hedging the indexed annuity and IUL index credit obligations decreased due to general equity market conditions but the embedded derivative liability related to the index credit obligation did not decrease in the same proportion as the derivative assets because of non-equity market factors such as interest rate and non-performance credit spread movements.

Similarly, we could also have poor operating results in a given period yet show net earnings (loss) that is materially greater, if during such period the fair value of the derivative assets increased but the embedded derivative liability did not increase in the same proportion as the derivative assets.

9 unchanged sentences

Return on assets is comprised of net investment income, less cost of funds, flow reinsurance fee income, owned distribution margin and less expenses (including operating expenses, interest expense and income taxes) consistent with our adjusted net earnings definition and related adjustments.

Cost of funds includes liability costs related to cost of crediting as well as other liability costs.

Cost of funds includes liability costs related to cost of crediting as well as other

liability costs.

Management considers this non-GAAP financial measure to be useful internally and to investors and analysts when assessing financial performance and profitability earned on AAUM.

20 unchanged sentences

Yield on AAUM

Yield on AAUM is calculated by dividing annualized net investment income by AAUM.

Yield on AAUM is calculated by dividing annualized GAAP net investment income by AAUM.

Management considers this non-GAAP financial measure to be useful internally and to investors and analysts when assessing the level of return earned on AAUM.

10 unchanged sentences

Benefits and other changes in policy reserves 3,963 3,791 3,553

Market risk benefit (gains) losses (25) 95 (182)

Market risk benefit losses (gains) 167 (25) 95

Depreciation and amortization 665 569 412

14 unchanged sentences

Indexed annuities ("FIA/RILA") $ 6,703 $ 6,729 $ 4,699

Fixed rate annuities ("MYGA") 5,105 5,066 3,744

Total annuity 11,834 9,765 8,294

IUL 190 166 156

Funding agreements ("FABN/FHLB") 1,020 1,256 1,443

PRT 2,126 2,242 1,976

Core sales 9,019 9,137 6,831

Fixed rate annuities ("MYGA") 3,794 5,105 5,066

Funding agreements ("FABN/FHLB") 1,825 1,020 1,256

Opportunistic sales 5,619 6,125 6,322

Gross sales 14,638 15,262 13,153

1 unchanged sentence

Net sales $ 10,029 $ 10,571 $ 9,238

• Total annuity sales were higher during the years ended December 31, 2024 and 2023, reflecting F&G's productive and expanding retail distribution through independent agents, banks and broker-dealers, enhanced product features and pricing actions taken to align to the macro environment.

• Funding agreements, reflecting new FABN and FHLB agreements, were lower for the years ended December 31, 2024 and 2023, and are subject to fluctuation period to period based on economic conditions and the timing of entering the new agreements.

• PRT sales increased during the years ended December 31, 2024 and 2023, reflecting the timing of PRT transactions that are also subject to fluctuation period to period.

During the year ended December 31, 2024, we closed 12 pension risk transfer transactions.

Since entering the pension risk transfer market in 2021

through December 31, 2024, we have closed 32 transactions involving approximately 115,000 plan participants and resulting in over $7 billion cumulative plan transaction value from inception.

• Sales attributable to flow reinsurance to third parties were higher during the years ended December 31, 2024 and 2023, primarily reflecting the addition of new reinsurance, the higher level of MYGA sales, and changes in the percentages ceded during the periods.

• Gross sales were modestly lower during the year ended December 31, 2025 compared to the year ended December 31, 2024, and higher for the year ended December 31, 2024 compared to the year ended December 31, 2023.

Core sales of indexed annuities, IUL, and PRT, were modestly lower for the year ended December 31, 2025 compared to the year ended December 31, 2024, and higher for the year ended December 31, 2024 compared to the year ended December 31, 2023.

Opportunistic sales of MYGA and funding agreements are subject to fluctuation period to period based on economics and market opportunity;

we continue to prioritize pricing discipline and capital allocation to the highest return opportunities.

• Sales attributable to flow reinsurance to third parties, including the reinsurance vehicle that went into effect August 1, 2025, were modestly lower during the year ended December 31, 2025 compared to the year ended December 31, 2024, and higher for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily reflecting the level of MYGA sales during the respective periods, the addition of new reinsurance and changes in the percentages ceded during the periods.

Life Insurance Premiums and Other Fees

7 unchanged sentences

Policyholder fees and other income 404 340 303

Life insurance premiums and other fees $ 2,860 $ 2,413 $ 1,704

• Life-contingent pension risk transfer premiums increased for the years ended December 31, 2024 and 2023, reflecting the timing of PRT transactions.

As noted above, PRT premiums are subject to fluctuation period to period.

• Surrender charges increased for the years ended December 31, 2024 and 2023, primarily reflecting increases in withdrawals from policyholders with surrender charges and market value adjustments (“MVAs”), primarily on our indexed annuities policies.

The increase in termination activity is primarily due to the higher interest rate environment.

Life insurance premiums and other fees (a) $ 2,795 $ 2,860 $ 2,413

(a) Reported net of ceded premiums of $85 million, $94 million and $105 million and ceded product fees of $60 million, $47 million and $49 million for the years ended December 31, 2025, 2024 and 2023, respectively.

• Life-contingent pension risk transfer premiums were modestly lower during the year ended December 31, 2025 compared to the year ended December 31, 2024, and higher for the year ended December 31, 2024 compared to the year ended December 31, 2023, reflecting the timing of PRT transactions.

PRT premiums are subject to fluctuation period to period.

• Surrender charges were modestly lower for the year ended December 31, 2025 compared to the year ended December 31, 2024, and higher for the year ended December 31, 2024 compared to the year ended December 31, 2023.

These charges primarily reflect withdrawals from policyholders with surrender charges and market value adjustments (“MVAs”), primarily on our indexed annuities policies, and are subject to changes in the interest rate environment.

See “ Item 1.

Business – The Products We Offer – Withdrawal Option for Deferred Annuities,” in this Annual Report on Form 10-K for additional discussion on surrender charges and MVAs.

• Policyholder fees and other income increased for the years ended December 31, 2024 and 2023, primarily due to increased cost of insurance charges, net of changes in unearned revenue liabilities (“URL”) on IUL policies from growth in business and higher guaranteed minimum withdrawal benefit (“GMWB”) rider fees.

• Policyholder fees and other income increased for the years ended December 31, 2025 and 2024, primarily reflecting higher guaranteed minimum withdrawal benefit (“GMWB”) rider fees and increased cost of insurance charges, net of changes in unearned revenue liabilities (“URL”) on IUL policies from growth in business.

GMWB rider fees are based on the policyholder's benefit base and are collected at the end of the policy year.

The increase for the year ended December 31, 2025 also includes a reinsurance true-up adjustment.

