What changed in this filing

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Item 1A. Risk Factors

2026-02-26 compared with 2025-02-28 · 144 added, 67 removed, 414 unchanged (34% of the section changed)

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Even in the absence of a market downturn we are exposed to substantial risk of loss due to market volatility.

Factors such as consumer spending, business investment, government spending, potential government shutdowns, the volatility and strength of the capital markets, investor and consumer confidence, foreign currency exchange rates, geopolitical uncertainties and inflation levels all affect the business and economic environment and, ultimately, the amount and profitability of our business.

Factors such as consumer spending, business investment, government spending, government shutdowns and potential government shutdowns, trade policies, tariffs, the volatility and strength of the capital markets, investor and consumer confidence, foreign currency exchange rates, geopolitical uncertainties and inflation levels all affect the business and economic environment and, ultimately, the amount and profitability of our business.

In an economic downturn characterized by higher unemployment, lower family income, negative investor sentiment and lower consumer spending, the demand for our insurance products could be adversely affected.

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Any event reducing the estimated fair value of these securities, other than on a temporary basis, could have an adverse effect on our business, results of operations and financial condition.

We also maintain holdings in floating rate and less rate-sensitive investments, including senior tranches of CLOs and directly originated senior secured loans.

If realized collateral loss and recoveries differ materially from our assumptions, returns on these assets could be lower than our expectation.

We invest in ABS (traditional and specialty finance) and asset-backed and consumer whole loans.

Consumer balance sheets are healthy and underwriting standards have become more conservative following the 2008 global financial crisis.

However, high inflation rates have been a headwind for consumers, and efforts by the Federal Reserve to stem inflation could induce a recession which would have an adverse impact on consumers and potentially increase delinquencies to a higher level than what is assumed in our underwriting.

If adverse changes in the levels of real estate activity occur, our revenues may decline.

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• when the United States economy is weak, including high unemployment levels.

Declines in the level of real estate activity or the average price of real estate sales are likel y to adversely affect our title insurance revenues.

The Mortgage Bankers Association's ("MBA") Mortgage Finance Forecast as of February 19, 2025, reported an approximate $1.8 trillion mortgage origination market for 2024, which would be a modest increase from 2023 resulting from an increase in refinance activity.

The MBA predicts overall mortgage originations in 2025 will increase when compared to 2024 as a result of increases in both purchase and refinance activity.

Declines in the level of real estate activity or the average price of real estate sales are likely to adversely affect our title insurance revenues.

The Mortgage Bankers Association's ("MBA") Mortgage Finance Forecast as of February 17, 2026, reported an approximate $2.1 trillion mortgage origination market for 2025, which would be an approximately 22% increase from 2024 resulting primarily from an increase in refinance activity.

The MBA predicts overall mortgage originations in 2026 will increase when compared to 2025 as a result of modest increases in both purchase and refinance activity.

Ou r revenues in future periods will continue to be subject to these and other factors that are beyond our control and, as a result, are likely to fluctuate.

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Interest rate fluctuations could adversely affect our business, financial condition, liquidity, results of operations and cash flows.

Interest rate risk is a significant market risk for us, as our F&G segment involves issuing interest rate sensitive obligations backed primarily by investments in fixed income assets.

F&G also maintains a portion of the assets in its investment portfolio in floating rate instruments and has executed variable interest rate credit agreements and floating rate funding agreements, which are subject to an element of market risk from changes in interest rates.

Interest rate risk is a significant market risk for us, as our F&G segment issues interest rate sensitive obligations backed primarily by investments in fixed income assets.

F&G has executed some variable interest rate credit agreements, floating rate funding agreements and pay-float and receive-fixed interest rate swaps to reduce market risks from interest rate changes on its

earnings associated with its floating rate investments.

All of these assets are subject to an element of market risk from changes in interest rates.

Prior to 2022, interest rates had been at or near historical low levels over the preceding several years.

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Lower interest rates may also result in decreased sales of certain insurance products, negatively impacting our profitability from new business.

During periods of increasing interest rates, we may offer higher crediting rates on interest-sensitive products, such as universal life insurance and fixed rate annuities, and we may increase crediting rates on in-force products to keep these products

We may be required to accept lower spread income (the difference between the returns we earn on our investments and the amounts we credit to contractholders), thus reducing our profitability, as returns on our portfolio of invested assets may not increase as quickly as current interest rates.

Beginning in March 2022, the Federal Reserve increased the benchmark rate eleven times from approximately 0% to approximately 5.50% before pausing in the latter half of 2023.

In September 2024, the Federal Reserve began reducing the benchmark rate ending 2024 at approximately 4.5%.

By September 2025, the benchmark rate had declined to 4.00%–4.25%, and subsequent cuts in October and December 2025 brought the benchmark rate down further to approximately 3.50%–3.75%, with market expectations and Federal Reserve communications suggesting further possible reductions in 2026.

Over the period since March 2022, market rates across the yield curve have risen.

During periods of increasing interest rates, we may offer higher crediting rates on interest-sensitive products, such as universal life insurance and fixed annuities, and we may increase crediting rates on in-force products to keep these products competitive.

We may be required to accept lower spread income (the difference between the returns we earn on our investments and the amounts we credit to contract holders), thus reducing our profitability, as returns on our portfolio of invested assets may not increase as quickly as current interest rates.

Rapidly rising interest rates may also expose us to the risk of financial disintermediation, which is an increase in policy surrenders, withdrawals and requests for policy loans as customers seek to achieve higher returns elsewhere, requiring us to liquidate assets in an unrealized loss position.

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We may have difficulty selling these investments in a timely manner and/or be forced to sell them for less than we otherwise would have been able to realize, which could have a material adverse effect on our business, financial condition or operating results.

We have developed and maintain asset liability management programs and procedures that are, we believe, designed to mitigate interest rate risk by matching asset cash flows to expected liability cash flows.

We have developed and maintain ALM programs and procedures that are, we believe, designed to mitigate interest rate risk by matching asset cash flows to expected liability cash flows, and robust inflows provide additional opportunities to allocate in force assets in support of new business, further mitigating potential losses due to disintermediation risk.

In addition, we assess surrender charges on withdrawals in excess of allowable penalty-free amounts that occur during the surrender charge period.

The significant new business written in recent years strengthens the surrender charge protection since the surrender charges are highest in the early years of a policy.

There can be no assurance that actual withdrawals, contract benefits, and maturities will match our estimates.

Despite our efforts to reduce the impact of rising interest rates, we may be required to sell assets to raise the cash necessary to respond to an increase in surrenders, withdrawals and loans, thereby realizing capital losses on the assets sold.

Liabilities that are held on our balance sheet at fair value, including embedded derivatives on our indexed annuities and IUL business and MRBs on our indexed annuity and fixed rate annuity business, are sensitive to fluctuations in interest rates.

Liabilities that are held on our balance sheet at fair value, including embedded derivatives on our Indexed Annuity and IUL business and market risk benefits (“MRB”) on our indexed annuity and fixed rate annuity business, are sensitive to fluctuations in interest rates.

Decreases in interest rates generally would have the impact of increasing the value of these liabilities, which will result in a reduction in our net income.

Liabilities for future policyholder benefits are valued using locked-in discount rates, and any changes in interest rates since the inception of those contracts are reflected in Other comprehensive earnings (loss) ("OCI").

Decreases in interest rates would result in a reduction in our OCI.

Liabilities for future policy benefits (“FPB”) are valued using locked-in discount rates, and any changes in interest rates since the inception of those contracts are reflected in accumulated other comprehensive earnings (loss) ("AOCI").

Decreases in interest rates would result in a reduction in our AOCI.

In addition, certain statutory capital and reserve requirements are based on formulas or models that consider interest rates and a prolonged period of low interest rates may increase the statutory capital we are required to hold as well as the amount of assets we must maintain to support statutory reserves.

Economic conditions, including higher interest rates, could materially adversely affected our business, results of operations and financial condition.

However, we cannot predict if it will impact our business, results of operations or financial condition in the future for the forgoing reasons.

As of December 31, 2025, current economic conditions, including higher interest rates, have not adversely affected our business, results of operations, and financial condition.

However, we cannot predict if it will impact our business, results of operations, and financial condition in the future for the forgoing reasons.

Higher interest rates have decreased the fair value of our investment security portfolio, primarily our fixed maturity securities, as of December 31, 2025 and December 31, 2024, resulting in our AOCI being a loss of $1.7 billion and $2.0 billion, respectively.

See “ Quantitative and Qualitative Disclosure about Market Risk ” in this Annual Report on Form 10-K for a more detailed discussion of interest rate risk.

F&G is exposed to liquidity risk as a result of its other risks.

F&G is exposed to liquidity risk, which is the risk that F&G is unable to meet near-term obligations as they come due.

Liquidity risk is a manifestation of events that are driven by other risk types, including market, insurance, investment, or operational risks.

A liquidity shortfall may arise in the event of insufficient funding sources or an immediate and significant need for cash or collateral.

In addition, it is possible that expected liquidity sources, such F&G's minimum cash buffers, funding

agreements through the FHLB or other credit facilities, may be unavailable or inadequate to satisfy the liquidity demands described below.

F&G has the following sources of liquidity exposure and associated drivers that trigger material liquidity demand.

Those sources are:

• Derivative collateral market exposure:

abrupt changes to interest rate, equity, and/or currency markets may increase collateral requirements to counterparties and create liquidity risk for us.

• Asset liability mismatch:

there are liquidity risks associated with liabilities coming due prior to the matching asset cash flows.

• Insurance cash flows:

F&G faces potential liquidity risks from unexpected cash demands due to severe mortality calamity, customer withdrawals, policy loans or lapse events.

If such events were to occur, F&G may face unexpectedly high levels of claim payments to policyholders.

• FHLB collateral:

F&G issues funding agreements to the FHLB for which eligible securities collateral is posted.

If the value of the eligible securities declines significantly, and there is no available eligible security collateral in the portfolio, F&G may need to supplement the collateral account with cash.

• Kubera NPA:

F&G issued a variable note purchase agreement to Kubera for which it may be liable to fund any shortfall in Kubera’s ability to pay its obligations under the amended reinsurance agreement with FGL Insurance, assuring such principal up to $435 million is timely paid.

• Holding Company Liquidity:

as a holding company, F&G is required to make interest and expense payments to satisfy obligations.

The holding company’s cash position is targeted at the minimum of two times fixed charge coverage ratio on an annual basis.

Risk Factors Relating to Our Business

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Our ability to make scheduled payments of the principal of, or to pay interest on, or to refinance indebtedness depends on and is subject to our financial and operating performance, which in turn is affected by general and regional economic, financial, competitive, business and other factors beyond our control.

If we are unable to generate sufficient cash flow to service our debt

or to fund our other liquidity needs, we will need to restructure or refinance all or a portion of our debt, which could cause us to default on our obligations and impair our liquidity.

If we are unable to generate sufficient cash flow to service our debt or to fund our other liquidity needs, we will need to restructure or refinance all or a portion of our debt, which could cause us to default on our obligations and impair our liquidity.

Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more stringent covenants that could further restrict our business operations.

We from time to time may increase the amount of our indebtedness, modify the terms of our financing arrangements, issue dividends, make capital expenditures and take other actions that may substantially increase our leverage.

We from time to

time may increase the amount of our indebtedness, modify the terms of our financing arrangements, issue dividends, make capital expenditures and take other actions that may substantially increase our leverage.

We may face losses if our actual experience differs significantly from our reserve assumptions.

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If we do not maintain an effective outsourcing strategy or third-party providers do not perform as contracted, we may experience operational difficulties, increased costs and a loss of business that could have a material adverse effect on our results of operations.

If there is a delay in our third-party providers’ introduction of our new products or if our third-party providers are

unable to service our customers appropriately, we may experience a loss of business that could have a material adverse effect on our business, financial condition and results of operations.

If there is a delay in our third-party providers’ introduction of our new products or if our third-party providers are unable to service our customers appropriately, we may experience a loss of business that could have a material adverse effect on our business, financial condition and results of operations.

We have a formal vendor management program that follows a continuous lifecycle for third-party providers.

The lifecycle includes an initial risk assessment for new relationships to determine risk tier;

The lifecycle includes an initial risk assessment for new relationships to

determine risk tier;

vendor due diligence depending on the risk tier;

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If the recorded amount is within a reasonable range of the actuary’s central estimate, but not at the central estimate, management assesses other factors in order to determine our best estimate.

These factors, which are both qualitative and quantitative, can change from period to period and include items such as current trends in the real estate industry (which management can assess, but for which there is a time lag in the development of the data used by our actuary), any adjustments from the actuarial estimates needed for the effects of unusually large or small claims,

improvements in our claims management processes and other cost saving measures.

Depending upon our assessment of these factors, we may or may not adjust the recorded reserve.

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Our owned distribution strategy, including our investments in minority and majority stakes in various network marketing groups and other distribution consolidators, exposes us to operational, financial, and strategic risks.

These investments, including stakes in Syncis Holdings, Quility Holdings, DCMT Worldwide, and a majority interest in Roar Joint Venture, LLC, represent a significant component of our distribution strategy.

These investments, including stakes in Syncis Holdings, DCMT Worldwide, a majority interest in Roar Joint Venture LLC, and a wholly-owned interest in PALH LLC, represent a significant component of our distribution strategy.

The success of this strategy depends on the continued growth and performance of these businesses, which is subject to challenges such as the retention and performance of agents, market demand in cultural communities, and our ability to integrate these entities effectively into our broader operations.

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Our ownership stakes also expose us to financial risks, including the potential for impairment of goodwill or intangible assets if these entities underperform, as well as regulatory and compliance risks related to licensing and fiduciary standards.

These factors, combined

with the operational challenges of managing both majority and minority investments, create risks that could materially and adversely affect our financial performance, competitive position, and long-term growth prospects.

Risk Factors Related to the F&G Distribution

These factors, combined with the operational challenges of managing both majority and minority investments, create risks that could materially and adversely affect our financial performance, competitive position, and long-term growth prospects.

Our valuation of investments and the determinations of the amounts of allowances and impairments taken on our investments may include methodologies, estimates and assumptions which are subject to differing interpretations and, if changed, could materially adversely affect our results of operations and financial condition.

Fixed maturities, equity securities, and derivatives represent the majority of total cash and invested assets reported at fair value on our balance sheet.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price).

Fair value estimates are made based on available market information and judgments about the financial instrument at a specific point in time.

Expectations that our investments will continue to perform in accordance with their contractual terms are based on evidence gathered through our normal credit surveillance process and on assumptions a market participant would use in determining the current fair value.

The determination of current expected credit loss varies by investment type and is based upon our periodic evaluation and assessment of known and inherent risks associated with the respective asset class.

Our management considers a wide range of factors about the instrument issuer (e.g., operations of the issuer and future earnings potential) and uses their best judgment in evaluating the cause of the decline in the estimated fair value of the instrument and in assessing the prospects for recovery.

In addition, we conduct various quantitative credit screens on the investment portfolio to create a credit watchlist.

The credit watchlist investments are then further analyzed by our portfolio managers for likelihood of loss of contractual principal and interest.

Our portfolio managers also maintain a credit spotlight for investments that do not meet the quantitative screens.

These investments have been identified as requiring a higher level of review and monitoring due to idiosyncratic risk.

Such evaluations and assessments require significant judgment and are revised as conditions change and new information becomes available.

Additional impairments may need to be taken in the future, and the ultimate loss may exceed management’s current estimate of impairment amounts.

The value and performance of certain of our assets are dependent upon the performance of collateral underlying these investments.

It is possible the collateral will not meet performance expectations leading to adverse changes in the cash flows on our holdings of these types of securities.

See Note D Investments to the Consolidated Financial Statements, including the notes thereto, in this Annual Report on Form 10-K for additional information about our investment portfolio.

Risk Factors Related to our Majority Ownership in F&G

The F&G Distribution could adversely affect our results of operations or financial condition.

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and the nature and amount of indebtedness incurred by F&G.

On December 31, 2025, we distributed an additional 12% of F&G to holders of FNF Common Stock.

In addition, our F&G segment contributes to a significant portion of our earnings and the F&G Distribution could adversely affect our earnings.

For additional information related to the F&G Distribution and the 2025 F&G Distribution, refer to Item 1 Business and Note A Business and Summary of Significant Accounting Policies in Part II of this Annual Report on Form 10-K.

Certain F&G directors may have actual or potential conflicts of interest because of their FNF equity ownership or their current or former FNF positions.

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In addition, certain of F&G’s directors and executive officers own FNF common stock or other equity compensation awards.

These relationships may create, or may create the appearance of, conflicts of interest when these directors and officers are faced with decisions that could have different implications for FNF and F&G, based on their role as a director of F&G and as an officer of FNF or equity holder of FNF.

For example, potential conflicts of interest could arise in connection with the resolution of any dispute that may arise between FNF and F&G regarding the terms of the agreements governing F&G’s relationship with FNF, including the Corporate Services Agreement.

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Californi a and Texas are the two largest sources of revenue for our Title segment.

In 2024, California-based premiums accounted for approximately 27.8% of premiums earned by our direct operations and 0.5% of our agency premium revenues, while Texas-based premiums accounted for 19.2% of premiums earned by our direct operations and 9.2% of o ur agency premium revenues.

In 2025, California-based premiums accounted for approximately 25.7% of premiums earned by our direct operations and 0.3% of our agency premium revenues, while Texas-based premiums accounted for 19.5% of premiums earned by our direct operations and 9.3% of o ur agency

premium revenues.

In the aggregate, California and Texas accounted for approximat ely 12.2% and 14.1%, respe ctively, of our total title insurance premiums for 2025.

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Concentration in certain states for the distribution of our life insurance and annuity products in our F&G segment may subject us to losses attributable to economic downturns or catastrophes in those states.

Our top five states for the distribution of our life insurance and annuity products in our F&G segment are Florida, California, Pennsylvania, Texas and Ohio.

Our top five states for the distribution of our life insurance and annuity products in our F&G segment are California, Florida, Pennsylvania, Texas and New Jersey.

Any adverse economic developments or catastrophes in these states could have an adverse impact on our F&G segment.

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enhanced federal or state governmental oversight or efforts by federal or state governmental agencies that cause customers to refrain from purchasing or using the Company’s products and services, could:

(i) prohibit, impact or limit our future operations, (ii) make it more costly or burdensome to conduct such operations or (iii) result in decreased demand for the Company’s products and services.

(i) prohibit, impact, or limit our future operations;

(ii) make it more costly or burdensome to conduct such operations;

or (iii) result in decreased demand for the Company’s products and services.

Such changes could impact our competitive position and have a negative impact on our ability to generate revenues, earnings and cash flows.

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Our F&G segment is highly regulated and subject to numerous legal restrictions and regulations.

F&G's insurance businesses are subject to extensive regulation by state insurance authorities in each state in which they operate.

Most states also regulate insurance holding companies like us with respect to acquisitions, changes of control and the terms of transactions with our affiliates.

In addition, we may incur significant costs in the course of complying with regulatory requirements.

State insurance regulators, the NAIC and federal regulators continually reexamine existing laws and regulations and may impose changes in the future.

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Business — Regulation” of this Annual Report for further discussion of the impact of regulations on our business.

State Regulation

Our business is subject to government regulation in each of the states in which we conduct business and is concerned primarily with the protection of policyholders and other customers rather than shareholders.

F&G's business is subject to government regulation in each of the jurisdictions in which we conduct business and regulators have broad administrative and discretionary authority over our business and business practices.

F&G's business is subject to government regulation in each of the states in which we conduct business and is concerned primarily with the protection of policyholders and other customers rather than shareholders.

Such regulation is vested in state agencies having broad administrative and discretionary authority, which may include, among other things, premium rates and increases thereto, underwriting practices, reserve requirements, marketing practices, advertising, privacy, policy forms, reinsurance reserve requirements, acquisitions, mergers, and capital adequacy.

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In addition, regulators may change their interpretation or application of existing laws and regulations such as the case with broadening the scope of carriers that must contribute towards Long Term Care insolvencies.

F&G's business in the United States is regulated by the National Association of Insurance Commissioners (“NAIC”), which continues to consider reforms including relating to cybersecurity regulations, best interest standards, risk-based capital (“RBC”) and life insurance reserves.

Although our business is subject to regulation in each state in which we conduct business, in many instances the state regulatory models emanate from the NAIC.

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Statutes, regulations and interpretations may be applied with retroactive impact, particularly in areas such as accounting and reserve requirements.

The NAIC continues to work to reform state regulation in various areas, including comprehensive reforms relating to cybersecurity regulations, best interest standards, RBC and life insurance reserves.

The NAIC continues

to work to reform state regulation in various areas, including comprehensive reforms relating to cybersecurity regulations, best interest standards, RBC and life insurance reserves.

Our insurance subsidiaries are subject to minimum capitalization requirements based on RBC formulas for life insurance companies that establish capital requirements relating to insurance, business, asset, interest rate and certain other risks.

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Changes currently under consideration include adding an operational risk component, factors for asset credit risk, and group wide capital calculations.

“Fiduciary” Rule

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.

In December 2020, the DOL issued its final version of an investment advice rule replacing the previous “Fiduciary Rule” that had been challenged by industry participants and vacated in March 2018 by the United States Fifth Circuit Court of Appeals.

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We, along with FGL Insurance and 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.

recommendation is provided under circumstances that would indicate to a reasonable investor in like circumstances that the recommendation is based on a review of the particular needs or individual investor circumstances of the retirement investor, reflects the application of professional or expert judgment to the retirement investor’s particular needs or individual circumstances, and may be relied upon by the retirement investor as intended to advance the retirement investor’s best interest.

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

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

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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.

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 New 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 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 has been delayed until further notice.

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 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.

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.

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.

The Fifth Circuit has yet to issue a decision on these appeals.

Consequently, the stays on the 2024 fiduciary rule remain in effect.

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.

Bermuda and Cayman Islands Regulation

Please refer to “ Business-Regulation of F&G ” for additional details on the DOL’s “Fiduciary Rule.”

Changes to regulations under ERISA could adversely affect the Company by increasing the Company’s regulatory and compliance burden.

The prohibited transaction rules of ERISA and the Code generally restrict the provision of investment advice to ERISA plans and participants and IRA owners, if the investment recommendation results in fees paid to the individual advisor, his or her firm, or their affiliates, which vary according to the investment recommendation chosen.

The 2020 PTE, which took effect on February 16, 2021, was expected to ease some of the investment advice restrictions under ERISA.

However, this expectation may change if the New Fiduciary Rule, discussed earlier, becomes law.

Currently, the New Fiduciary Rule’s effective date has been stayed from going into effect.

In recent years, the DOL has issued or proposed several regulations that increase the level of disclosure that must be provided to plan sponsors and participants.

These ERISA disclosure requirements will increase the Company’s regulatory and compliance burden, resulting in increased costs.

Our regulation in Bermuda and the Cayman Islands may limit or curtail our activities, and changes to existing regulations may affect our ability to continue to offer our existing products and services, or new products and services.

Our business is subject to regulation in Bermuda and the Cayman Islands, including the BMA and the CIMA.

These regulations may limit or curtail our activities, including activities that might be profitable, and changes to existing regulations may affect our ability to continue to offer our existing products and services, or new products and services we may wish to offer in the future.

Our reinsurance subsidiary, F&G Life Re, is registered in Bermuda under the Bermuda Insurance Act and subject to the rules and regulations promulgated thereunder.

The BMA has sought regulatory equivalency, which enables Bermuda’s commercial insurers to transact business with the European Union on a “level playing field.” In connection with its initial efforts to achieve equivalency under the European Union’s Directive (2009/138/EC) (“Solvency II”), the BMA implemented and imposed additional requirements on the companies it regulates.

The European Commission in 2016 granted Bermuda’s commercial insurers full equivalence in all areas of Solvency II for an indefinite period of time.

Our reinsurance subsidiary, F&G Cayman Re, is licensed in the Cayman Islands by the CIMA and is subject to supervision by CIMA and CIMA may at any time direct F&G Cayman Re, in relation to a policy, a line of business or the entire business, to cease or refrain from committing an act or pursing a course of conduct and to perform such acts as in the opinion of CIMA are necessary to remedy or ameliorate the situation.

Our reinsurance subsidiary, F&G Life Re, is registered in Bermuda under the Bermuda Insurance Act and is subject to the rules and regulations promulgated thereunder.

The BMA has sought regulatory equivalency, which enables Bermuda’s commercial insurers to transact business with the European Union (“EU”) on a “level playing field.” In connection with its initial efforts to achieve equivalency under the EU’s Directive (2009/138/EC) (“Solvency II”), the BMA implemented and imposed additional requirements on the companies it regulates.

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.

F&G Life Re has been designated as a certified reinsurer in Iowa.

The European Commission in 2016 granted Bermuda’s commercial insurers full equivalency in all areas of Solvency II for an indefinite period of time.

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 any collateral.

F&G Life Re has been approved as a reciprocal jurisdiction reinsurer in Iowa.

Our reinsurance subsidiary, F&G Cayman Re, is a licensed Class D insurer in the Cayman Islands and a wholly owned direct subsidiary of ours, is licensed by the CIMA and is subject to supervision by CIMA.

CIMA may, at any time, direct F&G Cayman Re, in relation to a policy, a line of business or the entire business, to cease or refrain from committing an act or pursing a course of conduct and to perform such acts as in the opinion of CIMA are necessary to remedy or ameliorate the situation.

Please refer to “ Business-Regulation of F&G ” for additional details on the regulations in Bermuda and the Cayman Islands.

The SECURE 2.0 Act of 2022 may impact our business and the markets in which we compete.

The Secure 2.0 Act of 2022, Division T of the Consolidated Appropriations Act, 2023 (“SECURE Act 2.0”), was signed into law on December 29, 2022, and went into effect as early as January 1, 2023, in certain respects.

The SECURE Act 2.0 contains provisions that may impact our F&G insurance subsidiaries, and these changes could affect the desirability of IRAs,

necessitate changes to our administrative system to implement the Secure Act 2.0, and affect, to some extent, the length of time that IRA assets remain in our annuity products.

The Secure 2.0 Act of 2022, Division T of the Consolidated Appropriations Act, 2023 (“SECURE Act 2.0”), was signed into law on December 29, 2022, and for which relevant provisions went into effect January 1, 2023, in certain respects.

The SECURE Act 2.0 contains provisions that may impact our F&G insurance subsidiaries, and these changes could affect the desirability of IRAs, necessitate changes to our administrative system to implement the Act, and affect, to some extent, the length of time that IRA assets remain in our annuity products.

These provisions include, for example, raising the age for required minimum distributions from IRAs from 72 to 73 (age 74 after 2032);

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Changing rules, public disclosure regulations and stakeholder expectations on environmental, social and corporate governance (“ESG”) related matters create a variety of risks for our business.

In addition to the changing rules and regulations related to ESG matters imposed by governmental and self-regulatory organizations such as the SEC and the New York Stock Exchange, a variety of third-party organizations, institutional investors and customers evaluate the performance of companies on ESG topics, and the results of these assessments are widely publicized.

In addition to the changing rules and regulations related to ESG matters imposed by governmental and self-regulatory organizations, a variety of third-party organizations, institutional investors and customers evaluate the performance of companies on ESG topics, and the results of these assessments are widely publicized.

These changing rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such regulations and expectations.

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The failure, insolvency, inability, or unwillingness of any reinsurer to pay under the terms of reinsurance agreements with us could materially adversely affect our business, financial condition, liquidity, and results of operations.

We regularly monitor the credit rating and performance of our reinsurance parties.

We regularly monitor the credit rating and performance of our

reinsurance parties.

Aspida Re, Wilton Re, Somerset and Everlake represent our largest third-party reinsurance counterparty exposure.

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Natural catastrophes and pandemics present risks that could adversely affect our results of operations.

In addition, our business operations may be adversely affected by the increased risk of malicious and terrorist acts, as evidenced by recent incidents such as the New Orleans attack and Las Vegas explosion, which could disrupt our operations or the safety of our employees or customers.

In addition, our business operations may be adversely affected by the increased risk of malicious and terrorist acts, which could disrupt our operations or the safety of our employees or customers.

Claims arising from such events could have an adverse effect on our business, operations and financial condition, either directly or as a result of their effect on our reinsurers or other counterparties.

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While we believe we have taken steps to identify and mitigate these types of risks, such risks cannot be reliably predicted, nor fully protected against even if anticipated.

In addition, such events could result in overall macroeconomic volatility or specifically a decrease or halt in economic activity in large geographic areas, adversely affecting the marketing or administration of our business within such geographic areas or the general economic climate, which in turn could have an adverse effect on our business, results of operations and financial condition.

adverse effect on our business, results of operations, and financial condition.

The possible macroeconomic effects of such events could also adversely affect our asset portfolio.

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However, the use of new artificial intelligence models may make insurance companies more susceptible to potential bias, discrimination and data breaches.

These concerns could lead to development of new, or modifications to, laws and regulations pertaining to the use of Artificial Intelligence by insurance companies or the broader financial services sector, which may prove to be onerous for companies to implement in a timely manner.

These concerns could lead to development of new, or

modifications to, laws and regulations pertaining to the use of Artificial Intelligence by insurance companies or the broader financial services sector, which may prove to be onerous for companies to implement in a timely manner.

The use of artificial intelligence and machine learning technologies, including generative artificial intelligence, has increased rapidly with increasing complexity and changes in the nature of the technology.

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Competition could result in, among other things, lower sales or higher lapses of existing products.

Our annuity products compete with indexed annuities and fixed rate annuities sold by other insurance companies and also with mutual fund products, traditional bank investments and other retirement funding alternatives offered by asset managers, banks and broker-dealers.

F&G's annuity products compete with indexed annuities and fixed rate annuities sold by other insurance companies and also with mutual fund products, traditional bank investments and other retirement funding alternatives offered by asset managers, banks and broker-dealers.

The ability of banks and broker dealers to increase their securities-related business or to affiliate with insurance companies may materially and adversely affect sales of all of our products by substantially increasing the number and financial strength of potential competitors.

Our insurance products compete with those of other insurance companies, financial intermediaries and other institutions based on a number of factors, including premium rates, policy terms and conditions, service provided to distribution channels and policyholders, ratings by rating agencies, reputation and commission structures.

Our ability to compete is dependent upon, among other things, our ability to develop competitive and profitable products, our ability to maintain low unit costs and our maintenance of adequate financial strength ratings from rating agencies.

Our ability to compete is also dependent upon, among other things, our ability to attract and retain distribution channels to market our products, the competition for which is vigorous.

We must anticipate and respond effectively to changes in customer preferences, new industry standards, evolving distribution models, disruptive technology developments and alternate business models.

The evolving nature of consumer needs and preferences and improvements in technology could result in a reduction in consumer demand and in the prices of the products and services we offer.

Our competitive position may be impacted if we are unable to deploy, in a cost effective and competitive manner, technology such as artificial intelligence and machine learning, or if our competitors collect and use data which we do not have the ability to access or use.

F&G's ability to compete is dependent upon, among other things, its ability to develop competitive and profitable products, its ability to maintain low unit costs, its maintenance of adequate financial strength ratings from rating agencies and its ability to attract and retain distribution channels to market its products, the competition for which is vigorous.

F&G must anticipate and respond effectively to changes in customer preferences, new industry standards, evolving distribution models, disruptive technology developments and alternate business models.

The evolving nature of consumer needs and preferences and improvements in technology could result in a reduction in consumer demand and in the prices of the products and services F&G offers.

F&G's competitive position may be impacted they are unable to deploy, in a cost effective and competitive manner, technology such as artificial intelligence and machine learning, or if F&G's competitors collect and use data which they do not have the ability to access or use.

There is a risk that purchasers may be able to obtain more favorable terms and offerings from competitors, vendors or other third parties, including pricing and technology.

Additionally, customers may turn to our competitors as a result of our or our client’s failure, or perceived failure, to deliver on customer expectations, product or service flaws, technology issues, gaps in operational support or other issues affecting customer experience.

As a result, competition may adversely affect the persistency of our policies, our ability to sell products and provide services, maintain client relationships, and our revenues and results of operations.

Additionally, customers may turn to our competitors as a result of F&G or its client’s failure, or perceived failure, to deliver on customer expectations, product or service flaws, technology issues, gaps in operational support or other issues affecting customer experience.

As a result, competition may adversely affect the persistency of F&G's policies, F&G's ability to sell products and provide services, maintain client relationships, and F&G's revenues and results of operations.

The loss of key personnel could negatively affect our financial results and impair our operating abilities.

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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 1A. Risk Factors