# Fidelity National Financial, Inc.: Form 10-Q for the period ended Jun 30, 2025

- Company: [Fidelity National Financial, Inc.](/companies/fnf.md) (CIK 1331875)
- Form: 10-Q
- Filed: 2025-08-07
- Accepted by EDGAR: Aug 7, 2025, 16:52 ET
- Period: 2025-06-30
- Accession: 0001331875-25-000055
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1331875/000133187525000055/fnf-20250630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1331875/000133187525000055/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-04-01 to 2025-06-30 | $547.0m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2025-01-01 to 2025-06-30 | $1.00bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Interest expense | 3 months, 2025-04-01 to 2025-06-30 | $61.0m | us-gaap:InterestExpense |
| Interest expense | 6 months, 2025-01-01 to 2025-06-30 | $121.0m | us-gaap:InterestExpense |
| Income tax | 3 months, 2025-04-01 to 2025-06-30 | $98.0m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2025-01-01 to 2025-06-30 | $127.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-04-01 to 2025-06-30 | $278.0m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2025-01-01 to 2025-06-30 | $361.0m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-04-01 to 2025-06-30 | $1.02 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2025-01-01 to 2025-06-30 | $1.32 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-04-01 to 2025-06-30 | $1.02 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2025-01-01 to 2025-06-30 | $1.33 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-04-01 to 2025-06-30 | 273,000,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2025-01-01 to 2025-06-30 | 273,000,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2025-01-01 to 2025-06-30 | $3.01bn | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Dividends paid | 6 months, 2025-01-01 to 2025-06-30 | $271.0m | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 6 months, 2025-01-01 to 2025-06-30 | $178.0m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-06-30 | $3.27bn | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2025-06-30 | $102.33bn | us-gaap:Assets |
| Total liabilities | at 2025-06-30 | $93.51bn | us-gaap:Liabilities |
| Long-term debt | at 2025-06-30 | $4.40bn | us-gaap:LongTermDebt |
| Shareholders' equity | at 2025-06-30 | $7.91bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 96,448 characters.

The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our expectations, hopes, intentions or strategies regarding the future. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results could vary materially from those forward-looking statements contained herein due to many factors, including, but not limited to: the potential impact of the F&G Distribution on relationships, including employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets and geopolitical uncertainties associated with international conflict; consumer spending; government spending; 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; supply chain disruptions; weakness or adverse changes in the level of real estate activity, which may be caused by, among other things, high or increasing interest rates, a limited supply of mortgage funding, or a weak U.S. economy; our potential inability to find suitable acquisition candidates, acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties in consummating and integrating acquisitions; our dependence on distributions from our title insurance underwriters as our main source of cash flow; significant competition that our operating subsidiaries face; compliance with extensive government regulation of our operating subsidiaries; and other risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of our Annual Report on Form 10-K (our "Annual Report") for the year ended December 31, 2024 and other filings with the Securities and Exchange Commission ("SEC").

Unless the context indicates otherwise, as used herein, the terms “we,” “us,” “our,” the “Company” or “FNF” refer collectively to Fidelity National Financial, Inc., and its subsidiaries.

The following discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024.

### Overview

For a description of our business, including descriptions of segments and recent business developments, see the discussion in Note A *Basis of Financial Statements* in the accompanying unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Report, which is incorporated by reference into this Part I, Item 2.

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

#### Title

Our Title segment revenue is closely related to the level of real estate activity that includes sales, mortgage financing and mortgage refinancing. Declines in the level of real estate activity or the average price of real estate sales will adversely affect our title insurance revenues.

We have found that residential real estate activity is generally dependent on the following factors:

- mortgage interest rates;
- mortgage funding supply;
- housing inventory and home prices;
- supply and demand for commercial real estate; and
- the strength of the United States economy, including employment levels.