Interest and Investment Income

3 unchanged sentences

Fixed maturity securities, available-for-sale

$ 2,247 $ 2,181 $ 1,843

Equity securities

5 unchanged sentences

Gross investment income

3,103 3,014 2,465

Investment expense

(266) (295) (254)

Interest and investment income

$ 2,837 $ 2,719 $ 2,211

Interest and investment income is shown net of amounts attributable to certain funds withheld reinsurance agreements which is passed along to the reinsurer in accordance with the terms of these agreements.

Interest and investment income attributable to these agreements, and thus excluded from the totals in the table above, was $816 million, $636 million and $339 million, for the years ended December 31, 2025, 2024 and 2023, respectively.

Our AAUM and yield on AAUM are summarized as follows (annualized) (dollars in millions) (see “ Non-GAAP Financial Measures” ):

Our AAUM and yield on AAUM are summarized as follows (annualized) (dollars in millions) (see “ Non-GAAP Financial Measures” above and “Reconciliation of total investments to AUM ’ below):

Year Ended December 31,

2025 2024 2023

Annualized interest and investment income $ 2,837 $ 2,719 $ 2,211

AAUM $ 55,384 $ 51,574 $ 46,044

Yield on AAUM (at amortized cost) 5.12 % 5.27 % 4.80 %

• AAUM was higher for the years ended December 31, 2024 and 2023, reflecting net new business asset flows, stable inforce retention and net debt proceeds.

• Interest and investment income was higher for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to $266 million from invested asset growth, $49 million from returns on alternative investments and $193 million of all other rate and mix impacts.

• AAUM was higher for the years ended December 31, 2025 and 2024, reflecting net new business asset flows, stable inforce retention and net capital transaction proceeds.

• Interest and investment income was higher for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to $201 million from invested asset growth and $33 million of all other rate and mix impacts, partially offset by $116 million of lower returns on alternative investments.

7 unchanged sentences

Override and bonus commissions are recognized as revenue at the effective date of each policy sold under a contract.

Owned distribution revenues for the year ended December 31, 2024 represent revenues associated with the 2024 acquisitions of Roar and PALH, and primarily reflect commission revenues.

Owned distribution

revenues were higher for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily reflecting higher commission revenues.

Recognized Gains and (Losses), Net

2 unchanged sentences

2025 2024 2023

Net realized and unrealized gains (losses) on fixed maturity available-for-sale securities, equity securities and other invested assets $ 76 $ (111) $ (461)

Net realized and unrealized (losses) gains on fixed maturity available-for-sale securities, equity securities and other invested assets $ (45) $ 76 $ (111)

Change in allowance for expected credit losses (56) (34) (37)

5 unchanged sentences

Recognized gains and (losses) attributable to these agreements, and thus excluded from the totals in the table above, was $(154) million, $(30) million and $(123) million for the years ended December 31, 2025, 2024 and 2023, respectively.

• For the year ended December 31, 2024, net realized and unrealized gains (losses) on fixed maturity available-for-sale securities, equity securities and other invested assets is primarily the result of unrealized fair value option gains on owned distribution investments and mark-to-market gains on our preferred and equity securities.

• For the year ended December 31, 2025, net realized and unrealized (losses) gains on fixed maturity available-for-sale securities, equity securities and other invested assets is primarily the result of mark-to-market losses on our equity securities and net realized losses on fixed maturity available-for-sale securities.

• For the year ended December 31, 2024, net realized and unrealized gains (losses) on fixed maturity available-for-sale securities, equity securities and other invested assets is primarily the result of unrealized fair value option (“FVO”) gains on our unconsolidated owned distribution investments and mark-to-market gains on our preferred and equity securities.

• For the year ended December 31, 2023, net realized and unrealized gains (losses) on fixed maturity available-for-sale securities, equity securities and other invested assets is primarily the result of realized losses on fixed maturity available-for-sale securities, partially offset by mark-to-market gains on our equity securities and realized gains on other invested assets.

• For the year ended December 31, 2022, net realized and unrealized gains (losses) on fixed maturity available-for-sale securities, equity securities and other invested assets is primarily the result of realized losses on fixed maturity available-for-sale securities and mark-to-market losses on our equity securities.

• The change in allowance for expected credit losses primarily relates to available for sale securities.

• For all periods, net realized and unrealized gains (losses) on certain derivative instruments primarily relate to the net realized and unrealized gains (losses) on equity options and futures used to hedge indexed annuity and IUL products, including gains on option and futures expiration and changes in the fair value of interest rate swaps.

See the table below for primary drivers of gains (losses) on certain derivatives.

• The fair value of reinsurance related embedded derivative is based on the change in fair value of the underlying assets held in the funds withheld (“FWH”) portfolio.

• The fair value of the reinsurance-related embedded derivatives in our funds withheld (“FWH”) reinsurance agreements are estimated based upon the change in fair value (for total return swaps), or the fair value (for the index credit obligation due the reinsurer), of the assets supporting the funds withheld from reinsurance liabilities.

We utilize a combination of static (equity options) and dynamic (long futures contracts) instruments in our product hedging strategy.

Equity options and futures contracts are generally based upon the performance of various equity indices, such as the S&P 500 Index, as well as other bond and gold market indices.

We utilize interest rate swaps to reduce market risks from interest rate changes on our earnings associated with our floating rate investments.

The components of the realized and unrealized gains (losses) on certain derivative instruments hedging our indexed annuities, universal life products and floating rate investments are summarized in the table below (in millions):

We utilize interest rate swaps to reduce market risks from interest rate changes on our earnings associated with our floating rate investments and we utilize foreign currency swaps to reduce market risks from fluctuations in foreign exchange rates that impact earnings associated with our foreign currency denominated investments.

Year Ended December 31,

1 unchanged sentence

Equity options:

Realized gains (losses) $ 220 $ (216) $ (170)

Change in unrealized (losses) gains (75) 308 (692)

Realized (losses) gains $ (77) $ 220 $ (216)

Change in unrealized gains (losses) 254 (75) 308

Futures contracts:

Gains (losses) on futures contracts expiration 24 7 (6)

Change in unrealized (losses) gains (6) 2 (1)

Interest rate swap (losses) gains (103) 48 —

Gains on futures contracts expiration 26 24 7

Change in unrealized gains (losses) 6 (6) 2

Foreign currency swaps losses (9) — —

Interest rate swaps gains (losses) 59 (103) 48

Other derivative investments:

Gains (losses) on other derivative investments 10 (2) 12

(Losses) gains on other derivative investments (9) 10 (2)

Total net change in fair value $ 250 $ 70 $ 147

3 unchanged sentences

• The changes in unrealized gains (losses) due to the net changes in fair value of equity options and futures contracts are driven by the underlying performance of the indices, such as the S&P 500 Index, upon which the equity options and futures contracts are based during each respective period relative to the respective indices on the policyholder buy dates.

• The net change in fair value of the interest rate swaps was primarily driven by fluctuations in the interest rate index underlying the swap contracts.

• The net change in fair value of the foreign currency and interest rate swaps were primarily driven by fluctuations in the foreign currency exchange rate and interest rate indexes underlying the swap contracts.

The average index credits to policyholders are as follows:

18 unchanged sentences

Other changes in policy reserves (34) 6 118

Total benefits and other changes in policy reserves $ 3,791 $ 3,553 $ 1,126

• PRT agreements increased for the years ended December 31, 2024 and 2023 reflecting the timing of PRT transactions.

Benefits and other changes in policy reserves (a) $ 3,963 $ 3,791 $ 3,553

(a) Reported net of ceded benefits and other changes in policy reserves of $234 million, $196 million and $175 million for the years ended December 31, 2025, 2024 and 2023, respectively.

• PRT agreements, primarily representing the change in reserves associated with PRT premiums during the periods, were modestly lower during the year ended December 31, 2025 compared to the year ended December 31, 2024, and increased for the year ended December 31, 2024 compared to the year ended December 31, 2023 reflecting the timing of PRT transactions.

PRT transactions are subject to fluctuation period to period.

4 unchanged sentences

• Annually, typically in the third quarter, we review assumptions associated with reserves for policy benefits and product guarantees.

• During the third quarter of 2024 and for the year ended December 31, 2024, based on policyholder behavior, experience and interest rate movements, we reflected updates to surrender assumptions for recent and expected near term policyholder behavior, as well as updated certain FIA assumptions used to calculate the fair value of the embedded derivative component within contractholder funds.

These changes resulted in decreases in total benefits and other changes in policy reserves of approximately $89 million for the year ended December 31, 2024.

• During the third quarter and for the year ended December 31, 2023, based on increases in interest rates and pricing changes, we updated certain indexed annuities assumptions used to calculate the fair value of the embedded derivative component within contractholder funds and also aligned reserves to actual policyholder behavior.

These changes, taken together, resulted in an increase in total benefits and other changes in policy reserves of approximately $73 million.

• During the fourth quarter of 2022, based on increases in interest rates and pricing changes during 2022, we updated certain indexed annuities assumptions used to calculate the fair value of the embedded derivative component within contractholder funds and the fair value of market risk benefits.

These changes, taken together, resulted in an increase in contractholder funds and market risk benefits of approximately $99 million.

• For the year ended December 31, 2025, based on policyholder behavior, experience and interest rate movements, we reflected updates to surrender assumptions for recent and expected near term policyholder behavior, as well as updated certain indexed annuities assumptions used to calculate the fair value of the embedded derivative component within Contractholder funds.

These changes resulted in a decrease in total benefits and other changes in policy reserves of approximately $20 million for the year ended December 31, 2025.

• For the year ended December 31, 2024, based on policyholder behavior, experience and interest rate movements, we reflected updates to surrender assumptions for recent and expected near term policyholder behavior, as well as updated certain indexed annuities assumptions used to calculate the fair value of the embedded derivative component within Contractholder funds.

These changes resulted in a decrease in total benefits and other changes in policy reserves of approximately $89 million.

• For the year ended December 31, 2023, based on increases in interest rates and pricing changes, we updated certain indexed annuities assumptions used to calculate the fair value of the embedded derivative component within Contractholder funds and also aligned reserves to actual policyholder behavior.

These changes resulted in an increase in total benefits and other changes in policy reserves of approximately $73 million.

• Index credits, interest credited and bonuses were higher for the years ended December 31, 2025 and 2024, primarily reflecting higher index credits and interest credited on indexed annuities and other policies as a result of market movement during the respective periods and higher interest credited associated with the growth in PRT agreements.

Market Risk Benefit (Gains) Losses

Below is a summary of market risk benefit (gains) losses (in millions):

Market Risk Benefit Losses (Gains)

Below is a summary of market risk benefit losses (gains) (in millions):

Year Ended December 31,

2025 2024 2023

Market risk benefit (gains) losses $ (25) $ 95 $ (182)

• Market risk benefit (gains) losses is primarily driven by issuances, attributed fees collected, effects of market related movements (including changes in equity markets and risk-free rates), actual policyholder behavior as compared with expected, changes in assumptions during the periods.

Market risk benefit (gains) losses are reported net of reinsurance, reflecting an amended reinsurance agreement effective during the year ended December 31, 2024.

• Changes in market risk benefit (gains) losses for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily reflect more favorable market related movements and favorable actual policyholder behavior as compared to expected.

• Changes in market risk benefit (gains) losses for the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily reflect less favorable market related movements, a favorable GMWB utilization assumption change in 2022 (that did not recur in 2023) and higher attributed fees.

These changes were partially offset by actual policyholder behavior for the year ended December 31, 2023 being more in line with expected, as compared to the year ended December 31, 2022, resulting in a favorable change to the market risk benefit (gains) losses.

Market risk benefit losses (gains) $ 167 $ (25) $ 95

• Market risk benefit losses (gains) is primarily driven by issuances, attributed fees collected, effects of market related movements (including changes in equity markets and risk-free rates), actual policyholder behavior as compared with expected, changes in assumptions during the periods.

Market risk benefit losses (gains) are reported net of reinsurance, reflecting an amended reinsurance agreement effective July 1, 2024.

• Changes in market risk benefit losses (gains) for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily reflect unfavorable market related movements and unfavorable actual policyholder behavior as compared to expected.

• Changes in market risk benefit losses (gains) for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily reflect more favorable market related movements and favorable actual policyholder behavior as compared to expected.

Depreciation and Amortization

4 unchanged sentences

Amortization of other intangible assets and fixed asset depreciation 89 74 30

Total depreciation and amortization $ 569 $ 412 $ 324

Depreciation and amortization $ 665 $ 569 $ 412

• DAC, VOBA and DSI are amortized on a constant level basis for the grouped contracts over the expected term of the related contracts to approximate straight-line amortization.

Amortization of DAC, VOBA and DSI increased for the years ended December 31, 2024 and 2023, primarily reflecting increased DAC and DSI associated with the growth of the business.

Depreciation and amortization increased for the years ended December 31, 2025 and 2024, primarily reflecting increased DAC and DSI associated with the growth of the business.

In addition, as a result of our annual actuarial assumption update process, amortization rates on some DAC and DSI balances increased primarily for indexed annuities.

Amortization of VOBA also increased approximately $15 million for the year ended December 31, 2024, reflecting other actuarial model updates and refinements.

• Amortization of other intangible assets and fixed asset depreciation for the year ended December 31, 2024 included amortization of other intangible assets from our majority owned interests in Roar and PALH.

• Amortization of other intangible assets and fixed asset depreciation for the year ended December 31, 2025 and 2024 included amortization of other intangible assets from our majority owned interests in Roar and PALH that were acquired in 2024.

Personnel Costs and Other Operating Expenses

5 unchanged sentences

Total personnel costs and other operating expenses $ 449 $ 499 $ 378

• Personnel costs and other operating expenses increased for the years ended December 31, 2024 and 2023, reflecting costs in line with the growth in sales and assets along with continued investments in our operating platform.

