What changed in this filing

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Item 1. Business

2025-02-28 compared with 2024-02-29 · 266 added, 223 removed, 862 unchanged (36% of the section changed)

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and its subsidiaries, taken together.

We are a leading provider of (i) title insurance, escrow and other title-related services, including trust activities, trustee sales guarantees, recordings and reconveyances and home warranty products and (ii) transaction services to the real estate and mortgage industries.

FNF is one of the nation’s largest title insurance companies operating through its title insurance underwriters - Fidelity National Title Insurance Company ("FNTIC"), Chicago Title Insurance Company ("Chicago Title"), Commonwealth Land Title Insurance Company ("Commonwealth Land Title"), Alamo Title Insurance and National Title Insurance of New York Inc.

- which collectively issue more title insurance policies than any other title company in the United States.

We are a leading provider of (i) title insurance, escrow and other title-related services, including trust activities, trustee sales guarantees, recordings and reconveyances and home warranty and (ii) transaction services to the real estate and mortgage industries.

("National Title of New York") - which collectively issue more title insurance policies than any other title company in the United States.

Through our subsidiary ServiceLink Holdings, LLC ("ServiceLink"), we provide mortgage transaction services including title-related services and facilitation of production and management of mortgage loans.

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As a result of the F&G Distribution, F&G is a separate, publicly traded company and its businesses, assets and liabilities consist of those related to F&G’s business as a provider of insurance solutions serving retail annuity and life customers and institutional clients.

Through F&G’s insurance subsidiaries, including Fidelity & Guaranty Life Insurance Company ("FGL Insurance") and Fidelity & Guaranty Life Insurance Company of New York ("FGL NY Insurance"), F&G intends to continue to market a broad portfolio of deferred annuities (fixed indexed annuities ("FIAs") and multi-year guarantee annuities ("MYGAs") or other fixed rate annuities), immediate annuities, indexed universal life insurance ("IUL"), funding agreements (through funding agreement-backed notes issuances and the Federal Home Loan Bank of Atlanta) and pension risk transfer solutions.

Through F&G’s insurance subsidiaries, including Fidelity & Guaranty Life Insurance Company ("FGL Insurance") and Fidelity & Guaranty Life Insurance Company of New York ("FGL NY Insurance"), F&G markets a broad portfolio of deferred annuities, including fixed indexed annuities ("FIA"), registered index-linked annuities ("RILA"), (together referred to as indexed annuities) and fixed rate annuities including multi-year guarantee annuities ("MYGAs"), immediate annuities, indexed universal life insurance ("IUL"), funding agreements (through funding agreement-backed notes issuances ("FABNs") and the Federal Home Loan Bank of Atlanta ("FHLB")) and pension risk transfer solutions ("PRTs").

All of FNF’s core title insurance, real estate, technology and mortgage related businesses, assets and liabilities that are not held by F&G remain with FNF.

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This segment primarily consists of operations of our annuities and life insurance related businesses.

This segment issues a broad portfolio of annuity and life insurance products, including deferred annuities (fixed indexed and fixed rate annuities), immediate annuities, and indexed universal life ("IUL") insurance, through its retail distribution channels.

This segment also provides funding agreements and pension risk transfer ("PRT") solutions through its institutional channels.

This segment issues a broad portfolio of annuity and life insurance products, including deferred annuities, immediate annuities, and IUL insurance, through its retail distribution channels.

This segment also provides funding agreements and PRTs through its institutional channels.

• Corporate and Other.

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We have strong relationships with the customers who use our title services.

Our distribution network, which includes approximately 1,300 dire ct title offices and approximat ely 5,200 agents , is among the largest in the United States.

Our distribution network, which includes approximatel y 1,300 dire ct title offices and approximat ely 5,100 agents , is among the largest in the United States.

We also benefit from strong brand recognition in our multiple title brands that allows us to access a broader client base than if we operated under a single consolidated brand and provides our customers with a choice among brands.

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Trusted by distributors.

We have long-standing relationships with a broad range of distributors representing more than 112,000 independent agents and financial advisors, and built on our reputation for transparency and a consistently competitive product portfolio.

We have long-standing relationships with a broad range of distributors representing nearly 138,000 independent agents and financial advisors, and built on our reputation for transparency and a consistently competitive product portfolio.

We offer fixed annuities and life insurance products through a network of approximately 22 leading banks and broker dealers and approximately 300 Independent Marketing Organizations (“IMOs”) that provide back-office support for thousands of independent insurance agents.

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Durable investment management edge.

Our strategic partnership with Blackstone provides a sustained competitive advantage for our business.

Our liability profile and risk appetite drives our investment strategy.

Our strategic partnership with Blackstone Inc.

("Blackstone") provides a sustained competitive advantage for our business.

Our liability profile and risk appetite drive our investment strategy.

F&G’s investment and risk offices set strategic asset allocation and risk limits.

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Our high quality, diversified investment portfolio is well positioned to withstand macroeconomic headwinds and continues to perform well.

We have enhanced the return while improving the credit quality of our portfolio, and credit related impairments remain low, averaging 7 basis points over the past 3 years, below our pricing assumption.

Clean and profitable in-force book.

As a life insurer, we generate spread earnings based on our assets under management and over the lifetime of the liabilities in place.

Our disciplined new business underwriting process provides us with stable

liabilities, primarily in products that reset annually, which has allowed us to achieve consistently attractive lifetime returns.

Approximately 93% of our $33.0 billion fixed indexed and fixed rate annuities account value are surrender-charge protected and our asset and liability cash flows are well matched.

Our disciplined new business underwriting process provides us with stable liabilities, primarily in products that reset annually, which has allowed us to achieve consistently attractive lifetime returns.

Approximately 93% of our $35.6 billion FIAs and fixed rate annuities account value are surrender-charge protected and our asset and liability cash flows are well matched.

Additionally, our funding agreements, pension risk transfer and immediate annuities are non-surrenderable.

Track record of attracting top talent.

F&G’s management team and nearly 1,200 employees have a record of long-term success and have delivered impressive results in the last few years.

F&G’s management team and over 1,300 employees have a record of long-term success and have delivered impressive results in the last few years.

Our commitment to our cultural values is the cornerstone of our success, whereby F&G is a company of individuals who believe in the power of partnerships, encourage innovation and creativity, and are transparent about decisions while delivering on their commitments.

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We believe that in order to maintain and strengthen our title insurance customer base, we must operate our strongest brands in a given marketplace independently of each other.

Our national and regional brands include FNTIC, Chicago Title, Commonwealth Land Title, Lawyers Title, Ticor Title, Alamo Title, and National Title of New York.

Our national and regional brands include FNTIC, Chicago Title, Commonwealth Land Title, Lawyers Title Company, Ticor Title Company, Alamo Title, and National Title of New York.

In our largest markets, we operate multiple brands.

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We believe that our focus on our operating margins is essential to our continued success in the title insurance business.

Regardless of the business cycle in which we may be operating, we seek to continue to evaluate and manage our cost structure and make appropriate adjustments where

economic conditions dictate.

Regardless of the business cycle in which we may be operating, we seek to continue to evaluate and manage our cost structure and make appropriate adjustments where economic conditions dictate.

This continual focus on our cost structure helps us to better maintain our operating margins.

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We believe that our future success depends in part on our ability to anticipate industry changes and offer products and services that meet evolving industry standards.

In connection with our Title segment service offerings, we are continuing to deploy new information system technologies to our direct and agency operations.

We continue to improve the process of ordering title and

escrow services and improve the delivery of our products to our customers.

In connection with our Title segment service offerings, we are continuing to deploy new

information system technologies to our direct and agency operations.

We continue to improve the process of ordering title and escrow services and improve the delivery of our products to our customers.

In order to meet new regulatory requirements, we also continue to expand our data collection and reporting abilities.

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("Demotech"), an independent firm, total operating income for the entire U.S.

title insurance industry has increased over the last five years from approximately $15.9 billion in 2018 to $27.6 billion in 2021 and $23.4 billion in 2022.

The size of the industry is closely tied to various macroeconomic factors, including, but not limited to, growth in the gross domestic product, inflation, unemployment, the availability of credit, consumer confidence, interest rates, and sales volumes and prices for new and existing homes, as well as the volume of refinancing of previously issued mortgages.

title insurance industry has increased from approximately $16.9 billion in 2019 to $23.3 billion in 2022 prior to decreasing to $16.5 billion in 2023.

The size of the industry is closely tied to various macroeconomic factors, including, but not limited to, growth in the gross domestic product, inflation, unemployment, the availability of credit, consumer confidence, interest rates, housing inventory and sales volumes, and prices for new and existing homes, as well as the volume of refinancing of previously issued mortgages.

Most real estate transactions consummated in the U.S.

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Our Title segment revenue is closely related to the level of real estate activity that includes sales, mortgage financing and mortgage refinancing.

For further discussion of current trends in real estate activity in the United States, see discussion under Business Trends and Conditions included in Item 7 of Part II of this Annual Report, which is incorporated by reference into this Item 1 of Part I.

For further discussion of current trends in real estate activity in the U.S., see discussion under Business Trends and Conditions included in Item 7 of Part II of this Annual Report, which is incorporated by reference into this Item 1 of Part I.

Title Insurance Policies.

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This lender’s policy insures the lender against any defect affecting the priority of the mortgage in an amount equal to the outstanding balance of the related mortgage loan.

An owner’s policy is typically also issued, insuring the buyer against defects in title in an amount equal to the purchase price.

refinancing transaction, only a lender’s policy is generally purchased because ownership of the property has not changed.

policy is typically also issued, insuring the buyer against defects in title in an amount equal to the purchase price.

In a refinancing transaction, only a lender’s policy is generally purchased because ownership of the property has not changed.

In the case of an all-cash real estate purchase, no lender’s policy is issued but typically an owner’s title policy is issued.

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The title insurer is also responsible for the cost of defending the insured title against covered claims.

The insurer’s actual exposure at any given time;

however, generally is less than the total face amount of policies outstanding because the coverage of a lender’s policy is reduced and eventually terminated as a result of payments on the mortgage loan.

The insurer’s actual exposure at any given time, however, generally is less than the total face amount of policies outstanding because the coverage of a lender’s policy is reduced and eventually terminated as a result of payments on the mortgage loan.

A title insurer also generally does not know when a property has been sold or refinanced except when it issues the replacement coverage.

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In either case, the agent is responsible to ensure that the search and examination is completed.

The agent thus retains the majority of the title premium collected, with the balance remitted to the title underwriter for bearing the risk of loss in the event that a claim is made under the title insurance policy.

