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Item 7. Management’s Discussion and Analysis

2026-02-26 compared with 2025-02-28 · 231 added, 217 removed, 924 unchanged (33% of the section changed)

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For a description of our business, including descriptions of segments, see the discussion under Business in Item 1 of Part I of this Annual Report, which is incorporated by reference into this Item 7 of Part II of this Annual Report.

On June 11, 2025, the Company effected a redomestication of the Company from the State of Delaware to the State of Nevada (the “Redomestication”).

As of June 11, 2025, the affairs of the Company ceased to be governed by the Delaware General Corporation Law and the Company adopted a new certificate of incorporation and bylaws governed by the Nevada Revised Statutes.

The Redomestication did not result in any change in the business, physical location, management, assets, liabilities, or net worth of the Company, nor did it result in any change in location of the Company’s current employees, including management.

The Redomestication did not affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under those material contractual arrangements will continue to be the rights and obligations of the Company after the Redomestication.

The daily business operations of the Company will continue as they were conducted prior to the Redomestication.

The consolidated financial condition and results of operations of the Company immediately after consummation of the Redomestication remain the same as immediately before the Redomestication.

Business Trends and Conditions

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• the strength of the United States economy, including employment levels.

The most recent forecast of the MBA, as of February 19, 2025, estimated (actual for fiscal years 2023 and 2024) the size of the U.S.

The most recent forecast of the MBA, as of February 17, 2026, estimated (actual for fiscal year 2024) the size of the U.S.

residential mortgage originations market as shown in the following table for 2024 - 2028 in its "Mortgage Finance Forecast" (in trillions):

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mortgage originations forecast $ 2.2 $ 2.2 $ 2.2 $ 2.1 $ 1.7

As of February 19, 2025, the MBA expected residential purchase transactions and residential refinance transactions to increase in 2025 through 2027.

Following the Federal Reserve's reduction of its benchmark rate to nearly zero in response to COVID-19, residential purchase and refinance activity were on strong footing resulting in record revenues in 2021.

However, residential refinance transactions began to slow in 2021 as the population of eligible refinance candidates declined.

The Federal Reserve raised the benchmark interest rate from near zero as of March 2022 to a range between 5.25% and 5.50% in July 2023 in an effort to combat inflation.

Following a decline in inflation in 2024, the Federal Reserve reduced the benchmark rate to a range of 4.25% and 4.50% as of December 31, 2024.

Interest rates on a 30-year, fixed rate mortgage averaged 6.7% in 2024, 6.8% and 5.2% in 2023 and 2022, respectively.

A shortage in the supply of homes for sale, increasing home prices, varying mortgage interest rates, inflation, disrupted labor markets and geopolitical uncertainties created some volatility in the residential real estate market in 2022, 2023 and 2024.

The Federal Reserve further reduced the benchmark rate by 75 basis points in 2025 to a range of 3.50% and 3.75% as of December 31, 2025.

Average interest rates for a 30-year fixed rate mortgage were averaged 6.6%, 6.7% and 6.8% during the years ended December 31, 2025, 2024 and 2023, respectively.

A shortage in the supply of homes for sale, increasing home prices, varying mortgage interest rates, inflation, disrupted labor markets, and geopolitical uncertainties created a challenging residential real estate market in 2023, 2024, and 2025.

In early 2026, the federal government implemented or proposed reforms to address housing and home affordability, including a directive to certain government-sponsored enterprises to purchase up to $200 billion of mortgage-backed securities in an effort to lower interest rates, enhance affordability and reduce the spread between mortgage rates and Treasury yields.

Existing-home sales increased 1% in December 2025 as compared to the corresponding month in 2024, while median existing-home sales prices rose to $405,400 in December 2025, a 0.4% increase over the corresponding month in 2024.

Existing-home sales decreased 9% in December 2024 as compared to the corresponding month in 2023, while median existing-home sales prices rose to $404,400 in December 2024, a 6% increase over the corresponding month in 2023.

According to the U.S.

Department of Labor's Bureau of Labor, the unemployment rate was near record lows throughout 2022 and 2023.

Department of Labor's Bureau of Labor, the unemployment rate was near record lows throughout 2023.

The unemployment rate was 4.4%, 4.1% and 3.7% in December of 2025, 2024 and 2023, respectively.

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In recent years, we experienced fluctuating demand in commercial real estate markets.

Commercial volumes and

commercial fee-per-file were stable in the first three quarters of 2022.

Commercial volumes and commercial fee-per-file declined in the fourth quarter of 2022 and remained depressed throughout 2023 and 2024 when compared to recent years.

Commercial volumes were depressed throughout 2023 and 2024 when compared to recent preceding years.

Commercial volumes increased significantly in 2025.

The increase in commercial volumes in 2025 was broad-based, across several asset classes.

We continually monitor mortgage origination trends and believe that, based on our ability to produce industry leading operating margins through all economic cycles, we are well positioned to adjust our operations for adverse changes in real estate activity and to take advantage of increased volume when demand increases.

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Market Conditions.

Market volatility has affected, and may continue to affect, our business and financial performance in varying ways.

Market conditions can change rapidly with significant positive or negative impacts on our results.

Volatility can pressure sales and reduce demand as consumers hesitate to make financial decisions.

We anticipate various macroeconomic factors will continue to drive uncertainty and instability, which could have a significant impact on the Company during fiscal year 2026.

These factors include, among others, consumer spending, business investment, government spending, government shutdown, the volatility and strength of the capital markets, investor and consumer confidence, foreign currency exchange rates, commodity prices, inflation levels, changes in trade policy, tariffs and trade sanctions on goods, trade wars, United States-China relations and supply chain disruptions.

In light of increasing uncertainty in the markets we serve, we are unable to predict how long the current environment will last or the significance of the financial and operational impacts to us.

To enhance the attractiveness and profitability of our products and services, we continually monitor the behavior of our customers, as evidenced by annuitization rates and lapse rates, which vary in response to changes in market conditions.

See Item 1A of Part I of this Annual Report for further discussion of risk factors that could affect market conditions.

See “ Part I.

Risk Factors” in this Annual Report on Form 10-K for further discussion of risk factors that could affect market conditions.

Interest Rate Environment.

Some of our F&G products include guaranteed minimum crediting rates, most notably our fixed rate annuities.

Some of our products include guaranteed minimum crediting rates, most notably our fixed rate annuities.

As of December 31, 2025 and December 31, 2024, our reserves, net of reinsurance, and average crediting rate on our fixed rate annuities were $6.4 billion and 4.8%, respectively, and $6.4 billion and 4.4%, respectively.

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Similarly, we expect that policyholders would be less likely to hold policies with existing guarantees as interest rates rise and the relative value of other new business offerings are increased, which would negatively impact our earnings and cash flows.

See “Item 7A.

Quantitative and Qualitative Disclosure about Market Risk” for a more detailed discussion of interest rate risk.

See “ Quantitative and Qualitative Disclosure about Market Risk ” and “ Part I.

Risk Factors ” in this Annual Report on Form 10-K for a more detailed discussion of interest rate risk.

Aging of the U.S.

We believe that the aging of the U.S.

population will increase the demand for our indexed annuity and indexed universal life (“IUL”) products.

As the “baby boomer” generation prepares for retirement, we believe that demand for retirement savings, growth, and income products will grow.

We serve a growing retirement population, with more than 10,000 Americans turning 65 every day and a projected 23% increase in people age 65 and older over the next 25 years.

population will continue to increase demand for retirement savings, growth, and income solutions, including demand for our indexed annuity and indexed universal life (“IUL”) products.

We serve a growing retirement population, with more than 11,000 Americans turning 65 every day and a projected 30% increase in people age 65-100 over the next 25 years according to the U.S.

Census Bureau.

The impact of this growth may be offset to some extent by asset outflows as an increasing percentage of the population begins withdrawing assets to convert their savings into income.

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The underserved middle-income market represents a major growth opportunity for us.

As a tool for addressing the unmet need for retirement planning, we believe that many middle-income Americans have grown to appreciate the financial certainty that we believe annuities such as our FIA products afford.

For example, the fixed index annuity market grew from nearly $12 billion of sales in 2002 to $130 billion of sales in 2024 and the registered index-linked annuities (“RILA”) market grew from $17 billion of sales in 2019 to $62 billion of sales in 2024.

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Additionally, we continued to see stable development relating to the 2012 through 2022 policy years, which we believe is indicative of more stringent underwriting standards by us and the lending industry.

Our ending open claim inventory decreased from approximately 9,200 claims as of December 31, 2023, to approximately 8,300 claims as of December 31, 2024.

Policy years 2024 and 2023 have seen some increased levels of early reported and paid claims.

Many early reported and paid claims relate to fraudulent activity, such as wire fraud and other types of real estate fraud.

Fraud claims are typically reported and paid quickly and are not the type of claims to develop over time in the same manner of other claim types due to a shorter reporting tail.

Additionally, the early negative development in 2024 and 2023 is offset by the positive development of policy years 2022 and prior.

We continue to watch the development of the more recent years, in addition to historical averages and economic factors when analyzing the current provision rates.

Our ending open claim inventory increased from approximately 8,300 claims as of December 31, 2024, to approximately 8,500 claims as of December 31, 2025.

If actual claims loss development varies from what is currently expected and is not offset by other factors, it is possible that our recorded reserves may fall outside a reasonable range of our actuaries' central estimate, which may require additional reserve adjustments in future periods.

An approximate $52 million increase (decrease) in our annualized provision for title claim losses would occur if our loss provision rate were 1% higher (lower), based on 2024 title premiums of $5,153 million.

An approximate $58 million increase (decrease) in our annualized provision for title claim losses would occur if our loss provision rate were 1% higher (lower), based on 2025 title premiums of $5.8 billion.

A 10% increase (decrease) in our reserve for title claim losses, as of December 31, 2025, would result in an increase (decrease) in our provision for title claim losses of approximately $170 million.

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Total $ 65,702 $ (13,369) $ 52,333

Indexed annuities and IUL products contain an embedded derivative;

a feature that permits the holder to elect an interest rate return or an equity-index linked component, where interest credited to the contract is linked to the performance of various equity indices.

The indexed annuities/IUL embedded derivatives are valued at fair value and included in the liability for Contractholder funds in our Consolidated Balance Sheets with changes in fair value included as a component of Benefits and other changes in policy reserves in our Consolidated Statements of Earnings.

We have indexed annuities and IUL contracts that permit the holder to elect an interest rate return or an equity index linked component, where interest credited to the contracts is linked to the performance of various equity indices, such as the S&P 500 Index.

This feature represents an embedded derivative under GAAP.

The indexed annuities/IUL embedded derivatives are valued at fair value and included in the liability for Contractholder funds in the Consolidated Balance Sheets with the ceded portion of the reinsured indexed crediting feature embedded derivatives recorded as a component of the Reinsurance recoverable in the Consolidated Balance Sheets.

Changes in fair value are included as a component of Benefits and other changes in policy reserves in the Consolidated Statements of Operations.

For life-contingent immediate annuity policies, gross premiums received in excess of net premiums are deferred at initial recognition as a deferred profit liability (“DPL”).

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Our equity securities are carried at fair value with unrealized gains and losses included in net earnings.

Realized gains and losses on the sale of investments are determined on the basis of first-in first-out cost basis and are credited or charged to income on a trade date basis.

Realized gains and losses on the sale of investments are determined on the basis of specific identification and are credited or charged to income on a trade date basis.

Management’s assessment of all available data when determining fair value of the AFS securities is necessary to appropriately apply fair value accounting.

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We validate external valuations at least quarterly through a combination of procedures that include the evaluation of methodologies used by the pricing services, comparisons to valuations from other independent pricing services, analytical reviews and performance analysis of the prices against trends, and maintenance of a securities watch list.

See Note D Fair Value of Financial Instruments and Note E Investments to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K.

See Note C Fair

Value of Financial Instruments and Note D Investments to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K.

The fair value of derivative assets and liabilities is based upon valuation pricing models or independent broker quotes and represents what we would expect to receive or pay at the balance sheet date if we canceled or exercised the derivative or entered into offsetting positions.

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The discount rate used to determine the fair value of our indexed annuities/IUL embedded derivative liabilities includes an adjustment to reflect the risk that these obligations will not be fulfilled (“non-performance risk”).

For the years ended December 31, 2024 and 2023, our non-performance risk adjustment was based on the expected loss due to default in debt obligations for similarly rated

financial companies.

See Note D Fair Value of Financial Instruments and Note F Derivative Financial Instruments to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K.

For the years ended December 31, 2025 and 2024, our non-performance risk adjustment was based on the expected loss due to default in debt obligations for similarly rated financial companies.

See Note C Fair Value of Financial Instruments and Note E Derivative Financial Instruments to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K.

F&G cedes certain business on a coinsurance funds withheld basis.

Assets supporting the arrangements are reported within Funds withheld for reinsurance liabilities on our Consolidated Balance Sheets.

All assets within the Funds withheld for reinsurance liabilities are recorded in a manner consistent with each respective item of our accounting policies discussed in Note A Business and Summary of Significant Accounting Policies to our Consolidated Financial Statements included in Part II - Item 8 of this Annual Report on Form 10-K.

Investment results for the assets that support the coinsurance that are segregated within the funds withheld account are passed directly to the reinsurer pursuant to the contractual terms of the reinsurance arrangement, which creates embedded derivatives considered to be total return swaps.

These total return swaps are not clearly and closely related to the underlying insurance contract and thus require bifurcation.

The fair value of the total return swaps is based on the change in fair value of the underlying assets held in the funds withheld account.

These embedded derivatives are not clearly and closely related to the underlying reinsurance agreement and thus require bifurcation.

For arrangements reinsuring indexed annuities products, the funds withheld account additionally contains an embedded derivative representing the index credit obligation due the reinsurer, resulting in a compound embedded derivative.

These compound embedded derivatives are reported in Funds withheld for reinsurance liabilities and for all other arrangements, embedded derivatives are reported in Prepaid expenses and other assets if in a net gain position, or Accounts payable and accrued liabilities, if in a net loss position on the Consolidated Balance Sheets.

Beginning in 2025, these embedded derivatives are reported in Funds withheld for reinsurance liabilities, irrespective if in a net asset position or a net liability position, on the Consolidated Balance Sheets and prior periods have been reclassified from Prepaid expenses and other assets to conform with the current presentation.

The related gains or losses are reported in Recognized gains and (losses), net on the Consolidated Statements of Earnings.

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

Refer to Note C Fair Value of Financial Instruments for descriptions of the fair value methodologies used for these and other derivative financial instruments and Note E Derivative Financial Instruments and 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 additional information.

We categorize our fixed maturity securities, preferred securities, equity securities and derivatives into a three-level hierarchy based on the priority of the inputs to the valuation technique.

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We have made acquisitions that have resulted in a significant amount of goodwill.

As of December 31, 2024 and 2023, goodwill w as $5,271 million and $4,830 million, respectively.

As of December 31, 2025 and 2024, goodwil l was $5,272 million and $5,271 million, respectively.

The majority of our goodwill as of December 31, 2025 relates to goodwill recorded in connection with the Chicago Title merger in 2000, our initial acquisition of an ownership interest in ServiceLink in 2014 and our acquisition of F&G in 2020.

Refer to Note N Goodwill to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for a summary of recent changes in our Goodwill balance.

Refer to Note M Goodwill to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for a summary of recent changes in our Goodwill balance.

In evaluating the recoverability of goodwill, we perform a qualitative analysis at the reporting unit level to determine whether it is more likely than not that the fair value of our recorded goodwill exceeds its carrying value.

Based on the results of this analysis, an annual goodwill impairment test may be completed based on an analysis of the discounted future cash flows generated by the underlying assets.

The process of determining whether or not goodwill is impaired or recoverable relies on

projections of future cash flows, operating results and market conditions.

The process of determining whether or not goodwill is impaired or recoverable relies on projections of future cash flows, operating results and market conditions.

Future cash flow estimates are based partly on projections of market conditions such as the volume and mix of refinance and purchase transactions and interest rates, which are beyond our control and are likely to fluctuate.

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MRBs are contracts or contract features that both provide protection to the contract holder from other-than-nominal capital market risk (equity, interest and foreign exchange risk) and expose the Company to other-than-nominal capital market risk.

MRBs include certain contract features primarily on indexed annuities contracts that provide minimum guarantees to policyholders, such as GMDB and GMWB riders.

MRBs are measured at fair value using a risk neutral valuation method, which is based on current net amounts at risk, market data, internal and industry experience, and other factors.

MRBs include certain contract features primarily on FIA contracts that provide minimum guarantees to policyholders, such as Guaranteed Minimum Death Benefit (“GMDBs”) and Guaranteed Minimum Withdrawal Benefits (“GMWBs”) and Guaranteed Minimum Accumulation Benefits (“GMAB”) riders.

In certain reinsurance transactions, the underlying risks ceded to a reinsurer contain MRBs.

MRBs, inclusive of reinsured MRBs, are measured at fair value using a risk neutral valuation method, which is based on current net amounts at risk, market data, internal and industry experience, and other factors.

The principal policyholder behavior assumptions used to calculate MRBs are established at issue of the contract and include mortality, contract full and partial surrenders, and utilization of the GMWB rider benefits.

The assumptions used reflect a combination of internal experience, industry experience and judgment.

We review overall policyholder behavior experience at least annually and update these assumptions when deemed necessary based on additional information that becomes available.

We review overall policyholder behavior experience at

least annually and update these assumptions when deemed necessary based on additional information that becomes available.

Changes in, or deviations from, the assumptions previously used can significantly affect our MRBs and related results of operations in a positive or negative direction.

See Note X Market Risk Benefits to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K.

See Note W Market Risk Benefits to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K.

Mortality refers to the incidence of death amongst policyholders on covered lives, which triggers contractual death benefit provisions.

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The outcome of these final determinations could have a material effect on our income tax provision, net income or cash flows in the period that determination is made.

For the year ended December 31, 2024, changes in market conditions, including changing interest rates, resulted in deferred tax assets related to the net unrealized capital losses in the Company’s investment portfolio.

For the year ended December 31, 2025, market conditions resulted in deferred tax assets related to the net unrealized capital losses in the Company’s investment portfolio.

GAAP requires the evaluation of the recoverability of deferred tax assets and the establishment of a valuation allowance, if necessary, to reduce the deferred tax asset to an amount that is more likely than not to be realized.

When assessing the need for valuation allowance on

the unrealized capital loss deferred tax assets, we assert a tax planning strategy to hold certain underlying securities to recovery or maturity.

When assessing the need for valuation allowance on the unrealized capital loss deferred tax assets, we assert a tax planning strategy to hold the vast majority of underlying securities to recovery or maturity.

Our ability to assert such a tax planning strategy is dependent upon factors such as the Company’s asset/liability matching process, overall investment strategy, projected future annuity product sales, and expected liquidity needs.

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This includes a further significant decline in value of assets incorporated into our tax planning strategies, which could lead to an increase of our valuation allowance on deferred tax assets having an adverse effect on current and future results.

Refer to Note T Income Taxes to our Consolidated Financial Statements in Item 8 of Part II of this Annual Report for details.

Refer to Note S Income Taxes to our Consolidated Financial Statements in Item 8 of Part II of this Annual Report for details.

Results of Operations

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Benefits and other changes in policy reserves 3,963 3,791 3,553

Market risk benefit (gains) losses (25) 95 (182)

Market risk benefit losses (gains) 167 (25) 95

Depreciation and amortization 844 739 593

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Total revenues increased by $764 million in 2025 as compared to 2024.

The increase was attributable to increases in direct title insurance premiums, agency title insurance premiums, escrow, title-related and other fees, interest and investment income and net recognized gains in 2024 as compared to net recognized losses in 2023.

Total revenues increased by $187 million in 2023 as compared to 2022, primarily attributable to increases in escrow title-related and other fees, increases in interest and investment income and decreases in net recognized losses, partially offset by decreases in both direct and agency title insurance premiums.

See Note L Revenue Recognition to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for a breakout of our consolidated revenues.

Total net earnings from continuing operations increased by $873 million in 2024 as compared to 2023, and decreased by $788 million in 2023 as compared to 2022.

The increase was attributable to increases in direct title insurance premiums, agency title insurance premiums, escrow, title-related and other fees, and interest and investment income, partially offset by net recognized losses in 2025 as compared to net recognized gains in 2024.

Total revenues increased by $1,929 million in 2024 as compared to 2023, primarily attributable to increases in direct title insurance premiums, agency title insurance premiums, escrow, title-related and other fees, interest and investment income and net recognized gains in 2024 as compared to net recognized losses in 2023.

See Note K Revenue Recognition to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for a breakout of our consolidated revenues.

Total net earnings from continuing operations decreased by $712 million in 2025 as compared to 2024, and increased by $873 million in 2024 as compared to 2023.

The change in revenue and net earnings from our reportable segments is discussed in further detail at the segment level below.

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Recognized gains and losses, net totaled $(60) million, $83 million and $(164) million for the years ended December 31, 2025, 2024, and 2023, respectively.

million, partially offset by recognized losses on sales of fixed maturity securities of $38 million and non-cash valuation losses on equity and preferred security holdings of $117 million.

Recognized gains and losses, net for the year ended December 31, 2025 are primarily attributable to losses on sales of equity securities of $159 million, partially offset by gains on sales of other assets of $63

million and non-cash valuation losses on equity and preferred security holdings of $9 million.

Recognized gains and losses, net for the year ended December 31, 2024 are primarily attributable to gains on sales of equity securities and other assets of $193 million and realized gains on derivatives of $50 million, partially offset by recognized losses on sales of fixed maturity securities of $38 million and non-cash valuation losses on equity and preferred security holdings of $117 million.

Recognized gains and losses, net for the year ended December 31, 2023 are primarily attributable to losses on sales of fixed maturity securities of $166 million, losses on sales of equity and preferred securities of $104 million and losses on sales of mortgages and other assets of $75 million, partially offset by non-cash valuation gains on equity and preferred security holdings and other invested assets of $181 million.

Recognized gains and losses, net for the year ended December 31, 2022 are primarily attributable to realized losses on derivatives of $515 million, losses on sales of fixed maturity securities of $282 million, losses on sales of mortgages and other assets of $80 million, losses on sales of equity and preferred securities of $31 million and non-cash valuation losses on equity and preferred security holdings of $584 million.

See Note E Investments to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for a breakout of our consolidated interest and investment income and realized gains and losses.

See Note D Investments to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for a breakout of our consolidated interest and investment income and realized gains and losses.

Our operating expenses consist primarily of Personnel costs;

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Income tax expense as a percentage of earnings before income taxes was 53.9%, 21.1% and 27.7% in the years ended December 31, 2025, 2024, and 2023 respectively.

The increase in income tax expense as a percentage of earnings before taxes in 2025 as compared to 2024 is primarily attributable to the recording of the deferred tax liability for the outside basis difference in FNF's investment in F&G, offset by releasing a portion of the valuation allowances in the 2025 period that were recorded in prior periods.

The decrease in income tax expense as a percentage of earnings before taxes in 2024 as compared to 2023 is primarily attributable to favorable movement in the valuation allowance in 2024 as compared to 2023.

The increase in income tax expense as a percentage of earnings before taxes in 2023 as compared to 2022 is primarily attributable to a non-recurring tax benefit in 2022 of realized capital losses carried back to 2017.

For the years ended December 31, 2025 and 2024, changes in market conditions, including varying interest rates, resulted in deferred tax assets related to the net unrealized capital losses in the Company’s investment portfolio.

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For further information related to income taxes, refer to Note T Income Taxes in our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report.

For further information related to income taxes, refer to Note S Income Taxes in our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report.

The following table presents the results of operations of our Title segment for the years indicated:

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Total revenues for the Title segment increased by $788 million, or 10%, in the year ended December 31, 2025, as compared to 2024.

Total revenues for the Title segment decreased by $2,068 million, or 23%, in the year ended December 31, 2023, as compared to 2022.

Total revenues for the Title segment increased by $664 million, or 9%, in the year ended December 31, 2024, as compared to 2023.

The increase in the year ended December 31, 2025, as compared to 2024 is primarily attributable to increases in both our direct and agency title insurance premiums, increases in escrow, title-related and other fees, and increases in interest and investment income, partially offset by an in increase in non-cash valuation losses on our equity and preferred investment holdings.

The increase in the year ended December 31, 2024, as compared to 2023 is primarily attributable to increases in both our direct and agency title insurance premiums, increases in escrow, title-related and other fees, increases in interest and investment income and a decrease in non-cash valuation losses on our equity and preferred investment holdings.

The decrease in the year ended December 31, 2023, as compared to 2022 is primarily attributable to decreases in both our direct and agency title insurance premiums and decreases in escrow, title-related and other fees, partially offset by an increase in interest and investment income and a decrease in non-cash valuation losses on our equity and preferred investment holdings.

The following table presents the percentages of title insurance premiums generated by our direct and agency operations:

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Title premiums increased by 13% in the year ended December 31, 2025 as compared to 2024.

The increase is primarily attributable to an increase in Title premiums from direct operations of $218 million, or 11%, and a increase in Title premiums from agency operations of $343 million, or 13%.

Title premiums decreased by 33% in the year ended December 31, 2023, as compared to 2022.

The decrease is primarily attributable to a decrease in Title premiums from direct operations of $876 million, or 31%, and a decrease in Title premiums from agency operations of $1,366 million, or 34%.

The increase is primarily attributable to an increase in Title premiums from direct operations of $374 million, or 17%, and an increase in Title premiums from agency operations of $297 million, or 10%.

Title premiums increased by 12% in the year ended December 31, 2024, as compared to 2023.

The increase is primarily attributable to an increase in Title premiums from direct operations of $218 million, or 11%, and an increase in Title premiums from agency operations of $343 million, or 13%.

The following table presents the percentages of opened and closed title insurance orders generated by purchase and refinance transactions by our direct operations:

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Title premiums from direct operations increased in the year ended December 31, 2025 as compared to 2024.

Title premiums from direct operations decreased in the year ended December 31, 2023 as compared to 2022.

The increase is attributable to increases in total closed order volume from both purchase and refinance transactions, and an increase in fee per file.

Title premiums from direct operations increased in the year ended December 31, 2024 as compared to 2023.

The increase is primarily attributable to increases in total closed order volume from purchase and refinance transactions, and an increase in fee per file.

The decreases in closed our volume are primarily attributable to closed orders from refinance transactions.

Title premiums from direct operations decreased in the year ended December 31, 2023 as compared to 2022.

The decrease is attributable to a decrease in total closed order volume, partially offset by an increase in fee-per-file.

The decrease in closed order volume is primarily attributable to closed orders from refinance transactions.

The residential refinance market has considerably lower fees per closed order than commercial or residential purchase transactions.

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Total closed order volumes from refinance transactions, which have a lower fee per file than purchase transactions, were 244,000 in the year ended December 31, 2025, compared to 183,000 in the year ended December 31, 2024, an overall increase of 25%.

Total closed order volumes were 837,000 in the year ended December 31, 2023, compared to 1,222,000 in the year ended December 31, 2022, an overall decrease of 32%.

Total closed order volumes from refinance transactions were 156,000 in the year ended December 31, 2023, compared to 369,000 in the year ended December 31, 2022, an overall decrease of 57%.

The decreases in both purchase and refinance transactions in 2024 and 2023 are primarily attributable to higher average mortgage interest rates in 2024 and 2023 as compared to 2022.

Total closed order volumes from refinance transactions were 183,000 in the year ended December 31, 2024, compared to 156,000 in the year ended December 31, 2023, an overall increase of 17%.

Total open ed title insurance order volume s increased i n the year ended December 31, 2025 as compared to 2024.

The increase was attributable to increases in both opened title orders from purchase transactions and refinance transactions.

Total opened title insurance order volumes decreased in the year ended December 31, 2023 as compared to 2022.

The decrease was attributable to decreases in both opened title orders from purchase transactions and refinance transactions.

The increase was attributable to increases in opened title orders from both purchase transactions and refinance transactions.

Total opened title insurance order volumes increased in the year ended December 31, 2024 as compared to 2023.

The increase was attributable to increases in opened title orders from both purchase transactions and refinance transactions.

The average fee per file in our direct operations was $3,948 in the year ended December 31, 2025, compared to $3,742 in the year ended December 31, 2024.

The average fee per file in our direct operations was $3,742 in the year ended December 31, 2024, compared to $3,617 in the year ended December 31, 2023.

The increase in average fee per file in 2024 and 2023 as

compared to 2022 reflects an increased proportion of purchase transactions relative to total closed orders and a stable commercial market.

The increase in average fee per file in 2025 and 2024 reflects home price appreciation and a stable commercial market, which more than offset the greater proportion of closed order from refinance transactions in both 2025 and 2024.

The fee per file tends to change as the mix of refinance and purchase transactions changes, because purchase transactions involve the issuance of both a lender’s policy and an owner’s policy, resulting in higher fees, whereas refinance transactions only require a lender’s policy, resulting in lower fees.

Title premiums from agency operations increased $343 million, or 13%, in the year ended December 31, 2024 as compared to 2023, and decreased $1,366 million, or 34%, in the year ended December 31, 2023 as compared to 2022.

The current trends in the agency business reflect a softening residential purchase environment in many markets throughout the country and a dramatic decline in residential refinance transactions, consistent with trends in the direct business.

Escrow, title-related and other fees increased by $79 million, or 4%, in the year ended December 31, 2024 as compared to 2023, and decreased by $385 million, or 15%, in the year ended December 31, 2023 as compared to 2022.

Escrow fees, which are more closely related to our direct operations, in creased by $58 million, or 8%, in the year ended December 31, 2024, as compared to 2023, and decreased $214 million, or 22%, in the year ended December 31, 2023, as compared to 2022.

The increase in the year ended December 31, 2024 as compared to 2023 were relatively consistent with the increase in direct premiums .

The decrease in the year ended December 31, 2023 as compared 2022 was primarily due to the decreases in closed order volume including declines in residential refinance volume.

Other fees in the Title segment, excluding escrow fees, increased by $21 million, or 2%, in the year ended December 31, 2024, as compared to 2023, and decreased $172 million, or 11%, in the year ended December 31, 2023, as compared to 2022.

The increase in Other fees in the year ended December 31, 2024 as compared to 2023 was attributable to various immaterial items.

The decrease in Other fees in the year ended December 31, 2023 as compared to 2022 was primarily driven by decreases in revenues related to our ServiceLink and home warranty businesses and various other immaterial items.

Title premiums from agency operations increased $297 million, or 10%, in the year ended December 31, 2025 as compared to 2024, and increased $343 million, or 13%, in the year ended December 31, 2024 as compared to 2023.

The current trends in the agency business reflect a challenging residential purchase and refinance environment in many markets throughout the country, consistent with trends in the direct business.

Escrow, title-related and other fees increased by $185 million, or 8%, in the year ended December 31, 2025 as compared to 2024, and increased by $79 million, or 4%, in the year ended December 31, 2024 as compared to 2023.

Escrow fees, which are more closely related to our direct operations, in creased by $91 million, or 11%, in the year ended December 31, 2025, as compared to 2024, and increased $58 million, or 8%, in the year ended December 31, 2024, as compared to 2023.

The increases in 2025 and 2024 were relatively consistent with the increase in direct premiums .

Other fees in the Title segment, excluding escrow fees, increased by $94 million, or 7%, in the year ended December 31, 2025, as compared to 2024, and increased $21 million, or 2%, in the year ended December 31, 2024, as compared to 2023.

The increases in Other fees in 2025 and 2024 were attributable to various immaterial items.

The change in both escrow fees and other fees is directionally consistent with the change in title premiums from direct operations in 2025 and 2024.

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Interest and investment income increased $4 million, or 1%, in the year ended December 31, 2025 as compared to 2024, and increased $21 million, or 6%, in the year ended December 31, 2024 as compared to 2023.

The increase in the year ended December 31, 2024 as compared to 2023 was attributable to various immaterial items.

The increase in the year ended December 31, 2023 as compared to 2022 was primarily attributable to increased income from our tax-deferred property exchange business and higher yields on fixed maturity securities and short-term investments.

The increases in 2025 and 2024 were attributable to various immaterial items.

Recognized net losses were $78 million, $6 million, and $9 million in the years ended December 31, 2025, 2024, and 2023, respectively.

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Personnel costs include base salaries, commissions, benefits, stock-based compensation and bonuses paid to employees, and are one of our most significant operating expenses.

Personnel costs increased $151 million, or 6%, in the year ended December 31, 2024 as compared to 2023, and decreased $443 million, or 15% in the year ended December 31, 2023 as compared to 2022.

The increase in the year ended December 31, 2024 as compared to 2023 is primarily attributable to inflationary salary increases and increased variable costs from a modest increase in revenue and earnings.

The decrease in the year ended December 31, 2023 as compared to 2022 is primarily attributable to the decrease in average headcount in 2023 associated with the decline in closed order volume and decreases in bonuses and commissions associated with the declines in revenue and profitability.

Personnel costs increased $288 million, or 11%, in the year ended December 31, 2025 as compared to 2024, and increased $151 million, or 6% in the year ended December 31, 2024 as compared to 2023.

The increase in the year ended December 31, 2025 as compared to 2024 is primarily attributable to increased headcount, elevated health claims and increased variable costs from modest increases in revenue and earnings.

The increase in the year ended December 31, 2024 as compared to 2023 is primarily attributable to inflationary salary increases and increased variable costs from modest increases in revenue and earnings.

Personnel costs as a percentage of total revenues from direct title premiums and escrow, title-related and other fees were 60%, 61% and 62% for the years ended December 31, 2025, 2024 and 2023, respectively.

Average employee count in the Title segment was 22,248, 21,206, and 21,398 in the years ended December 31, 2025, 2024, and 2023, respectively.

Other operating expenses increased by $9 million, or 1%, in the year ended December 31, 2024 as compared to 2023, and decreased $273 million, or 18%, in the year ended December 31, 2023 as compared to 2022.

Other operating expenses increased by $102 million, or 8%, in the year ended December 31, 2025 as compared to 2024, and increased $9 million, or 1%, in the year ended December 31, 2024 as compared to 2023.

Other operating expenses as a percentage of total revenue excluding agency premiums, interest and investment income and recognized gains and losses were 27%, 28%, and 30% in the years ended December 31, 2025, 2024, and 2023, respectively.

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MRBs (inclusive of reinsured MRBs) are measured at fair value using a risk neutral valuation method, which is based on current net amounts at risk, market data, internal and industry experience, and other factors.

The change in fair value of MRBs generally reflects impacts from actual policyholder behavior (including surrenders of the benefit), changes in interest rates, and changes in equity market returns.

change in fair value of MRBs generally reflects impacts from actual policyholder behavior (including surrenders of the benefit), changes in interest rates, and changes in equity market returns.

Generally higher interest rates and equity returns result in gains whereas lower interest rates and equity returns result in losses.

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Benefits and other changes in policy reserves 3,963 3,791 3,553

Market risk benefit (gains) losses (25) 95 (182)

Market risk benefit losses (gains) 167 (25) 95

Depreciation and amortization 665 569 412

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Policyholder fees and other income 404 340 303

Life insurance premiums and other fees $ 2,860 $ 2,413 $ 1,704

• Life-contingent pension risk transfer premiums increased for the years ended December 31, 2024 and 2023, reflecting the timing of PRT transactions.

As noted above, PRT premiums are subject to fluctuation period to period.

• Surrender charges increased for the years ended December 31, 2024 and 2023, primarily reflecting increases in withdrawals from policyholders with surrender charges and market value adjustments (“MVAs”), primarily on our indexed annuities policies.

The increase in termination activity is primarily due to the higher interest rate environment.

Life insurance premiums and other fees (a) $ 2,795 $ 2,860 $ 2,413

(a) Reported net of ceded premiums of $85 million, $94 million, and $105 million and ceded product fees of $60 million, $47 million, and $49 million for the years ended December 31, 2025, 2024, and 2023, respectively

• Life-contingent pension risk transfer premiums were modestly lower during the year ended December 31, 2025 compared to the year ended December 31, 2024, and higher for the year ended December 31, 2024 compared to the year ended December 31, 2023, reflecting the timing of PRT transactions.

PRT premiums are subject to fluctuation period to period.

• Surrender charges were modestly lower for the year ended December 31, 2025 compared to the year ended December 31, 2024, and higher for the year ended December 31, 2024 compared to the year ended December 31, 2023.

These charges primarily reflect withdrawals from policyholders with surrender charges and market value adjustments (“MVAs”), primarily on our indexed annuities policies, and are subject to changes in the interest rate environment.

See “ Item 1.

Business – The Products We Offer – Withdrawal Option for Deferred Annuities,” in this Annual Report on Form 10-K for additional discussion on surrender charges and MVAs.

• Policyholder fees and other income increased for the years ended December 31, 2024 and 2023, primarily due to increased cost of insurance charges, net of changes in unearned revenue liabilities (“URL”) on IUL policies from growth in business and higher guaranteed minimum withdrawal benefit (“GMWB”) rider fees.

• Policyholder fees and other income increased for the years ended December 31, 2025 and 2024, primarily reflecting higher guaranteed minimum withdrawal benefit (“GMWB”) rider fees and increased cost of insurance charges, net of changes in unearned revenue liabilities (“URL”) on IUL policies from growth in business.

GMWB rider fees are based on the policyholder's benefit base and are collected at the end of the policy year.

The increase for the year ended December 31, 2025 also includes a reinsurance true-up adjustment.

Interest and investment income

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(In millions)

Net realized and unrealized gains (losses) on fixed maturity available-for-sale securities, equity securities and other invested assets $ 76 $ (111) $ (461)

Net realized and unrealized (losses) gains on fixed maturity available-for-sale securities, equity securities and other invested assets $ (45) $ 76 $ (111)

Change in allowance for expected credit losses (56) (34) (37)

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Recognized gains and losses, net is shown net of amounts attributable to certain funds withheld reinsurance agreements which is passed along to the reinsurer in accordance with the terms of these agreements.

Recognized gains and (losses) attributable to these agreements, and thus excluded from the totals in the table above, was $(30) million, $(123) million and $381 million for the years ended December 31, 2024, 2023 and 2022, respectively.

• For the year ended December 31, 2024, net realized and unrealized gains (losses) on fixed maturity available-for-sale securities, equity securities and other invested assets is primarily the result of unrealized fair value option gains on owned distribution investments and mark-to-market gains on our preferred and equity securities.

Recognized losses attributable to these agreements, and thus excluded from the totals in the table above, was $154 million, $30 million and $123 million for the years ended December 31, 2025, 2024, and 2023, respectively.

• For the year ended December 31, 2025, net realized and unrealized (losses) gains on fixed maturity available-for-sale securities, equity securities and other invested assets is primarily the result of mark-to-market losses on our equity securities and net realized losses on fixed maturity available-for-sale securities.

gains on our unconsolidated owned distribution investments and mark-to-market gains on our preferred and equity securities.

• For the year ended December 31, 2023, net realized and unrealized gains (losses) on fixed maturity available-for-sale securities, equity securities, and other invested assets is primarily the result of realized losses on fixed maturity available-for-sale securities, partially offset by mark-to-market gains on our equity securities and realized gains on other invested assets.

• For the year ended December 31, 2022, net realized and unrealized gains (losses) on fixed maturity available-for-sale securities, equity securities and other invested assets is primarily the result of realized losses on fixed maturity available-for-sale securities and mark-to-market losses on our equity securities.

• The change in allowance for expected credit losses primarily relates to available for sale securities.

• For all periods, net realized and unrealized gains (losses) on certain derivative instruments primarily relate to the net realized and unrealized gains (losses) on equity options and futures used to hedge indexed annuity and IUL products, including gains on option and futures expiration and changes in the fair value of interest rate swaps.

See the table below for primary drivers of gains (losses) on certain derivatives.

• The fair value of reinsurance related embedded derivative is based on the change in fair value of the underlying assets held in the funds withheld (“FWH”) portfolio.

• The fair value of the reinsurance-related embedded derivatives in our funds withheld (“FWH”) reinsurance agreements are estimated based upon the change in fair value (for total return swaps), or the fair value (for the index credit obligation due the reinsurer), of the assets supporting the funds withheld from reinsurance liabilities.

We utilize a combination of static (equity options) and dynamic (long futures contracts) instruments in our product hedging strategy.

Equity options and futures contracts are generally based upon the performance of various equity indices, such as the S&P 500 Index, as well as other bond and gold market indices.

We utilize interest rate swaps to reduce market risks from interest rate changes on our earnings associated with our floating rate investments.

We utilize interest rate swaps to reduce market risks from interest rate changes on our earnings associated with our floating rate investments and we utilize foreign currency swaps to reduce market risks from fluctuations in foreign exchange rates that impact earnings associated with our foreign currency denominated investments.

The components of the realized and unrealized gains (losses) on certain derivative instruments hedging our indexed annuities, universal life products and floating rate investments are summarized in the table below for the years ended December 31, 2025, 2024, and 2023:

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2025 2024 2023

(In millions)

(Dollars In millions)

Equity options:

Realized gains (losses) $ 220 $ (216) $ (170)

Change in unrealized (losses) gains (75) 308 (692)

Realized (losses) gains $ (77) $ 220 $ (216)

Change in unrealized gains (losses) 254 (75) 308

Futures contracts:

Gains (losses) on futures contracts expiration 24 7 (6)

Change in unrealized (losses) gains (6) 2 (1)

Interest rate swap (losses) gains (103) 48 —

Gains on futures contracts expiration 26 24 7

Change in unrealized gains (losses) 6 (6) 2

Foreign currency swaps losses (9) — —

Interest rate swaps gains (losses) 59 (103) 48

Other derivative investments:

Gains (losses) on other derivative investments 10 (2) 12

(Losses) gains on other derivative investments (9) 10 (2)

Total net change in fair value $ 250 $ 70 $ 147

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• The changes in unrealized gains (losses) due to the net changes in fair value of equity options and futures contracts are driven by the underlying performance of the indices, such as the S&P 500 Index, upon which the equity options and futures contracts are based during each respective period relative to the respective indices on the policyholder buy dates.

• The net change in fair value of the interest rate swaps was primarily driven by fluctuations in the interest rate index underlying the swap contracts.

• The net change in fair value of the foreign currency and interest rate swaps were primarily driven by fluctuations in the foreign currency exchange rate and interest rate indexes underlying the swap contracts.

The average index credits to policyholders are as follows:

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Other changes in policy reserves (34) 6 118

Total benefits and other changes in policy reserves $ 3,791 $ 3,553 $ 1,126

• PRT agreements increased for the years ended December 31, 2024, and 2023, reflecting the timing of PRT transactions.

Benefits and other changes in policy reserves (a) $ 3,963 $ 3,791 $ 3,553

a) Reported net of ceded benefits and other changes in policy reserves of $234 million, $196 million, and $175 million for the years ended December 31, 2025, 2024, and 2023, respectively.

• PRT agreements, primarily representing the change in reserves associated with PRT premiums during the periods, were modestly lower during the year ended December 31, 2025 compared to the year ended December 31, 2024, and increased for the year ended December 31, 2024 compared to the year ended December 31, 2023 reflecting the timing of PRT transactions.

PRT transactions are subject to fluctuation period to period.

• The indexed annuities/IUL market related liability movements for all periods presented are mainly driven by changes in the equity markets, non-performance spreads, and risk-free rates during the respective periods.

The change in risk free rates and non-performance spreads (decreased) increased the indexed annuities market related liability by approximately $(203) million, $106 million and $(656) million during the years ended December 31, 2024, 2023 and 2022, respectively.

The change in risk free rates and non-performance spreads increased (decreased) the indexed annuities market related liability by approximately $138 million, $(203) million, and $106 million during the years ended December 31, 2025, 2024, and 2023, respectively.

The remaining changes in market value of the market related liability movements for all periods were primarily driven by equity market impacts.

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• Annually, typically in the third quarter, we review assumptions associated with reserves for policy benefits and product guarantees.

• During the third quarter of 2024 and for the year ended December 31, 2024, based on policyholder behavior, experience and interest rate movements, we reflected updates to surrender assumptions for recent and expected near term policyholder behavior, as well as updated certain FIA assumptions used to calculate the fair value of the embedded derivative component within contractholder funds.

These changes resulted in decreases in total benefits and other changes in policy reserves of approximately $89 million for the year ended December 31, 2024.

• During the third quarter and for the year ended December 31, 2023, based on increases in interest rates and pricing changes, we updated certain indexed annuities assumptions used to calculate the fair value of the embedded derivative component within contractholder funds and also aligned reserves to actual policyholder behavior.

These changes, taken together, resulted in an increase in total benefits and other changes in policy reserves of approximately $73 million.

• During the fourth quarter of 2022, based on increases in interest rates and pricing changes during 2022, we updated certain indexed annuities assumptions used to calculate the fair value of the embedded derivative component within contractholder funds and the fair value of market risk benefits.

These changes, taken together, resulted in an increase in contractholder funds and market risk benefits of approximately $99 million.

• For the year ended December 31, 2025, based on policyholder behavior, experience and interest rate movements, we reflected updates to surrender assumptions for recent and expected near term policyholder behavior, as well as updated certain indexed annuities assumptions used to calculate the fair value of the embedded derivative component within Contractholder funds.

These changes resulted in a decrease in total benefits and other changes in policy reserves of approximately $20 million for the year ended December 31, 2025.

• For the year ended December 31, 2024, based on policyholder behavior, experience and interest rate movements, we reflected updates to surrender assumptions for recent and expected near term policyholder behavior, as well as updated certain indexed annuities assumptions used to calculate the fair value of the embedded derivative component within Contractholder funds.

These changes resulted in a decrease in total benefits and other changes in policy reserves of approximately $89 million.

• For the year ended December 31, 2023, based on increases in interest rates and pricing changes, we updated certain indexed annuities assumptions used to calculate the fair value of the embedded derivative component within Contractholder funds and also aligned reserves to actual policyholder behavior.

These changes resulted in a increase in total benefits and other changes in policy reserves of approximately $73 million.

• Index credits, interest credited and bonuses were higher for the years ended December 31, 2025 and 2024, primarily reflecting higher index credits and interest credited on indexed annuities and other policies as a result of market movement during the respective periods and higher interest credited associated with the growth in PRT agreements.

Market risk benefit (gains) losses

Below is a summary of market risk benefit (gains) losses

Market risk benefit losses (gains)

Below is a summary of market risk benefit losses (gains)

Year Ended December 31,

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(In millions)

Market risk benefit (gains) losses $ (25) $ 95 $ (182)

• Market risk benefit (gains) losses is primarily driven by issuances, attributed fees collected, effects of market related movements (including changes in equity markets and risk-free rates), actual policyholder behavior as compared with expected, changes in assumptions during the periods.

Market risk benefit (gains) losses are reported net of reinsurance, reflecting an amended reinsurance agreement effective during the year ended December 31, 2024.

• Changes in market risk benefit (gains) losses for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily reflect more favorable market related movements and favorable actual policyholder behavior as compared to expected.

▪ Changes in market risk benefit (gains) losses for the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily reflect less favorable market related movements, a favorable GMWB utilization assumption change in 2022 (that did not recur in 2023) and higher attributed fees.

These changes were partially offset by actual policyholder behavior for the year ended December 31, 2023 being more in line with expected, as compared to the year ended December 31, 2022, resulting in a favorable change to the market risk benefit (gains) losses.

Market risk benefit losses (gains) $ 167 $ (25) $ 95

• Market risk benefit losses (gains) is primarily driven by issuances, attributed fees collected, effects of market related movements (including changes in equity markets and risk-free rates), actual policyholder behavior as compared with expected, changes in assumptions during the periods.

Market risk benefit (gains) losses are reported net of reinsurance, reflecting an amended reinsurance agreement effective July 1, 2024.

• Changes in market risk benefit losses (gains) for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily reflect unfavorable market related movements and unfavorable actual policyholder behavior as compared to expected.

▪ Changes in market risk benefit losses (gains) for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily reflect more favorable market related movements and favorable actual policyholder behavior as compared to expected.

Depreciation and amortization

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Amortization of other intangible assets and fixed asset depreciation 89 74 30

Total depreciation and amortization $ 569 $ 412 $ 324

Depreciation and amortization $ 665 $ 569 $ 412

• DAC, VOBA and DSI are amortized on a constant level basis for the grouped contracts over the expected term of the related contracts to approximate straight-line amortization.

Amortization of DAC, VOBA and DSI increased for the years ended December 31, 2024 and 2023, primarily reflecting increased DAC and DSI associated with the growth of the business.

Depreciation and amortization increased for the years ended December 31, 2025 and 2024, primarily reflecting increased DAC and DSI associated with the growth of the business.

In addition, as a result of our annual actuarial assumption update process, amortization rates on some DAC and DSI balances increased primarily for indexed annuities.

Amortization of VOBA also increased approximately $15 million for the year ended December 31, 2024, reflecting other actuarial model updates and refinements.

• Amortization of other intangible assets and fixed asset depreciation for the year ended December 31, 2024 included amortization of other intangible assets from our majority owned interests in Roar Joint Venture, LLC ("Roar") and PALH, LLC ("PALH").

• Amortization of other intangible assets and fixed asset depreciation for the year ended December 31, 2025 and 2024 included amortization of other intangible assets from our majority owned interests in Roar and PALH that were acquired in 2024.

Personnel costs and other operating expenses

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Total personnel costs and other operating expenses $ 449 $ 499 $ 378

• Personnel costs and other operating expenses increased for the years ended December 31, 2024 and 2023, reflecting costs in line with the growth in sales and assets along with continued investments in our operating platform.

In addition, the year ended December 31, 2024 includes $39 million from our majority owned interests in Roar and

PALH, $26 million related to the change in fair value of contingent consideration and $19 million of guaranty fund assessments.

• Personnel costs and other operating expenses decreased during the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily reflecting costs in line with sales volumes and growth in assets, disciplined expense management, including one-time management actions taken in the second quarter of 2025, along with continued investments in our operating platform.

• Personnel costs and other operating expenses increased for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily reflecting costs in line with sales volumes and growth in assets, along with continued investments in our operating platform.

The increase for the year ended December 31, 2024 also included $39 million from our majority owned interests in Roar and PALH, $26 million related to the change in fair value of contingent consideration, and $19 million of guaranty fund assessments.

Investment Portfolio

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(ii) provide reliable yield and investment income;

(iii) preserve capital and (iv) provide liquidity to meet policyholder and other corporate obligations.

(iii) preserve capital;

and (iv) provide liquidity to meet policyholder and other corporate obligations.

Our investment portfolio is designed to contribute stable earnings, excluding short-term mark-to-market effects, and balance risk across diverse asset classes and is primarily invested in high quality fixed income securities.

Our investments include assets backing reserves as part of coinsurance with funds withheld agreements.

The funds withheld invested assets are reported within their respective line items.

As of December 31, 2025, and 2024, the fair value of our investment portfolio was approximately $69 billion and $60 billion, respectively, and was divided among the following asset classes and sectors:

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Non-agency residential mortgage-backed securities 2,649 4 2,693 5

Commercial mortgage-backed securities 5,131 9 % 4,410 9 %

Asset-backed securities 10,270 17 % 8,929 17 %

Collateral loan obligations

Commercial mortgage-backed securities (a) 5,155 8 5,131 9

Asset-backed securities ("ABS") (a) 7,842 11 10,270 17

Collateral loan obligations and loan backed-private obligations ("CLO") (a)

10,890 16 5,379 9

Total fixed maturity available for sale securities 52,700 77 46,317 77

Equity securities (a) 415 1 % 606 1 %

Equity securities (b) 341 1 415 1

Limited partnerships:

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Total investments $ 69,000 100 % $ 59,503 100 %

(a) Includes investment grade non-redeemable preferred stocks ($222 million and $428 million at December 31, 2024, and 2023, respectively).

(a) Balances at December 31, 2025 reflect classifications consistent with NAIC Principles Based Bond Definition Project effective January 1, 2025.

(b) Includes investment grade non-redeemable preferred stocks ($197 million and $222 million at December 31, 2025 and 2024, respectively).

Insurance statutes regulate the type of investments that our life insurance subsidiaries are permitted to make and limit the amount of funds that may be used for any one type of investment.

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For such assets issued prior to January 1, 2013, an insurer’s amortized cost basis in applicable assets can impact the assigned rating.

In the tables below, we present the rating of structured securities based on ratings from the NAIC rating methodologies described above (which in some cases do not correspond to rating agency designations).

In the tables below, we present the rating of structured securities based on ratings from the NAIC rating

methodologies described above (which in some cases do not correspond to rating agency designations).

All NAIC designations (e.g., NAIC 1-6) are based on the NAIC methodologies.

13 unchanged sentences

Top 10 Concentrations Fair Value (In millions) Percent of Total Fair Value

ABS other $ 10,270 22 %

CLO securities 5,379 11 %

CLO (a) $ 10,890 21 %

ABS (a) 7,842 15

Commercial mortgage-backed securities 5,155 10

3 unchanged sentences

Insurance 1,902 4

Municipal 1,363 3 %

Electric 1,413 3

Pharmaceuticals 738 1 %

Municipal 1,355 2

Pipelines 945 2

Total $ 38,539 74 %

(a) Balances at December 31, 2025, reflect classifications consistent with the NAIC Principles Bond Definition Project effective January 1, 2025.

December 31, 2024

Top 10 Concentrations Fair Value (In millions) Percent of Total Fair Value

ABS other $ 8,929 22 %

CLO securities 5,405 13 %

ABS $ 10,270 22 %

Commercial mortgage-backed securities 5,131 11

Diversified financial services 4,271 9

Banking 2,048 5 %

Whole loan collateralized mortgage obligation 2,635 6

Municipal 1,600 4 %

Banking 1,988 4

Insurance 1,761 4

Municipal 1,363 3

Electric 1,229 3

Telecommunications 696 2 %

Pharmaceuticals 738 1

Total $ 34,765 74 %

The amortized cost and fair value of fixed maturity AFS securities by contractual maturities as of December 31, 2024 and 2023, are shown below.

The amortized cost and fair value of fixed maturity AFS securities by contractual maturities as of December 31, 2025 are shown below.

Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations.

December 31, 2024 December 31, 2023

Amortized Cost Fair Value Amortized Cost Fair Value

December 31, 2025

Amortized Cost Fair Value

(In millions)

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Our CLO exposures are generally senior tranches of CLOs which have leveraged loans as their underlying collateral.

As of December 31, 2024, the CLO and ABS positions were trading at a net unrealized gain position of $92 million and a net unrealized loss of $207 million, respectively.

As of December 31, 2023, the CLO and ABS positions were trading at a net unrealized gain position of $65 million and a net unrealized loss position of $344 million, respectively.

The following table summarizes the credit quality by NRSRO rating, or NAIC designation equivalent, of our AFS ABS portfolio (dollars in millions) at December 31, 2024, and 2023.

As of December 31, 2025, the CLO and ABS positions were trading at a net unrealized gain of $42 million and a net unrealized loss of $133 million, respectively.

As of December 31, 2024, the CLO and ABS positions were trading at a net unrealized gain of $92 million and a net unrealized loss of $207 million, respectively.

The following table summarizes the credit quality by NRSRO rating, or NAIC designation equivalent, of our AFS ABS portfolio at December 31, 2025, and 2024.

Balances at December 31, 2025 reflect classifications consistent with the NAIC Principles Based Bond Definition Project effective January 1, 2025.

December 31, 2025 December 31, 2024

Fair Value Percent Fair Value Percent

(Dollars in millions)

NRSRO Rating NAIC Designation

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Total $ 7,842 100% $ 10,270 100%

The following table summarizes the credit quality by NRSRO rating, or NAIC designation equivalent, of our AFS CLO portfolio (dollars in millions) at December 31, 2024, and 2023.

The following table summarizes the credit quality by NRSRO rating, or NAIC designation equivalent, of our AFS CLO portfolio at December 31, 2025, and 2024.

Balances at December 31, 2025 reflect classifications consistent with the NAIC Principles Based Bond Definition Project effective January 1, 2025.

December 31, 2025 December 31, 2024

Fair Value Percent Fair Value Percent

(Dollars in millions)

NRSRO Rating NAIC Designation

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Municipal Bond Exposure

The following table summarizes our municipal bond exposure as of December 31, 2024 and 2023 (dollars in millions).

The following table summarizes our municipal bond exposure as of December 31, 2025 and 2024.

December 31, 2025 December 31, 2024

Amortized Cost Fair Value Amortized Cost Fair Value

(In millions)

General obligation bonds $ 221 $ 186 $ 247 $ 205

2 unchanged sentences

Total $ 1,562 $ 1,355 $ 1,592 $ 1,346

Across all municipal bonds, the largest issuer represented 5% of the category and less than 1% of the total portfolio for both December 31, 2024, and 2023, and is rated NAIC 1 as of December 31, 2024.

Across all municipal bonds, the largest issuer represented 4% and 5% respectively, of the category and less than 1% of the total portfolio for both December 31, 2025 and 2024, and is rated NAIC 1 as of December 31, 2025.

Our focus within municipal bonds is on NAIC 1 rated instruments, with 98% and 97% of our municipal bond exposure rated NAIC 1 as of December 31, 2025 and 2024, respectively.

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Commercial Mortgage Loans

We diversify our CMLs portfolio by geographic region and property type to attempt to reduce concentration risk.

We diversify our commercial mortgage loans (“CMLs”) portfolio by geographic region and property type to attempt to reduce concentration risk.

We continuously evaluate CMLs based on relevant current information to ensure properties are performing at a level to secure the related debt.

Loan-to-value (“LTV”) and debt-service coverage (“DSC”) ratios are utilized to assess the risk and quality of CMLs.

As of December 31, 2024, and 2023, our mortgage loans on real estate portfolio had a weighted average DSC ratio of 2.3 times, and a weighted average LTV ratio of 57% and 55%, respectively.

As of December 31, 2025 and 2024, our mortgage loans on real estate portfolio had a weighted average DSC ratio of 2.3 times and a weighted average LTV ratio of 57% for both periods.

We consider a CML delinquent when a loan payment is greater than 30 days past due.

For mortgage loans that are determined to require foreclosure, the carrying value is reduced to the fair value of the underlying collateral, net of estimated costs to obtain and sell at the point of foreclosure.

As of December 31, 2024, we had one CML that was delinquent in principal or interest payments compared to none as of December 31, 2023.

As of December 31, 2024 and 2023, we had no CMLs in the process of foreclosure.

See Note E Investments to the Consolidated Financial Statements included in this report for additional information on our CMLs, including our distribution by property type, geographic region, LTV and DSC ratios.

As of December 31, 2025 and 2024, we had one CML that was delinquent in principal or interest payments.

We had no CMLs in the process of foreclosure as of December 31, 2025 and 2024.

See Note D Investments to the Consolidated Financial Statements included in this report for additional information on our CMLs, including our distribution by property type, geographic region, LTV and DSC ratios.

Residential Mortgage Loans

Our residential mortgage loans are closed end, amortizing loans and 100% of the properties are in the United States.

Our residential mortgage loans ("RMLs") are primarily closed end, amortizing loans and 100% of the properties are in the United States.

We diversify our RML portfolio by state to attempt to reduce concentration risk.

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If a loan becomes over 90 days delinquent, it is our general policy to initiate foreclosure proceedings unless a workout arrangement to bring the loan current can be put in place.

See Note E Investments to the Consolidated Financial Statements included in this Annual Report for additional information on our RMLs.

See Note D Investments to the Consolidated Financial Statements included in this Annual Report for additional information on our RMLs.

Unrealized Losses

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Fixed maturity securities, available for sale:

(In millions)

(Dollars In millions)

United States Government full faith and credit 23 $ 346 $ — $ (2) $ 344

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Fixed maturity securities, available for sale:

(In millions)

(Dollars In millions)

United States Government full faith and credit 29 $ 106 $ — $ (3) $ 103

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The gross unrealized loss position on the fixed maturity available-for-sale fixed and equity portfolio was $3,180 million and $3,837 million as of December 31, 2025 and 2024, respectively.

Most components of the portfolio exhibited price depreciation caused by higher treasury rates as opposed to issuer specific credit concerns.

During 2025, most components of the portfolio exhibited price appreciation caused by lower treasury rates.

The total amortized cost of all securities in an unrealized loss position was $28,037 million and $29,405 million as of December 31, 2025 and 2024, respectively.

The average market value/book value of the investment category with the largest unrealized loss position was 81% for services, media and other as of December 31, 2024.

In the aggregate, services, media and other represented 23% of the total unrealized loss position as of December 31, 2024.

The average market value/book value of the investment category with the largest unrealized loss position was 88% for finance, insurance and real estate as of December 31, 2023.

In aggregate, finance, insurance and real estate represented 19% of the total unrealized loss position as of December 31, 2023.

The average market value/book value of the investment category with the largest unrealized loss position was 81% for services, media and other as of December 31, 2025 and 2024, respectively.

In the aggregate, services, media and other represented 26% and 23% of the total unrealized loss position as of December 31, 2025 and 2024, respectively.

The amortized cost and fair value of fixed maturity available for sale securities under watch list analysis and the number of months in a loss position with investment grade securities (NRSRO rating of BBB/Baa or higher) as of December 31, 2025 and 2024, were as follows:

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Investment grade:

(In millions)

(Dollars in millions)

Less than six months — $ — $ — $ — $ —

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Investment grade:

(In millions)

(Dollars in millions)

Less than six months 8 $ 54 $ 52 $ — $ (2)

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Detailed analysis is performed for each security on the watch list to further assess the presence of credit impairment loss indicators and, where present, calculate an allowance for expected credit loss or direct write-down of a security’s amortized cost.

As of December 31, 2024, our watch list included 120 securities in an unrealized loss position with an amortized cost of $1,579 million, no allowance for expected credit losses, unrealized losses of $517 million and a fair value of $1,062 million.

As of December 31, 2023, our watch list included 52 securities in an unrealized loss position with an amortized cost of $722 million, no allowance for expected credit losses, unrealized losses of $205 million and a fair value of $517 million.

The watch list excludes structured securities as we have separate processes to evaluate the credit quality on the structured securities.

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Our analysis of these structured securities, which included cash flow testing, resulted in allowances for expected credit losses of $86 million and $62 million as of December 31, 2025 and 2024, respectively.

Refer to Note D Investments to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further information on the allowance for expected credit loss.

Exposure to Sovereign Debt and Certain Other Exposures

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Interest and Investment Income

For discussion regarding our net investment income and net investment gains (losses) refer to Note E Investments to the Consolidated Financial Statements included in Item 8 of Part II of this Annual Report.

For discussion regarding our interest and investment income and investment gains (losses), net, refer to Note D Investments to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

AFS Securities

For additional information regarding our AFS securities, including the amortized cost, gross unrealized gains (losses), and fair value as well as the amortized cost and fair value of fixed maturity AFS securities by contractual maturities, as of December 31, 2024 and 2023, refer to Note E Investments to the Consolidated Financial Statements included in Item 8 of Part II of this Annual Report.

For additional information regarding our AFS securities, including the amortized cost, gross unrealized gains (losses), and fair value as well as the amortized cost and fair value of fixed maturity AFS securities by contractual maturities, as of December 31, 2025 and 2024, refer to Note D Investments to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

Concentrations of Financial Instruments

For detail regarding our concentration of financial instruments refer to Item 7A.

of Part II of this Annual Report.

For certain information regarding our concentrations of financial instruments, refer to Note D Investments to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

We are exposed to credit loss in the event of non-performance by our counterparties on derivative instruments.

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We reduce the negative interest cost associated with cash collateral posted from counterparties under various ISDA agreements by reinvesting derivative cash collateral.

This program permits collateral cash received to be invested in short term Treasury securities, bank deposits and commercial paper rated A1/P1, which are included in Cash and cash equivalents in the accompanying Consolidated Balance Sheets.

See Note F Derivative Financial Instruments to the Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for additional information regarding our derivatives and our exposure to credit loss on derivatives.

See Note E Derivative Financial Instruments to the Consolidated Financial Statements included in Part II - Item 8 of this Annual Report on Form 10-K for additional information regarding our derivatives and our exposure to credit loss on derivatives.

Corporate and Other

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The revenue in the Corporate and Other segment for all years represents revenue generated by our non-title real estate technology and brokerage subsidiaries as well as mark-to-market valuation changes on certain corporate deferred compensation plans.

Total revenues in the Corporate and Other segment increased $64 million, or 23% in the year ended December 31, 2024, as compared to 2023, and increased $169 million, or 154%, in the year ended December 31, 2023, as compared to 2022.

Total revenues in the Corporate and Other segment decreased $2 million, or 1% in the year ended December 31, 2025, as compared to 2024, and increased $64 million, or 23%, in the year ended December 31, 2024, as compared to 2023.

The decrease in the year ended December 31, 2025, as compared to 2024 is attributable to various immaterial items.

The increase in the year ended December 31, 2024, as compared to 2023 is primarily attributable to a $43 million increase in dividends received from F&G and a $33 million impairment of cost method investments in 2023, partially offset by a $12 million decrease in interest and investment income related to short-term investments and various other immaterial items.

The increase in the year ended December 31, 2023, as compared to 2022 is primarily attributable to a $71 million increase in valuations associated with our deferred compensation plan assets, which increased both revenue and personnel costs, a $65 million increase in dividends received from F&G, a $35 million increase in interest and investment income related to cash and short-term investments and a $33 million impairment of cost method investments in 2023 as compared to a $41 million impairment of cost method investments in 2022, partially offset by various other immaterial items.

The dividends received from F&G are eliminated upon consolidation.

Personnel costs in the Corporate and Other segment increased $4 million, or 3%, in the year ended December 31, 2025, as compared to 2024, and increased $25 million, or 19%, in the year ended December 31, 2024, as compared to 2023.

The increase in the year ended December 31, 2025, as compared to 2024 is attributable to various immaterial items.

The increase in the year ended December 31, 2024, as compared to 2023 is primarily attributable to inflationary pressures on salaries expense and a $13 million increase is stock compensation expense associated with a restricted stock grant to our chairman.

The increase in the year ended December 31, 2023, as compared to 2022 is primarily attributable to the aforementioned increase in the valuation of deferred compensation plan assets in 2023.

Other operating expenses in the Corporate and Other segment decreased $29 million, or 22%, in the year ended December 31, 2024, as compared to 2023, and increased $29 million, or 28% in the year ended December 31, 2023, as compared to 2022.

Other operating expenses in the Corporate and Other segment increased $2 million, or 2%, in the year ended December 31, 2025, as compared to 2024, and decreased $29 million, or 22%, in the year ended December 31, 2024, as compared to 2023.

The increase in the year ended December 31, 2025 as compared to 2024 is attributable to various immaterial items.

The decrease in the year ended December 31, 2024 as compared to 2023 is primarily attributable to a $10 million reduction in expenses related to the 2023 cybersecurity incident, a $9 million reduction in expenses related to the termination of our pension plan and other various immaterial items.

The increase in 2024 as compared to 2023 is attributable to various immaterial items.

Interest expense decreased $9 million, or 10%, in the year ended December 31, 2023, as compared to 2022.

The decrease in the year ended December 31, 2023, as compared to 2022 is primarily attributable to decreased average debt outstanding in 2023 associated with repayment of the $400 million in outstanding principal of our 5.50% Senior Notes in September of 2022.

Liquidity and Capital Resources

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As of December 31, 2025, we had cash and cash equivalents of $2,636 million, short term investments of $1,920 million and available capacity under our Revolving Credit Facility of $800 million and available capacity under the Amended F&G Credit Agreement of $750 million.

Subsequent to December 31, 2024, on February 1, 2025, F&G redeemed the outstanding $300 million aggregate principal amount of its 5.50% senior notes due May 1, 2025.

On January 13, 2025, F&G completed its public offering of its 7.300% Junior Subordinated Notes due 2065 with an aggregate principal amount of $375 million.

On October 4, 2024, F&G completed its public offering of its 6.25% Senior Notes due 2034 with the aggregate principal amount of $500 million (the "6.25% F&G Notes").

A portion of the net proceeds were used to pay off the outstanding balance of $365 million on the Company’s revolving credit facility.

On June 4, 2024, F&G completed its public offering of $550 million aggregate principal amount of its 6.50% Senior Notes due 2029 (the "6.50% F&G Notes").

A portion of the net proceeds were used to finance a cash tender offer by its wholly owned subsidiary Fidelity & Guaranty Life Holdings, Inc.

("FGLH") for an aggregate principal amount of $250 million of FGLH’s 5.50% Senior Notes due 2025 (the "5.50% F&G Notes").

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

Among other changes, the Sixth Amended and Restated Credit Agreement amends the Revolving Credit Facility to extend the maturity date from October 29, 2025, to February 16, 2029.

On February 16, 2024, we entered into a Second Amended and Restated F&G Credit Agreement of our $665 million credit agreement, with the guarantors party thereto, the financial institutions party thereto as lenders, and Bank of America, N.A., as administrative agent, swing line lender and an issuing bank (the "Second Amended and Restated F&G Credit Agreement").

Among other changes, the Second Amended and Restated F&G Credit Agreement amends the Amended F&G Credit Agreement to extend the maturity date and increase the aggregate principal amount of commitments under the revolving credit facility to $750 million.

For further information related to the 7.95% F&G Notes and 7.40% F&G Notes, refer to Note G Notes Payable to the Consolidated Financial Statements included in Item 8 of Part II of this Annual Report.

On January 13, 2025, F&G completed its public offering of its 7.30% Junior Subordinated Notes due 2065 with an aggregate principal amount of $375 million (the "7.30% F&G Notes").

F&G used a portion of the net proceeds of this offering to redeem the outstanding $300 million aggregate principal amount of its 5.50% F&G Senior Notes.

Refer to Note A Business and Summary of Significant Account Policies and Note F Notes Payable to the Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for additional details on the 7.30% F&G Notes.

On March 24, 2025, F&G completed a public offering of 8,000,000 shares of F&G common stock, par value $0.001 per share.

In connection with the offering, F&G entered into an underwriting agreement, pursuant to which they granted the underwriters of the offering a 30-day option to purchase up to an additional 1,200,000 shares of common stock.

Pursuant to the underwriting agreement, the underwriters agreed to resell to FNF 4,500,000 shares of F&G common stock at the same price per share paid by the underwriters, which was $33.60 per share.

The underwriters option expired unexercised.

F&G is using the net proceeds from the offering for general corporate purposes, including the support of organic growth opportunities.

We continually assess our capital allocation strategy, including decisions relating to the amount of our dividend, reducing debt, repurchasing our stock, investing in growth of our subsidiaries, making acquisitions and/or conserving cash.

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Our cash flows provided by operations for the years ended December 31, 2025, 2024, and 2023 were $5,828 million, $6,815 million, and $6,478 million, respectively.

The increase in cash provided by operating activities of $337 million in 2024 as compared to 2023 is primarily attributable to the increase in net earnings of $873 million, increased cash inflows associated with the change in future policy benefits of $528 million, increased cash inflows associated with the change in funds withheld from reinsurers of $409 million and net cash inflows associated with the change in income taxes of $83 million in 2024 as compared to net cash outflows of $50 million in 2023, partially offset by reduced net cash inflows associated with the change in derivative collateral liabilities of $319 million and increased net cash outflows associated with the timing of receipts and payments of prepaid assets, payables, and receivables of $268 million.

The increase in cash provided by operating activities of $2,123 million in 2023 as compared to 2022 is primarily attributable to increased cash inflows associated with the change in funds withheld from reinsurers of $1,330 million, increased cash inflows associated with the change in future policy benefits of $254 million, reduced net cash outflows associated with the timing of receipts and payments of prepaid assets, payables, and receivables of $359 million and net cash inflows associated with the change in derivative collateral liabilities of $410 million in 2023 as compared to net cash outflows of $398 million in 2022, partially offset by the decrease in net earnings of $788 million, decreased net cash inflows from the change in reinsurance recoverable of $198 million, decreased net cash inflows from the change in trade receivables of $141 million and net cash outflows associated with the change in income taxes of $50 million in 2023 as compared to net cash inflows of $66 million in 2022.

The decrease in cash provided by operating activities of $987 million in 2025 as compared to 2024 is primarily attributable to the decrease in cash inflows from net earnings, decreased cash inflows associated with the change in funds withheld from reinsurers of $518 million and decreased cash inflows associated with the change in future policy benefits of $143 million, partially offset by increased cash inflows from the change in derivative collateral liabilities of $158 million and increased cash inflows associated with the change in other assets and other liabilities of $206 million.

outflows of $50 million in 2023, partially offset by reduced net cash inflows associated with the change in derivative collateral liabilities of $319 million and increased net cash outflows associated with the timing of receipts and payments of prepaid assets, payables, and receivables of $268 million.

Investing Cash Flows.

Our cash used in investing activities for the years ended December 31, 2025, 2024, and 2023 were $8,934 million, $7,862 million, and $9,090 million, respectively.

The decrease in cash used in investing activities in 2024 as compared to 2023 of $1,228 million is primarily associated with increased cash inflows from proceeds from sales, calls and maturities of investment securities of $6,399 million, increased cash inflows from distributions received from unconsolidated affiliates of $198 million and decreased investments in unconsolidated affiliates of $165 million, partially offset by increased purchases of investment securities of $3,840 million, increased cash outflows associated with acquisitions of $287 million and net purchases of short-term investment securities of $1,416 in 2024 as compared to net proceeds from sales and maturities of short-term investment securities of $340 million in 2023.

The decrease in cash used in investing activities in 2023 as compared to 2022 of $1,434 million is primarily associated with increased cash inflows from net proceeds from sales and maturities of short-term investment securities of $340 million in 2023 as compared to net purchases of short-term investment securities of $2,571 million in 2022, partially offset by increased cash outflows for additional investments in unconsolidated affiliates of $219 million, increased cash outflows for purchases of investment securities of $837 million, decreased cash inflows from proceeds from sales, calls and maturities of investment securities of $465 million and increased cash outflows associated with acquisitions of $119 million.

The increase in cash used in investing activities in 2025 as compared to 2024 of $1,072 million is primarily associated with increased cash outflows for purchases of investment securities of $5,373 million, increased cash outflows for additional investments in unconsolidated affiliates of $1,362 million, partially increased cash inflows from proceeds, sales and calls of investment securities of $2,711 million, increased net proceeds from sales and maturities of short-term investment securities of $2,374 million and reduced cash outflows associated with acquisitions of $524 million.

The decrease in cash used in investing activities in 2024 as compared to 2023 of $1,228 million is primarily associated with increased cash inflows from proceeds from sales, calls and maturities of investment securities of $6,399 million, increased cash inflows from distributions received from unconsolidated affiliates of $198 million and decreased investments in unconsolidated affiliates of $165 million, partially offset by increased purchases of investment securities of $3,840 million, increased cash outflows associated with acquisitions of $287 million and net purchases of short-term investment securities of $1,416 million in 2024 as compared to net proceeds from sales and maturities of short-term investment securities of $340 million in 2023.

Capital Expenditures.

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Financing Cash Flows.

Our cash flows provided by financing activities for the year ended December 31, 2024, 2023 and 2022 were $1,759 million, $3,093 million and $4,095 million, respectively.

Our cash flows provided by financing activities for the years ended December 31, 2025, 2024, and 2023 were $2,263 million, $1,759 million, and $3,093 million, respectively.

The increase in cash provided by financing activities of $504 million in 2025 as compared to 2024 is primarily associated with increased cash inflows from contractholder deposits of $1,428 million, repayments under the F&G credit agreement of $365 million in 2024, cash inflows from the offering of F&G common stock of $117 million and net cash inflows associated with the change in secured trust deposits of $180 million in 2025 as compared to net cash outflows of $179 million in 2024, partially offset by increased contractholder withdrawals of $753 million, reduced cash inflows from debt offerings of $675 million and increased purchases of treasury stock of $251 million.

The decrease in cash provided by financing activities of $1,334 million in 2024 as compared to 2023 is primarily associated with increased cash outflows from contractholder withdrawals of $3,385 million, cash outflows for the tender offer of $250 million of our 5.50% F&G Notes and increased cash outflows associated with repayments of principal outstanding on our F&G Credit Agreement of $180 million, partially offset by increased cash inflows from contractholder deposits of $2,360 million and increased cash inflows associated with the issuance of our 6.25% F&G Senior Notes of $500 million and the issuance of our 6.50% F&G Senior Notes of $550 million in 2024, as compared to the issuance of our 7.95% F&G Notes of $345 million and the issuance of our 7.40% F&G Notes of $500 million in 2023.

The decrease in cash provided by financing activities of $1,002 million in 2023 as compared to 2022 is primarily associated with increased cash outflows from contractholder withdrawals of $1,175 million, decreased cash inflows from contractholder deposits of $743 million and net F&G Credit Agreement repayments of $185 million, partially offset by the issuance of our 7.95% F&G Notes of $345 million in December of 2023 and the issuance of our 7.40% F&G Notes of $500 million in January of 2023 as compared to the issuance of borrowings of $550 million in 2022, decreased purchases of treasury stock of $547 million and the repayment of $400 million for our 5.50% Notes in September 2022.

Financing Arrangements.

For a description of our financing arrangements see Note G Notes Payable included in Item 8 of Part II of this Annual Report, which is incorporated by reference into this Item 7 of Part II.

For a description of our financing arrangements see Note F Notes Payable included in Item 8 of Part II of this Annual Report, which is incorporated by reference into this Item 7 of Part II.

Obligations - Contractual and Other.

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We sponsor certain frozen pension and other post-retirement benefit plans.

See Note U Employee Benefit Plans to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for further information.

See Note T Employee Benefit Plans to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for further information.

Capital Stock Tran s actions .

On August 3, 2021, our Board of Directors approved the 2021 Repurchase Program under which we may purchase up to 25 million shares of our FNF common stock through July 31, 2024 .

Since the original commencement of the 2021 Repurchase Program, we have repurchased a total of 16,449,565 FNF common shares for an aggregate amount of $701 million, or an average of $42.60 per share.

On August 3, 2021, our Board of Directors approved the 2021 Repurchase Program under which we may purchase up to 25 million shares of our FNF common stock through July 31, 2024 (the "2021 Repurchase Program").

On July 31, 2024, our Board of Directors approved a new three-year stock repurchase program effective July 31, 2024 (the "2024 Repurchase Program") under which we are authorized to purchase up to 25 million shares of our FNF common stock through July 31, 2027.

We did not repurchase any FNF common stock under the 2021 Repurchase Program or the 2024 Repurchase Program during the year ended December 31, 2024.

Subsequent to December 31, 2024 and through market close on February 21, 2025, we did not repurchase any FNF common stock under the 2024 Repurchase Program.

During the year ended December 31, 2024, we did not repurchase any FNF common stock under the 2021 Repurchase Program or the 2024 Repurchase Program.

During the year ended December 31, 2025, we repurchased a total of 4,426,224 FNF common shares for an aggregate amount of $252 million, or an average of $56.80 per share.

Subsequent to December 31, 2025 and through market close on February 19, 2026, we repurchased a total of 60,000 shares, for approximately $3 million, or an average of $55.66 under the 2024 Repurchase Program.

Equity and Preferred Security Investments.

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Certain of these amounts are maintained in segregated bank accounts and have not been included in the accompanying Consolidated Balance Sheets, consistent with GAAP and industry practice.

These balances amounted to $14.4 billion and $13.5 billion at

December 31, 2024, and 2023 , respectively.

These balances amounted to $16.2 billion and $14.4 billion at December 31, 2025, and 2024 , respectively.

As a result of holding these customers’ assets in escrow, we have ongoing programs for realizing economic benefits during the year through favorable borrowing and vendor arrangements with various banks.

We have unfunded investment commitments as of December 31, 2025, based upon the timing of when investments are executed compared to when the actual investments are funded, as some investments require that funding occur over a period of months or years.

Please refer to Note E Investments and Note H Commitments and Contingencies to the Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for additional details on unfunded investment commitments.

We also have unfunded commitments to consolidated VIEs.

Please refer to Note D Investments and Note G Commitments and Contingencies to the Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for additional details on unfunded investment commitments.

FHLB Collateral.

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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 7. Management’s Discussion and Analysis