In addition, the year ended December 31, 2024 includes $39 million from our majority owned interests in Roar and PALH, $26 million related to the change in fair value of contingent consideration and $19 million of guaranty fund assessments.

• Personnel costs and other operating expenses decreased during the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily reflecting costs in line with sales volumes and growth in assets, disciplined expense management, including one-time management actions taken in the second quarter of 2025, along with continued investments in our operating platform.

• Personnel costs and other operating expenses increased for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily reflecting costs in line with sales volumes and growth in assets, along with continued investments in our operating platform.

The increase for the year ended December 31, 2024 also included $39 million from our majority owned interests in Roar and PALH, $26 million related to the change in fair value of contingent consideration and $19 million of guaranty fund assessments.

Interest expense

3 unchanged sentences

Interest expense $ 164 $ 132 $ 97

Total interest expense $ 132 $ 97 $ 29

• Interest expense increased for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily reflecting interest on the debt issuances in 2024 and January 2025, partially offset by the payoffs of the 5.50% Senior Notes in February 2025 and the revolving credit facility in 2024.

• Interest expense increased for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily reflecting interest on the debt issuances in December 2023, June 2024, and October 2024, partially offset by lower interest resulting from a partial repayment of the 5.5% F&G Notes in June 2024 and lower balances on the revolving credit facility.

5 unchanged sentences

Earnings (loss) before taxes $ 323 $ 778 $ (35)

Income tax (benefit) expense before valuation allowance 150 (12) 131

Income tax expense (benefit) before valuation allowance 56 150 (12)

Change in valuation allowance (4) (14) 35

2 unchanged sentences

• The income tax expense for the year ended December 31, 2025 was $52 million compared to income tax expense of $136 million for the year ended December 31, 2024.

The effective tax rate was 17% and (66)%, respectively, for the years ended December 31, 2024 and December 31, 2023.

The effective tax rate was 16% and 17%,

respectively, for the years ended December 31, 2025 and December 31, 2024.

The effective tax rate for the year ended December 31, 2025 differs from the statutory rate of 21% primarily due to favorable permanent adjustments and valuation allowance release on unrealized losses and capital loss carryforwards.

The effective tax rate for the year ended December 31, 2024 differs from the statutory rate of 21% primarily due to favorable permanent adjustments and valuation allowance release on unrealized losses and capital loss carryforwards.

The effective tax rate for the year ended December 31, 2023 differs from the statutory rate of 21% primarily due to a tax valuation allowance expense recorded on unrealized losses and capital loss carryforwards.

The effective tax rate for the year ended December 31, 2022 differs from the statutory rate of 21% primarily due to favorable permanent tax adjustments.

• See Note H - Income Taxes to the Consolidated Financial Statements in Item 8 of Part II of this Annual Report on Form 10-K for further information.

3 unchanged sentences

2025 2024 2023

Net earnings (loss) attributable to common shareholders $ 622 $ (58) $ 635

Net earnings (loss) attributable to F&G common shareholders $ 248 $ 622 $ (58)

Non-GAAP adjustments:

12 unchanged sentences

The commentary below is intended to provide additional information on the significant income and expense items that help explain the trends in our adjusted net earnings for each time period, as we believe these items provide further clarity to the financial performance of the business.

• Adjusted net earnings of $546 million for the year ended December 31, 2024 included $514 million of investment income from alternative investments and $46 million of CLO redemptions and bond prepay income, and $14 million tax valuation allowance, partially offset by $26 million of net expense from actuarial assumption and model updates and other items.

Alternative investments investment income based on management’s long-term expected return of approximately 10% was $659 million.

• Adjusted net earnings of $335 million for the year ended December 31, 2023 included $405 million of investment income from alternative investments and $5 million of bond prepay income, partially offset by $37 million tax valuation allowance, $10 million of one-time fixed asset impairment charge and $9 million actuarial industry assumption updates.

Alternative investments investment income based on management’s long-term expected return of approximately 10% was $558 million.

• Adjusted net earnings of $353 million for the year ended December 31, 2022 included $202 million of

investment income from alternative investments, $66 million gain from actuarial assumption updates, $20

million net, tax benefits and $13 million net, CLO redemption gains and other income and expense items.

Alternative investments investment income based on management’s long-term expected return of

approximately 10% was $419 million.

• Adjusted net earnings of $482 million for the year ended December 31, 2025 included income from a $16 million reinsurance true-up adjustment, $10 million tax valuation allowance benefit, and $4 million of actuarial reserve release.

Investment income from alternative investments was $278 million below management’s long-term expected return of approximately 10%.

• Adjusted net earnings of $546 million for the year ended December 31, 2024 included expense from $30 million of actuarial model updates and refinements;

partially offset by income from a $14 million tax valuation allowance and $6 million of other income items.

Investment income from alternative investments was $145 million below management’s long-term expected return of approximately 10%.

• Adjusted net earnings of $335 million for the year ended December 31, 2023 included expense from $37 million tax valuation allowance, $10 million of one-time fixed asset impairment charge and $9 million actuarial industry assumption updates.

Investment income from alternative investments was $153 million below management’s long-term expected return of approximately 10%.

Investment Portfolio

6 unchanged sentences

Our investment portfolio is designed to contribute stable earnings, excluding short-term mark-to-market effects, and balance risk across diverse asset classes and is primarily invested in high quality fixed income securities.

As of December 31, 2024 and December 31, 2023, the fair value of our investment portfolio was approximately $60 billion and $52 billion, respectively, and was divided among the following asset classes and sectors (dollars in millions):

Our investments include assets backing reserves as part of coinsurance with funds withheld agreements.

The funds withheld invested assets are reported within their respective line items.

As of December 31, 2025 and 2024, the fair value of our investment portfolio was approximately $69 billion and $60 billion, respectively, and was divided among the following asset classes and sectors (dollars in millions):

December 31, 2025 December 31, 2024

13 unchanged sentences

Non-agency residential mortgage-backed securities 2,649 4 2,693 5

Commercial mortgage-backed securities 5,131 9 4,410 9

Asset-backed securities 10,270 17 8,929 17

Collateral loan obligations

Commercial mortgage-backed securities (a) 5,155 8 5,131 9

Asset-backed securities ("ABS") (a) 7,842 11 10,270 17

Collateral loan obligations and loan backed-private obligations ("CLO") (a)

10,890 16 5,379 9

Total fixed maturity available for sale securities 52,700 77 46,317 77

Equity securities (a) 415 1 606 1

Equity securities (b) 341 1 415 1

Limited partnerships:

8 unchanged sentences

Total investments $ 69,000 100 % $ 59,503 100 %

(a) Includes investment grade non-redeemable preferred stocks ($222 million and $428 million at December 31, 2024 and 2023, respectively).

(a) Balances at December 31, 2025 reflect classifications consistent with NAIC Principles Based Bond Definition Project effective January 1, 2025.

