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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-28 · 34 added, 38 removed, 430 unchanged (14% of the section changed)

2 unchanged sentences

An evaluation was performed under the supervision and with participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report.

Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that, as of December 31, 2024, the Company’s disclosure controls and procedures were effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is

recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that, as of December 31, 2025, the Company’s disclosure controls and procedures were effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Notwithstanding the foregoing, there can be no assurance that the Company’s disclosure controls and procedures will detect or uncover all failures of persons within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.

12 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We completed the Roar acquisition on January 2, 2024 (see Note P - Acquisitions of the Notes to Consolidated Financial Statements included in Part II.

Item 8 of this Annual Report on Form 10-K).

The scope of management’s assessment of the effectiveness of the Company’s disclosure controls and procedures did not include the internal controls over financial reporting of Roar.

This exclusion is in accordance with the SEC Staff’s general guidance that an assessment of a recently acquired business may be omitted from the scope of management’s assessment for one year following the acquisition.

Roar represented approximately 1.4% of our total revenues for the year ended December 31, 2024.

Total assets of the acquired business as of December 31, 2024 represented approximately 0.5% of total consolidated assets, consisting principally of goodwill and intangible assets.

As a result of the closing of the Roar acquisition, we have incorporated internal controls over significant processes specific to the acquisition that we believe are appropriate and necessary in consideration of the level of related integration.

As the post-closing integration continues, we will continue to review the internal controls and processes of Roar and may take further steps to integrate such controls and processes with those of the Company.

The Company's management, under the supervision of and with the participation of the CEO and CFO, assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2025 based on criteria for effective control over financial reporting described in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013.

58 unchanged sentences

4.1 Form of Indenture, between F&G, and Citibank, N.A., as trustee (incorporated by reference to Exhibit No.

4.1 to the Company’s Curre nt Report on Form 8- K , filed with the Commission on January 13 , 2025).

4.2 F orm of First Supplemental Indenture relating to the 7.300% Junior Subordinated Notes due 2065, between F&G Annuities and Life , Inc.

and Citibank, N.A., as trustee (i ncorporate d by reference to Exhibit No.

4.2 on the Comp any ’ s Current Report on Form 8- K , filed wit h the Commission on January 13 , 2025 ) .

4.1 to the Company’s Current Report on Form 8-K, filed with the Commission on January 13, 2025).

4.2 Form of First Supplemental Indenture relating to the 7.300% Junior Subordinated Notes due 2065, between F&G Annuities and Life, Inc.

and Citibank, N.A., as trustee (incorporated by reference to Exhibit No.

4.2 on the Company’s Current Report on Form 8-K, filed with the Commission on January 13, 2025).

4.3 Form of 7.300% Junior Subordinated Note due 2065 (included in Exhibit 4.2) (incorporated by reference to Exhibit No.

4.3 on the Company’s Current Re port on Form 8- K , filed with the Commission on January 13 , 2025).

4.3 on the Company’s Current Report on Form 8-K, filed with the Commission on January 13, 2025).

4.4 Fifth Supplemental Indenture relating to F&G Annuities & Life, Inc.’s 6.250% senior notes due 2034, dated as of October 4, 2024, among F&G Annuities & Life Inc., the guarantors named therein and Citibank, N.A., as trustee (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the Commission on October 4, 2024).

4.5 F orm of F&G Annuities & Life, Inc.

’ s 6.250% senior notes due 2034 ( inc orporated by reference to Exhibit No.

4.1 to the Comp any ’ s Current Report on Form 8-K, filed with the Commission on Oc to ber 4, 2024).

4.5 Form of F&G Annuities & Life, Inc.’s 6.250% senior notes due 2034 (incorporated by reference to Exhibit No.

4.1 to the Company’s Current Report on Form 8-K, filed with the Commission on October 4, 2024).

4.6 Fourth Supplemental Indenture relating to F&G Annuities & Life, Inc’s 6.500% senior notes due 2029 (incorporated by reference to Exhibit No.

4.1 to the Company’s Current Report on Form 8-K, filed with the Commission on June 4, 2024).

4.7 F orm of F&G Annuities and Life, Inc .

’ s 6.500 % senior notes due 2029 (incorporated by reference to Exhibit 4.2 to the Comp any ’ s Current Report on Form 8-K, filed with the Commission on June 4, 2024).

4.7 Form of F&G Annuities and Life, Inc.’s 6.500% senior notes due 2029 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the Commission on June 4, 2024).

4.8 Third Supplemental Indenture relating to the 7.950% Senior Notes due 2053, dated as of December 6, 2023, among F&G Annuities & Life, Inc., the guarantors named therein and Citibank, N.A., as trustee (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the Commission on December 6, 2023) .

35 unchanged sentences

3 to Form 10, filed with the Commission on November 10, 2022).

Employment Agreement, dated as of November 11, 2019, by and between FGL Holdings and John Fleurant (incorporated by reference to Exhibit No.

