F&G Annuities & Life, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures 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, 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. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives. Management’s Report on Internal Control Over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only with proper authorizations; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. These inherent limitations are an intrinsic part of the financial reporting process. Therefore, although the Company’s management is unable to eliminate this risk, it is possible to develop safeguards to reduce it. 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. 231 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. Based on this assessment the Company's management concluded that its internal control over financial reporting was effective as of December 31, 2025 in accordance with the COSO criteria. The Company's independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on the effectiveness of the Company's internal control over financial reporting, which is included herein. Changes in Internal Control Over Financial Reporting An evaluation was performed under the supervision of the Company's management, including the CEO and CFO, of whether any change in the Company's internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) occurred during the quarter ended December 31, 2025. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that no change in the Company’s internal control over financial reporting occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Limitations on the Effectiveness of Controls A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Item 9B. Other Information Refer to Note A - Business and Summary of Significant Accounting Policies, Recent Developments for a discussion of subsequent events. During the quarter ended December 31, 2025, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.” Item 9C. Disclosures Regarding Foreign Jurisdiction that Prevent Inspections Not applicable. 232 Part III Items 10-14 Codes of Ethics Our board of directors has adopted a Code of Ethics for Senior Financial Officers, which is applicable to our Chief Executive Officer, our Chief Financial Officer and our Chief Accounting Officer, and a Code of Business Conduct and Ethics, which is applicable to all our directors, officers and employees. The purpose of these codes is to: (i) promote honest and ethical conduct, including the ethical handling of conflicts of interest; (ii) promote full, fair, accurate, timely and understandable disclosure; (iii) promote compliance with applicable laws and governmental rules and regulations; (iv) ensure the protection of our legitimate business interests, including corporate opportunities, assets and confidential information; and (v) deter wrongdoing. Our codes of ethics are designed to maintain our commitment to our longstanding standards for ethical business practices. Our reputation for integrity is one of our most important assets and each of our employees and directors is expected to contribute to the care and preservation of that asset. Under our codes of ethics, an amendment to or a waiver or modification of any ethics policy applicable to our directors or executive officers must be disclosed to the extent required under Securities and Exchange Commission and/or New York Stock Exchange rules. We intend to disclose any such amendment or waiver by posting it on our website at www.investors.fglife.com. Copies of our Code of Business Conduct and Ethics and our Code of Ethics for Senior Financial Officers are available for review on our website at www.investors.fglife.com. Policy Prohibiting Insider Trading and Related Procedures We have adopted an Insider Trading and Tipping Policy prohibiting insider trading and provides related procedures governing the purchase, sale, and other dispositions of the registrant's securities. This policy also prohibits tipping or disclosing material nonpublic information (“MNPI”) to outsiders. This policy is applicable to all directors, officers, employees, their immediate family, and any entities controlled by them who have regular access to MNPI. A copy of the insider trading policy is filed as an exhibit to this Annual Report on Form 10-K. Within 120 days after the close of our fiscal year, we intend to file with the Securities and Exchange Commission the matters required by these items. 