The most recent forecast of the Mortgage Bankers Association ("MBA"), as of July 17, 2025, estimates (actual for fiscal year 2024) the size of the U.S. residential mortgage originations market as shown in the following table for 2024 - 2027 in its "Mortgage Finance Forecast" (in trillions):

|  | 2027 | 2026 | 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Purchase originations | $1.5 | $1.4 | $1.3 | $1.3 |
| Refinance originations | $0.8 | $0.8 | $0.7 | $0.5 |
| Total U.S. mortgage originations forecast | $2.3 | $2.2 | $2.0 | $1.8 |

As of July 17, 2025, the MBA expects residential purchase transactions to remain flat in 2025, increase in 2026 and 2027, and expects residential refinance transactions to increase in 2025 and 2026 but remain flat in 2027, and overall mortgage originations to increase in 2025, 2026 and 2027.

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. The Federal Reserve has held rates steady at the range of 4.25% and 4.50% in 2025. Average interest rates for a 30-year fixed rate mortgage were 6.8% for the three and six months ended June 30, 2025, as compared to 7.0% and 6.9% for the corresponding periods in 2024.

A shortage in the supply of homes for sale, increasing home prices, high mortgage interest rates, disrupted labor markets and geopolitical uncertainties associated with international conflicts created some volatility in the residential real estate market in 2024 and the first half of 2025. Changes in United States trade policy, including tariffs, may create additional volatility in 2025. Existing-home sales were unchanged in June 2025 as compared to the corresponding period in 2024, while median existing-home sales prices increased to a record $435,300, or approximately 2%, from the corresponding period in 2024.

Other economic indicators used to measure the health of the U.S. economy, including the unemployment rate, have remained strong. The unemployment rate was 4.1% in June 2025 and 2024.

We issue commercial title insurance policies in sectors including office, industrial, energy, hospitality, retail, and multi-family, among others. The demand for commercial title insurance varies based on a variety of factors such as investor appetite, financing availability, and supply and demand in a particular area. Because commercial real estate transactions tend to be generally driven by supply and demand for commercial space in a particular area rather than by interest rate fluctuations, we believe that our commercial real estate title insurance business is less dependent on the industry cycles discussed above than our residential real estate title business. Factors including U.S. tax reform and a shift in U.S. monetary policy have had, or are expected to have, varying effects on availability of financing in the U.S. Lower corporate and individual tax rates and corporate tax-deductibility of capital expenditures have provided increased capacity and incentive for investments in commercial real estate. In recent years, we experienced fluctuating demand in commercial real estate markets. Commercial volumes and commercial fee-per-file increased in the three and six months ended June 30, 2025 as compared to the corresponding periods in 2024.

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.

*Seasonality.* Historically, real estate transactions have produced seasonal revenue fluctuations in the real estate industry. The first calendar quarter is typically the weakest quarter in terms of revenue due to the generally low volume of home sales during January and February. The second and third calendar quarters are typically the strongest quarters in terms of revenue, primarily due to a higher volume of residential transactions in the spring and summer months. The fourth quarter is typically strong due to the desire of commercial entities to complete transactions by year-end. We have noted short-term fluctuations through recent years in resale and refinance transactions as a result of changes in interest rates.

#### F&G

The following factors represent some of the key trends and uncertainties that have influenced the development of our F&G segment and its historical financial performance, and we believe these key trends and uncertainties will continue to influence the business and financial performance of our F&G segment in the future.

### Market Conditions

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 2025. These factors include, among others, consumer spending, business investment, government spending, 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 “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 28, 2025, for further discussion of risk factors that could affect market conditions.

### Interest Rate Environment

As of June 30, 2025 and December 31, 2024, our reserves, net of reinsurance, and weighted average crediting rate on our fixed rate annuities were $6.7 billion and 4.57% and $6.4 billion and 4.42%, respectively. Some of our F&G products, most notably our fixed rate annuities, include guaranteed minimum crediting rates, . We are required to pay the guaranteed minimum crediting rates even if earnings on our investment portfolio decline, which would negatively impact earnings. In addition, we expect more policyholders to hold policies with comparatively high guaranteed rates for a longer period in a low interest rate environment. Conversely, a rise in average yield on our investment portfolio would increase earnings if the average interest rate we pay on our products does not rise correspondingly. 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 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2024 for a more detailed discussion of interest rate risk.