10.5 to the Company’s Amendment No.

3 to Form 10, filed with the Commission on November 10, 2022).

Employment Agreement, dated November 14, 2013, by and between Fidelity & Guaranty Life Business Services, Inc.

107 unchanged sentences

10.34 Investment Management Agreement, dated as of November 6, by and between Fidelity & Guaranty Life Insurance Company of New York and Blackstone ISG-I Advisors, L.L.C.

10.36*†^

Employment Agreement between Fidelity & Guaranty Annuities & Life, Inc., and Conor Murphy effective as of April 1, 2025 .

Employment Agreement between Fidelity & Guaranty Annuities & Life, Inc., and Conor Murphy effective as of April 1, 2025 (incorporated by reference to Exhibit 10.36 on the Company’s Annual Report on Form 10-K, filed with the Commission on February 28, 2025).

10.36† Amendment No.

1 to Employment Agreement between Fidelity & Guaranty Annuities & Life, Inc.

and Conor Murphy, dated August 6, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on August 8, 2025).

10.37 Underwriting Agreement, dated March 20, 2025, among BofA Securities, Inc.

Morgan Securities LLC, as representatives of the several underwriters named therein, and F&G Annuities & Life, Inc (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed with the Commission on March 24, 2024).

10.38*† Form of Notice of F&G Restricted Stock Grant dated November 10, 2025, under F&G 2022 Omnibus Incentive Plan.

10.39*† Form of Notice of F&G Director Restricted Stock Grant dated November 10, 2025, under F&G 2022 Omnibus Incentive Plan.

19.1* Insider Trading and Tipping Policy 2025.

25 unchanged sentences

February 26, 2026 By:

/s/ Wendy J.B.

Executive Vice President, Chief Financial Officer

/s/ Conor Murphy

President and Chief Financial Officer

(on behalf of the Registrant and as Principal Financial Officer)

1 unchanged sentence

KNOW ALL BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Christopher O.

Blunt and Wendy J.B.

Young, and each of them, acting individually, as his true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Blunt and Conor Murphy, and each of them, acting individually, as his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

4 unchanged sentences

Blunt (Principal Executive Officer)

/s/ Wendy J.B.

Young Executive Vice President, Chief Financial Officer February 28, 2025

Young (Principal Financial and Accounting Officer)

/s/ Conor Murphy President and Chief Financial Officer February 26, 2026

Conor Murphy (Principal Financial and Accounting Officer)

/s/ William P.

32 unchanged sentences

Asset-backed securities 7,982 7,842 7,842

Collateralized loan obligations 5,299 5,379 5,379

Collateralized loan obligations and loan-backed private originations 10,865 10,890 10,890

Total fixed maturity securities, available for sale $ 55,292 $ 52,700 $ 52,700

19 unchanged sentences

Mortgage loans, net of allowance for credit losses of $ 3 and $ 3 at December 31, 2025 and 2024, respectively

Short term-investments 40 —

Cash and cash equivalents 43 202

5 unchanged sentences

Intercompany payables 9 6

Deferred tax liability, net 1 —

Notes payable 2,237 1,870

2 unchanged sentences

authorized 25,000,000 shares as of December 31, 2025 and 2024;

outstanding and issued 5,000,000 and 0 shares as of December 31, 2024 and 2023, respectively

outstanding and issued 5,000,000 shares as of December 31, 2025 and 2024

F&G common stock, $ 0.001 par value;

40 unchanged sentences

Net earnings (loss) $ 265 $ 639 $ ( 58 )

Adjustments to reconcile net earnings to net cash (used in) provided by operating activities:

Adjustments to reconcile net earnings (loss) to net cash (used in) provided by operating activities:

Equity in (earnings) loss of subsidiaries ( 363 ) ( 723 ) 10

Loss on sales of investments 2 — 1

(Gain) loss on sales of investments — 2 —

Stock-based compensation cost 31 29 23

4 unchanged sentences

Proceeds from sales, calls and maturities of investments 11 28 2

Net cash provided by investing activities 28 2 4

Purchases of investment securities ( 388 ) — —

Net proceeds from sales, maturities, and purchases of short-term investment securities 110 — —

Net cash (used in) provided by investing activities ( 267 ) 28 2

Cash Flows from Financing Activities:

4 unchanged sentences

Dividends paid ( 137 ) ( 121 ) ( 77 )

Dividends from subsidiaries 59 — —

Purchases of treasury stock ( 10 ) ( 12 ) ( 18 )

Issuance of preferred stock — 250 —

Issuance of common stock 269 — —

Net cash provided by (used in) financing activities 250 289 ( 36 )

Net increase (decrease) in cash and cash equivalents 190 ( 40 ) 49

Net (decrease) increase in cash and cash equivalents ( 159 ) 190 ( 40 )

Cash and cash equivalents at beginning of period 202 12 52

42 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 9A. Controls and Procedures