(b) Includes investment grade non-redeemable preferred stocks ($197 million and $222 million at December 31, 2025 and 2024, respectively).

Insurance statutes regulate the type of investments that our life insurance subsidiaries are permitted to make and limit the amount of funds that may be used for any one type of investment.

5 unchanged sentences

Typically, if a security has been rated by a nationally recognized statistical rating organization (“NRSRO”), the SVO utilizes that rating and assigns an NAIC designation based upon the NAIC published comparison of NRSRO ratings to NAIC designations.

The NAIC determines ratings for non-agency Residential Mortgage-backed Securities (“RMBS”) and commercial mortgage-backed securities using modeling that estimates security level expected losses under a variety of economic scenarios.

The NAIC determines ratings for non-agency Residential Mortgage-backed Securities (“RMBS”) and commercial mortgage-backed securities (“CMBS”) using modeling that estimates security level expected losses under a variety of economic scenarios.

For such assets issued prior to January 1, 2013, an insurer’s amortized cost basis in applicable assets can impact the assigned rating.

In the tables below, we present the rating of structured securities

based on ratings from the NAIC rating methodologies described above (which in some cases do not correspond to rating agency designations).

In the tables below, we present the rating of structured securities based on ratings from the NAIC rating methodologies described above (which in some cases do not

correspond to rating agency designations).

All NAIC designations (e.g., NAIC 1-6) are based on the NAIC methodologies.

13 unchanged sentences

Top 10 Concentrations Fair Value Percent of Total Fair Value

ABS other $ 10,270 22 %

CLO securities 5,379 11

CLO (a) $ 10,890 21 %

ABS (a) 7,842 15

Commercial mortgage-backed securities 5,155 10

3 unchanged sentences

Insurance 1,902 4

Municipal 1,363 3

Electric 1,413 3

Pharmaceuticals 738 1

Municipal 1,355 2

Pipelines 945 2

Total $ 38,539 74 %

(a) Balances at December 31, 2025, reflect classifications consistent with the NAIC Principles Bond Definition Project effective January 1, 2025.

December 31, 2024

Top 10 Concentrations Fair Value Percent of Total Fair Value

ABS other $ 8,929 22 %

CLO securities 5,405 13

ABS $ 10,270 22 %

Commercial mortgage-backed securities 5,131 11

Diversified financial services 4,271 9

Banking 2,048 5

Whole loan collateralized mortgage obligation 2,635 6

Municipal 1,600 4

Banking 1,988 4

Insurance 1,761 4

Municipal 1,363 3

Electric 1,229 3

Telecommunications 696 2

Pharmaceuticals 738 1

Total $ 34,765 74 %

The amortized cost and fair value of fixed maturity AFS securities by contractual maturities as of December 31, 2024 (dollars in millions), are shown below.

The amortized cost and fair value of fixed maturity AFS securities by contractual maturities as of December 31, 2025 (in millions), are shown below.

Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations.

21 unchanged sentences

Our CLO exposures are generally senior tranches of CLOs which have leveraged loans as their underlying collateral.

As of December 31, 2024, the CLO and ABS positions were trading at a net unrealized gain position of $92 million and a net unrealized loss of $207 million, respectively.

As of December 31, 2023, the CLO and ABS positions were trading at a net unrealized gain position of $65 million and a net unrealized loss position of $344 million, respectively.

The following table summarizes the credit quality by NRSRO rating, or NAIC designation equivalent, of our AFS ABS portfolio at December 31, 2024 and 2023 (dollars in millions) .

As of December 31, 2025, the CLO and ABS positions were trading at a net unrealized gain of $42 million and a net unrealized loss of $133 million, respectively.

As of December 31, 2024, the CLO and ABS positions were trading at a net unrealized gain of $92 million and a net unrealized loss of $207 million, respectively.

The following table summarizes the credit quality by NRSRO rating, or NAIC designation equivalent, of our AFS ABS portfolio (dollars in millions) at December 31, 2025 and 2024.

Balances at December 31, 2025 reflect classifications consistent with the NAIC Principles Based Bond Definition Project effective January 1, 2025.

December 31, 2025 December 31, 2024

8 unchanged sentences

Total $ 7,842 100 % $ 10,270 100 %

The following table summarizes the credit quality by NRSRO rating, or NAIC designation equivalent, of our AFS CLO portfolio at December 31, 2024 and 2023 (dollars in millions).

The following table summarizes the credit quality by NRSRO rating, or NAIC designation equivalent, of our AFS CLO portfolio (dollars in millions) at December 31, 2025 and 2024.

Balances at December 31, 2025 reflect classifications consistent with the NAIC Principles Based Bond Definition Project effective January 1, 2025.

December 31, 2025 December 31, 2024

9 unchanged sentences

Municipal Bond Exposure

The following table summarizes our municipal bond exposure as of December 31, 2024 and 2023 (dollars in millions).

The following table summarizes our municipal bond exposure as of December 31, 2025 and 2024 (in millions).

December 31, 2025 December 31, 2024

4 unchanged sentences

Total $ 1,562 $ 1,355 $ 1,592 $ 1,346

Across all municipal bonds, the largest issuer represented 5% of the category and less than 1% of the total portfolio for both December 31, 2024 and 2023, and is rated NAIC 1 as of December 31, 2024.

Across all municipal bonds, the largest issuer represented 4% and 5% respectively, of the category and less than 1% of the total portfolio for both December 31, 2025 and 2024, and is rated NAIC 1 as of December 31, 2025.

Our focus within municipal bonds is on NAIC 1 rated instruments, with 98% and 97% of our municipal bond exposure rated NAIC 1 as of December 31, 2025 and 2024, respectively.

4 unchanged sentences

Loan-to-value (“LTV”) and debt-service coverage (“DSC”) ratios are utilized to assess the risk and quality of CMLs.

As of December 31, 2024 and December 31, 2023, our mortgage loans on real estate portfolio had a weighted average DSC ratio of 2.3 times, and a weighted average LTV ratio of 57% and 55%, respectively.

As of December 31, 2025 and 2024, our mortgage loans on real estate portfolio had a weighted average DSC ratio of 2.3 times and a weighted average LTV ratio of 57% for both periods.

We consider a CML delinquent when a loan payment is greater than 30 days past due.

For mortgage loans that are determined to require foreclosure, the carrying value is reduced to the fair value of the underlying collateral, net of estimated costs to obtain and sell at the point of foreclosure.

At December 31, 2024, we had one CML that was delinquent in principal or interest payments compared to none at December 31, 2023.

At December 31, 2024 and 2023, we had no CMLs in the process of foreclosure.

As of December 31, 2025 and 2024, we had one CML that was delinquent in principal or interest payments.

We had no CMLs in the process of foreclosure as of December 31, 2025 and 2024.

See Note C - Investments to the Consolidated Financial Statements included in this report for additional information on our CMLs, including our distribution by property type, geographic region, LTV and DSC ratios.