### Aging of the U.S. Population

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 30% increase in people age 65 and older over the next 25 years. 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.

### Industry Factors and Trends Affecting Our Results of Operations

We operate in the sector of the insurance industry that focuses on the needs of middle-income Americans. 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 indexed annuity 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. Additionally, this market demand has positively impacted the IUL market as it has expanded from $100 million of annual sales in 2002 to $2 billion of annual sales in 2024.

See Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2024 for a more detailed discussion of industry factors and trends affecting our Results of Operations.

### Critical Accounting Policies and Estimates

The accounting estimates described in Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2024 are those we consider critical in preparing our unaudited Condensed Consolidated Financial Statements. There were no changes to the Company’s critical accounting policies during the six months ended June 30, 2025. Management is required to make estimates and assumptions that can affect the reported amounts of assets and liabilities and disclosures with respect to contingent assets and liabilities at the date of the unaudited Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates. See Note A *Basis of Financial Statements*, included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional description of certain significant accounting policies that have been followed in preparing our unaudited Condensed Consolidated Financial Statements.

### Results of Operations

### Consolidated Results of Operations

*Net Earnings.* The following table presents certain financial data for the periods indicated:

*(In millions)*

| Revenues: | Three months ended June 30, 2025 | 2024 | Six months ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Direct title insurance premiums | $632 | $564 | $1,142 | $1,004 |
| Agency title insurance premiums | 839 | 784 | 1,520 | 1,377 |
| Escrow, title-related and other fees | 1,289 | 1,115 | 2,354 | 2,396 |
| Interest and investment income | 777 | 783 | 1,537 | 1,493 |
| Recognized gains and losses, net | 98 | (88) | (189) | 187 |
| Total revenues | 3,635 | 3,158 | 6,364 | 6,457 |
| Expenses: |  |  |  |  |
| Benefits and other changes in policy reserves | 993 | 608 | 1,517 | 1,769 |
| Personnel costs | 867 | 779 | 1,637 | 1,506 |
| Agent commissions | 654 | 609 | 1,182 | 1,069 |
| Other operating expenses | 416 | 387 | 793 | 756 |
| Market risk benefit losses (gains) | (4) | 20 | 105 | 9 |
| Depreciation and amortization | 200 | 189 | 396 | 356 |
| Provision for title claim losses | 66 | 61 | 120 | 107 |
| Interest expense | 61 | 47 | 121 | 96 |
| Total expenses | 3,253 | 2,700 | 5,871 | 5,668 |
| Earnings before income taxes and equity in earnings of unconsolidated affiliates | 382 | 458 | 493 | 789 |
| Income tax expense | 98 | 116 | 127 | 179 |
| Equity in earnings of unconsolidated affiliates | 9 | 1 | 10 | 2 |
| Net earnings | $293 | $343 | $376 | $612 |

#### Revenues

Total revenues increased by $477 million in the three months ended June 30, 2025 and decreased by $93 million in the six months ended June 30, 2025 as compared to the corresponding periods in 2024.

Net earnings decreased by $50 million in the three months ended June 30, 2025 and decreased by $236 million in the six months ended June 30, 2025 as compared to corresponding periods in 2024.

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

#### Expenses

Our operating expenses consist primarily of Personnel costs; Other operating expenses, which in our title business are incurred as orders are received and processed; Agent commissions, which are incurred as title agency revenue is recognized; and Benefits and other changes in policy reserves, which in our F&G segment are charged to earnings in the period they are earned by the policyholder based on their selected strategy. For traditional life and immediate annuities, policy benefit claims are charged to expense in the period that the claims are incurred, net of reinsurance recoveries. Title insurance premiums, escrow, and title-related fees are generally recognized as income at the time the underlying transaction closes or other service is provided. Direct title operations revenue often lags approximately 45-60 days behind expenses and therefore gross margins may fluctuate. The changes in the market environment, mix of business between direct and agency operations, and the contributions from our various business units have historically impacted margins and net earnings. We have implemented programs and have taken necessary actions to maintain expense levels consistent with revenue streams. However, a short-term lag exists in reducing controllable fixed costs and certain fixed costs are incurred regardless of revenue levels.