233 Part IV Item 15. Exhibits, Financial Statement Schedules List of Documents Filed 1) Financial Statements See Index to Consolidated Financial Statements on Page 101 included in Item. 8 of Part II in this Annual Report on Form 10-K. 2) Financial Statement Schedules Schedule I - Summary of Investments - Other than Investments in Related Parties Schedule II - Condensed Financial Information of Parent Only Schedule III - Supplementary Insurance Information Schedule IV - Reinsurance All other schedules have been omitted since they are either not applicable or the information is contained within the accompanying consolidated financial statements. List of Exhibits The following is a list of exhibits filed or incorporated by reference as a part of this Annual Report on Form 10-K. Exhibit No. Description of Exhibits 2.1 Separation and Distribution Agreement, dated as of November 30, 2022, between Fidelity National Financial, Inc. and F&G Annuities & Life, Inc. (incorporated by reference to Exhibit No. 2.1 to the Company’s Current Report on Form 8-K, filed with the Commission on December 1, 2022). 3.1 Amended and Restated Certificate of Incorporation of F&G Annuities & Life, Inc. (incorporated by reference to Exhibit No. 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on December 1, 2022). 3.2 Amended and Restated Bylaws of F&G Annuities & Life, Inc. (incorporated by reference to Exhibit No. 3.2 to the Company’s Current Report on Form 8-K, filed with the Commission on December 1, 2022). 3.3 Certificate of Designations of the Company designating the 6.875% Series A Mandatory Convertible Preferred Stock, dated as of January 12, 2024 (incorporated by reference to Exhibit No. 5.1 to the Company’s Current Report on Form 8-K, filed with the Commission on January 16, 2024). 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 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 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). 234 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 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) . 4.9 Form of 7.950% Senior Notes due 2053 (included in Exhibit 4.1) incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Commission on December 6, 2023) . 4.10 Indenture, dated as of January 13, 2023, among F&G Annuities & Life, Inc., the guarantors named therein and Citibank, N.A., as trustee (incorporated by reference to Exhibit No. 4.1 to the Company’s Current Report on Form 8-K, filed with the Commission on January 13, 2023). 4.11 First Supplemental Indenture relating to the 7.400% Senior Notes due 2028, dated as of January 13, 2023, among F&G Annuities & Life, Inc., the guarantors named therein and Citibank, N.A., as trustee (incorporated by reference to Exhibit No. 4.2 to the Company’s Current Report on Form 8-K, filed with the Commission on January 13, 2023). 4.12 Form of 7.400% Senior Notes due 2028 (incorporated by reference to Exhibit No. 4.3 to the Company’s Current Report on Form 8-K, filed with the Commission on January 13, 2023). 4.13 Indenture, dated as of April 20, 2018, among Fidelity Guaranty & Life Holdings, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee, including the form of 5.50% Note due 2025 (incorporated by reference to Exhibit No. 4.1 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 4.14 First Supplemental Indenture, dated as of April 20, 2018, among Fidelity & Guaranty Life Holdings, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit No. 4.2 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 4.15 Second Supplemental Indenture, dated as of June 1, 2020, among Fidelity National Financial, Inc., Fidelity & Guaranty Life Holdings, Inc., and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit No. 4.3 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 4.16 Officer’s Certificate of Fidelity & Guaranty Life Holdings, Inc., dated April 13, 2021 (incorporated by reference to Exhibit No. 4.4 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 4.17 Description of Capital Stock (incorporated by reference to Exhibit No. 4.11 to the Company’s Annual Report on Form 10-K, filed with the Commission on February 29, 2024). 10.1 Tax Sharing Agreement, dated as of November 30, 2022, between Fidelity National Financial, Inc. and F&G Annuities & Life, Inc. (incorporated by reference to Exhibit No. 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on December 1, 2022). 10.2 Corporate Services Agreement, dated as of November 30, 2022, between Fidelity National Financial, Inc. and F&G Annuities & Life, Inc. (incorporated by reference to Exhibit No. 10.2 to the Company’s Current Report on Form 8-K, filed with the Commission on December 1, 2022). 