What changed in this filing

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Item 1. Business

2026-02-26 compared with 2025-02-28 · 266 added, 211 removed, 917 unchanged (34% of the section changed)

10 unchanged sentences

On December 1, 2022, we completed our previously announced separation and distribution to our shareholders, on a pro rata basis, of approximately 15% of the common stock of F&G (the "F&G Distribution").

Following the F&G Distribution, we retained control of F&G through our approximate 85% ownership stake.

Following the F&G Distribution, we retained control of F&G through an approximate 85% ownership stake.

The F&G Distribution was accomplished by the distribution of 68 shares of common stock, par value $0.001 per share, of F&G for every 1,000 shares of our common stock, par value $0.0001 per share, as a dividend to each holder of shares of our common stock as of the close of business on November 22, 2022, the record date for the F&G Distribution.

On December 31, 2025, we completed our previously announced distribution to our shareholders, on a pro rata basis, of approximately 12% of the common stock of F&G (the "2025 F&G Distribution").

As a result of the 2025 F&G Distribution, we own approximately 70% of the common stock of F&G.

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.

102 unchanged sentences

We are positioned to accomplish these goals through the following areas of strategic focus:

• Targeting large and growing markets .

The opportunity for our core annuity products remains significant, as policyholders seek to add safety and certainty to their retirement plans.

Our investments in life insurance products allows us to penetrate the underserved middle market, which addresses the needs of many of our cultural communities.

And as corporations continue to de-risk their pension funds, our buyout solutions can guarantee pension-holders the lifetime benefits they need and want.

Finally, we continue to attract strong institutional annuity buyers with funding agreements.

F&G is a national leader in the markets we play in, and demographic trends provide tailwinds and significant room to continue growing.

• Superior ecosystem .

• Targeting large, growing markets .

As a nationwide leader in the markets in which F&G operates, F&G is strategically positioned within large, growing markets, benefiting from powerful demographic trends that are fueling sustainable demand for guaranteed income solutions.

Our disciplined focus on core products – including indexed annuities, middle market life insurance, and pension risk transfer – will continue to drive assets under management ("AUM") growth with attractive and stable liabilities.

The market for our core annuity products is substantial, driven by increasing demand for safety and certainty in retirement planning.

Our life insurance products strategically target the underserved middle market, offering solutions tailored to diverse cultural communities.

And as corporations continue to de-risk their pension funds, our pension risk transfer solutions provide guaranteed lifetime benefits to pension-holders.

Finally, our funding agreements continue to generate strong interest from institutional investors.

• Evolved ecosystem and sustainable advantage.

Our business model gives us a sustainable competitive advantage.

We have strong and long-standing relationships with a diverse network of distributors, a durable investment edge through our Blackstone partnership, a scalable administrative platform, and a track record of attracting and retaining top talent.

• Consistent track record of success.

F&G’s deep and experienced management team has successfully diversified products and channels in recent years and demonstrated our ability to deliver consistent top line growth, increase assets under management and generate steady spreads and return on assets across varying market cycles.

• Driving margin expansion and improved returns.

We are pursuing strategies to continue to grow earnings, while generating significant positive net cash flow and diversifying into “capital light” flow reinsurance and accretive owned distribution to generate higher return on equity.

Our evolved ecosystem is built on expanding relationships with key long-term distribution partners, a differentiated asset management approach powered by Blackstone's best-in-class asset origination with a proven track record and complemented by other asset managers, and strategic relationships with reinsurers that provide efficient access to substantial external capital.

• Proven track record;

well positioned for steady earnings growth and capital flexibility.

We have successfully executed on our diversified growth strategy, maintained a strong capital position, and made significant progress toward the targets announced in F&G's 2023 Investor Day.

We are positioned to deliver steady earnings growth aligned to pricing over the long term, significant scale benefit and an increasing mix of more stable, predictable and less capital intensive fee-based sources of earnings.

• Strategic shift to fee-based, less capital intensive for enhanced returns.

F&G is rapidly transforming into a more fee-based, higher margin, and less capital intensive business.

Increased earnings contributions from fee-based flow reinsurance, middle market life insurance and owned distribution strategies, coupled with disciplined growth in our spread-based products, are expected to generate higher returns over time.

Acquisitions, Dispositions, Minority Owned Operating Subsidiaries and Financings

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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.

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.

6 unchanged sentences

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

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.

title insurance industry was approximately $17.7 billion and $16.5 billion in 2024 and 2023, respectively.

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.

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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.

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

An owner’s 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.

78 unchanged sentences

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.

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Excess of loss reinsurance coverage protects us from a large loss from a single loss occurrence.

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

The Company currently secures excess of loss reinsurance coverage through four contracts.

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%.

The third excess of loss reinsurance contract ("Third XOL Contract") provides an additional $80 million limit of coverage from a single loss occurrence, with the Company co-participating at approximately 10%.

The fourth excess of loss reinsurance contract ("Fourth XOL Contract") provides an additional $220 million limit of coverage from a single loss occurrence, with the Company co-participating at approximately 10%.

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 contractually required to retain a minimum 5% co-participation.

As a practical matter, the Company has retained 10% co-participation on the Second XOL Contract.