The agent thus retains the majority of the title premium collected, with the balance remitted to the title underwriter as compensation for bearing the risk of loss in the event that a claim is made under the title insurance policy.

Independent agents may select among several title underwriters based upon their relationship with the underwriter, the amount of the premium “split” offered by the underwriter, the overall terms and conditions of the agency agreement and the scope of services offered to the agent.

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Claims result from a wide range of causes.

These causes generally include, but are not limited to, search and exam errors, forgeries, incorrect legal descriptions, signature and notary errors, unrecorded liens, mechanics’ liens, the failure to pay off existing liens, mortgage lending fraud, mishandling or theft of settlement funds (including independent agency theft), and mistakes in the escrow process.

Under our policies, we are required to defend insureds when covered claims are filed against

their interest in the property.

mistakes in the escrow process.

Under our policies, we are required to defend insureds when covered claims are filed against their interest in the property.

Some claimants seek damages in excess of policy limits.

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Our excess of loss reinsurance coverage is split into four contracts.

The first excess of loss reinsurance contract provides an $75 million limit of coverage from a single loss occurrence for losses in excess of a $25 million retention per single loss occurrence.

The first excess of loss reinsurance contract provides a $75 million limit of coverage from a single loss occurrence for losses in excess of a $25 million retention per single loss occurrence.

The second excess of loss reinsurance contract ("Second XOL Contract") provides an additional $300 million limit of coverage from a single loss occurrence, with the Company co-participating at approximately 10%.

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Each of the insurers is subject to a holding company act in its state of domicile, which regulates, among other matters, the ability to pay dividends and enter into transactions with affiliates.

The laws of most states in which we transact business establish supervisory agencies with broad administrative powers relating to issuing and revoking licenses to transact business;

regulating trade practices;

licensing agents;

approving policy forms and accounting and financial practices;

establishing reserves and capital and surplus in regards to policyholder requirements defining suitable investments for reserves and capital and surplus;

approving rate schedules;

The laws of most states in which we transact business establish supervisory agencies with broad administrative powers relating to issuing and revoking licenses to transact business, regulating trade practices, licensing agents, approving policy forms and accounting and financial practices, establishing reserves and capital and surplus in regard to policyholder requirements defining suitable investments for reserves and capital and surplus, approving rate schedules, etc.

The state regulation process for rate changes ranges from states that set rates, to states where individual companies or associations of companies prepare rate filings that are submitted for approval, to a few states in which rate changes do not need to be filed for approval.

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There are no restrictions on our retained earnings regarding our ability to pay dividends to shareholders.

The combined statutory capital and surplus of our title insurers was approximate ly $1,225 million and $1,350 million as of December 31, 2023, and 2022, respectively.

The combined statutory capital and surplus of our title insurers was approxim ately $1,223 million and $1,225 million as of December 31, 2024, and 2023, respectively.

The combined statutory earnings of our title insurers were $587 million, $503 million and $778 million for the years ended December 31, 2024 , 2023 and 2022 , respectively.

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Various governmental entities are studying the title insurance product, market, pricing, and business practices, and potential regulatory and legislative changes, which may materially affect our business and operations.

From time to time, we are assessed fines for violations of regulations or other matters or enter into settlements with such authorities that may require us to pay fines or claims or take other actions.

For further discussion, see Item 3, Legal Proceedings.

Occasionally, we are assessed fines for violations of regulations or other matters or enter into settlements with such authorities that may require us to pay fines or claims or take other actions.

For further discussion, see Item 3.

Legal Proceedings .

Before a person can acquire control of a U.S.

insurance company, prior written approval must be obtained from the insurance commissioner of the state in which the insurer is domiciled.

Prior to granting approval of an application to acquire control of a domestic insurer, the state insurance commissioner will consider such factors as the financial strength of the applicant;

Prior to granting approval of an application to acquire control of a domestic insurer, the state insurance commissioner will consider factors such as the financial strength of the applicant;

the integrity and management of the applicant’s Board of Directors and executive officers;

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The National Association of Insurance Commissioners ("NAIC") has adopted an instruction requiring an annual certification of reserve adequacy by a qualified actuary.

Because all of the states in which our title insurers are domiciled require adherence to NAIC filing procedures, each such insurer, unless it qualifies for an exemption, must file an actuarial opinion with respect to the adequacy of its reserves.

Because all the states in which our title insurers are domiciled require adherence to NAIC filing procedures, each such insurer, unless it qualifies for an exemption, must file an actuarial opinion with respect to the adequacy of its reserves.

For further information associated with regulation, refer to Item 1A.

Risk Factors.

Title Insurance Ratings.

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Our title subsidiaries include Alamo Title, Chicago Title, Commonwealth Land Title, FNTIC and National Title of New York.

Standard & Poor’s Ratings Group (“S&P”) and Moody’s Investors Service (“Moody’s”) provide ratings for the entire FNF family of companies as a whole as follows:

Standard & Poor’s Ratings Group (“S&P”) and Moody’s Investors Service (“Moody’s”) provide ratings for the FNF family of companies as a whole as follows:

FNF family of companies A A2

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Demotech provides financial strength/stability ratings for each of our title insurance underwriters individually, as follows:

Alamo Title Insurance A'

Chicago Title Insurance Company A''

Commonwealth Land Title Insurance Company A'

Fidelity National Title Insurance Company A'

National Title Insurance of New York A'

Alamo Title A'

Chicago Title A''

Commonwealth Land Title A'

National Title of New York A'

Demotech states that its ratings of A" and A' reflect its opinion that the insurer possesses unsurpassed ability to maintain liquidity of invested assets, quality reinsurance, acceptable financial leverage and realistic pricing while simultaneously establishing loss and loss adjustment expense reserves at reasonable levels.

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These financial strength ratings should not be relied on with respect to making an investment in our securities.

For further information, refer to Item 1A.

Risk Factors — " If the rating agencies downgrade our insurance companies, our results of operations and competitive position in the title insurance industry may suffer .”

For further information associated with ratings, refer to Item 1A.

Risk Factors.

Investment Policies and Investment Portfolio.

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(2) This category is composed of unrated securities.

The following table presents certain information regarding contractual maturities of our fixed maturity securities at December 31, 2023 :

The following table presents certain information regarding contractual maturities of our fixed maturity securities as of December 31, 2024 and 2023 :

December 31, 2024

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$ 1,952 100.0 % $ 1,901 100.0 %

December 31, 2023

Amortized % of Fair % of

Maturity Cost Total Value Total

(Dollars in millions)

One year or less $ 320 16.0 % $ 313 16.0 %

After one year through five years 1,113 55.6 1,080 55.3

After five years through ten years 373 18.6 368 18.8

After ten years 121 6.0 116 6.0

Mortgage-backed/asset-backed securities 77 3.8 77 3.9

$ 2,004 100.0 % $ 1,954 100.0 %

Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

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As of December 31, 2024 and 2023 , we held $166 million and $263 million, respectively, in investments that are accounted for using the equity method of accounting.

As of December 31, 2023, and 2022 , other long-term investments wer e $95 million and $127 million, respectively.

As of December 31, 2024 and 2023 , other long-term investments $126 million and $95 million, respectively.

Other long-term investments include other investments carried at fair value and company-owned life insurance policies carried at cash surrender value.

Short-term investments, which consist primarily of commercial paper and money market instruments that have an original maturity of one year or less, are carried at amortized cost, which approximates fair value.

As of December 31, 2023, and 2022 , short-term investments were approximately $667 million an d $1 billion, respectively.

As of December 31, 2024 and 2023 , short-term investments were approximately $640 million an d $667 million, respectively.

Our investment results for the years ended December 31, 2024 , 2023 and 2022 were as follows:

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Net investment income (1) $ 405 $ 396 $ 236

Average invested assets (2) $ 7,932 $ 12,816 $ 10,285

Effective return on average invested assets 5.0 % 1.8 % 1.1 %

(1) Net investment income as reported in our Consolidated Statements of Earnings has been adjusted in the presentation above to provide the tax equivalent yield on tax exempt investments and to exclude interest earned on cash and cash equivalents.

Average cash and invested assets (2) $ 8,298 $ 9,271 $ 14,184

Effective return on average cash and invested assets 4.9 % 4.3 % 1.7 %

(1) Net investment income as reported in our Consolidated Statements of Earnings has been adjusted in the presentation above to provide the tax equivalent yield on tax exempt investments.

Net investment income includes fees earned by holding customer funds in escrow (off-balance sheet) during facilitation of tax-deferred property exchanges.

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See Note E Investments to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for a detail of our interest income.

(2) For the years ended December 31, 2023, 2022 and 2021, average invested assets include off-balance sheet customer funds used in the facilitation of tax-deferred property exchanges of $4,436 million, $8,296 million and $6,526 million, respectively.

Through F&G, and its wholly-owned insurance subsidiaries, we market a broad portfolio of deferred annuities (fixed indexed and fixed rate annuities), immediate annuities, indexed universal life insurance, funding agreements and pension risk transfer solutions.

(2) For the years ended December 31, 2024 , 2023 and 2022 , average invested assets include off-balance sheet customer funds used in the facilitation of tax-deferred property exchanges of $3,613 mil lion, $4,436 million and $8,296 million, respectively.

Through F&G, and its wholly-owned insurance subsidiaries, we market a broad portfolio of annuities, including fixed indexed annuities (“FIAs”), registered index-linked annuities (“RILAs”), (together referred to as “indexed annuities”), multi-year guarantee annuities (“MYGAs”) as well as pension risk transfer (“PRT”) solutions, indexed universal life (“IUL”) insurance and institutional funding agreements.

For more than 60 years, F&G has helped middle-income Americans prepare for retirement and for their loved ones' financial security.

We partner with leading IMOs and their agents to serve the needs of the middle-income market and develop competitive products to align with their evolving needs.

During 2020, F&G entered into the bank and broker dealer distribution channels to connect with even more customers.

During 2020, F&G entered the bank and broker dealer distribution channels to connect with even more customers.

As of December 31, 2024, F&G has approximately 731,000 policyholders who count on the safety and protection features our fixed annuity and life insurance products provide.

We also serve approximately 115,000 plan participants who will receive their pension payments from F&G through our pension risk transfer solutions.

Through the efforts of F&G's approximately 1,300 employees, most of whom are located in Des Moines, Iowa, and through a network of approximately 300 IMOs and 22 leading banks and independent broker dealers, representing approximately 138,000 independent agents and advisers, we offer various types of fixed annuities and life insurance products.

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In addition, our IUL insurance products provide our customers with a complementary product that allows them to build on their savings and provide a payment to their designated beneficiaries upon the policyholder’s death.

Our most popular products are FIAs that tie contractual returns to specific market indices, such as the S&P 500 Index.

Our customers value our FIAs, which provide a portion of the gains of an underlying market index, while also providing principal protection.

Our most popular products are indexed annuities that tie contractual returns to specific market indices, such as the S&P 500 Composite Stock Price Index (the "S&P 500 Index").

Our customers value our indexed annuities, which provide a portion of the gains of an underlying market index, while also providing principal protection.

We believe this mix of “some upside but limited downside” fills the need for middle-income Americans who must save for retirement but who want to limit the risk of decline in their savings.

For the year ended December 31, 2024, FIAs generated approximately 44% of our total gross sales.

The remaining 64% of sales were primarily generated from funding agreements (9%), fixed rate annuities (39%), PRT sales (15%), and IUL (1%).

The remaining 56% of sales were primarily generated from fixed rate annuities, 33%, PRT sales, 15%, funding agreements, 7%, and IUL, 1%.

We invest the proceeds primarily in fixed income securities.

We also use options and futures that hedge the index credit of our FIA and IUL liabilities by replicating the market index returns to our policyholders.

We invest predominantly in options on the S&P 500 Index.

The majority of our products allow for active management to achieve targeted lifetime returns.

We invest in options on indices such as the S&P 500 Index.

Most of our products allow for active management to achieve targeted lifetime returns.

In addition, our annuity contracts generally either cannot be surrendered or include surrender charges that discourage early redemptions.

Through F&G’s insurance subsidiaries, we issue a broad portfolio of deferred annuities (FIA and fixed rate annuities), immediate annuities, and PRT solutions.

Through F&G’s insurance subsidiaries, we issue a broad portfolio of deferred annuities (indexed annuities and fixed rate annuities), immediate annuities, and PRT solutions.

A deferred annuity is a type of contract that accumulates value on a tax deferred basis and typically begins making specified periodic or lump sum payments a certain number of years after the contract has been issued.

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Deferred Annuities – FIAs .

Our FIAs allow contract owners the possibility of earning returns linked to the performance of a specified market index, predominantly the S&P 500 Index, while providing principal protection.

Our FIAs allow contract owners the possibility of earning returns linked to the performance of a specified market index, such as the S&P 500 Index, while providing principal protection.

The contract owners typically make a single deposit into our deferred annuities.

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Surrender charges apply for early withdrawal, typically for seven to fourteen years after purchase.

We purchase derivatives consisting predominantly of over-the-counter options and, to a lesser degree, futures contracts (specifically for FIA contracts) on the equity indices underlying the applicable policy such as the S&P 500.

These derivatives are used to fund the index credits due to policyholders under the FIA and IUL contracts based upon policyholders’ contract elections.

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The cost of the hedge is included in the pricing of the product and can be reset on an annual basis for each policy based on market conditions.

The majority of all such call options are one-year options purchased to match the funding requirements underlying the FIA/IUL contracts.

The majority of all such equity options are one-year options purchased to match the funding requirements underlying the FIA/IUL contracts.

On the anniversary dates of the FIA/IUL contracts, the market index used to compute the annual index credit under the contracts is reset.

At such time, we purchase new call options to fund the next index credit.

At such time, we purchase new equity options to fund the next index credit.

We manage the cost of these purchases through the terms of our FIA/IUL contracts, which permit us to change caps or participation rates, subject to certain guaranteed minimums on each contract’s anniversary date.

The change in the fair value of the options and futures contracts is generally designed to offset the equity market related change in the fair value of the FIA/IUL contract’s related reserve liability.

The options and futures contracts are marked to fair value with the change in fair value included as a component of “Recognized gains and losses, net” in our Consolidated Statements of Earnings.

The change in

the fair value of the options and futures contracts is generally designed to offset the equity market related change in the fair value of the FIA/IUL contract’s related reserve liability.

The options and futures contracts are marked to fair value with the change in fair value included as a component of “Recognized gains and losses, net” in our Consolidated Statements of Operations.

The change in fair value of the options and futures contracts includes the gains and losses recognized at the expiration of the instrument’s term or upon early termination and the changes in fair value of open positions.

Generally Accepted Accounting Principles in the U.S.

("GAAP") accounting of the reserve liability for products with embedded derivatives such as FIA creates additional volatility beyond the accounting for the options and the futures.

The contract holder account value of a FIA contract is equal to the sum of deposits paid, premium bonuses, if any, (described below), and index credits based on the change in the relevant market index (subject to a cap, spread and/or a participation rate) less any fees for riders and any withdrawals taken to-date.

Generally accepted accounting principles (“GAAP”) accounting of the reserve liability for products with embedded derivatives such as FIA creates additional volatility beyond the accounting for the options and the futures.

The contractholder account value of a FIA contract is equal to the sum of deposits paid, premium bonuses, if any, (described below), and index credits based on the change in the relevant market index (subject to a cap, spread and/or a participation rate) less any fees for riders and any withdrawals taken to-date.

Caps (a maximum rate that may be credited) generally range from 1% to 10% when measured annually and 1% to 3% when measured monthly, spreads (a credited rate determined by deducting a specific rate from the index return) generally range from 1% to 3% when measured annually, and participation rates (a credited rate equal to a percentage of index return) generally range from 50% to 250% of the performance of the applicable market index.

The cap, spread and participation rate can typically be reset annually and in some instances every two to five years.

Certain riders provide a variety of benefits, such as the ability to increase their cap, lifetime

income or additional liquidity for a set fee.

Certain riders provide a variety of benefits, such as the ability to increase their cap, lifetime income or additional liquidity for a set fee.

As this fee is fixed, the contract holder may lose principal if the index credits received do not exceed the amount of such fee.

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MYGAs are similar to fixed rate annual reset annuities except that the initial crediting rate is guaranteed for a specified number of years before it may be changed at our discretion.

As of December 31, 2023, crediting rates on outstanding (i) single-year guaranteed annuities generally ranged from 1% to 6% and (ii) MYGA ranged from 1% to 5%.

As of December 31, 2024, crediting rates on outstanding single-year guaranteed annuities generally ranged from 2% to 6% and MYGA ranged from 1% to 6%.

The average crediting rate on all outstanding fixed rate annuities at December 31, 2024, was 5%.

Deferred Annuities - Registered Index-Linked Annuities (“RILA”).

– In early 2024, we entered into the RILA markets.

RILAs are similar to FIAs in offering the policyholder the opportunity for tax-deferred growth based in part on the performance of a market index.

Compared to an FIA, RILAs have the potential for higher returns but also have the potential for risk of loss to principal and related earnings.

In early 2024, we entered the RILA markets.

RILAs are similar to indexed annuities in offering the policyholder the opportunity for tax-deferred growth based in part on the performance of a market index.

Compared to an indexed annuity, RILAs have the potential for higher returns but also have the potential for risk of loss to principal and related earnings.

RILAs provide the ability for the policyholder to participate in the positive performance of certain market indices during a term, limited by a cap or adjusted for a participation rate.

Negative performance of the market indices during a term can result in negative policyholder returns, with downside protection typically provided in the form of either a “buffer” or a “floor” to limit the policyholder’s exposure to market loss.

A "buffer" is protection from negative exposure up to a certain percentage, typically 10 or 20 percent.

A "buffer" is protection from negative exposure up to a certain percentage, typically 10% or 20%.

A "floor" is protection from negative exposure less than a stated percentage (i.e., the policyholder risks exposure of loss up to the "floor", but is protected against any loss in excess of this amount).

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After the first year following the issuance of a deferred annuity policy, holders of deferred annuities are typically permitted penalty-free withdrawals up to a contractually specified amount.

The penalty-free withdrawal amount is typically 10% of the prior year account value for FIAs, and is typically up to accumulated interest for fixed rate annuities, subject to certain restrictions.

The penalty-free withdrawal amount is typically 10% of the prior year account value for indexed annuities and is typically up to accumulated interest for fixed rate annuities, subject to certain restrictions.

Withdrawals in excess of allowable penalty-free amounts are assessed a surrender charge if such withdrawals are made during the penalty period of the deferred annuity policy.

The penalty period typically ranges from seven to fourteen years for FIAs and three to ten years for fixed rate annuities.

This surrender charge initially ranges from 9% to 15% of the contract value for FIAs and is 9% of the contract value for fixed rate annuities and generally decreases by approximately one to two percentage points per year during the penalty period.

The average surrender charge was 7% for our FIAs and 7% for our fixed rate annuities as of December 31, 2023.

The penalty period typically ranges from seven to fourteen years for indexed annuities and three to ten years for fixed rate annuities.

surrender charge initially ranges from 8% to 14% of the contract value for indexed annuities and is 8% of the contract value for fixed rate annuities.

The charge generally decreases by approximately one to two percentage points per year during the penalty period.

The average surrender charge was 8% for our indexed annuities and 7% for our fixed rate annuities as of December 31, 2024.

A market value adjustment (“MVA”) will also apply in most states to any withdrawal that incurs a surrender charge, subject to certain exceptions.

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Generally, if interest rates have risen, the MVA will decrease surrender value, whereas if rates have fallen, it will increase surrender value.

At December 31, 2023, approximately 78% of our business included an MVA feature.

As of December 31, 2024, approximately 81% of our business included an MVA feature.

The following table summarizes our deferred annuity account values and surrender charge protection as of December 31, 2024:

SURRENDER CHARGE EXPIRATION BY YEAR Fixed Rate and Fixed Indexed Annuities Account Value Percent of Total Weighted Average Surrender Charge

SURRENDER CHARGE EXPIRATION BY YEAR Fixed Rate and Indexed Annuities Account Value Percent of Total Weighted Average Surrender Charge

(In millions)

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Total $ 35,553 100 % 7 %

Subsequent to the penalty period, the policyholder may elect to take the proceeds of the surrender either in a single payment or in a series of payments over the life of the policyholder or for a fixed number of years (or a combination of these payment options).

Subsequent to the penalty period, the policyholder may elect to take the proceeds of the surrender either in a single payment or in a series of payments over the life of the policy or for a fixed number of years (or a combination of these payment options).

In addition to the foregoing withdrawal rights, policyholders may also elect to have additional withdrawal benefits by purchasing a GMWB.

Single Premium Immediate Annuities .

We have previously sold single premium immediate annuities (“SPIAs”), which provide a series of periodic payments for a fixed period of time or for the life of the policyholder, according to the policyholder’s choice at the time of issue.