10.3 Reverse Corporate Services Agreement, dated as of November 30, 2022, between Fidelity National Financial, Inc. and F&G Annuities & Life, Inc. (incorporated by reference to Exhibit No. 10.3 to the Company’s Current Report on Form 8-K, filed with the Commission on December 1, 2022). 10.4 † Employment Agreement, dated as of February 6, 2019, by and between FGL Holdings and Christopher Blunt (incorporated by reference to Exhibit No. 10.4 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 235 10.5 † Employment Agreement, dated November 14, 2013, by and between Fidelity & Guaranty Life Business Services, Inc. and Wendy J.B. Young (incorporated by reference to Exhibit No. 10.6 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.6 † Assignment of Employment Agreements, dated as of February 7, 2020, by and between FGL Holdings and F II Corp., and acknowledged and agreed to by Christopher Blunt, Jonathan Bayer and John Fleurant (incorporated by reference to Exhibit No. 10.7 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.7 † F&G Annuities & Life, Inc. 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit No. 10.4 to the Company’s Current Report on Form 8-K, filed with the Commission on December 1, 2022). 10.8 † F&G Annuities & Life, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit No. 10.5 to the Company’s Current Report on Form 8-K, filed with the Commission on December 1, 2022). 10.9† F&G Annuities & Life, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit No. 10.6 to the Company’s Current Report on Form 8-K, filed with the Commission on December 1, 2022). 10.10 Amended and Restated Omnibus Investment Management Agreement Termination Side Letter, dated as of June 1, 2020, by and among FGL Holdings, Fidelity National Financial, Inc. and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.10 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.11 Amended and Restated Sub-Manager Fee Agreement, dated as of June 1, 2020, by and among FGL Holdings, Fidelity National Financial, Inc. and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.11 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.12 Second Amended and Restated Investment Management Agreement, dated as of June 1, 2020, by and between FGL US Holdings Inc. and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.12 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.13 Second Amended and Restated Investment Management Agreement, dated as of June 1, 2020, by and between Fidelity & Guaranty Life Holdings, Inc. and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.13 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.14 Second Amended and Restated Investment Management Agreement, dated as of June 1, 2020, by and between F&G Life Re Ltd (f/k/a F&G Re Ltd) and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.14 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.15 Second Amended and Restated Investment Management Agreement, dated as of June 1, 2020, by and between CF Bermuda Holdings Limited and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.15 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.16 Second Amended and Restated Investment Management Agreement, dated as of June 1, 2020, by and between Fidelity and Guaranty Life Insurance Company and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.16 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.17 Investment Management Agreement, dated as of December 16, 2020, by and between F&G Cayman Re Ltd. and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.18 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.18 Investment Management Agreement, dated as of January 4, 2021, by and between F&G Annuities & Life, Inc. and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.19 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.19 Investment Management Agreement, dated as of July 29, 2021, by and between Fidelity & Guaranty Life Insurance Company and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.20 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 236 10.20 Amended and Restated Amendment to Investment Management Agreements; IMA Omnibus Termination Side Letter; SMA Fee Agreement and Participation Fee Agreement, dated September 24, 2021, by and among F&G Life & Annuities, Inc., Fidelity National Financial, Inc. and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.21 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.21 Note Purchase Agreement, dated as of December 20, 2021, between Kubera Insurance (SAC) Ltd. and F&G Annuities & Life, Inc. (incorporated by reference to Exhibit No. 10.22 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.22 Keepwell Agreement, dated December 17, 2020, between F&G Annuities & Life, Inc. and F&G Cayman Re Ltd. (incorporated by reference to Exhibit No. 10.23 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.23 Keepwell Agreement, dated December 17, 2020, between F&G Annuities & Life, Inc. and F&G Cayman Re Ltd. (incorporated by reference to Exhibit No. 10.24 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.24 † Retention Agreement between Fidelity & Guaranty Life Business Services, Inc. and John Currier dated February 16, 2023 (incorporated by reference to Exhibit No. 10.1 to the Company's Current Report on Form 8-K, filed with the Commission on February 21, 2023). 10.25 Amended and Restated Credit Agreement, dated as of February 16, 2024, by and among F&G Annuities & Life, Inc., a Delaware corporation, as the borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent, and the financial institutions party thereto as lenders (incorporated by reference to Exhibit No. 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on February 16, 2024). 10.26 Registration Rights Agreement relating to the 7.400% Senior Notes due 2028, dated as of January 13, 2023, among F&G Annuities & Life, Inc., the guarantors named therein and BofA Securities, Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the initial purchasers (incorporated by reference to Exhibit No. 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on January 13, 2023). 10.27 Amendment to the Amended and Restated Investment Management Agreements; IMA Omnibus Termination Side Letter and Existing SMA Fee Agreement, dated as of March 10, 2023, by and among F&G Annuities & Life Inc., Blackstone ISG-I Advisors L.L.C. and Fidelity National Financial, Inc. (incorporated by reference to Exhibit No. 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on March 10, 2023). 10.28 Letter regarding Blackstone Participation Fee in Respect of New Business, dated as of March 10, 2023, by and between F&G Annuities & Life Inc., and BilCar, LLC (incorporated by reference to Exhibit No. 10.2 to the Company Current Report on Form 8-K, filed with the Commission on March 10, 2023). 10.29 † Form of Notice of F&G Restricted Stock Grant dated November 15, 2023 under F&G 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit No. 10.30 to the Company's Annual Report on Form 10-K, filed with the Commission on February 29, 2024). 10.30 † Amended and Restated Retention Agreement between F&G Annuities & Life, Inc. and John D. Currier, Jr., dated as of May 8, 2024 (incorporated by reference to Exhibit No. 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on May 13, 2024). 10.31 Third Amended and Restated Investment Management Agreement, dated as of October 1, 2024, by and between Fidelity & Guaranty Life Insurance Company and Blackstone Advisors L.L.C. 10.32† Form of Notice of F&G Restricted Stock Grant dated November 8, 2024, under F&G 2022 Omnibus Incentive Plan. 10.33† Form of Notice of F&G Director Restricted Stock Grant dated November 8, 2024, under F&G 2022 Omnibus Incentive Plan. 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. 10.35†^ 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). 237 10.37 Underwriting Agreement, dated March 20, 2025, among BofA Securities, Inc. and J.P. 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. 21.1* List of Subsidiaries. 23.1* Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. 24* Power of Attorney (set forth on the signature page to this Annual Report on Form 10-K and incorporated by reference herein). 31.1* Certification of Chief Executive Officer, pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer, pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 † F&G Annuities & Life, Inc. Incentive-Based Compensation Recovery Policy (incorporated by reference to Exhibit 97 to the Company's Annual Report on Form 10-K, filed with the Commission on February 29, 2024). 101.INS * Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document. 101.SCH * Inline XBRL Taxonomy Extension Schema Document. 101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document. 101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document. 104* The cover page from the Company’s Annual Report on Form 10-K for the twelve-month period ended December 31, 2024 is formatted in Inline XBRL (Extensible Business Reporting Language) and contained in Exhibit 101. * Filed herewith. ** Furnished herewith. † Indicates management contract or compensatory plan or agreement. ^ Certain identified information has been excluded from the exhibit because it both (i) is not material and (ii) is the type of information that the company treats as confidential or private. Item 16. Form 10-K Summary None. 238 Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. F&G Annuities & Life, Inc. (Registrant) Date: February 26, 2026 By: /s/ Conor Murphy Conor Murphy President and Chief Financial Officer (on behalf of the Registrant and as Principal Financial Officer) POWERS OF ATTORNEY KNOW ALL BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Christopher O. 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. Signature Title Date /s/ Christopher O. Blunt Director, Chief Executive Officer February 26, 2026 Christopher O. Blunt (Principal Executive Officer) /s/ Conor Murphy President and Chief Financial Officer February 26, 2026 Conor Murphy (Principal Financial and Accounting Officer) /s/ William P. Foley, II Director and Executive Chairman of the Board February 26, 2026 William P. Foley, II /s/ Douglas K. Ammerman Director February 26, 2026 Douglas K. Ammerman /s/ Celina J. Wang Doka Director February 26, 2026 Celina Wang Doka /s/ Douglas Martinez Director February 26, 2026 Douglas Martinez /s/ Michael J. Nolan Director February 26, 2026 Michael J. Nolan /s/ Raymond R. Quirk Director February 26, 2026 Raymond R. Quirk /s/ John D. Rood Director February 26, 2026 John D. Rood 239 Schedule I F&G ANNUITIES & LIFE, INC. AND SUBSIDIARIES SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN RELATED PARTIES December 31, 2025 (In millions) Amortized Cost Fair Value Amount Shown on Consolidated Balance Sheets Fixed maturity securities, available for sale: United States Government full faith and credit $ 495 $ 493 $ 493 United States Government sponsored entities 194 196 196 United States municipalities, states and territories 1,562 1,355 1,355 Foreign Governments 292 261 261 Corporate securities: Finance, insurance and real estate 9,699 9,309 9,309 Manufacturing, construction and mining 1,496 1,386 1,386 Utilities, energy and related sectors 4,098 3,681 3,681 Wholesale/retail trade 4,124 3,732 3,732 Services, media and other 5,916 5,142 5,142 Hybrid securities 625 609 609 Non-agency residential mortgage-backed securities 2,646 2,649 2,649 Commercial mortgage-backed securities 5,298 5,155 5,155 Asset-backed securities 7,982 7,842 7,842 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 Equity securities 414 341 341 Limited partnerships: Private equity 2,010 2,010 2,079 Real assets 690 693 886 Credit 1,643 1,643 1,643 Limited partnerships 4,343 4,346 4,608 Commercial mortgage loans 3,242 3,025 3,242 Residential mortgage loans 4,649 4,424 4,649 Other (primarily derivatives and company owned life insurance) 2,006 2,341 2,859 Short term investments 927 927 1,043 Total investments $ 70,873 $ 68,104 $ 69,442 See Report of Independent Registered Public Accounting Firm 240 Schedule II F&G ANNUITIES & LIFE, INC. (Parent Only) CONDENSED FINANCIAL INFORMATION OF PARENT ONLY SUPPLEMENTAL CONDENSED BALANCE SHEETS (In millions) December 31, 2025 2024 Assets Investments in consolidated subsidiaries $ 6,630 $ 5,545 Fixed maturity securities, available for sale 237 — Mortgage loans, net of allowance for credit losses of $ 3 and $ 3 at December 31, 2025 and 2024, respectively 90 84 Short term-investments 40 — Cash and cash equivalents 43 202 Prepaid expenses and other assets 8 11 Income taxes receivable 33 22 Total assets $ 7,081 $ 5,864 Liabilities and Equity Accounts payable and other liabilities $ 30 $ 37 Intercompany payables 9 6 Deferred tax liability, net 1 — Notes payable 2,237 1,870 Total liabilities 2,277 1,913 Equity: Preferred stock $ 0.001 par value; authorized 25,000,000 shares as of December 31, 2025 and 2024; outstanding and issued 5,000,000 shares as of December 31, 2025 and 2024 — — F&G common stock, $ 0.001 par value; authorized 500,000,000 shares as of December 31, 2025 and 2024; outstanding of 135,610,292 and 126,792,844 as of December 31, 2025 and 2024, respectively, and issued of 137,056,106 and 127,952,143 as of December 31, 2025 and 2024, respectively — — Additional paid-in-capital 3,764 3,464 Retained earnings 2,568 2,440 Accumulated other comprehensive income (loss) ( 1,488 ) ( 1,923 ) Treasury stock, at cost ( 1,445,814 shares and 1,159,299 shares as of December 31, 2025 and 2024, respectively) ( 40 ) ( 30 ) Total equity 4,804 3,951 Total liabilities and equity $ 7,081 $ 5,864 See Report of Independent Registered Public Accounting Firm. 241 Schedule II (continued) F&G ANNUITIES & LIFE, INC. (Parent Only) CONDENSED FINANCIAL INFORMATION OF PARENT ONLY SUPPLEMENTAL CONDENSED INCOME STATEMENTS (In millions) Year Ended December 31, 2025 2024 2023 Revenues: Life insurance premiums and other fees $ — $ 2 $ 3 Interest and investment income 21 18 16 Total revenues 21 20 19 Expenses: Other operating expenses 11 7 5 Interest expense 149 118 75 Total expenses 160 125 80 Earnings (loss) before income tax expense and equity in earnings of subsidiaries ( 139 ) ( 105 ) ( 61 ) Income tax benefit ( 41 ) ( 21 ) ( 13 ) Earnings (loss) before equity in earnings of subsidiaries ( 98 ) ( 84 ) ( 48 ) Equity in earnings (loss) of subsidiaries 363 723 ( 10 ) Net earnings (loss) 265 639 ( 58 ) Less: Preferred stock dividend 17 17 — Net earnings (loss) attributable to F&G common shareholders $ 248 $ 622 $ ( 58 ) See Report of Independent Registered Public Accounting Firm. 242 Schedule II (continued) F&G ANNUITIES & LIFE, INC. (Parent Only) CONDENSED FINANCIAL INFORMATION OF PARENT ONLY SUPPLEMENTAL CONDENSED CASH FLOW STATEMENTS (In millions) Year Ended December 31, 2025 2024 2023 Cash Flows from Operating Activities: Net earnings (loss) $ 265 $ 639 $ ( 58 ) Adjustments to reconcile net earnings (loss) to net cash (used in) provided by operating activities: Equity in (earnings) loss of subsidiaries ( 363 ) ( 723 ) 10 (Gain) loss on sales of investments — 2 — Stock-based compensation cost 31 29 23 Net change in income taxes ( 10 ) ( 9 ) 47 Net change in other assets and other liabilities ( 65 ) ( 65 ) ( 28 ) Net cash used in operating activities ( 142 ) ( 127 ) ( 6 ) Cash Flows from Investing Activities: Proceeds from sales, calls and maturities of investments 11 28 2 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: Borrowings 375 1,050 845 Debt issuance costs ( 11 ) ( 20 ) ( 12 ) Capital contributions ( 295 ) ( 493 ) ( 589 ) Net revolving credit facility (repayments) borrowings — ( 365 ) ( 185 ) 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 (decrease) increase in cash and cash equivalents ( 159 ) 190 ( 40 ) Cash and cash equivalents at beginning of period 202 12 52 Cash and cash equivalents at end of period $ 43 $ 202 $ 12 See Report of Independent Registered Public Accounting Firm. 243 Schedule III F&G ANNUITIES & LIFE, INC. AND SUBSIDIARIES SUPPLEMENTARY INSURANCE INFORMATION (In millions) Year Ended December 31, 2025 2024 2023 Deferred acquisition costs $ 3,637 $ 3,036 $ 2,215 Future policy benefits, losses, claims and loss expenses 10,755 8,749 7,050 Other policy claims and benefits payable 100 102 92 Life insurance premiums and other fees 2,795 2,860 2,413 Interest and investment income 2,837 2,719 2,211 Benefits, claims, losses and settlement expenses ( 3,963 ) ( 3,791 ) ( 3,553 ) Amortization of deferred policy acquisition costs ( 357 ) ( 280 ) ( 191 ) Other operating expenses, net of deferrals ( 156 ) ( 203 ) ( 146 ) See Report of Independent Registered Public Accounting Firm. 244 Schedule IV F&G ANNUITIES & LIFE, INC. AND SUBSIDIARIES SUPPLEMENTAL REINSURANCE SCHEDULE (In millions) For the Year Ended December 31, 2025 Gross Amount Ceded to other companies Assumed from other companies Net Amount Percentage of amount assumed to net Life insurance in force $ 13,148 $ ( 1,306 ) $ — $ 11,842 — % Premiums and other considerations: Traditional life insurance premiums 115 ( 85 ) — 30 — Life-contingent PRT premiums 2,108 — — 2,108 — Annuity product charges and other fees 717 ( 60 ) — 657 — Total premiums and other considerations $ 2,940 $ ( 145 ) $ — $ 2,795 — % For the Year Ended December 31, 2024 Gross Amount Ceded to other companies Assumed from other companies Net Amount Percentage of amount assumed to net Life insurance in force $ 10,906 $ ( 1,370 ) $ — $ 9,536 — % Premiums and other considerations: Traditional life insurance premiums 129 ( 94 ) — 35 — Life-contingent PRT premiums 2,217 — — 2,217 — Annuity product charges and other fees 655 ( 47 ) — 608 — Total premiums and other considerations $ 3,001 $ ( 141 ) $ — $ 2,860 — % For the Year Ended December 31, 2023 Gross Amount Ceded to other companies Assumed from other companies Net Amount Percentage of amount assumed to net Life insurance in force $ 8,448 $ ( 1,436 ) $ — $ 7,012 — % Premiums and other considerations: Traditional life insurance premiums 148 ( 105 ) — 43 — Life-contingent PRT premiums 1,964 — — 1,964 — Annuity product charges and other fees 455 ( 49 ) — 406 — Total premiums and other considerations $ 2,567 $ ( 154 ) $ — $ 2,413 — % See Report of Independent Registered Public Accounting Firm. 245