The third excess of loss reinsurance contract ("Third XOL Contract") provides an additional $80 million limit of coverage from a single loss occurrence, with the Company retaining a minimum 10% co-participation.

The fourth excess of loss reinsurance contract ("Fourth XOL Contract") provides an additional $220 million limit of coverage from a single loss occurrence, with the Company retaining a minimum 10% co-participation.

Subject to the Company’s retention and co-participation on the Second, Third and Fourth XOL Contracts, the maximum coverage from a single loss occurrence provided under our excess of loss reinsurance coverage is $615 million.

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As of December 31, 2025, the combined statutory unearned premium reserve required and reported for our title insurers w as $1,619 million.

I n addition to statutory unearned premium reserves and reserves for known claims, each of our insurers maintains surplus funds for policyholder protection and business operations.

In addition to statutory unearned premium reserves and reserves for known claims, each of our insurers maintains surplus funds for policyholder protection and business operations.

Each of our insurance subsidiaries is regulated by the insurance regulatory authority in its respective state of domicile, as well as that of each state in which it is licensed.

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The CFPB was established under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ("Dodd-Frank"), which also included regulation over financial services and other lending related businesses.

The CFPB has broad authority to regulate, among other areas, the mortgage and real estate markets in matters pertaining to consumers.

The CFPB has broad authority to regulate, among other areas, the mortgage and

real estate markets in matters pertaining to consumers.

This authority includes the enforcement of the Truth-in-Lending Act and the Real Estate Settlement Procedures Act formerly placed with the Department of Housing and Urban Development.

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Because a person acquiring 10% or more of our common shares would indirectly control the same percentage of the stock of our insurers, the insurance change of control laws would likely apply to such a transaction.

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

The NAIC has adopted an instruction requiring an annual certification of reserve adequacy by a qualified actuary.

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.

31 unchanged sentences

Due to the magnitude of the investment portfolio in relation to our claims loss reserves, durations of investments are not specifically matched to the cash outflows required to pay claims.

As of December 31, 2024 and 2023 , the carrying amount of total investments within our Title segment, which approximates the fair value, excluding investments in unconsolidated affiliates, w as approximately $3.3 bil lion and $3.5 billion, respectively.

As of December 31, 2025 and 2024 , the carrying amount of total investments within our Title segment, which approximates the fair value, excluding investments in unconsolidated affiliates, w as approximately $3.5 billion and $3.3 billion, respectively.

We purchase investment grade fixed maturity securities, selected non-investment grade fixed maturity securities, preferred stock and equity securities.

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Because of the potential for prepayment on mortgage-backed and asset-backed securities, they are not categorized by contractual maturity.

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, 2024 and 2023 , other long-term investments $126 million and $95 million, respectively.

As of December 31, 2025 and 2024 , we hel d $288 million and $166 million, respectively, in investments that are accounted for using the equity method of accounting.

As of December 31, 2025 and 2024 , other long-term investments $131 million a nd $126 million, respectively.

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

10 unchanged sentences

For the years ended December 31, 2025 , 2024, and 2023, fees earned during facilitation of tax-deferred property exchanges were $175 million, $180 million, and $202 million, respectively.

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.

See Note D 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, 2025 , 2024, and 2023 , average invested assets include off-balance sheet customer funds used in the facilitation of tax-deferred property exchanges of $4,641 mil lion, $3,613, million and $4,436 million, respectively.

5 unchanged sentences

We also serve approximately 145,000 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.

Through the efforts of F&G's over 1,100 employees, most of whom are located in Des Moines, Iowa, and through a network of approximately 300 IMOs and 26 leading banks and independent broker dealers, representing approximately 187,000 independent agents and advisers, we offer various types of fixed annuities and life insurance products.

Our fixed annuities serve as a retirement and savings tool for which our customers rely on principal protection and predictable income streams.

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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 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.

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As of December 31, 2025, 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%.

The average crediting rate on all outstanding fixed rate annuities as of December 31, 2025, was 5%.

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

11 unchanged sentences

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.

This surrender charge initially ranges from 7% to 15% 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.

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

(In millions)

(Dollars in millions)

Out of surrender charge $ 2,637 7 % — %

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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.

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

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, 2025, we had approximately $3.3 billion outstanding under the FABN Program with an additional $750 million issued in January 2026.

Pension Risk Transfer.

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As of December 31, 2025, we had completed PRT transactions that represented pension obligations of $9.1 billion.

Reinsurance philosophy/arrangements.

Within our F&G segment, we cede insurance to other insurance companies.

We use reinsurance to diversify risks and earnings, to manage loss exposures, to enhance our capital position, and to manage new business volume.

The effects of certain reinsurance agreements are not accounted for as reinsurance as they do not reinsure insurance contracts, or they do not transfer the risks of the reinsured policies.

In instances where we are the ceding company, we pay a premium to a reinsurer in exchange for the reinsurer assuming a portion of our liabilities under the policies we issued and collect expense allowances in return for our administration of the ceded policies.

Use of reinsurance does not discharge our liability as the ceding company because we remain directly liable to our policyholders and are required to pay the full amount of our policy obligations in the event that our reinsurers fail to satisfy their obligations.

We collect reimbursement from our reinsurers when we pay claims on policies that are reinsured.

We monitor the credit risk related to the ability of our reinsurers to honor their obligations under various agreements.

To minimize the risk of credit loss on such contracts, we generally diversify our exposures among many reinsurers and limit the amount of exposure to each based on financial strength ratings, which are reviewed annually.

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 N 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.

Quantitative and Qualitative Disclosures About Market Risk” for further discussion on credit risk and counterparty risk.

See “Item 1A.

Risk Factors” for further discussion of credit risk related to reinsurance agreements.

A description of significant ceded reinsurance transactions appears below.

Wilton Reinsurance Transaction.

Almost all of the life insurance policies in force issued before March 1, 2010, except for the return of premium benefits on term life insurance products, are subject to a reinsurance arrangement with Wilton Reassurance Company (“Wilton Re”).

Pursuant to the agreed upon terms, Wilton Re purchased through a 100% quota share reinsurance agreement certain FGL Insurance life insurance policies that are subject to redundant reserves, reported on a statutory basis, under Regulation XXX and Guideline AXXX, as well as another block of FGL Insurance’s in-force traditional, universal life and IUL insurance policies.

The effects of this agreement are accounted for as reinsurance as the ceded policies qualify as insurance products and because the agreement satisfies the risk transfer requirements for GAAP.

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 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;

therefore, deposit accounting is applied.

Kubera Reinsurance Transaction.

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

(“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, 2025.

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

therefore, deposit accounting is applied and FGL Insurance applies the right of offset in the reinsurance agreement.

To enhance Kubera's ability to pay its obligations under the amended reinsurance agreement, F&G entered into a Variable Note Purchase Agreement (the “NPA”), whereby F&G agreed to fund a note to Kubera to be used to ultimately settle with F&G, with principal increases up to a maximum amount of $435 million, to the extent a potential funding shortfall (treaty assets are less than the total funding requirement) is projected relative to the business ceded to Kubera from F&G as part of the amended reinsurance agreement.

The potential funding shortfall will be determined quarterly and, among other items, is impacted by the market value of the assets in the funds withheld account related to the reinsurance agreement and Kubera's capital as calculated on a Bermuda regulatory basis.

The NPA matures on November 30, 2071.

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, 2024 and 2023, the amount funded under the NPA was insignificant.

Kubera & Somerset Reinsurance Transactions.

FGL Insurance entered into a reinsurance agreement with Kubera, effective December 31, 2018, to cede certain fixed rate annuity (including MYGA) GAAP and statutory reserves on a coinsurance funds withheld basis, net of applicable existing reinsurance.

Effective October 31, 2021, this agreement was novated from Kubera to Somerset Reinsurance Ltd.

(“Somerset”), a certified third-party reinsurer.

Effective December 1, 2023, FGL Insurance executed an additional coinsurance funds withheld agreement with Somerset to cede certain flow MYGA business written effective on or after December 1, 2023.

As the policies ceded to Somerset are investment contracts, there is no significant insurance risk present and these portions of 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.

Effective September 1, 2023, FGL Insurance executed a coinsurance agreement with Everlake Life Insurance Company (“Everlake”), an unaffiliated reinsurer to cede, on a quota share basis, certain flow MYGA business written effective on or after September 1, 2023.

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.

Aspida Reinsurance Transaction.

FGL Insurance has a reinsurance agreement with ASPIDA Life Re Ltd.

(“Aspida Re”), an unaffiliated reinsurer, to cede certain flow MYGA business, on a funds withheld coinsurance basis, net of applicable existing reinsurance, written effective on or after January 15, 2021.

As the policies ceded to Aspida Re are investment contracts, there is no significant insurance risk present and therefore the reinsurance agreement is accounted for as a separate investment contract.

FGL insurance entered into a reinsurance agreement with Aspida Re Cayman Ltd.

(“Aspida Re Cayman”), an unaffiliated reinsurer, to ceded certain flow MYGA business, on a funds withheld coinsurance basis, net of applicable existing reinsurance, written effective on or after November 1, 2025.

As the policies ceded to Aspida Re Cayman are investment contracts, there is no significant insurance risk present and therefore the reinsurance agreement is accounted for as a separate investment contract.

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 applicable to the base contract benefits under the FIA policies and the yearly renewable term is applicable to the waiver of surrender charges and return of premium.

Effective October 1, 2025, this agreement was recaptured and terminated and FGL Insurance entered into a new indemnity reinsurance agreement with Munich Re to cede certain inforce and future flow FIA policies on a coinsurance basis, applicable to the base contract benefits, waiver of surrender charges, and minimum guaranteed surrender value benefits and for certain FIA policies, return of premium rider and minimum interest credit rider benefits.

The effects of these agreements are not accounted for as reinsurance as they do not satisfy the risk transfer requirements for GAAP;

therefore, deposit accounting is applied and FGL Insurance applies the right of offset in the reinsurance agreements.

The CARVM Facility.

Life insurance companies operating in the United States must calculate required reserves for life and annuity policies based on statutory principles.

The insurance divisions have adopted the methodology contained in the NAIC Valuation Manual as the prescribed methodology for the insurance industry.

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

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.

The financing facility has $150 million available to draw on as of December 31, 2025.

The amended facility may terminate earlier than the current termination date of October 1, 2027, in accordance with the terms of the reimbursement agreement.

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, 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, 2025 and 2024, 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 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.

The XOL matures on December 31, 2043, and provides for coverage on losses up to $2.4 billion as of December 31, 2024.

With Corbeau Re, non-economic reserves were financed through the maturity date of the XOL and statutory reserves are recorded for all risks expected to be incurred after the maturity date of the XOL.

The XOL is not accounted for as reinsurance as it does not satisfy the risk transfer requirements for GAAP;

therefore, deposit accounting is applied.

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

As of December 31, 2025, no capital contributions were required to be made due to these conditions.

Corbeau Re is permitted to

account for the excess of loss reinsurance agreement from Canada Life as an admitted asset on the Corbeau Re statutory balance sheet.

PRT Reinsurance Transaction .

Effective October 1, 2023, FGL Insurance recaptured a reinsurance agreement with its affiliate F&G Life Re Ltd.

(“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 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).

Reinsurance of the general account contracts are maintained on a coinsurance funds withheld basis for the general account statutory reserves.

Reinsurance of the separate account contracts are maintained on a modified coinsurance basis for the separate account statutory reserves and coinsurance basis for the general account statutory reserves supporting the separate account.

In connection with the agreement, F&G Cayman Re entered into a financing agreement with Deutsche Bank AG (“DB”), operating out of its New York branch, whereby DB issued a letter of credit used to support the coinsured general account statutory reserves (generally considered to be the non-economic reserves).

IUL YRT Reinsurance.

Effective January 1, 2025, F&G entered into separate flow reinsurance agreements with several reinsurance companies to reinsure mortality risk on certain IUL policies on a yearly renewable term basis.

Effective July 1, 2025, F&G entered into separate reinsurance agreements with several reinsurance companies to reinsure mortality risk on certain inforce IUL policies on a yearly renewable term basis.

In accordance with the terms of these agreements, F&G cedes the net amount at risk on the IUL policies, which is the difference between the stated death benefit and the contractholder funds balance.

New Reinsurance Vehicle.

During the third quarter of 2025, F&G announced the launch of a strategic partnership with a new reinsurance vehicle backed by Blackstone managed funds, with approximately $1 billion in anticipated capital commitments.

Effective August 1, 2025, F&G executed this forward flow reinsurance agreement with Fort Greene Reinsurance SPC Limited Segregated Portfolio No.

1, (“Fort Greene”) to cede certain FIA policies on a coinsurance funds withheld quota share basis and certain funding agreements on a modified coinsurance basis.

F&G does not hold any ownership stake in the unaffiliated Fort Greene entity.

As the policies ceded to Fort Greene are investment contracts, there is no significant insurance risk present and therefore the reinsurance agreement is accounted for as a separate investment contract.

Effective December 1, 2025, FGL Insurance recaptured a portion of the reinsurance agreement with its affiliate F&G Life Re, covering a quota share of certain FIA policies.

All intercompany balances have been eliminated in the preparation of the accompanying Consolidated Financial Statements.

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

Distribution .

18 unchanged sentences

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.

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.

As such, we partner with a select number of financial institution intermediaries who have expertise in the channel and maintain the appropriate field wholesaling forces to be successful in this channel.

1 unchanged sentence

Bank and broker dealers represented 36% of annuity sales for the year ended December 31, 2025.

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.

The top 5 states for the distribution of F&G retail products in the year ended December 31, 2025, were California, Florida, Pennsylvania, Texas and New Jersey, which together accounted for 40% 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.

2 unchanged sentences

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 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;

however, BIS has the right to manage (and receive fees based on) all assets in the F&G Accounts with limited exceptions.

For certain asset classes, we continue to utilize specialized third-party investment managers.

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 substantially all assets in the general and separate accounts of those entities.

As of December 31, 2025, approximately 78% of our $69 billion investment portfolio was managed by BIS, with 20% managed by other third parties, and the remaining 2% 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.

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.

F&G has a robust governance process and framework to manage the investment portfolio.

While BIS is primarily responsible for security selection, F&G makes all investment strategy decisions and sets risk parameters.

All major decisions need to be reviewed and approved by the F&G Investment Committee, and new investment asset classes go through an internal risk assessment process at F&G to ensure the investments are suitable for an insurance company balance sheet.

We define risk tolerance across a wide range of factors, including credit risk, liquidity risk, concentration (issuer and sector) risk, and caps on specific asset classes, which in turn establish conservative risk thresholds.

Also, F&G has flexibility to use other asset management partners through our flow reinsurance platform over time.

F&G, along with BIS, continually monitors portfolio allocations and holdings to optimize the portfolio profile.

F&G has undertaken several programs to take advantage of the credit cycle and market conditions or to undertake prudent risk management in anticipation of an unfavorable economic environment.

We have also added several new asset classes to the investment portfolio to further enhance diversification.

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 also have a small amount of equity holdings required as part of our funding arrangements with the FHLB.

The Company employs hedging strategies to manage exposure to floating interest rates on a portion of its existing and newly acquired floating‑rate assets, subject to market conditions.

The Company also uses foreign exchange hedging instruments to manage exposure to non‑U.S.

dollar‑denominated investments by economically converting such exposures to U.S.

dollars, with the objective of reducing volatility in earnings resulting from changes in interest rates and foreign exchange rates.

The portfolio also has exposure to U.S.

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liability duration of 5.2 years).

For further discussion of portfolio activity, see Item 7 of Part II of this Annual Report, under Management’s Discussion and Analysis of Financial Condition and Results of Operations - Investment Portfolio .

For further discussion of portfolio activity, refer to Item 7 of Part II of this Annual Report, under Management’s Discussion and Analysis of Financial Condition and Results of Operations - Investment Portfolio .

Risk Management.

Risk management is a critical part of our business.

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.

Our most significant risks are governed through holding company governance committees and overall by the Enterprise Risk Management Committee (“ERMC”).

Our most significant risks such as credit risk, liquidity risk, and policyholder behavior associated with interest rate risk have established risk limits associated with our risk appetite statements.

These include investment limits by asset class, ratings and issuer.

Liquidity risk is managed through frequent forecasting of sources and uses of cash and managed to our Liquidity Policy.

Asset liability management ("ALM") procedures and limits protect the Company, within limits, against significant changes in interest rates.

In addition, the risks are stressed as part of our scenario testing process to identify areas requiring mitigation plans based on the macroeconomic environment.

Risk limits, risk appetite and scenario testing results of the stresses are discussed with stakeholders such as the F&G ERMC, the Board of Directors (“Board”) and Audit Committee (“AC”) of F&G, regulators and rating agencies.

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.

Our F&G segment outsources the following functions to third-party service providers:

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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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Junior Unsecured Notes (a) Not Rated BB BB Ba1

CF Bermuda Holdings Limited

Issuer Credit / Default Rating Not Rated BBB- BBB Baa3

Outlook Stable Stable Stable

Fidelity & Guaranty Life Holdings, Inc.

Issuer Credit / Default Rating BBB BBB- BBB Not Rated

Outlook Stable Stable Stable

Operating Subsidiary Ratings

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F&G Life Re Ltd

Financial Strength Rating Not Rated A- A- A3

Outlook Stable Stable Stable

Financial Strength Rating Not Rated Not Rated Not Rated A3

Outlook Stable

F&G Cayman Re Ltd

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(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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Under some ISDA agreements, we have agreed to maintain certain financial strength ratings.

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.

Please refer to Note E 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.

Based on the fair value of our derivatives as of December 31, 2025, we hold no net short positions against a counterparty;

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A downgrade of the financial strength rating could also impact our borrowing costs.

Risk Management.

Risk management is a critical part of our business.

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.

Within our F&G segment, we cede insurance to other insurance companies.

We use reinsurance to diversify risks and earnings, to manage loss exposures, to enhance our capital position, and to manage new business volume.

The effects of certain reinsurance agreements are not accounted for as reinsurance as they do not reinsure insurance contracts or they do not transfer the risks of the reinsured policies.

We collect reimbursement from our reinsurers when we pay claims on policies that are reinsured.

We monitor the credit risk related to the ability of our reinsurers to honor their obligations under various agreements.

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.

Quantitative and Qualitative Disclosures About Market Risk” for further discussion on credit risk and counterparty risk.

See “Item 1A.

Risk Factors” for further discussion of credit risk related to reinsurance agreements.

A description of significant ceded reinsurance transactions appears below.

Wilton Reinsurance Transaction.

The effects of this agreement are accounted for as reinsurance as the ceded policies qualify as insurance products and because the agreement satisfies the risk transfer requirements for GAAP.

Hannover Reinsurance Transaction .

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;

therefore, deposit accounting is applied.

Kubera Reinsurance Transaction.

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

(“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;

therefore, deposit accounting is applied and FGL Insurance applies the right of offset in the reinsurance agreement.

To enhance Kubera's ability to pay its obligations under the amended reinsurance agreement, F&G entered into a Variable Note Purchase Agreement (the “NPA”), whereby F&G agreed to fund a note to Kubera to be used to ultimately settle with F&G, with principal increases up to a maximum amount of $300 million, to the extent a potential funding shortfall (treaty assets are less than the total funding requirement) is projected relative to the business ceded to Kubera from F&G as part of the amended reinsurance agreement.

The NPA matures on November 30, 2071.

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

Kubera & Somerset Reinsurance Transactions.

Effective October 31, 2021, this agreement was novated from Kubera to Somerset Reinsurance Ltd.

(“Somerset”), a certified third-party reinsurer.

Effective December 1, 2023, FGL Insurance executed an additional coinsurance funds withheld agreement with Somerset to cede certain flow MYGA business written effective on or after December 1, 2023.

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.

Everlake Reinsurance Transaction.

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.

FGL Insurance has a reinsurance agreement with ASPIDA Life Re Ltd.

As the policies ceded to Aspida Re are investment contracts, there is no significant insurance risk present and therefore the reinsurance agreement is accounted for as a separate investment contract.

New Re Reinsurance Transaction.

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.

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

therefore, deposit accounting is applied and FGL Insurance applies the right of offset in the reinsurance agreement.

The CARVM Facility.

Life insurance companies operating in the United States must calculate required reserves for life and annuity policies based on statutory principles.

The insurance divisions have adopted the methodology contained in the NAIC Valuation Manual as the prescribed methodology for the insurance industry.

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

The financing facility has $175 million available to draw on as of December 31, 2024.

The amended facility may terminate earlier than the current termination date of October 1, 2027, in accordance with the terms of the reimbursement agreement.

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 .

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

The XOL matures on December 31, 2043, and provides for coverage on losses up to $1.5 billion as of December 31, 2024.

With Corbeau Re, non-economic reserves were financed through the maturity date of the XOL and statutory reserves are recorded for all risks expected to be incurred after the maturity date of the XOL.

The XOL is not accounted for as reinsurance as it does not satisfy the risk transfer requirements for GAAP;

therefore, deposit accounting is applied.

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

Corbeau Re is permitted to account for the excess of loss reinsurance agreement from Canada Life as an admitted asset on the Corbeau Re statutory balance sheet.

PRT Reinsurance Transaction .

Effective October 1, 2023, FGL Insurance recaptured a reinsurance agreement with its affiliate F&G Life Re Ltd.

(“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 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).

Reinsurance of the general account contracts are maintained on a coinsurance funds withheld basis for the general account statutory reserves.

Regulation - U.S.

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The purpose of these regulations is primarily to protect insurers’ policyholders and beneficiaries and not their general creditors and shareholders of those insurers or of their holding companies.

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.

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 or territory in which they are sold.

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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.

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 2025, FGL Insurance did not pay dividends to Fidelity & Guaranty Life Holdings, Inc.

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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 adequacy of investment income and change in premium for Raven Re were outside the usual

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.

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FGL Insurance, FGL NY Insurance, Raven Re and Corbeau Re are not currently subject to regulatory restrictions based on these ratios.

The NAIC developed a group capital calculation tool using an RBC methodology for all entities within the insurance holding company system, including non-U.S.

In December 2020, the NAIC adopted the Group Capital Calculation Template and Instructions, as well as amendments to the Model Holding Company Act and Regulation.

The amendments implement the annual filing requirement for the group capital calculation but will not become effective until adopted by state legislatures or regulatory agencies.

FNF’s lead regulator, the Florida Office of Insurance Regulation, which is also the Company’s lead regulator for this purpose, adopted a requirement for group capital reporting in late 2025 that will be effective for year-end 2026 with filing required in the first half of 2027.

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

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(ii) the posting of an unconditional and irrevocable letter of credit by a qualified U.S.

financial institution in favor of the ceding company allowing the ceding company to draw upon the letter of credit up to the amount of the unpaid liabilities of the reinsurer and (iii) a “funds withheld” arrangement by which the ceding company withholds transfer to the reinsurer of the assets, which support the liabilities to be owed by the reinsurer, with the ceding insurer retaining title to and exclusive control over such assets.

financial institution in favor of the ceding company allowing the ceding company to draw upon the letter of credit up to the amount of the unpaid liabilities of the reinsurer;

and (iii) a “funds withheld” arrangement by which the ceding company withholds transfer to the reinsurer of the assets, which support the liabilities to be owed by the reinsurer, with the ceding insurer retaining title to and exclusive control over such assets.

In addition, all U.S.

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insurers as reciprocal jurisdiction reinsurers such that ceding domestic insurers may receive credit for reinsurance ceded to such unauthorized reinsurers without the requirement for the reinsurer to provide collateral.

FGL Insurance and FGL NY Insurance are subject to such credit for reinsurance rules in Iowa and New York, respectively, insofar as they enter into any reinsurance contracts with reinsurers that are neither licensed nor accredited in Iowa and New York, respectively, or recognized as a reciprocal reinsurer in such jurisdictions.

FGL Insurance and FGL NY Insurance are subject to the credit for reinsurance rules described above in Iowa and New York, respectively, insofar as they enter into any reinsurance contracts with reinsurers that are neither licensed, accredited nor certified in Iowa and New York, respectively, or recognized as a reciprocal reinsurer in such jurisdictions.

F&G, as the indirect parent company of FGL Insurance and FGL NY Insurance, is subject to the insurance holding company laws in Iowa and New York.

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(“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.

("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.

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 two ongoing market conduct examinations in various states.

FGL Insurance is currently the subject of an ongoing market conduct examination in one state.

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.

FGL Insurance does not believe that any of the current market conduct examinations it is subject to will result in any fines or remediation orders that will be material to its business.

FGL Insurance does not believe that the current market conduct examination it is subject to will result in any fines or remediation orders that will be material to its business.

FGL Insurance, FGL NY Insurance, Raven Re and Corbeau Re are subject to state laws and regulations that require diversification of their investment portfolios and limit the amount of investments in certain asset categories, such as below investment grade fixed income securities, equity, real estate, other equity investments and derivatives.

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Federal and state governments and regulatory bodies may be expected to consider additional or more detailed regulation regarding these subjects and the privacy and security of personal information.