We have previously sold single premium immediate annuities (“SPIAs”), which provide a series of periodic payments for a fixed period of time or for the life of the contract, according to the policyholder’s choice at the time of issue.

The amounts, frequency and length of time of the payments are fixed at the outset of the annuity contract.

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The insurer periodically deducts its expenses and the cost of life insurance protection from the cash value account.

The balance of the cash value account is credited interest at a fixed rate or returns based on the performance of a market index, or both, at the option of the policyholder, using a method similar to that described above for FIAs.

In addition to the annual renewal premium, we are diversifying earnings through strong growth in our middle market life insurance business.

Funding Agreements.

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F&G currently utilizes two forms of funding agreement offerings.

The first is through the issuance of collateralized funding agreements with the Federal Home Loan Bank of Atlanta (the "FHLB").

The first is through the issuance of collateralized funding agreements with the FHLB.

This enables spread-based income without longevity or mortality exposure given the certainty in liability profile.

Funding agreements through the FHLB are flexible in their format and the ability to issue during broad windows, as long as sufficient eligible collateral has been deposited with the bank.

In June 2021, we established a funding agreement backed note ("FABN") program, which is a medium term note program under which funding agreements are issued to a special-purpose trust that issues marketable notes.

F&G and its predecessors have been entering into funding agreements with the FHLB since at least 2004.

In June 2021, we established a FABN Program, which is a medium term note program under which funding agreements are issued to a special-purpose trust that issues marketable notes.

The notes are underwritten and marketed by major investment banks’ broker-dealer operations and are sold to institutional investors.

These FABN offerings are more limited regarding timing of issuance, but do not require collateralization as with the FHLB.

The maximum aggregate principal amount permitted to be outstanding at any one time under the FABN Program is currently $5.0 billion.

The maximum aggregate principal amount permitted to be

outstanding at any one time under the FABN Program is currently $5.0 billion.

As of December 31, 2024, we had approximately $2.5 billion outstanding under the FABN Program.

Pension Risk Transfer.

In July 2021, we entered the pension risk transfer ("PRT") market.

In July 2021, we entered the PRT market.

A PRT occurs when a defined-benefit pension provider seeks to remove some or all of its obligation to pay guaranteed retirement income or post-retirement benefits to plan participants.

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Distribution .

We distribute our annuity and life insurance products through three main channels of distribution:

We distribute our annuity and life insurance products through three main retail channels of distribution:

independent agents, banks, and broker dealers.

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The agent may get customer leads from the IMOs.

The agent conducts fact finding and presents suitable product choices to the customers.

The agent conducts a fact finding and presents suitable product choices to the customers.

We monitor the business issued by each distribution partner for pricing metrics, mortality, persistency, as well as market conduct and suitability.

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We believe that our relationships with these IMOs are strong.

The average tenure of the Power Partners is approximately 20 years.

We identify Power Partners as those who have demonstrated the ability to generate significant production for our business.

We currently have 41 Power Partners, comprised of 19 annuity IMOs and 22 life insurance IMOs.

The average tenure of the Power Partners is approximately 21 years.

We took a similar approach in launching products as a new entrant into the bank and broker dealer channels by partnering with one of the largest broker dealers in the industry.

In 2020, F&G launched a set of fixed rate annuity and FIA products to banks and broker dealers, and gained selling agreements with some of the largest banks and broker dealers in the United States.

In 2020, F&G launched a set of fixed rate annuity and indexed annuity products to banks and broker dealers and gained selling agreements with some of the largest banks and broker dealers in the United States.

We offer our products through a network of approximately 22 banks and broker dealers, representing approximately 12,000 financial advisers.

The financial advisers at our bank and broker dealer partners are able to offer their clients guaranteed rates of return, protected growth, and income for life through our Secure series of annuity products.

The financial advisers at our bank and broker dealer partners can offer their clients guaranteed rates of return, protected growth, and income for life through our secure series of annuity products.

We employ a hybrid distribution model in this channel, whereby some financial institutions partner directly with F&G and our sales team, and others work with an intermediary.

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Bank and broker dealers represented 42% of annuity sales for the year ended December 31, 2024.

The top five states for the distribution of FGL Insurance’s products in the year ended December 31, 2023, were Florida, California, Pennsylvania, Ohio and Texas, which together accounted for 38.5% of FGL Insurance’s premiums.

In addition, beginning in 2021, our institutional business offers funding agreement products to institutional clients by means of capital markets transactions through investment banks.

Funding agreements are also executed through the FHLB.

In 2021, we also entered the PRT solutions business by building an experienced team and then working with brokers and institutional consultants for distribution.

These institutional solutions leverage our existing team's spread-based capabilities as well as our strategic partnership with Blackstone.

The top 5 states for the distribution of F&G retail products in the year ended December 31, 2024, were Florida, California, Pennsylvania, Texas and Ohio, which together accounted for 38.7% of FGL Insurance’s premiums.

Within our F&G segment, we embrace a long-term conservative investment philosophy, investing nearly all the insurance premiums we receive in a wide range of high-quality debt securities.

Our investment strategy is designed to (i) preserve capital, (ii) provide consistent yield and investment income, and (iii) achieve attractive absolute returns.

We base all of our decisions on fundamental, bottom-up research, coupled with a top-down view that respects the cyclicality of certain asset classes.

Our investment strategy is designed to preserve capital, provide consistent yield and investment income and achieve attractive absolute returns.

We base all our decisions on fundamental, bottom-up research, coupled with a top-down view that respects the cyclicality of certain asset classes.

The types of assets in which we may invest are influenced by various state laws, which prescribe qualified investment assets applicable to insurance companies.

FGL Insurance and certain other subsidiaries of F&G (other than FGL NY Insurance) are party to investment management agreements ("IMAs") with Blackstone ISG-I Advisors LLC (“BIS”) pursuant to which BIS is appointed as investment manager of the F&G Accounts.

FGL Insurance and certain other subsidiaries of F&G are party to investment management agreements ("IMAs") with Blackstone ISG-I Advisors LLC (“BIS”) pursuant to which BIS is appointed as investment manager of the F&G Accounts.

Effective October 1, 2024, FGL Insurance amended and restated its IMA with BIS to increase a fee cap from 26 basis points to 30 basis points.

This increase did not change the overall economics of the IM as it was not material in nature.

There are no specified minimum amounts of assets that we have agreed that BIS will manage;

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As of December 31, 2024, approximately 81% of our $60 billion investment portfolio was managed by BIS, with 18% managed by other third parties, and the remaining 1% internally managed.

BIS, in accordance with our IMAs, has delegated certain investment services

to its affiliates, including Blackstone’s Credit, Real Estate Debt and Asset-Based Finance businesses, in each case, pursuant to separate sub-management agreements executed between BIS and each such affiliate.

BIS, in accordance with our IMAs, has delegated certain investment services to its affiliates, including Blackstone’s Credit, Real Estate Debt and Asset-Based Finance businesses, in each case, pursuant to separate sub-management agreements executed between BIS and each such affiliate.

Effective January 1, 2025, FGL NY Insurance and BIS entered into an IMA pursuant to which BIS is appointed as investment manager of substantially all assets in the general account of FGL NY Insurance .

FGL NY Insurance terminated its current IMA with its current investment manager effective December 31, 2024.

There are no separate agreements or arrangements between BIS or its affiliates, on the one hand, and FGL NY Insurance or its affiliates, on the other hand, concerning the IMA between BIS and FGL NY Insurance.

Our investment portfolio consists of high-quality fixed maturities, including publicly issued and privately issued corporate bonds, municipal and other government bonds, asset-backed securities ("ABS"), residential mortgage-backed securities ("RMBS"), commercial mortgage-backed securities ("CMBS"), commercial mortgage loans ("CMLs"), residential mortgage loans ("RMLs"), limited partnership investments and other investments.

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We closely manage our outsourcing partners and integrate their services into our operations.

We believe that outsourcing such functions allows us to focus capital and our employees on our core business operations and perform differentiating functions, such as investment, actuarial, product development and risk management functions.

We believe that outsourcing such functions allows us to focus capital and our employees on our core business operations and perform differentiating functions, such as finance, actuarial, product development and risk management functions.

In addition, we believe an outsourcing model provides predictable pricing, service levels and volume capabilities and allows us to benefit from technological developments that enhance our customer self-service and sales processes.

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Financial strength ratings represent the opinions of rating agencies regarding the ability of an insurance company to meet its financial obligations under an insurance policy and generally involve quantitative and qualitative evaluations by rating agencies of a company’s financial condition and operating performance.

Generally, rating agencies base their financial strength ratings upon information furnished to them by the insurer and upon their own investigations, studies and assumptions.

Generally, rating agencies base their financial strength ratings upon information furnished to them by

the insurer and upon their own investigations, studies and assumptions.

Financial strength ratings are based upon factors of concern to policyholders, agents and intermediaries and are not directed toward the protection of investors.

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F&G Annuities & Life, Inc.

Issuer Credit / Default Rating Not Rated BBB- BBB Ba1

Issuer Credit / Default Rating Not Rated BBB- BBB Baa3

Outlook Stable Stable Stable

Senior Unsecured Notes (2028 maturity) (a)

Not Rated BBB- BBB- Not Rated

Senior Unsecured Notes Not Rated BBB- BBB- Baa3

Junior Unsecured Notes (a) Not Rated BB BB Ba1

CF Bermuda Holdings Limited

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Outlook Stable Stable Stable

Senior Unsecured Notes BBB BBB BBB Baa2

Outlook Stable Stable

Operating Subsidiary Ratings

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Outlook Stable

(a) Reflects rating of $375 million Junior Subordinated Notes due 2065 issued in January 2025

(b) Ratings removed for Fidelity & Guaranty Life Holdings, Inc.

Senior Unsecured Notes due 2025 following full redemption in February 2025

Best, S&P, Fitch and Moody’s review their ratings of insurance companies from time to time.

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Please refer to Note F Derivative Financial Instruments to our audited Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for disclosure around the Company's requirement to maintain minimum ratings.

If the insurance subsidiaries held net short positions against a counterparty, and the subsidiaries’ financial strength ratings were below the levels required in the ISDA agreement with the counterparty, the counterparty would demand immediate further collateralization, which could negatively impact overall liquidity.

collateralization, which could negatively impact overall liquidity.

Based on the fair value of our derivatives as of December 31, 2024, we hold no net short positions against a counterparty;

therefore, there is currently no potential exposure for us to post collateral.

therefore, we were not required to post collateral at December 31, 2024.

