Form 4: Fidelity National Financial Distributes F&G Annuities Shares

Fidelity National Financial, Inc. distributed 16.28 million shares of F&G Annuities & Life, Inc. common stock as a special dividend to its stockholders.

Summary

• Fidelity National Financial, Inc. (FNF) distributed 16,280,204 shares of F&G Annuities & Life, Inc. (FG) common stock.
• This distribution was a special stock dividend, approved by FNF's Board of Directors on November 7, 2025.
• The dividend was paid to FNF stockholders of record as of 4:30 p.m. ET on December 17, 2025.
• The distribution date was December 31, 2025.
• Following the transaction, FNF directly beneficially owns 94,203,039 shares of FG common stock.
• FNF's wholly-owned subsidiaries, Chicago Title Insurance Company, Fidelity National Title Insurance Company, and Commonwealth Land Title Insurance Company, indirectly hold additional FG shares.

Sentiment

Score: 7

Explanation: The distribution of shares as a special dividend is generally viewed positively by shareholders as it provides direct ownership and potential for value unlocking, though it's a neutral reporting of a transaction rather than an operational performance update.

Positives

• FNF's distribution of FG shares as a special dividend could unlock value for FNF shareholders by providing direct ownership in F&G Annuities & Life, Inc.

Negatives

• The distribution reduces FNF's direct beneficial ownership in F&G Annuities & Life, Inc. by 16,280,204 shares.

Risks

• Potential for increased volatility in FG's stock price due to the influx of new shareholders from the FNF dividend.
• FNF's reduced direct ownership might lessen its influence over FG's strategic direction.

Future Outlook

This document details a completed special stock dividend transaction and does not provide explicit forward-looking statements or guidance beyond the transaction itself.

Management Comments

• The special stock dividend was approved by Fidelity National Financial, Inc.'s Board of Directors.

Industry Context

This transaction represents a parent company distributing shares of a subsidiary to its own shareholders, a common strategy to unlock value or streamline corporate structures in the financial services and insurance sectors. It allows FNF shareholders to directly participate in the performance of F&G Annuities & Life, Inc., potentially increasing market transparency and valuation for both entities.

Comparison to Industry Standards

• The distribution of subsidiary shares as a special dividend is a recognized corporate finance strategy, similar to spin-offs seen with companies like General Electric's spin-off of GE HealthCare or Johnson & Johnson's spin-off of Kenvue, aimed at creating more focused entities and potentially enhancing shareholder value.
• This move aligns with a broader trend in the financial industry where diversified conglomerates are streamlining operations to allow individual business units to be valued independently by the market.

Stakeholder Impact

• **Shareholders of FNF:** Receive direct ownership in F&G Annuities & Life, Inc. shares, potentially unlocking value and providing direct exposure to FG's performance.
• **Shareholders of FG:** The shareholder base will expand, potentially increasing liquidity and market visibility for FG shares.
• **Management of FNF and FG:** FNF's management will oversee a reduced stake in FG, while FG's management will operate with a more diversified shareholder base.

Next Steps

• F&G Annuities & Life, Inc. will continue to operate as a publicly traded entity with a broader shareholder base following the distribution.
• Fidelity National Financial, Inc. will continue to hold a significant, though reduced, beneficial ownership stake in F&G Annuities & Life, Inc.

Key Dates

Keywords

Fidelity National Financial, F&G Annuities & Life, Special Dividend, Stock Distribution, Form 4, Beneficial Ownership, Insurance, Annuities