Residential Mortgage Loans (“RML”)

Our residential mortgage loans are closed end, amortizing loans and 100% of the properties are in the United States.

Residential Mortgage Loans

Our residential mortgage loans (“RMLs”) are primarily closed end, amortizing loans and 100% of the properties are in the United States.

We diversify our RML portfolio by state to attempt to reduce concentration risk.

47 unchanged sentences

The gross unrealized loss position on the fixed maturity available-for-sale fixed and equity portfolio was $3,180 million and $3,837 million as of December 31, 2025 and 2024, respectively.

Most components of the portfolio exhibited price depreciation caused by higher treasury rates as opposed to issuer specific credit concerns.

During 2025, most components of the portfolio exhibited price appreciation caused by lower treasury rates.

The total amortized cost of all securities in an unrealized loss position was $28,037 million and $29,405 million as of December 31, 2025 and 2024, respectively.

The average market value/book value of the investment category with the largest unrealized loss position was 81% for services, media and other as of December 31, 2024.

In the aggregate, services, media and other represented 23% of the total unrealized loss position as of December 31, 2024.

The average market value/book value of the investment category with the largest unrealized loss position was 88% for finance, insurance and real estate as of December 31, 2023.

In the aggregate, finance, insurance and real estate represented 19% of the total unrealized loss position as of December 31, 2023.

The average market value/book value of the investment category with the largest unrealized loss position was 81% for services, media and other as of December 31, 2025 and 2024, respectively.

In the aggregate, services, media and other represented 26% and 23% of the total unrealized loss position as of December 31, 2025 and 2024, respectively.

The amortized cost and fair value of fixed maturity available for sale securities under watch list analysis and the number of months in a loss position with investment grade securities (NRSRO rating of BBB/Baa or higher) as of December 31, 2025 and 2024, were as follows (dollars in millions):

29 unchanged sentences

Detailed analysis is performed for each security on the watch list to further assess the presence of credit impairment loss indicators and, where present, calculate an allowance for expected credit loss or direct write-down of a security’s amortized cost.

At December 31, 2024, our watch list included 120 securities in an unrealized loss position with an amortized cost of $1,579 million, no allowance for expected credit losses, unrealized losses of $517 million and a fair value of $1,062 million.

At December 31, 2023, our watch list included 52 securities in an unrealized loss position with an amortized cost of $722 million, no allowance for expected credit losses, unrealized losses of $205 million and a fair value of $517 million.

The watch list excludes structured securities as we have separate processes to evaluate the credit quality on the structured securities.

1 unchanged sentence

Our analysis of these structured securities, which included cash flow testing, resulted in allowances for expected credit losses of $86 million and $62 million as of December 31, 2025 and 2024, respectively.

Refer to Note C - Investments to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further information on the allowance for expected credit loss.

Exposure to Sovereign Debt and Certain Other Exposures

2 unchanged sentences

Interest and Investment Income

For discussion regarding our net investment income and net investment gains (losses) refer to Note C - Investments to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

For discussion regarding our interest and investment income and investment gains (losses), net, refer to Note C - Investments to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

AFS Securities

For additional information regarding our AFS securities, including the amortized cost, gross unrealized gains (losses), and fair value as well as the amortized cost and fair value of fixed maturity AFS securities by contractual maturities, as of December 31, 2024 and 2023, refer to Note C - Investments to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

maturities, as of December 31, 2025 and 2024, refer to Note C - Investments to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

Concentrations of Financial Instruments

20 unchanged sentences

The sources of liquidity of the holding company are principally comprised of dividends from subsidiaries, lines of credit (at the F&G Annuities & Life, Inc.

level), existing surplus notes, investment income on holding company assets and the ability to raise long-term public financing under an SEC-filed registration statement or private placement offering.

level), investment income on holding company assets and the ability to raise long-term public financing under an SEC-filed registration statement or private placement offering.

These sources of liquidity and cash flow support the general corporate needs of the holding company, interest and debt service, funding acquisitions and investment in core businesses.

On January 2, 2024, F&G acquired a 70% majority ownership stake in the equity of Roar Joint Venture, LLC (“Roar”).

Roar wholesales life insurance and annuity products to banks and broker-dealers through a network of agents.

Total initial consideration is comprised of cash of approximately $269 million and contingent consideration.

Under the terms of the purchase agreement, the Company has agreed to make cash payments of up to approximately $90 million over a 3 year period upon the achievement of certain earnings before interest, taxes, depreciation and amortization (“EBITDA”) milestones of Roar.

On January 12, 2024 we completed a $250 million preferred stock investment from FNF.

Net proceeds from the investment have been used to support the growth of F&G’s assets under management.

Under the terms of the agreement, FNF agreed to invest $250 million in exchange for 5,000,000 shares of FNF Preferred Stock.

Unless earlier converted at the option of the holder, each outstanding share of the FNF Preferred Stock will automatically convert into shares of F&G common stock on January 15, 2027.

Generally, no dividends will be declared or paid on F&G common stock and no common stock can be acquired by F&G unless all preferred dividends are declared and paid on the outstanding FNF Preferred Stock.

The offer and the sale of the FNF Preferred Stock were made in a private placement pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act.

The agreement was negotiated pursuant to market terms and pricing by a Special Committee of F&G’s Board of Directors comprised of independent members of the Board, in consultation with an independent financial advisor and independent legal counsel.

On February 16, 2024, F&G entered into an amendment and extension of its existing senior unsecured revolving credit agreement (the “Credit Agreement”).

The maturity date of the Credit Agreement was extended by approximately two years from November 22, 2025 to November 22, 2027.

Total borrowing availability increased from $665 million to $750 million.

Pricing and advance rates remain unchanged.

Financial covenants also remain essentially the same.

As noted below, we used $365 million of net proceeds from our 6.250% F&G Notes to pay off the Credit Agreement.

As of December 31, 2024, the balance of the Credit Agreement was $0 and the borrowing capacity was $750 million.

On June 4, 2024, F&G completed its public offering of $550 million aggregate principal amount of its 6.50% Senior Notes due 2029 (the “6.50% F&G Notes”).

The 6.50% F&G Notes are guaranteed on an unsecured, unsubordinated basis by each of F&G’s subsidiaries that are guarantors of F&G’s obligations under its existing credit agreement.

A portion of the net proceeds were used to finance a cash tender offer by its wholly owned subsidiary Fidelity & Guaranty Life Holdings, Inc.

(“FGLH”) for an aggregate principal amount of $250 million of FGLH’s 5.50% Senior Notes due 2025 (the “5.50% F&G Notes”).

On July 18, 2024, F&G acquired a 100% ownership stake in the equity of PALH, LLC (“PALH”).

PALH markets and sells life insurance and annuity products of various insurance carriers to individuals through a network of agents.

Prior to the acquisition date, PALH owned a 70% ownership stake in an operating company of which F&G owned 30% equity.

Total consideration of approximately $314 million is comprised of cash of $215 million, settlement of a prepaid asset of $8 million, acquisition date fair value of the previously held interests of $92 million, net of $1 million cash acquired.

On October 4, 2024, F&G completed its public offering of its 6.250% Senior Notes due 2034 with the aggregate principal amount of $500 million (the “6.250% F&G Notes”).The 6.250% F&G Notes are guaranteed on an unsecured, unsubordinated basis by each of F&G’s subsidiaries that are guarantors of F&G’s obligations under its existing credit agreement.

A portion of the net proceeds were used to pay off the outstanding balance of $365 million on the Company’s revolving credit facility.

Cash Requirements.

Our current cash requirements include personnel costs, operating expenses, benefit payments, funding agreement payments, taxes, payments of interest and principal on our debt, capital expenditures, business acquisitions, stock repurchases and dividends on our common stock.

Our current cash requirements include personnel costs, operating expenses, benefit payments, funding agreement payments, taxes, payments of interest and principal on our debt, capital expenditures,

business acquisitions, stock repurchases and dividends on our common and preferred stock.

For the year ended December 31, 2025, we paid common and preferred dividends of approximately $137 million.

3 unchanged sentences

There are no restrictions on our retained earnings regarding our ability to pay dividends to our shareholders, although there are limits on the ability of certain subsidiaries to pay dividends to us, as described below.

As discussed above, there are certain conditions on the declaration and payment of dividends pursuant to our recent preferred stock issuance.

There are certain conditions on the declaration and payment of dividends pursuant to our preferred stock (refer to Note U - Equity to the Consolidated Financial Statements in Part II - Item 8 of this Annual Report on Form 10-K for additional information on our preferred stock.

The declaration of any future dividends is at the discretion of our Board of Directors.

In 2023, F&G’s Board of Directors approved a three-year stock repurchase program, under which the Company may repurchase up to $50 million of F&G common stock.

Purchases may be made from time to time by the Company in the open market at prevailing market prices or through privately negotiated transactions or accelerated share repurchase transactions through November 6, 2026.

All purchases are held as treasury stock.

The timing and extent of share repurchases will depend on a variety of factors, including, market conditions, regulatory requirements, and considerations as determined by management.

No shares were repurchased pursuant to the program during the year ended December 31, 2024, compared to approximately 869,000 shares for a total cost of approximately $18 million with an average cost per share of $21.07 for the year ended December 31, 2023.

At December 31, 2024, the total remaining authorization of F&G common stock that may be repurchased was approximately $32 million.

As of December 31, 2024 and 2023, we had cash and cash equivalents of $2,264 million and $1,563 million, respectively, and short term investments of $2,410 million and $1,452 million, respectively.

As of December 31, 2024 we had $200 million of capacity under our revolving credit facility with FNF (the “FNF Credit Facility ” ).

No amounts were outstanding under the FNF Credit Facility as of December 31, 2024 or 2023.

The FNF Credit Facility matures October 29, 2025, or when the Revolving Credit Facility described above is terminated, whichever occurs first.

We continually assess our capital allocation strategy, including decisions relating to the amount of our dividend, if any, reducing debt, investing in growth of our subsidiaries, making acquisitions and/or conserving cash.

We believe that all anticipated cash requirements for current operations will be met from internally generated funds, through cash dividends from subsidiaries, cash generated by investment securities, potential sales of non-strategic assets, potential issuances of additional debt or equity securities, and borrowings on the revolving credit facility or the FNF Credit Facility.

We believe that all anticipated cash requirements for current operations will be met from internally generated funds, through cash dividends from subsidiaries, cash generated by investment securities, potential sales of non-strategic assets, potential issuances of additional debt or equity securities, and borrowings on the Revolving Credit Agreement or the FNF Credit Facility.

Our short-term and long-term liquidity requirements are monitored regularly to ensure that we can meet our cash requirements.

14 unchanged sentences

Please refer to “ Item 1.

Business - Regulation of F&G ” of Part I of this Annual Report on Form 10-K and Note O - Insurance Subsidiary Financial Information and Regulatory Matters to the Consolidated Financial Statements included in Part II - Item 8 of this Annual Report on Form 10-K, for additional details on risk-based capital, statutory capital and dividend and other distribution payment limitations.

Business - Regulation of F&G ” of Part I of this

Annual Report on Form 10-K and Note O - Insurance Subsidiary Financial Information and Regulatory Matters to the Consolidated Financial Statements included in Part II - Item 8 of this Annual Report on Form 10-K, for additional details on risk-based capital, statutory capital and dividend and other distribution payment limitations.

Cash Flow from our Operations

Cash flow from our operations will be used for general corporate purposes including to reinvest in operations, repay debt, pay dividends, repurchase stock, pursue other strategic initiatives and/or conserve cash.

As of December 31, 2025 and 2024, we had cash and cash equivalents of $1,486 million and $2,264 million, respectively, and short term investments of $1,043 million and $2,410 million, respectively.

Operating Cash Flow .

10 unchanged sentences

Financing Cash Flows.

Our cash flows provided by financing activities for the years ended December 31, 2024, 2023, and 2022 were $2,655 million, $3,687 million and $5,626 million, respectively and reflected lower net contractholder deposits for the years ended December 31, 2024 and 2023.

Contractholder account deposits and withdrawals in 2024 included FABN issuances of approximately $600 million and withdrawals of $820 million as compared to no FABN issuances and withdrawals of $53 million for 2023.

In addition, cash provided by financing activities for the year ended December 31, 2024 included borrowing proceeds of $1,050 million, portions of which were used to finance a $250 million cash tender offer on the 5.50% F&G Notes and for net revolving credit facility repayments of $365 million, and proceeds of $250 million from the issuance of the FNF Preferred Stock, all discussed above, partially offset by dividend payments of approximately $121 million.

Cash provided by financing activities for the year ended December 31, 2023 included proceeds from debt issuances of $845 million, partially offset by net partial revolver pay downs of $185 million, dividend payments of approximately $101 million and common stock repurchases of $18 million.

Our cash flows provided by financing activities for the years ended December 31, 2025, 2024, and 2023 were $2,970 million, $2,655 million and $3,687 million, respectively and reflected higher net contractholder deposits for the year ended December 31, 2025 and lower net contractholder deposits for the year ended December 31, 2024.

Net contractholder account deposits and withdrawals in 2025 included an increase of approximately $900 million related to funding agreements.

In addition, cash provided by financing activities for the year ended December 31, 2025 included borrowing proceeds of $375 million, portions of which were used to finance a $300 million redemption of the 5.50% F&G Notes, and $269 million of net proceeds from the issuance of common stock, all discussed below, partially offset by dividend payments of approximately $137 million.