A downgrade of the financial strength rating of one of our principal insurance subsidiaries could affect our competitive position in the insurance industry and make it more difficult for us to market our products, as potential customers may select companies with higher financial strength ratings.

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Risk management is a critical part of our business.

acceptable for a given risk driver, (v) establishing operational risk limits that are aligned with the tolerances, (vi) assigning risk limit quantification and mitigation responsibilities to individual team members within functional groups, (vii) analyzing the potential qualitative and quantitative impact of individual risks, including but not limited to stress and scenario testing covering over eight economic and insurance related risks, (viii) mitigating risks by appropriate actions and (ix) identifying, documenting and communicating key business risks in a timely fashion.

We seek to assess risk to our business through a formalized process involving (i) identifying short-term and long-term strategic and operational objectives, (ii) development of risk appetite statements that establish what the company is willing to accept in terms of risks to achieving its goals and objectives, (iii) identifying the levers that control the risk appetite of the company, (iv) establishing the overall limits of risk acceptable for a given risk driver, (v) establishing operational risk limits that are aligned with the tolerances, (vi) assigning risk limit quantification and mitigation responsibilities to individual team members within functional groups, (vii) analyzing the potential qualitative and quantitative impact of individual risks, including but not limited to stress and scenario testing covering over eight economic and insurance related risks, (viii) mitigating risks by appropriate actions and (ix) identifying, documenting and communicating key business risks in a timely fashion.

The responsibility for monitoring, evaluating and responding to risk is assigned first to our management and employees, second to those occupying specialist functions, such as legal compliance and risk teams, and third to those occupying supervisory functions, such as internal audit and the board of directors.

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We are able to further manage risk with various forms of collateral or collateral arrangements, including secured trusts, funds withheld arrangements and irrevocable letters of credit.

Please refer to Note O F&G Reinsurance to our Consolidated Financial Statements included in Part II - Item 8 of this Annual Report on Form 10-K for further discussion on reinsurance, reinsurance recoverables for our largest reinsurers and credit risk and counterparty risk.

See “Item 7A.

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Hannover Reinsurance Transaction .

FGL Insurance has a reinsurance agreement with Hannover Life Reassurance Company of America (Bermuda) Ltd., an unaffiliated reinsurer, to reinsure an in-force block of its FIA and fixed deferred annuity contracts with GMWB and Guaranteed Minimum Death Benefit (“GMDB”) guarantees.

In accordance with the terms of this agreement, we cede 70% net retention of secondary guarantee payments in excess of account value for GMWB and GMDB guarantees.

FGL Insurance has a reinsurance agreement with Hannover Life Reassurance Company of America (Bermuda) Ltd., an unaffiliated reinsurer, to reinsure an in-force block of its indexed annuity and fixed deferred annuity contracts with GMWB and Guaranteed Minimum Death Benefit (“GMDB”) guarantees.

In accordance with the terms of this agreement, we cede 70% net retention of secondary guarantee payments in excess of account value for GMWB

and GMDB guarantees.

The effects of this agreement are not accounted for as reinsurance as it does not satisfy the risk transfer requirements for GAAP;

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FGL Insurance has a reinsurance agreement with Kubera Insurance (SAC) Ltd.

(“Kubera”), an unaffiliated reinsurer, to cede a quota share of certain FIA statutory reserves on a coinsurance funds withheld basis, net of applicable existing reinsurance.

(“Kubera”), an unaffiliated reinsurer, to cede a quota share of certain indexed annuity statutory reserves on a coinsurance funds withheld basis, net of applicable existing reinsurance.

This agreement has been amended several times to include additional FIA policies, with the latest amendment effective December 1, 2024.

The effects of this agreement are not accounted for as reinsurance as it does not satisfy the risk transfer requirements for GAAP;

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Based on the current level of the treaty assets and projections that these policies will be profitable over the lifetime of the agreement, we do not expect significant fundings to occur under the NPA.

As of December 31, 2023, and December 31, 2022, the amount funded under the NPA was insignificant.

As of December 31, 2024 and 2023, the amount funded under the NPA was insignificant.

Kubera & Somerset Reinsurance Transactions.

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As the policies ceded to Somerset are investment contracts, there is no significant insurance risk present and the reinsurance agreements are accounted for as separate investment contracts.

Effective July 1, 2024, FGL Insurance amended the existing flow reinsurance agreement with Somerset to additionally cede the base contract benefits and GMWB riders attached under certain FIA policies on a coinsurance funds withheld quota share basis written on or after July 1, 2024.

As the base contract benefits and GWMB riders are ceded to Somerset, there is sufficient insurance risk present that results in this portion of the reinsurance agreement being accounted for as reinsurance.

Everlake Reinsurance Transaction.

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As the policies ceded to Everlake are investment contracts, there is no significant insurance risk present and the effects of this agreement are accounted for as a separate investment contract.

Effective January 1, 2025, F&G amended the existing flow reinsurance agreement with Everlake Life Insurance Company (“Everlake”) to cede future additional MYGA business for agreed upon periods to Everlake pursuant to an offer and acceptance process, rather than on a flow basis.

The amendment included a cession of an inforce block of certain MYGA policies on a coinsurance quota share basis.

Aspida Reinsurance Transaction.

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New Re Reinsurance Transaction.

Effective December 31, 2022, FGL Insurance entered into an indemnity reinsurance agreement with New Reinsurance Company Ltd., an unaffiliated reinsurer and wholly owned subsidiary of Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München (d/b/a Munich Re), to cede certain FIA policies.

Effective July 1, 2023, this agreement was amended to reinsure additional FIA products.

The coinsurance quota share is only applicable to the base contract benefits under the FIA policies.

Effective July 1, 2023, this agreement was amended to reinsure additional indexed annuity products.

The coinsurance quota share is only applicable to the base contract benefits under the indexed annuity policies.

The yearly renewable term is applicable to the waiver of surrender charges and return of premium.

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The industry has reduced or eliminated redundancies thereby increasing capital using a variety of techniques including reserve facilities.

F&G has a reinsurance treaty with Raven Reinsurance Company (“Raven Re”), its wholly owned captive reinsurance company, to cede the Commissioners Annuity Reserve Valuation Method (“CARVM”) liability for annuity benefits where surrender charges are waived related to certain FIA, DA and MYGA policies.

FGL Insurance has a reinsurance treaty with Raven Reinsurance Company (“Raven Re”), its wholly owned captive reinsurance company, to cede the Commissioners Annuity Reserve Valuation Method (“CARVM”) liability for annuity benefits where surrender charges are waived related to certain indexed annuities, deferred annuity and MYGA policies.

In connection with the CARVM reinsurance agreement, FGL Insurance and Raven Re entered into an agreement with Nomura Bank International plc (“NBI”) to establish a reserve financing facility in the form of a letter of credit issued by NBI.

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Under the terms of the reimbursement agreement, in the event the letter of credit is drawn upon, Raven Re is required to repay the amounts utilized, and FGAL is obligated to repay the amounts utilized if Raven Re fails to make the required reimbursement.

Under the terms of the agreement, FGAL is also required to make a capital contribution to Raven Re in certain circumstances, including in the event that Raven Re’s statutory capital and surplus falls below defined levels.

As of December 31, 2023, and December 31, 2022, no capital contributions were required to be made due to these conditions.

Under the terms of the agreement, F&G Annuities & Life, Inc.

(“FGAL”) is also required to make a capital contribution to Raven Re in certain circumstances, including in the event that Raven Re’s statutory capital and surplus falls below defined levels.

As of December 31, 2024 and 2023, no capital contributions were required to be made due to these conditions.

As this letter of credit is provided by an unaffiliated financial institution, Raven Re is permitted to carry the letter of credit as an admitted asset on the Raven Re statutory balance sheet.

GMWB/GWP Reinsurance Transaction .

Effective December 31, 2023, FGL Insurance recaptured its reinsurance arrangement with Canada Life Assurance Company (“Canada Life”) United States Branch covering FIA policies with GMWB and guaranteed withdrawal payment (“GWP”) features and entered into a reinsurance treaty with Corbeau Re, Inc.

(“Corbeau Re”), its wholly owned captive reinsurance company, to cede certain FIA policies with GMWB and GWP.

In accordance with the terms of this agreement, FGL Insurance cedes a 100% quota share of GMWB and GWP paid in excess of account value.

Effective December 31, 2023, FGL Insurance recaptured its reinsurance arrangement with Canada Life Assurance Company (“Canada Life”) United States Branch covering indexed annuity policies with GMWB and guaranteed withdrawal payment (“GWP”) features and entered into a reinsurance treaty with Corbeau Re, Inc.

(“Corbeau Re”), its wholly owned captive reinsurance company, to cede certain indexed annuity policies with GMWB and GWP.

In connection with the reinsurance agreement between FGL Insurance and Corbeau Re, Corbeau Re entered into an excess of loss reinsurance agreement (“XOL”) with Canada Life Barbados Branch to finance the portion of statutory reserves considered to be non-economic.

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(“F&G Life Re”), a Bermuda reinsurer, covering a quota share of certain pension risk transfer group annuity contracts and entered into an agreement with its affiliate F&G Cayman Re Ltd.

(“F&G Cayman Re”), a Cayman Islands reinsurer, to reinsure a quota share of certain pension risk transfer group annuity contracts (previously ceded to F&G Life Re) in addition to flow pension risk transfer group annuity contracts.

(“F&G Cayman Re”), a Cayman Islands reinsurer, to reinsure a quota share of certain PRT group annuity contracts (previously ceded to F&G Life Re) in addition to flow PRT group annuity contracts.

Some of the contracts reinsured are held by FGL Insurance’s general account and others are held by a FGL Insurance separate account (which does not meet the GAAP definition of a separate account).

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Raven Re is a special purpose captive reinsurance company that only provides reinsurance to FGL Insurance under the CARVM Treaty.

Corbeau Re, a wholly owned captive reinsurance company, reinsures certain of FGL Insurance’s FIA policies with GMWB and GWP.

Corbeau Re, a wholly owned captive reinsurance company, reinsures certain of FGL Insurance’s indexed annuity policies with GMWB and GWP.

FGL Insurance’s principal insurance regulatory authority is the IID;

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Many of the laws and regulations to which FGL Insurance and FGL NY Insurance are subject are regularly re-examined and existing or future laws and regulations may become more restrictive or otherwise adversely affect their operations.

Generally, insurance products underwritten by, and rates used by FGL Insurance and FGL NY Insurance must be approved by the insurance regulators in each state in which they are sold.

Generally, insurance products underwritten by, and rates used by FGL Insurance and FGL NY Insurance must be approved by the insurance regulators in each state or territory in which they are sold.

In addition, insurance products may also be subject to the Employee Retirement Income Security Act of 1974 ("ERISA").

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• establishing reserve requirements and solvency standards;

• regulating the amount of dividends that may be paid in any year;

• regulating the amount of dividends that may be paid in any year by insurance companies;

• regulating the availability of reinsurance or other substitute financing solutions, the terms thereof and the ability of an insurer to take credit on its financial statements for insurance ceded to reinsurers or other substitute financing solutions;

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The NAIC has approved a series of statutory accounting principles and various model regulations that have been adopted, in some cases with certain modifications, by all state insurance departments.

These statutory principles are subject to ongoing

change and modification.

These statutory principles are subject to ongoing change and modification.

Moreover, compliance with any particular regulator’s interpretation of a legal or accounting issue may not result in compliance with another regulator’s interpretation of the same issue, particularly when compliance is judged in hindsight.

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The Iowa insurance law and the New York insurance law regulate the amount of dividends that may be paid in any year by FGL Insurance and FGL NY Insurance, respectively.

Each year, FGL NY Insurance may pay a certain limited amount of ordinary dividends or other distributions without being required to obtain the prior consent of or the NYDFS.

However, to pay any dividends or distributions (including the payment of any dividends or distributions for which prior consent is not required), FGL NY Insurance must provide advance written notice to the NYDFS.

Pursuant to Iowa insurance law, ordinary dividends are payments, together with all other such payments within the preceding twelve months, that do not exceed the greater of (i) 10% of FGL Insurance’s statutory surplus as regards policyholders as of December 31 of the preceding year;

or (ii) the net gain from operations of FGL Insurance (excluding realized capital gains) for the 12-month period ending December 31 of the preceding year.

Dividends in excess of FGL Insurance’s ordinary dividend capacity are referred to as extraordinary and require prior approval of the Iowa Commissioner.

In deciding whether to approve a request to pay an extraordinary dividend, Iowa insurance law requires the Iowa Commissioner to consider the effect of the dividend payment on FGL Insurance’s surplus and financial condition generally and whether the payment of the dividend will cause FGL Insurance to fail to meet its required risk-based capital ("RBC") ratio.

Dividends may only be paid out of statutory earned surplus.

FGL Insurance dividends are paid as declared by its Board of Directors.

Pursuant to Iowa insurance law, any proposed payment of a dividend is classified as an “extraordinary dividend” if it, together with the aggregate fair market value of other dividends or distributions made during the preceding twelve months, exceeds the greater of (i) 10% of capital and surplus as of the preceding December 31 or (ii) net gain from operations before realized capital gains or losses for twelve month period ending December 31 of the preceding year.

No extraordinary dividends may be paid without prior approval of the IID.

In addition, no ordinary dividends may be paid except from the earned profits arising from FGL Insurance’s business, which does not include contributed capital or contributed surplus.

In 2024, FGL Insurance did not pay dividends to Fidelity & Guaranty Life Holdings, Inc.

Pursuant to the limitations described above, it is estimated that FGL Insurance’s maximum ordinary dividend capacity for 2025 is $0.

Any payment of dividends by FGL Insurance is subject to the regulatory restrictions described above and the approval of such payment by the board of directors of FGL Insurance, which must consider various factors, including general economic and business conditions, tax considerations, FGL Insurance’s strategic plans, financial results and condition, FGL Insurance’s expansion plans, any contractual, legal or regulatory restrictions on the payment of dividends and its effect on RBC and such other factors the board of directors of FGL Insurance considers relevant.

For example, payments of dividends could reduce FGL Insurance’s RBC and financial condition and lead to a reduction in FGL Insurance’s financial strength rating.

See section titled "Risks Relating to Our Business- If the rating agencies downgrade our insurance companies, our results of operations and financial condition may suffer.” in Item 1A.

See section titled "Risks Relating to Our Business- If the rating agencies downgrade our insurance companies, our results of operations and financial condition may suffer.

” in Item 1A.

Risk Factors.

Each year, FGL NY Insurance may pay a certain limited amount of ordinary dividends or other distributions as calculated under New York insurance laws without being required to obtain the prior consent of the NYDFS.

FGL NY Insurance has historically not paid dividends.

FGL Insurance and FGL NY Insurance are subject to the supervision of the regulators in states where they are licensed to transact business.

Regulators have discretionary authority in connection with the continuing licensing of these entities to limit or prohibit sales to policyholders if, in their judgment, the regulators determine that such entities have not maintained the minimum surplus or capital or that the further transaction of business will be hazardous to policyholders.

Regulators have discretionary authority in connection with the continued licensing of these entities to limit or prohibit sales to policyholders if, in their judgment, the regulators determine that such entities have not maintained the minimum surplus or capital or that the further transaction of business would be hazardous to policyholders.

In order to enhance the regulation of insurers’ solvency, the NAIC adopted a model law to implement RBC requirements for life, health and property and casualty insurance companies.

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FGL Insurance’s estimated U.S.

RBC ratio was approximately 451% target for the year ended December 31, 2023.

See section titled “Risks Relating to Our Business- If the rating agencies downgrade our insurance companies, our results of operations and financial condition may suffer.” in Item 1A.

RBC ratio was over 410% as of December 31, 2024, above our 400% target.

See section titled “ Risks Relating to Our Business- If the rating agencies downgrade our insurance companies, our results of operations and financial condition may suffer.

” in Item 1A.

Risk Factors.

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each ratio has a “usual range” of results.

As of December 31, 2023, FGL Insurance, FGL NY Insurance, Raven Re and Corbeau Re had four , one, two and three ratios outside the usual range, respectively.

The IRIS ratios for net income to total income (including realized capital gains and losses), total affiliated investments to capital and surplus, change in premium and change in product mix for FGL Insurance were outside the usual range.

The IRIS ratio for change in reserving ratio for FGL NY Insurance was outside the usual range.

As of December 31, 2024, FGL Insurance, FGL NY Insurance, Raven Re and Corbeau Re had five, one, two and four ratios outside the usual range, respectively.

The IRIS ratios for net and gross change to capital and surplus, total affiliated investments to capital and surplus, surplus relief - over $5 million capital and surplus and change in premium for FGL Insurance were outside the usual range.

The IRIS ratio for change in premium ratio for FGL NY Insurance was outside the usual range.

The IRIS ratios for adequacy of investment income and change in premium for Raven Re were outside the usual range.

The IRIS ratios for net income to total income (including realized capital gains and losses), adequacy of investment income and surplus relief - Over $5 million capital and surplus for Corbeau Re were outside the usual range.

The IRIS ratios for net income to total income (including realized capital gains and losses), adequacy of investment income, change in premium and change in asset mix for Corbeau Re were outside the usual range.

In all instances in prior years, regulators have been satisfied upon follow-up that no regulatory action was required.

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State insurance laws require insurers to analyze the adequacy of reserves.

Following the implementation of principle-based reserving for life insurance products, the NAIC is now developing a principle-based reserving framework for fixed annuity products.

The respective appointed actuaries for FGL Insurance, FGL NY Insurance, Raven Re and Corbeau Re must each submit an opinion on an annual basis that their respective reserves, when considered in light of the respective assets FGL Insurance, FGL NY Insurance, Raven Re and Corbeau Re hold with respect to those reserves, make adequate provision for the contractual obligations and related expenses of FGL Insurance, FGL NY Insurance, Raven Re and Corbeau Re.

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These laws generally require each insurance company directly or indirectly owned by the holding company to register with the insurance department in the insurance company’s state of domicile and to furnish annually financial and other information about the operations of companies within the holding company system.

Generally, all

transactions between insurers and affiliates within the holding company system are subject to regulation and must be fair and reasonable, and may require prior notice and approval or non-disapproval by its domiciliary insurance regulator.

Generally, all transactions between insurers and affiliates within the holding company system are subject to regulation and must be fair and reasonable, and may require prior notice and approval or non-disapproval by its domiciliary insurance regulator.

Most states, including Iowa and New York, have insurance laws that require regulatory approval of a direct or indirect change of control of an insurer or an insurer’s holding company.

Such laws prevent any person from acquiring control, directly or indirectly, of F&G, FGL US Holdings Inc.

(“FGL US Holdings”), CF Bermuda Holdings Limited (“CF Bermuda”), FGLH, FGL Insurance or FGL NY Insurance or certain of their affiliates unless that person has filed a statement with specified information with the insurance regulators and has obtained their prior approval.

(“FGL US Holdings”), CF Bermuda Holdings Limited (“CF Bermuda”), Fidelity & Guaranty Life Holdings, Inc.

("FGLH"), FGL Insurance or FGL NY Insurance or certain of their affiliates unless that person has filed a statement with specified information with the insurance regulators and has obtained their prior approval.

In addition, investors deemed to have a direct or indirect controlling interest are required to make regulatory filings and respond to regulatory inquiries.

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Similar laws apply to a direct or indirect change of ownership of Raven Re and Corbeau Re.

Any person who is deemed to acquire control over F&G, FNF, FGL US Holdings, CF Bermuda, FGLH, FGL Insurance, FGL NY Insurance, Raven Re, Corbeau Re or certain of their affiliates including any person who acquires 10% or more of our or FNF’s voting securities of FGL Insurance, FGL NY Insurance or certain of their affiliates, without the prior approval of the insurance regulators of Iowa and New York, will be in violation of those states’ laws and may be subject to injunctive action requiring the disposition or seizure of those securities by the relevant insurance regulator or prohibiting the voting of those securities and to other actions determined by the relevant insurance regulator.

insurance regulator or prohibiting the voting of those securities and to other actions determined by the relevant insurance regulator.

Each state has insurance guaranty association laws under which insurers doing business in the state may be assessed by state insurance guaranty associations for certain obligations of insolvent insurance companies to policyholders and claimants.

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In addition, FGL Insurance and FGL NY Insurance must file, and in many jurisdictions and for some lines of business obtain regulatory approval for, rates and forms relating to the insurance written in the jurisdictions in which they operate.

FGL Insurance is currently the subject of four ongoing market conduct examinations in various states.

FGL Insurance is currently the subject of two ongoing market conduct examinations in various states.

Market conduct examinations can result in monetary fines or remediation and generally require FGL Insurance to devote significant resources to the management of such examinations.

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Under the Dodd-Frank Act, annuities that meet specific requirements, including requirements relating to certain state suitability rules, are specifically exempted from being treated as securities by the SEC.

We believe that the types of FIAs that FGL Insurance and FGL NY Insurance sell will meet these requirements and, therefore, are exempt from being treated as securities by the SEC and state securities regulators.

However, there can be no assurance that federal or state securities laws or state insurance laws and regulations will not be amended or interpreted to impose further requirements on FIAs.

If FIAs were to be treated as securities, federal and state securities laws would require additional registration and licensing of these products and the agents selling them, and FGL Insurance and FGL NY Insurance would be required to seek additional marketing relationships for these products, any of which could impose significant restrictions on its ability to conduct operations as currently operated.

We believe that the types of indexed annuities that FGL Insurance and FGL NY Insurance sell will meet these requirements and, therefore, are exempt from being treated as securities by the SEC and state securities regulators.

However, there can be no assurance that federal or state securities laws or state insurance laws and regulations will not be amended or interpreted to impose further requirements on indexed annuities.

If indexed annuities were to be treated as securities, federal and state securities laws would require additional registration and licensing of these products and the agents selling them, and FGL Insurance and FGL NY Insurance would be required to seek additional marketing relationships for these products, any of which could impose significant restrictions on its ability to conduct operations as currently operated.

However, our RILA product is not exempted from being treated as a security by the SEC.

Additionally, the Dodd-Frank Act established the Financial Stability Oversight Council (“FSOC”), which plays a role in shaping the regulatory environment affecting RILAs.

The FSOC monitors systemic risks and may designate insurers offering

RILAs as systemically important financial institutions if their activities pose significant risks to the broader economy, subjecting them to enhanced prudential standards and supervision by the Board of Governors of the United States Federal Reserve.

The prudential standards for non-bank Systemically Important Financial Institutions (“SIFIs”) include enhanced RBC requirements, leverage limits, liquidity requirements, single counterparty exposure limits, governance requirements for risk management, stress test requirements, special debt-to-equity limits for certain companies, early remediation procedures, and recovery and resolution planning.

We may offer certain insurance and annuity products to employee benefit plans governed by ERISA and/or the Internal Revenue Code (the "Code"), including group annuity contracts designated to fund tax-qualified retirement plans.

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In December 2020 the U.

Department of Labor (DOL) issued its final version of an investment advice rule replacing the previous “Fiduciary Rule” that had been challenged by industry participants and vacated in March 2018 by the United States Fifth Circuit Court of Appeals.

Department of Labor (the "DOL") issued its final version of an investment advice rule replacing the previous “Fiduciary Rule” that had been challenged by industry participants and vacated in March 2018 by the United States Fifth Circuit Court of Appeals.

The new investment advice rule reinstates the five-part test for determining whether a person is considered a fiduciary for purposes of ERISA and the Code and sets forth a new prohibited transaction class exemption ("PTE") referred to as PTE 2020-02.

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Meanwhile the DOL has publicly announced its intention to consider future rulemaking that may revoke or modify PTE 84-24.

On November 2, 2023, following previous attempts to expand fiduciary regulation for advisers, the DOL released a proposed rule (the “New Fiduciary Rule”) to significantly broaden the definition of “fiduciary” under ERISA.

Among other requirements, if finalized in its proposed form, the New Fiduciary Rule provides that any person will be an investment advice fiduciary if they provide investment advice or make an investment recommendation to a retirement investor ( i.e., a plan, plan fiduciary, plan participant or beneficiary, IRA, IRA owner or beneficiary, or IRA fiduciary) for a fee or other compensation, and the person provides the advice or makes the recommendation on a regular basis as part of their business and the recommendation is provided under circumstances indicating that the recommendation is based on the particular needs or individual investor circumstances of the retirement investor.

Unlike the current ERISA standard, the New Fiduciary Rule would subject non-discretionary investment advice to retirement plans and accounts to the prudent-person “best interest” standard that

has historically been reserved for investment advisors with discretionary authority or control over ERISA plan assets.

If the New Fiduciary Rule is adopted in its present form, certain of the Company’s agents would likely be considered fiduciaries for purposes of ERISA and the Internal Revenue Code—subjecting the Company, and the insurance industry on the whole, to greater regulatory risk.

Management believes these current and emerging developments relating to market conduct standards for the financial services industry may over time materially affect the way in which our agents do business, the role of IMOs, sale of IRA products including IRA-to-IRA and employer plan rollovers, how the company supervises its distribution force, compensation practices, and liability exposure and costs.

In addition to implementing the compliance procedures described above, management is monitoring further developments closely and will be working with IMOs and distributors to adapt to evolving regulatory requirements and risks.

On April 23, 2024, following previous attempts to expand fiduciary regulation for advisers, the DOL released a new rule, the New Fiduciary Rule, which significantly broadens the definition of “fiduciary” under ERISA and Section 4975 when advisers provide investment recommendations to plans subject to ERISA and Section 4975 of the Code.

Among other requirements, the New Fiduciary Rule provides that any person will be an investment advice fiduciary if such person provides investment advice or makes an investment recommendation to a retirement investor (i.e., a plan, a discretionary plan fiduciary, a plan participant or beneficiary, an IRA, an IRA owner or beneficiary, or an IRA fiduciary) for a fee or other compensation, the person makes professional investment recommendations to investors on a regular basis as part of their business, and the recommendation is provided under circumstances that would indicate to a reasonable investor in like circumstances that the recommendation is based on a review of the particular needs or individual investor circumstances of the retirement investor, reflects the application of professional or expert judgment to the retirement investor’s particular needs or individual circumstances, and may be relied upon by the retirement investor as intended to advance the retirement investor’s best interest.

Unlike the current ERISA standard, the New Fiduciary Rule subjects non-discretionary investment advice to retirement plans and accounts under the care and loyalty standards that also apply to investment advisors with discretionary authority or control over such plans and accounts.

In addition, on the same date, the DOL issued amended versions of PTE 2020-02 and PTE 84-24,

either or both of which provide prohibited transaction exemptive relief to insurance companies and insurance producers who make insurance product recommendations to retirement investors, subject to certain conditions.

The New Fiduciary Rule likely means that certain of the Company’s agents will be considered fiduciaries for purposes of ERISA and the Code, subjecting the Company, and the insurance industry on the whole, to greater regulatory risk.

The DOL’s new Fiduciary Rule, which was scheduled to become effective on September 23, 2024, has been challenged.

On July 25, 2024, in the case of Federation of Americans for Consumer Choice, Inc., et al.

United States Department of Labor, et al.

, (“Federation of Americans”) the United States District Court for the Eastern District of Texas issued an order staying the effective date of the DOL’s final fiduciary rule (and related amendments to PTE 84-24) that was issued in March 2024.

The District Court, in part relying on the Supreme Court’s recent ruling in Loper Bright Enterprises v.

Raimondo , found that the plaintiffs (primarily insurance agents) were likely to succeed on their arguments that the Final Rule improperly expanded the definition of an “investment advice fiduciary” under ERISA.

As a result, the Final Rule’s original effective date of September 23, 2024 has been delayed until further notice.

In addition, on July 26, 2024, a companion case to Federation of Americans filed in the United States District Court for the Northern District of Texas, American Council of Life Insurers, et al.

United States Dep’t of Labor, et al.

, held the remaining PTE amendments included in the Final Rule (PTEs 2020-02, 75-1, 77-4, 80-83, 83-1 and 86-128) that were not challenged in Federation of Americans were also stayed, noting that the Northern District fully agreed with the Eastern District’s analysis and decision to stay the effective date of the Final Rule.

On September 20, 2024, the DOL appealed both rulings to the Fifth Circuit Court of Appeals.

On February 11, 2025, the DOL filed an unopposed motion to hold the appeals in abeyance to allow new agency officials time to become familiar with the issues in these cases and determine how they wish to proceed.

The motion was granted so the appeals are in abeyance.

A Fifth Circuit reversal of the Texas district court rulings could have harmful effects on the insurance industry, creating additional hurdles to operate our business.

Management believes these current and emerging developments relating to market conduct standards for the financial services industry may, over time, materially affect the way in which our agents do business, the role of IMOs, sale of IRA products including IRA-to-IRA and employer plan rollovers, how we supervise our distribution force, compensation practices and liability exposure and costs.

See “Risk Factors - Our F&G segment is highly regulated and subject to numerous legal restrictions and regulations.”

Regulation - Bermuda.

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In the event a dividend complies with the above, F&G Life Re must ensure the amount of any such dividend does not exceed that excess.

Furthermore, as a Class E insurer, F&G Life Re must not declare or pay a dividend in any financial year which would exceed 25% of its total capital and statutory surplus, as set out in its previous year’s financial statements, unless at least seven days before payment of such dividend F&G Life Re files with the BMA an affidavit signed by at least two directors of F&G Life Re and its principal representative under the Bermuda Insurance Act stating that, in the opinion of those signing, declaration of such dividend has not caused the insurer to fail to meet its relevant margins.

Furthermore, as a Class E insurer, F&G Life Re must not declare or pay a dividend in any financial year which would exceed 25% of its total capital and statutory surplus, as set out in its previous year’s Bermuda statutory financial statements, unless at least seven days before payment of such dividend F&G Life Re files with the BMA an affidavit signed by at least two directors of F&G Life Re and its principal representative under the Bermuda Insurance Act stating that, in the opinion of those signing, declaration of such dividend has not caused the insurer to fail to meet its relevant margins.

The Companies Act also limits F&G Life Re’s ability to pay dividends and make distributions to its shareholders.

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Sustainability

FNF’s work to address Environmental, Social and Governance (“ESG”) issues is important to who we are as a company.

Our Company and our Board of Directors are committed to addressing ESG issues to better serve our employees, business partners, and the communities impacted by our business.

To honor that commitment, our management team leads our ESG efforts with oversight from the Audit Committee, which reports our ESG progress to the Board of Directors.

While our title insurance products and services are not materially impacted by climate change, we believe that maintaining a sustainable business starts with being transparent about our business practices, corporate governance, environmental impact, and our commitments to our stakeholders.

FNF is dedicated to addressing those sustainability issues important to our strategic objectives.

The Company’s senior management and Board of Directors have committed to understanding sustainability issues to better serve our employees, business partners and communities.

To honor this commitment, the management team actively leads such efforts with oversight from the Audit Committee, which reports progress to the Board of Directors.

While climate change does not materially impact FNF’s title insurance products and services, we believe maintaining a sustainable business starts with being transparent about our business practices, corporate governance, environmental impact and commitment to stakeholders.

In 2019, we shared our inaugural Sustainability report.

Since then, we have continued to enhance our ESG efforts and publish updates on our progress annually.

Additional information regarding our ESG efforts and commitment to sustainable business practices can be found on our sustainability page at www.fnf.com.

FNF’s core ESG commitments include:

Since then, FNF has continuously enhanced our sustainability efforts and published annual progress updates.

Additional information about our efforts and commitment to sustainable business practices is available on the Company’s sustainability page at www.fnf.com/sustainability.

FNF’s core sustainability commitments include:

Protecting Property Owners.

Our policyholders depend on the strength and security of a reputable title insurance company to protect their home for years to come.

As a provider of title insurance, we protect the rights of the insured – both residential and commercial property owners – against unexpected legal and financial claims that may arise after closing.

Our policyholders depend on the strength and security of a reputable title insurance company to protect their property for years to come.

As a provider of title insurance, we protect the rights of the insured – both residential and commercial property owners – against fraudulent and unexpected legal and financial claims that may arise after closing.

Consumer Data and Fraud Protection.

The safety and security of our policyholders, customers, vendors, and employees is one of our top priorities.

This means ensuring rigorous information security and internal auditing protocols, and monitoring to help ensure the safety of funds and private information when it is in our custody.

We are also always working hard to educate and protect our stakeholders from fraud, through enhancing our fraud prevention programs.

The safety and security of our policyholders, customers, vendors and employees is a top priority.

We maintain rigorous information security, internal auditing protocols, and monitoring to protect funds and private information while in our custody.

We continuously work hard to educate and protect our stakeholders from deceitful practices by enhancing fraud prevention programs.

Preserving the Environment.

FNF works to integrate environmental management practices into our operations, including our facilities.

As part of our commitment to preserve the environment, we understand that we not only have a duty to protect the local environments where we operate, but that environmental change may pose risks and present opportunities to our business.

Annually, we conduct a climate risk assessment to understand climate-related risks that may impact our business and to manage these risks through our enterprise risk management systems .

We have several efforts underway to reduce our environmental footprint across our locations.

Our efforts include monitoring and mitigating our carbon footprint, eliminating the use of plastic water bottles, and participating in recycling programs.

As part of a traditionally paper-intensive industry, we have implemented customer-focused technology to significantly reduce paper consumption in real estate transactions, and we are committed to moving the title insurance industry in a more sustainable direction.

FNF integrates environmental management practices into our operations, including facilities.

As part of the Company's commitment to preserving the environment, we understand our duty to protect the local environments where we operate, and that climate change may present risk and opportunities to our business.

Annually, we conduct a climate risk assessment to understand climate-related risks that may impact our business and to manage these risks through enterprise risk management systems .

We are actively working to understand and reduce FNF’s environmental footprint across our locations.

Efforts include monitoring and mitigating our carbon footprint, eliminating the use of plastic water bottles, and participating in recycling programs.

Additionally, we have started to collect scope 1 and 2 emissions data of our real estate footprint in preparation for climate reporting regulations.

As part of a traditionally paper-intensive industry, we have implemented customer-focused technology to significantly reduce paper consumption in real estate transactions demonstrating our commitment to moving the title insurance industry in a more sustainable direction.

Supporting Our Employees and Communities.

As one of our greatest assets, we are committed to providing our employees with opportunities to expand their knowledge base and develop skills for career advancement.

Additionally, we are committed to building a diverse and inclusive workplace, and we strongly believe that the diversity of our clients should be reflected among our employees.

With over 1,300 locations throughout the United States and Canada and over 20,000 employees, we are positioned to make a difference within the communities in which we operate.

Through local community involvement, corporate initiatives, philanthropic giving, and an active community volunteer ethos, we work hard each day to support the communities in which we live.

As one of FNF's greatest assets, we are dedicated to providing employees with opportunities to expand their knowledge base and develop skills for career advancement.

Additionally, we are committed to building a diverse and inclusive workforce, and we strongly believe the diversity of our clients should be reflected among our employees.

With over 1,300 locations throughout the United States and Canada and over 23,000 employees, we are positioned to make a difference within our communities.

Through local community involvement, corporate initiatives, philanthropic giving, and an active community volunteer ethos, we work hard each day to support the communities in which we live and operate.

Highest Standard of Conduct:

Adhere to all related laws, regulations and principles of conduct to protect the public’s trust, ensure conscientious performance and preserve the Company’s legacy of honesty and strong ethical standards.

FNF has implemented strong governance practices, policies, training, and reporting avenues designed to encourage all employees to adhere to the highest standards for business integrity.

We adhere to all related laws, regulations and principles of conduct to protect the public’s trust, ensure conscientious performance and preserve FNF’s legacy of honesty and strong ethical standards.

We firmly commit to upholding the Company’s core precepts, which inspire us to do our best each day.

FNF implements robust governance practices, policies, trainings, and reporting avenues designed to encourage all employees to uphold the highest standards for business integrity.

Human Capital Resources

As of January 7, 2024, we had 22,293 full-time equivalent employees, which includes 20,466 in our Title segment, 1,179 in our F&G segment and 648 in our Corporate and other segment.

In our Title segment, we monitor our staffing levels based on current economic activity.

In our F&G segment, our employee base increased approximately 33% during 2023 as our F&G business continues to grow.

As of December 27, 2024, we employed 23,533 full-time equivalent employees, including 21,596 in our Title segment, 1,337 in our F&G segment, and 600 in our Corporate and other segment.

In our Title segment, we monitor staffing levels based on current economic activity.

In our F&G segment, the employee base increased by approximately 13% during 2024 as our F&G business continues to grow.

None of our employees are subject to collective bargaining agreements.

We believe that our relations with employees are good.

Diversity is a key component of FNF’s success.

We believe that the diversity of our employees allows us to offer our clientele meaningful customized products and services.

FNF aims to have diverse and inclusive practices in all aspects of our business operations;

particularly for hiring, compensation, and opportunity.

We are committed to being an equal opportunity employer and enhancing diversity and inclusion efforts across our business.

Our goal is to foster an inclusive workplace where each employee, regardless of race, ethnicity, sexual orientation, or gender identification, receives equal access to opportunities throughout the organization.

FNF’s Code of Business Conduct & Ethics prohibits discrimination and harassment.

We have a written nondiscrimination policy that is distributed to all employees as part of our employee handbook, which employees must acknowledge annually.

Our employees participate in annual training courses, including the Code of Business Conduct and Ethics Training and Reporting Harassment:

Everyone’s Responsibility Training.

We believe relations with employees are good, as evidenced by our strong track record of employee retention.

FNF aims to implement diverse and inclusive practices in all aspects of business operations;

and the diversity of our employees contributes to our success by offering our clientele meaningful customized products and services.

We are committed to being an equal opportunity employer.

We foster an inclusive workplace where each employee, regardless of race, ethnicity, sexual orientation, or gender identification, receives equal access to opportunities throughout the organization.

Our Board of Directors leads by example in its commitment to diversity.

In 2018, the board codified into our Corporate Governance Guidelines its commitment to diversity when selecting new director nominees, including candidates with a diversity of viewpoints, background, experience, and other demographics including age, gender, nationality, race, ethnicity, and sexual orientation.

FNF’s Code of Business Conduct & Ethics prohibits discrimination and harassment, and we distribute a written nondiscrimination policy to all employees as part of the employee handbook.

Employees participate in annual training courses, including the Code of Business Conduct and Ethics Training and Reporting Harassment:

Everyone’s Responsibility Training, which employees must acknowledge annually.

FNF publishes its Diversity and Inclusion policy statement on the sustainability website at www.fnf.com/sustainability.

We have many women in leadership roles throughout our organization.

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based employees under FNF, 69% of the total workforce are women and 31% are men.

Two out of eleven board members are women;

42% percent of the members of FNF’s Executive Team are women;

and 67% of FNF’s Non-Executive Managers are women.

Our annual Women in Leadership Program for female executives, managers, and future managers is designed to encourage and promote women into more active leadership roles within FNF.

Our Boa rd of Directors leads by example in its commitment to diversity.

In 2018, our board codified its commitment to diversity when selecting new director nominees, including candidates with a diversity of age, gender, nationality, race, ethnicity, and sexual orientation by integrating it into the director selection criteria in our Corporate Governance Guidelines.

Training and Personal Development

We believe that our employees are one of our greatest assets, and we are committed to providing opportunities for them to expand their knowledge base and develop opportunities for advancement, which in turn results in improved employee performance and morale.

FNF offers a variety of training and educational opportunities for employees including, but not limited to, training on escrow policies and procedures, advanced escrow processing and practices, title loss reduction, title underwriting, advanced title practices and procedures, fraud prevention, as well as software, soft skills, sales, and time management trainings.

Our Commercial Sales University is a course for new commercial sales reps and our Leadership Development Program provides employees with mentorship from senior executives.

Two out of eleven board members are women, 43% percent of the members of FNF’s Executive Team are women, and 67% of FNF’s Non-Executive Managers are women.

Our annual Women in Leadership Program for female executives, managers, and future managers provides mentoring and development opportunities encouraging and promoting women into more active leadership roles within the Company.

Training and Professional Development

We believe our employees are one of the Company’s greatest assets, and we are committed to providing opportunities for them to expand their knowledge base and develop skills for advancement, resulting in improved employee performance and morale.

FNF offers a variety of training and educational opportunities for employees including, but not limited to, training on escrow policies and procedures, advanced escrow processing and practices, title loss reduction, title underwriting, advanced title practices and procedures, fraud prevention, as well as leadership effectiveness, software, soft skills, sales, and time management trainings.

Our Commercial Sales University is a course for new commercial sales representatives, and our Leadership Development Program provides employees with mentorship from senior executives.

Leadership Development Program.

Our Leadership Development Program helps employees advance their careers through professional development.

Candidates are nominated once a year by their manager to participate in an intensive program, where they are asked to prepare and present a managers’ report and to participate in the process of preparing an annual budget.

In addition, the program includes thought-provoking discussions between candidates and our management team about leadership, business, the economy, and other industry-related topics.

Candidates are nominated once a year by their manager to participate in an intensive program, where they are asked to prepare and present a manager’s report and to participate in preparing an annual budget.

The program includes thought-provoking discussions between candidates and our management team about leadership, business, the economy, and other industry-related topics.

This process enables candidates to gain a better understanding of our Company culture and management expectations.

Candidates also gain access to mentorship and engagement with senior executives.

Many departments provide Continuing Education (CE) and Continuing Legal Education (CLE) opportunities for state land title and legal associations.

Many departments provide Continuing Education and Continuing Legal Education opportunities for state land title and legal associations.

Some offices provide financial assistance to join professional organizations and offer education reimbursement.

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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 1. Business