The Dodd-Frank Act made sweeping changes to the regulation of financial services entities, products and markets.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“The Dodd-Frank Act”) established the Federal Insurance Office (“FIO”) within the U.S.

Department of the Treasury to monitor all aspects of the insurance industry and of lines of business other than certain health insurance, certain long-term care insurance and crop insurance.

Although the FIO currently does not directly regulate the insurance industry, FIO does monitor and scrutinize developments in the industry.

FIO publications or reports, some of which are periodically submitted to Congress, could continue to increase scrutiny of the industry and ultimately lead to changes in the regulation of insurers and reinsurers in the United States, which could negatively impact our insurance business.

The Dodd-Frank Act made sweeping changes to the regulation of financial services entities,

products and markets.

Certain provisions of the Dodd-Frank Act are applicable to us, our competitors or those entities with which we do business.

Further, certain provisions of the Dodd-Frank Act may become applicable to us, our competitors, or certain entities with which we do business.

These provisions may impact us in many ways, including, but not limited to, having an effect on the overall business climate, requiring the allocation of certain resources to government affairs, and increasing our legal and compliance related activities and the costs associated therewith.

For example, it is possible that regulations issued by the Consumer Financial Protection Bureau may extend, or be interpreted to extend, to the sale of certain insurance products by covered financial institutions, which could adversely affect sales of such products.

The FIO, in response to various studies it conducts, may also recommend changes in laws or regulations that affect our business.

There may be further federal involvement in the business of insurance in the future, which may add significant legal complexity and associated costs to our business.

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.

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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.

Additionally, the Dodd-Frank Act established the Financial Stability Oversight Council (“FSOC”), which plays a role in shaping the regulatory environment affecting RILAs and other insurance products that are connected to the capital markets.

The FSOC monitors systemic risks and may designate insurers offering RILAs, as well as certain other products, 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 (Risk-Based Capital) 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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The amended model regulation also requires agents to provide certain disclosures to consumers, obligates insurers to supervise agent compliance with the new requirements and prohibits sales contests or other incentives based on sales of specific annuities within a limited period of time.

Several states have adopted the revised NAIC model regulation, including FGL Insurance’s domiciliary state of Iowa.

All 50 states have adopted the revised NAIC model regulation, including FGL Insurance’s domiciliary state of Iowa.

Management has instituted business procedures to comply with these revised requirements where required.

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The new rule took effect on February 16, 2021.

The DOL investment advice rule leaves in place PTE 84-24, which is a longstanding class exemption providing prohibited transaction relief for insurance agents selling annuity products provided certain disclosures are made to the plan fiduciary, which is the policyholder in the case of an IRA, and certain other conditions are met.

Among other things, these disclosures include the agent’s relationship to the insurer and commissions received in connection with the annuity sale.

FGL Insurance, along with FGL NY Insurance, designed and launched a compliance program in January 2022 requiring all agents selling IRA products to submit an acknowledgment with each IRA application indicating the agent has satisfied PTE 84-24 requirements on a precautionary basis in case the agent acted or is found to have acted as a fiduciary.

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

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.

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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.

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.

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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.

United States Department of Labor, et al., (“Federation of Americans”) the United States District Court for the Eastern District of Texas (the “Eastern District of Texas”) issued an order staying the effective date of the DOL’s New Fiduciary Rule (and related amendments to PTE 84-24) that was issued in March 2024.

The Eastern District of Texas, 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 New Fiduciary Rule improperly expanded the definition of an “investment advice fiduciary” under ERISA.

As a result, the New Fiduciary Rule’s original effective date of September 23, 2024 was 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.

United States Dep’t of Labor, et al., held the remaining PTE amendments included in the New Fiduciary 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 New Fiduciary 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.

In early 2025, the DOL filed successive unopposed motions 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 motions were granted so the appeals were in abeyance.

In November 2025, the DOL moved to voluntarily dismiss their appeals and the Fifth Circuit agreed and remanded the cases to the District Courts.

The DOL has moved the District Courts to allow until March 2026 to determine their position and next steps with the cases.

Adverse Texas District Court rulings could have harmful effects on the insurance industry, creating additional hurdles to operate our business.

We cannot predict the final outcome of the pending litigation regarding the New Fiduciary Rule;

however, 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, all of which could adversely impact our business, results of operations and/or financial condition.

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 these evolving regulatory requirements and risks.

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

See “Risk Factors— Risk Factors Relating to Government Regulation of the Insurance Industry—Current and emerging developments relating to market conduct standards for the financial industry emerging from the United States Department of Labor’s (“DOL”) implementation of the “fiduciary rule” may over time materially affect our business.”

New and recently passed legislation may also impact the industry in which F&G competes.

For example, the SECURE 2.0 Act of 2022, and for which relevant provisions went into effect on January 1, 2023, in certain respects, creates an opportunity for F&G and its competitors to pursue sales to employer retirement plan sponsors as well as its traditional customers.

In addition, F&G and its competitors may implement operational changes to adapt to the effect of the new legislation.

See “Risk Factors—Legal, Regulatory and Tax Risks —The SECURE 2.0 Act of 2022 may impact our business and the markets in which we compete .”

Regulation - Bermuda.

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F&G Life Re is regulated by the Bermuda Monetary Authority (“BMA”).

On February 19, 2026, F&G announced the expected sale of its non-core Bermuda based subsidiary, F&G Life Re, to Ancient Financial Holdings, LP (“Ancient”).

The transaction is expected to be completed on March 1, 2026, subject to satisfaction or waiver of customary closing conditions.

The Bermuda Insurance Act provides that no person may carry on an insurance business in or from within Bermuda unless registered as an insurer under the Bermuda Insurance Act by the BMA.

In deciding whether to grant registration, the BMA has broad discretion to act as it thinks fit in the public interest.

The BMA is required by the Bermuda Insurance Act to determine whether the applicant is a fit and proper body to be engaged in the insurance business and, in particular, whether it has, or has available to it, adequate knowledge and expertise.

The registration of an applicant as an insurer is subject to the insurer complying with the terms of its registration and such other conditions as the BMA may impose at any time.

In addition, the Bermuda Insurance Act requires BMA approval of increases in control or dispositions of control of an insurance company.

Effective January 1, 2015, Bermuda was placed on the NAIC’s List of Qualified Jurisdictions, which makes Bermuda-domiciled reinsurers that meet certain criteria to qualify as a certified reinsurer eligible for reduced reinsurance collateral requirements under the NAIC’s Credit for Reinsurance Model Law and Regulations as adopted by various states.

Bermuda has been awarded full equivalence for commercial insurers under Europe’s Solvency II regime applicable to insurance companies, which regime came into effect on January 1, 2016.

In addition, the Insurance Act required BMA approval of increases in control or dispositions of control of an insurance company.

Effective January 1, 2020, Bermuda was granted NAIC Reciprocal Jurisdiction status, which makes Bermuda domiciled reinsurers that satisfy certain conditions eligible to be designated as a reciprocal jurisdiction reinsurer.

Under the NAIC’s Credit for Reinsurance Model Law and Regulations which has been adopted by all states, a ceding insurer may take credit for reinsurance ceded to a reciprocal jurisdiction reinsurer without posting collateral.

All insurers are required to implement corporate governance policies and processes as the BMA considers appropriate given the nature, size, complexity and risk profile of the insurer and all insurers, on an annual basis, are required to deliver a declaration to the BMA confirming whether or not they meet the minimum criteria for registration under the Bermuda Insurance Act.

All insurers are required to comply with the Bermuda Insurance Code of Conduct, which is a codification of best practices for insurers provided by the BMA, and to submit annually to the BMA with its statutory financial return a declaration of compliance confirming it complies with the Bermuda Insurance Code of Conduct.

All insurers are also required to comply with the Bermuda Insurance Sector Cyber Risk Management Code of Conduct issued by the BMA under the Bermuda Insurance Act, which establishes the duties, requirements, standards, procedures and principles to be complied with in relation to operational cyber risk management.

The BMA utilizes a risk-based approach when it comes to licensing and supervising insurance and reinsurance companies.

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Thereafter the BMA keeps its analysis of relative risk within individual institutions under review on an ongoing basis, including through the scrutiny of audited financial statements, and, as appropriate, meeting with senior management during onsite visits.

The Insurance Act imposes on Bermuda insurance companies solvency and liquidity standards, as well as auditing and reporting requirements.

The Bermuda Insurance Act imposes solvency and liquidity standards on Bermuda insurance companies, as well as auditing and reporting requirements.

Certain significant aspects of the Bermuda insurance regulatory framework are set forth below.

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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.

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

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.

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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.

Efforts include monitoring and mitigating our carbon footprint, installing water filters to promote use of reusable water bottles, and participating in plastic, paper, and electronic recycling programs.

FNF monitors its Scope 1 and 2 emissions at our Jacksonville headquarters and other leased and owned office locations.

Emissions data for our Jacksonville headquarters location, and for select subsidiaries, is published in the most recent Sustainability report.

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.

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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.

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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.

We are committed to being an equal opportunity employer and to compliance with all federal, state and local laws that prohibit employment discrimination on the basis of race, color, religion, age, sex, pregnancy, national origin, ancestry, citizenship status, veteran status, marital status, physical or mental disability, sexual orientation, gender identity or expression, genetic information and any other characteristic protected by applicable federal, state or local laws.

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

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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.

Employees participate in annual training courses on topics such as the FNF Code of Business Conduct and Ethics, anti-harassment and discrimination.

Employees must acknowledge the FNF Code of Business Conduct and Ethics 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.

As of January 1, 2025, out of the 18,483 U.S.

As of December 31, 2025, out of the 18,764 U.S.

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

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.

Two out of eleven board members are women, 43% percent of the members of FNF’s Executive Team are women, and 68% of FNF’s non-executive managers are

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.

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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.

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, data privacy, safe and responsible AI usage, 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.

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• compliance with extensive government regulation of our operating subsidiaries and adverse changes in applicable laws or regulations or in their application by regulators;

• potential impact of the F&G Distribution on relationships, including employees, suppliers, customers and competitors;

• regulatory investigations of the title insurance industry;

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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