Cash provided by financing activities for the year ended December 31, 2024 included borrowing proceeds of $1,050 million, portions of which were used to finance a $250 million cash tender offer on the 5.50% F&G Notes and for net revolving credit facility repayments of $365 million, and proceeds of $250 million from the issuance of the FNF Preferred Stock, partially offset by dividend payments of approximately $121 million.

Financing Arrangements.

At December 31, 2024, we had outstanding:

• $300 million aggregate principal amount of 5.50% F&G Notes,

• $500 million aggregate principal amount of our 7.40% Senior Notes due 2028 (the “7.40% F&G Notes”),

• $345 million aggregate principal amount of our 7.95% Senior Notes due 2053 (“the 7.95% F&G Notes”),

• $550 million aggregate principal amount of its 6.50% F&G Notes, and

• $500 million aggregate principal amount of our 6.250% F&G Notes.

On January 13, 2025, F&G completed its public offering of $375 million aggregate principal amount of its 7.300% Junior Subordinated Notes due 2065 (the “7.300% F&G Junior Notes”).

The 7.300% F&G Junior Notes are guaranteed on an unsecured, subordinated basis and rank junior in right of payment to all of F&G’s Senior Indebtedness.

The net proceeds of the offering were used for general corporate purposes, including the repurchase, redemption or repayment at maturity of outstanding indebtedness.

On February 1, 2025, F&G redeemed the outstanding $300 million aggregate principal amount of its 5.50% F&G Senior Notes.

The notes were redeemed for a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest to, but excluding, the redemption date.

At December 31, 2025, we had outstanding (aggregate principal amounts):

• $500 million of our 7.40% Senior Notes (“the 7.40% F&G Notes”),

• $550 million of our 6.50% Senior Notes (“the 6.50% F&G Notes”)

• $500 million of our 6.250% Senior Notes (“the 6.250% F&G Notes”)

• $345 million of our 7.95% Senior Notes (“the 7.95% F&G Notes”), and

• $375 million of our 7.300% Junior Notes (“the 7.300% F&G Notes”)

As of December 31, 2025 we had $750 million of borrowing availability under our senior unsecured revolving credit agreement (the “Revolving Credit Agreement”) and $200 million of borrowing availability under our revolving credit facility with FNF (the “FNF Credit Facility ” ).

No amounts were outstanding under the Revolving Credit Agreement or the FNF Credit Facility as of December 31, 2025 and 2024.

The maturity date of the Revolving Credit Agreement is November 22, 2027.

The FNF facility matured on October 29, 2025 and, effective October 30, 2025, was replaced by a new revolving note agreement with FNF.

The new revolving note matures the earlier of October 29, 2030, or when the Revolving credit facility described above is terminated.

For further description of our financing arrangements see Note L - Notes Payable to the Consolidated Financial Statements in Part II - Item 8 of this Annual Report on Form 10-K.

The Credit Agreement imposes significant operating and financial restrictions, including financial covenants, and the Credit Agreement and the indentures governing the 6.250% F&G Notes, 6.50% F&G Notes, 7.95% F&G Notes, the 7.40% F&G Notes, and the 5.50% F&G Notes limit, among other things, our and our subsidiaries’ ability to:

The Credit Agreement imposes significant operating and financial restrictions, including financial covenants, and the Credit Agreement and the indentures governing the

7.40% F&G Notes, the 6.50% F&G Notes, the 6.250% F&G Notes the 7.95% F&G Notes, and the 7.300% F&G Notes limit, among other things, our and our subsidiaries’ ability to:

• incur or assume additional indebtedness, including guarantees;

9 unchanged sentences

As of December 31, 2025, we were in compliance with all covenants.

Subsequent Events.

On January 13, 2025, F&G completed its public offering of its 7.300% Junior Subordinated Notes due 2065 with an aggregate principal amount of $375 million (the “7.300% F&G Notes”).

F&G intends to use the net proceeds of this offering for general corporate purposes, including the repurchase, redemption or repayment at maturity of outstanding indebtedness.

On February 1, 2025, F&G redeemed the outstanding $300 million aggregate principal amount of its 5.50% senior notes due May 1, 2025.

Recent Equity Issuance.

On March 24, 2025, we completed a public offering of 8,000,000 shares of common stock, par value $0.001 per share, for net proceeds of $269 million.

In connection with the offering, we entered into an underwriting agreement, pursuant to which we granted the underwriters of the offering a 30-day option to purchase up to an additional 1,200,000 shares of common stock.

Pursuant to the underwriting agreement, the underwriters agreed to resell to FNF 4,500,000 shares of common stock at the same price per share paid by the underwriters, which was $33.60 per share.

The underwriters option subsequently expired unexercised.

The net proceeds from the offering were used for general corporate purposes, including the support of organic growth opportunities.

Obligations - Contractual and Other.

As of December 31, 2024, our required annual payments relating to contractual and other obligations were as follows:

As of December 31, 2025, our required annual payments relating to

contractual and other obligations were as follows:

2026 2027 2028 2029 2030 Thereafter Total

18 unchanged sentences

Some investments require that funding occur over a period of months or years.

We also have unfunded commitments to consolidated VIEs.

Please refer to Note C - Investments and Note N - Commitments and Contingencies to the Consolidated Financial Statements in Part II - Item 8 of this Annual Report on Form 10-K for additional details on unfunded commitments.

Stock Repurchase Program .

In 2023, F&G’s Board of Directors approved a three-year stock repurchase program, under which the Company may repurchase up to $50 million of F&G common stock.

All purchases are held as treasury stock.

The timing and extent of share repurchases will depend on a variety of factors, including, market conditions, regulatory requirements, and considerations as determined by management.

No shares were repurchased pursuant to the program during the years ended December 31, 2025 and December 31, 2024.

At December 31, 2025, the total remaining authorization of F&G common stock that may be repurchased was approximately $32 million.

FHLB Collateral.

21 unchanged sentences

Guarantor Financial Information

Our 2024 issuances of the 6.250% F&G Notes and 6.50% F&G Notes and the 2023 issuances of the 7.40% F&G Notes and the 7.95% F&G Notes are fully and unconditionally guaranteed on a senior, unsecured, unsubordinated basis, jointly and severally, by each of our existing and future direct and indirect subsidiaries that are guarantors of our obligations under the credit agreement (collectively, the “obligor group”).

Our 6.250% F&G Senior Notes, 6.50% F&G Senior Notes, 7.40% F&G Senior Notes and 7.95% F&G Senior Notes are fully and unconditionally guaranteed on a senior, unsecured, unsubordinated basis, jointly and severally, by each of our existing and future direct and indirect subsidiaries that are guarantors of our obligations under the credit agreement (collectively, the “obligor group”).

Refer to Note L - Notes Payable of the Consolidated Financial Statements in Part II - Item 8 of this Annual Report on Form 10-K for further information regarding these borrowings.

6 unchanged sentences

Total expenses 178 124

Income tax (expense) benefit 3 (1)

Income tax benefit (31) (3)

Net loss $ (124) $ (44)

10 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis