What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-28 · 29 added, 31 removed, 409 unchanged (13% of the section changed)

1 unchanged sentence

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

Based on this

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

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

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

14 unchanged sentences

Other Information

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

On September 24, 2024 , Sandra D.

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

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

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

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

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

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

During the year ended December 31, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

46 unchanged sentences

(incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed on December 1, 2022)

3.1 Fifth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on June 13, 2018)

3.2 Fifth Amended and Restated Bylaws of Fidelity National Financial, Inc., dated January 5, 2022 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on January 5, 2022)

Plan of Conversion (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with the Commission on June 12, 2025)

Articles of Incorporation of Fidelity National Financial, Inc.

(incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the Commission on June 12, 2025)

3.2 Bylaws of Fidelity National Financial, Inc.

(incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K, filed with the Commission on June 12, 2025)

4.1 Indenture between the Registrant and The Bank of New York Trust Company, N.A., dated December 8, 2005 (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005)

47 unchanged sentences

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

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

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

Ninth Supplemental Indenture, dated as of June 4, 2025 (incorporated by reference to Exhibit No.

4.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 4, 2025).

10.1 Amended and Restated Fidelity National Financial, Inc.

39 unchanged sentences

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

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

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

2005 Omnibus Incentive Plan for November 2023 Awards (incorporated by reference to Exhibit 10.24 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2023)

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

2005 Omnibus Incentive Plan for November 2022 Awards

2005 Omnibus Incentive Plan for November 2023 Awards (incorporated by reference to Exhibit 10.24 to the Registrant's Annual Report on Form 10-K for th e year ended December 31, 2024 )

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

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

2005 Omnibus Incentive Plan for November 2024 Awards (inco r porated by reference to Exhibit 10.25 to the Regist rant 's Annual Report on Form 10-K for the year ended December 31, 2024)

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

2005 Omnibus Incentive Plan for November 2023 Awards

2005 Omnibus Incentive Plan for November 2024 Award s (incorporated by reference to Exhibit 1 0.26 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 202 4 )

10.25 Form of Notice of Restricted Stock Grant and FNF Restricted Stock Award Agreement for William P.

Foley, II under Amended and Restated Fidelity National Financial, Inc.

2005 Omnibus Incentive Plan for November 2024 Award (incorpor ated by reference to Exhibit 10.27 to the Reg istrant 's An nual Report on Form 1 0-K for the year ended December 31, 202 4 )

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

2005 Omnibus Incentive Plan for November 2024 Awards.

2005 Omnibus Incentive Plan for November 2025 Award s

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

2005 Omnibus Incentive Plan for November 2025 Awards

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

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

2005 Omni bus Incentive Plan for November 2024 Awards

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

3 unchanged sentences

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

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

10.31 Form of Notice of F&G Director Restricted Stock Grant dated November 8, 2024, under F&G 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.31 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2024 ) .

10.32 F&G Annuities & Life, Inc.

29 unchanged sentences

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

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

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

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

85 unchanged sentences

Accumulated other comprehensive earnings ( 1,678 ) ( 2,052 )

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

Treasury stock, 61 and 56 shares as of December 31, 2025 and 2024, at cost

( 2,424 ) ( 2,152 )

18 unchanged sentences

Losses before income tax benefit and equity in earnings of subsidiaries ( 105 ) ( 82 ) ( 118 )

Income tax benefit ( 20 ) ( 29 ) ( 33 )

Income tax expense (benefit) 419 ( 20 ) ( 29 )

Losses before equity in earnings of subsidiaries ( 524 ) ( 62 ) ( 89 )

22 unchanged sentences

Net change in income taxes 415 5 ( 262 )

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

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

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

Net increase in prepaid expenses and other assets ( 3 ) ( 113 ) ( 72 )

Net increase in accounts payable and other accrued liabilities 36 27 70

Net cash provided by (used in) operating activities 8 ( 60 ) ( 295 )

Cash Flows From Investing Activities:

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

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

Net (purchases of) proceeds from short-term investment activities ( 10 ) 235 82

Purchase of F&G common stock ( 151 ) — —

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

Collection of notes receivable 40 55 47

Investments in subsidiaries ( 95 ) — —

Net cash provided by (used in) investing activities ( 217 ) 39 117

Cash Flows From Financing Activities:

Debt service payments — — ( 400 )

Dividends paid ( 546 ) ( 532 ) ( 500 )

3 unchanged sentences

Additional investments in non-controlling interests ( 6 ) ( 12 ) ( 12 )

Net dividends from subsidiaries 703 689 140

Net cash transfers from subsidiaries 888 703 689

Net cash provided by (used in) financing activities 71 158 169

67 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures