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Item 9A. Controls and Procedures

2025-02-28 compared with 2024-02-29 · 66 added, 39 removed, 374 unchanged (22% of the section changed)

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As of the end of the year covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Exchange Act.

Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is:

Based on this

evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is:

(a) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms;

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Other Information

During the year ended December 31, 2024, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K, except as described below.

On September 24, 2024 , Sandra D.

Morgan, a Director on our Board of Directors , adopted a Rule 10b5-1 trading arrangement (the "Morgan Rule 10b5-1 trading agreement") that was intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c).

The Morgan Rule 10b5-1 trading agreement was entered into during an open trading window and in accordance with our insider trading policies.

Morgan was not aware of any material, nonpublic information concerning us or our securities upon adoption of the Morgan Rule 10b5-1 trading arrangement.

The Morgan Rule 10b5-1 trading arrangement provided for the sale, on December 24, 2024 , of 35% of an aggregate 5,979 of FNF common stock, or 2,092 shares, which were received by Ms.

Morgan upon the vesting of restricted stock awards in November 2024.

The Morgan Rule 10b5-1 trading arrangement terminated upon the execution of all trades as defined in the Morgan Rule 10b5-1 trading arrangement.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Item 10 Codes of Ethics

Codes of Ethics

Our board of directors has adopted a Code of Ethics for Senior Financial Officers, which is applicable to our Chief Executive Officer, our Chief Financial Officer and our Chief Accounting Officer, and a Code of Business Conduct and Ethics, which is applicable to all our directors, officers and employees.

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Copies of our Code of Business Conduct and Ethics and our Code of Ethics for Senior Financial Officers are available for review on our website at www.investor.fnf.com.

Policy Prohibiting Insider Trading and Related Procedures

We have adopted an Insider Trading and Tipping Policy prohibiting insider trading and provides related procedures governing the purchase, sale, and other dispositions of the registrant's securities.

This policy also prohibits tipping or disclosing material nonpublic information ("MNPI") to outsiders.

This policy is applicable to all directors, officers, employees, their immediate family, and any entities controlled by them who have regular access to MNPI.

A copy of the insider trading policy is filed as an exhibit to this Annual Report.

Within 120 days after the close of our fiscal year, we intend to file with the Securities and Exchange Commission the remaining matters required by these items.

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(incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on September 15, 2020).

4.15 Form of 2.450% Senior Note of the Registrant due 2031 (included in Exhibit 4.14 hereto which is incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on September 15, 2020 )

4.15 Seventh Supplemental Indenture, dated as of September 17, 2021, between Fidelity National Financial, Inc.

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(incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on September 17, 2021)

4.16 Eight Supplemental Indenture, dated as of April 22, 2024, between Fidelity National Financial, Inc.

and The Bank of New York Mellon Trust Company, N.A.

(incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on 8-K filed on April 23, 2024)

4.17 Form of 3.20% Senior Note of the Registrant due 2051 (included in exhibit 4.16 hereto which is incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on September 17, 2021)

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

4.22 Fourth Supplemental Indenture relating to F&G Annuities & Life, Inc.’s 6.500% senior notes due 2029, dated as of June 4, 2024, among F&G Annuities & Life, Inc., the guarantors named therein and Citibank, N.A., as trustee.

(incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on June 4, 2024).

4.23 Fifth Supplemental Indenture relating to F&G Annuities & Life, Inc.’s 6.250% senior notes due 2034, dated as of October 4, 2024, among F&G Annuities & Life, Inc., the guarantors named therein and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K filed on October 4, 2024).

4.24 Form of F&G Annuities & Life, Inc.’s 6.250% senior notes due 2034 (incorporated by reference to Exhibit 4.2 to Registrant's Current Report on Form 8-K filed on October 4, 2024).

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

4.26 Underwriting Agreement, dated as of October 1, 2024, among F&G Annuities & Life, Inc., the guarantors party thereto and Wells Fargo Securities, LLC, BofA Securities, Inc., J.P.

Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein.

(incorporated by reference to Exhibit 1.1 to the Registrant's Current Report on Form 8-K filed on October 4, 2024).

4.27 Indenture, dated as of January 13, 2025, between F&G Annuities & Life, Inc.

and Citibank, N.A., as trustee.

(incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on January 13, 2025).

4.28 First Supplemental Indenture relating to F&G Annuities & Life, Inc.’s 7.300% junior subordinated notes due 2065, dated as of January 13, 2025, between F&G Annuities & Life, Inc.

and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on January 13, 2025).

4.29 Form of F&G Annuities & Life, Inc.’s 7.300% junior subordinated notes due 2065 (in corporated by refer ence to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on January 13, 2025 ).

10.1 Amended and Restated Fidelity National Financial, Inc.

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Deferred Compensation Plan, as amended and restated, effective January 1, 2009 (incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008) (1)

10.5 Form of Notice of FNF Group Stock Option Award and FNF Group Stock Option Award Agreement under Amended and Restated Fidelity National Financial, Inc.

2005 Omnibus Incentive Plan for October 2015 Awards (incorporated by reference to Exhibit 10.12 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2015)(1)

10.5 Amended and Restated Employment Agreement between the Registrant and Anthony J.

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Quirk, effective as of February 1, 2022 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 17, 2022)

10.10 Amended and Restated Em ployment Agreement between the Registrant and Michael L.

Gravelle, effec tive as of Jan ua ry 1, 20 1 0 (incorporated by reference to Exhibit 10.22 to Registrant's Annual Report on Form 10-K for the year ended December 31, 20 10) (1)

10.9 Amended and Restated Employment Agreement between the Registrant and Michael L.

Gravelle, effective as of January 1, 2010 (incorporated by reference to Exhibit 10.22 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2010) (1)

10.10 Amendment No.

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10.20 Amended and Restated Employment Agreement between the Registrant and Michael Nolan, effective as of February 1, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on February 17, 2022)

10.22 Form of Notice of Restricted Stock Grant and FNF Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc.

2005 Omnibus Incentive Plan for November 2021 Awards (incorporated by reference to Exhibit 10.34 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2021)

10.23 Form of Notice of Restricted Stock Grant and FNF Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc.

10.21 Form of Notice of Restricted Stock Grant and FNF Emplo y ee Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc.

2005 Omnibus Incentive Plan for November 2022 Awards (incorporated by reference to Exhibit 10.24 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2022)

10.24 Form of Notice of Restricted Stock Grant and FNF Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc.

10.22 Form of Notice of Restricted Stock Grant and FNF Director Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc.

2005 Omnibus Incentive Plan for November 2022 Awards

10.23 Form of Notice of Restricted Stock Grant and FNF Employee Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc.

2005 Omnibus Incentive Plan for November 2023 Award s ( incorporated b y reference to Exhibit 10.24 to the Registrant's Annual Report on Form 10-K for the year en ded December 31, 2023)

10.24 Form of Notice of Restricted Stock Grant and FNF Director Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc.

2005 Omnibus Incentive Plan for November 2023 Awards

10.25 Form of Notice of Restricted Stock Grant and FNF Employee Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc.

2005 Omnibus Incentive Plan for November 2024 Awards.

10.26 Form of Notice of Restricted Stock Grant and FNF Director Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc.

2005 Omnibus Incentive Plan for November 2024 Awards .

10.27 F orm of Notic e of Restricted Stock Grant and FNF Restricted Stock Award Agreement for William P.

F oley , II under Amended and Restated Fidelity National Financial, Inc.

2005 Omni bus Incentive Plan for November 2024 Awards

10.28 Amendment effective November 1, 2019 to Amended and Restated Employment Agreement between the Registrant and Michael L.

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2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to F&G Annuities & Life, Inc.’s Current Report on Form 8-K filed on December 1, 2022, SEC File Number 001-41490) (1)

10.31 Form of Notice of F&G Director Restricted Stock Grant dated November 8, 2024, under F&G 2022 Omnibus Incentive Plan.

10.32 F&G Annuities & Life, Inc.

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10.44 First Amendment to Credit Agreement, dated as of February 21, 2023, among F&G Annuities & Life, Inc.

and the Guarantor parties and Lender parties signatory thereto.

and the Guarantor parties and Lender parties signatory thereto (incorporated by referen ce to Exhibit 10.41 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2023) .

10.45 Amended and Restated Employment Agreement between the Registrant and Michael L.

Gravelle, effective as of January 1, 2010 (incorporated by reference to Exhibit 10.22 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009)

10.46 Eighth Supplemental Indenture, dated as of April 22, 2024, between Fidelity National Financial, Inc.

and The Bank of New York Mellon Trust Company, N.A.

(incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K filed on April 23, 2024).

10.47 Sixth Amended and Restated Credit Agreement, dated as of February 16, 2024, by and among Fidelity National Financial, Inc., a Delaware corporation, as the borrower, Bank of America, N.A., as administrative agent, and the financial institutions party thereto as lenders (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 16, 2024).

10.48 Amended and Restated Credit Agreement, dated as of February 16, 2024, by and among F&G Annuities & Life, Inc., a Delaware corporation, as the borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent, and the financial institutions party thereto as lenders (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 16, 2024).

10.49 Fourth Supplemental Indenture relating to F&G Annuities & Life, Inc.’s 6.500% senior notes due 2029, dated as of June 4, 2024, among F&G Annuities & Life, Inc., the guarantors named therein and Citibank, N.A., as trustee.

(incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K filed on June 4, 2024).

19.1 Insider Trading and Tipping Policy

21.1 Subsidiaries of the Registrant

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BALANCE SHEETS

(In millions, except share data)

(In millions)

Cash $ 534 $ 397

Short-term investments 252 487

Other long-term investments — 36

Equity securities, at fair value — 1

Investment in unconsolidated affiliates 3 3

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FNF common stock, $ 0.0001 par value;

authorized 600,000,000 shares as of December 31, 2023 and December 31, 2022;

outstanding of 273,366,235 and 279,064,457 as of December 31, 2023 and December 31, 2022, respectively, and issued of 329,185,916 and 327,757,349 as of December 31, 2023 and December 31, 2022, respectively

authorized 600 shares as of December 31, 2024 and 2023;

outstanding of 275 and 273 as of December 31, 2024 and 2023, respectively, and issued of 331 and 329 as of December 31, 2024 and 2023, respectively

Preferred stock, $ 0.0001 par value;

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Accumulated other comprehensive earnings ( 2,052 ) ( 2,119 )

Treasury stock, 55,819,681 shares and 48,692,892 shares as of December 31, 2023 and December 31, 2022, respectively, at cost

Treasury stock, 56 shares as of December 31, 2024 and 2023, at cost

( 2,152 ) ( 2,126 )

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Equity in earnings of subsidiaries 1,332 606 1,393

Earnings from continuing operations 517 1,294 2,789

Equity in earnings of discontinued operations — — 8

Net earnings attributable to Fidelity National Financial, Inc.

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Adjustments to reconcile net earnings to net cash provided by operating activities:

Equity in earnings of unconsolidated affiliates — — ( 6 )

Equity in earnings of subsidiaries ( 1,332 ) ( 606 ) ( 1,393 )

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Net (increase) decrease in prepaid expenses and other assets ( 113 ) ( 72 ) 41

Net increase in accounts payable and other accrued liabilities 70 ( 51 ) 36

Net increase (decrease) in accounts payable and other accrued liabilities 27 70 ( 51 )

Net cash (used in) provided by operating activities ( 60 ) ( 295 ) 688

Cash Flows From Investing Activities:

Purchases of investments available for sale — — ( 52 )

Net purchases of short-term investment activities 82 ( 509 ) ( 6 )

Purchase of F&G preferred stock ( 250 ) — —

Net proceeds from (purchases of) short-term investment activities 235 82 ( 509 )

Additions to notes receivable ( 1 ) ( 12 ) ( 87 )

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Cash Flows From Financing Activities:

Borrowings — — 449

Debt service payments — — ( 400 )

Debt issuance costs — — ( 6 )

Dividends paid ( 532 ) ( 500 ) ( 489 )

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Cash Dividends Received

We have received cash dividends from subsidiaries and affiliates o f $ 0.4 billion , $ 0.8 billion, and $ 0.6 billion during the years ended December 31, 2023, 2022, and 2021, respectively.

Subsequent Events

Amendment to our Revolving Credit Facility

On February 16, 2024, we entered into a Sixth Amended and Restated Credit Agreement for our $ 800 million revolving credit facility (the "Amended Revolving Credit Facility") with Bank of America, N.A., as administrative agent and other agents party thereto (the "Sixth Restated Credit Agreement").

For further information related to the Amended Revolving Credit Facility and the Sixth Restated Credit Agreement refer to Note G Notes Payable .

Investment of $ 250 million in F&G

On January 12, 2024, we completed a $ 250 million preferred stock investment in F&G.

F&G will use the net proceeds from the investment to support growth of its assets under management.

Under the terms of the agreement, we have agreed to invest $ 250 million in exchange for 5 million shares of F&G's 6.875 % Series A Mandatory Convertible Preferred Stock, par value $ 0.001 per share (the "Mandatory Convertible Preferred Stock").

Each share of Mandatory Convertible Preferred Stock will have a liquidation preference of $ 50.00 per share.

Unless earlier converted at the option of the holder, each outstanding share of the Mandatory Convertible Preferred Stock will automatically convert into shares of common stock of F&G on January 15, 2027 (the "Mandatory Conversion Date").

Upon conversion on the Mandatory Conversion Date, the conversion rate for each share of the Mandatory Convertible Preferred

Stock will be no more than 1.1111 shares of common stock and no less than 0.9456 shares of common stock per share of Mandatory Convertible Preferred Stock, depending on the value of F&G's common stock.

We have received cash dividends from our title insurance underwriters and F&G o f $ 0.6 billion , $ 0.4 billion, and $ 0.8 billion during the years ended December 31, 2024, 2023 and 2022, respectively.

FIDELITY NATIONAL FINANCIAL, INC.

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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 9A. Controls and Procedures