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

Agent commissions represent the portion of premiums retained by our third-party agents pursuant to the terms of their respective agency contracts.

Benefit expenses for deferred annuity, indexed annuity and IUL policies include index credits and interest credited to contractholder account balances and benefit claims in excess of contract account balances, net of reinsurance recoveries. Other changes in policy reserves include the change in the fair value of the indexed annuity embedded derivative and the change in the reserve for secondary guarantee benefit payments. Other changes in policy reserves also include the change in reserves for life insurance products.

Other operating expenses consist primarily of facilities expenses, title plant maintenance, premium taxes (which insurance underwriters are required to pay on title premiums in lieu of franchise and other state taxes), appraisal fees and other cost of sales on ServiceLink product offerings and other title-related products, postage and courier services, computer services, professional services, travel expenses, general insurance and bad debt expense on our trade and notes receivable.

The provision for title claim losses includes an estimate of anticipated title and title-related claims, and escrow losses.

The change in expenses attributable to our reportable segments is discussed in further detail at the segment level below.

Income tax expense was $98 million and $116 million in the three months ended June 30, 2025 and 2024, respectively, and $127 million and $179 million in the six months ended June 30, 2025 and 2024, respectively. Income tax expense as a percentage of earnings before income taxes was 26% and 25% in the three months ended June 30, 2025 and 2024, respectively, and 26% and 23% in the six months ended June 30, 2025 and 2024, respectively. The increase in income tax expense as a percentage of earnings before taxes in the six months ended June 30, 2025 as compared to the corresponding period in 2024 is primarily attributable to an increase in the valuation allowance recorded in the six months ended June 30, 2025 as compared to the corresponding period in 2024.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law. The OBBBA includes a broad range of tax reform provisions that may affect the Company’s financial results. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently evaluating the impact of these provisions which could affect the Company’s income tax expense and deferred tax assets; however, it is not expected to have a material impact to our Consolidated Financial Statements.

The Company considers its non-U.S. earnings to be indefinitely reinvested outside of the U.S. to the extent these earnings are not subject to the U.S. income tax under an anti-deferral tax regime. Given our intent to reinvest these earnings for an indefinite period of time, the Company has not accrued a deferred tax liability on these earnings. A determination of an unrecognized deferred tax liability related to these earnings is not practicable.

### Title

The following table presents the results from operations of our Title segment:

*(In millions)*

| Revenues: | Three months ended June 30, 2025 | 2024 | Six months ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Direct title insurance premiums | $632 | $564 | $1,142 | $1,004 |
| Agency title insurance premiums | 839 | 784 | 1,520 | 1,377 |
| Escrow, title-related and other fees | 613 | 571 | 1,138 | 1,055 |
| Interest and investment income | 86 | 87 | 169 | 170 |
| Recognized gains and losses, net | 43 | (75) | 18 | (12) |
| Total revenues | 2,213 | 1,931 | 3,987 | 3,594 |
| Expenses: |  |  |  |  |
| Personnel costs | 749 | 680 | 1,421 | 1,298 |
| Agent commissions | 654 | 609 | 1,182 | 1,069 |
| Other operating expenses | 342 | 311 | 655 | 596 |
| Depreciation and amortization | 35 | 35 | 71 | 71 |
| Provision for title claim losses | 66 | 61 | 120 | 107 |
| Total expenses | 1,846 | 1,696 | 3,449 | 3,141 |
| Earnings before income taxes and equity in earnings of unconsolidated affiliates | $367 | $235 | $538 | $453 |
| Orders opened by direct title operations (in thousands) | 366 | 344 | 709 | 659 |
| Orders closed by direct title operations (in thousands) | 246 | 229 | 447 | 415 |
| Fee per file (in dollars) | $3,894 | $3,759 | $3,834 | $3,668 |

74

Total revenues for the Title segment increased by $282 million, or 15%, in the three months ended June 30, 2025 and increased 393, or 11% in the six months ended June 30, 2025 from the corresponding periods in 2024.

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

*(Dollars in millions)*

|  | Three months ended June 30, 2025 | % of Total | 2024 | % of Total | Six months ended June 30, 2025 | % of Total | 2024 | % of Total |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Title premiums from direct operations | $632 | 43% | $564 | 42% | $1,142 | 43% | $1,004 | 42% |
| Title premiums from agency operations | 839 | 57 | 784 | 58 | 1,520 | 57 | 1,377 | 58 |
| Total title premiums | $1,471 | 100% | $1,348 | 100% | $2,662 | 100% | $2,381 | 100% |

Title premiums increased by $123 million, or 9%, in the three months ended June 30, 2025 from the corresponding period in 2024. The increase was comprised of an increase in Title premiums from direct operations of $68 million, or 12%, and an increase in Title premiums from agency operations of $55 million, or 7%.

Title premiums increased by $281 million, or 12% in the six months ended June 30, 2025 from the corresponding period in 2024. The increase was compromised of an increase in Title premiums from direct operations of $138 million, or 14%, and an increase in Title premiums from agency operations of $143 million or 10%.

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

|  | Three months ended June 30, 2025 | 2024 | Six months ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Opened title insurance orders from purchase transactions (1) | 76% | 80% | 75% | 80% |
| Opened title insurance orders from refinance transactions (1) | 24 | 20 | 25 | 20 |
|  | 100% | 100% | 100% | 100% |
| Closed title insurance orders from purchase transactions (1) | 75% | 81% | 75% | 80% |
| Closed title insurance orders from refinance transactions (1) | 25 | 19 | 25 | 20 |
|  | 100% | 100% | 100% | 100% |

(1) Percentages exclude consideration of an immaterial number of non-purchase and non-refinance orders.

Title premiums from direct operations increased in the three and six months ended June 30, 2025 from the corresponding periods in 2024. The increase was attributable to increases in the average fee per file and closed order volume.

We experienced an increase in closed title insurance order volumes from both purchase and refinance transactions in the three and six months ended June 30, 2025 from the corresponding periods in 2024. Total closed order volume was 246,000 in the three months ended June 30, 2025 compared to 229,000 in the three months ended June 30, 2024 and 447,000 in the six months ended June 30, 2025 compared to 415,000 in the six months ended June 30, 2024. This represented an overall increase of 7% and 8% in the three and six months ended June 30, 2025, respectively, from the corresponding periods in 2024. The increases were primarily attributable to higher housing inventory in the three and six months ended June 30, 2025 as compared to the corresponding periods in 2024.

Total opened title insurance order volumes increased in the three and six months ended June 30, 2025 from the corresponding periods in 2024.

The average fee per file in our direct operations was $3,894 and $3,834 in the three and six months ended June 30, 2025, respectively, compared to $3,759 and $3,668 in the three and six months ended June 30, 2024, respectively. The increases in average fee per file in the three and six months ended June 30, 2025 as compared to the corresponding periods in 2024 are primarily attributable to home price appreciation. 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 $55 million, or 7%, in the three months ended June 30, 2025 and increased $143 million, or 10% in the six months ended June 30, 2025 from the corresponding periods in 2024.

Escrow, title-related and other fees increased by $42 million, or 7%, in the three months ended June 30, 2025 and increased $83 million, or 8%, in the six months ended June 30, 2025 from the corresponding periods in 2024. Escrow and title-related fees increased by $21 million, or 9%, in the three months ended June 30, 2025 and $41 million, or 10% in the six months ended

June 30, 2025 from the corresponding periods in 2024. The increase in escrow and title-related fees in the three and six months ended June 30, 2025 as compared to the corresponding periods in 2024 are relatively consistent with the increase in direct premiums. Other fees, excluding escrow and title-related fees, increased by $21 million, or 6%, in the three months ended June 30, 2025 and increased $42 million, or 6% in the six months ended June 30, 2025. The increases in Other fees, excluding escrow and title-related fees, in the three and six months ended June 30, 2025 as compared to the corresponding periods in 2024 were attributable to various immaterial items.

Interest and investment income levels are primarily a function of securities markets, interest rates, and the amount of cash available for investment. Interest and investment income was relatively flat in the three and six months ended June 30, 2025 as compared to the corresponding period in 2024.

Net recognized gains were $43 million and $18 million in the three and six months ended June 30, 2025, respectively. Net recognized losses were $75 million and $12 million in the three and six months ended June 30, 2024, respectively. The fluctuations in recognized gains and losses, net in the three and six months ended June 30, 2025 as compared to the corresponding periods in 2024, are primarily attributable to fluctuations in non-cash valuation changes on our equity and preferred security holdings in addition to various other immaterial items.

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 $69 million, or 10%, in the three months ended June 30, 2025 and increased $123 million, or 9% in the six months ended June 30, 2025 from the corresponding periods in 2024. The increases are due to elevated health claims of $12 million in the three months ended June 30, 2025, and inflationary salary increases and increased variable costs from a modest increase in revenues in the three and six months ended June 30, 2025 as compared to the corresponding periods in 2024. Personnel costs as a percentage of total revenues from direct title premiums and escrow, title-related and other fees were 60% for the three months ended June 30, 2025 and 2024, and 62% and 63% for the six months ended June 30, 2025 and 2024, respectively. Average employee count in the Title segment was 22,216 and 21,166 in the three months ended June 30, 2025 and 2024, respectively, and 21,808 and 20,841 in the six months ended June 30, 2025 and 2024, respectively.

Other operating expenses increased by $31 million, or 10%, in the three months ended June 30, 2025, and increased by 59 million, or 10% in the six months ended June 30, 2025 from the corresponding periods in 2024. Other operating expenses as a percentage of total revenue excluding agency premiums, interest and investment income, and recognized gains and losses were 27% in the three months ended June 30, 2025 and 2024, and 29% in the six months ended June 30, 2025 and 2024.

Agent commissions represent the portion of premiums retained by agents pursuant to the terms of their respective agency contracts. Agent commissions and the resulting percentage of agent premiums that we retain vary according to regional differences in real estate closing practices and state regulations.

The following table illustrates the relationship of agent premiums and agent commissions, which has remained relatively consistent since 2023:

|  | Three months ended June 30, |  | Six months ended June 30, |  |
| --- | ---: | ---: | ---: | ---: |
|  | **2025%** | **2024%** | **2025%** | **2024%** |
|  | **(Dollars in millions)** |  |  |  |
| Agent premiums | $839 100% | $784 100% | $1,520 100% | $1,377 100% |
| Agent commissions | 654 78% | 609 78% | 1,182 78% | 1,069 78% |
| Net retained agent premiums | $185 22% | $175 22% | $338 22% | $308 22% |

The claim loss provision for title insurance was $66 million and $61 million for the three months ended June 30, 2025 and 2024, respectively, and $120 million and $107 million for the six months ended June 30, 2025 and 2024, respectively. The provision reflects an average provision rate of 4.5% of title premiums in all periods. We continually monitor and evaluate our loss provision level, actual claims paid and the loss reserve position each quarter. This loss provision rate is set to provide for losses on current year policies, but due to development of prior years and our long claim duration, it periodically includes amounts of estimated adverse or positive development on prior years' policies.

### F&G

### Segment Overview

Through our majority-owned F&G subsidiary, we have five distribution channels across retail and institutional markets. Our three retail channels include agent-based Independent Marketing Organizations ("IMOs"), banks, and broker dealers. We have deep, long-tenured relationships with our network of leading IMOs and their agents to serve the needs of the middle-income market and develop competitive annuity and life products to align with their evolving needs. Upon FNF’s ownership and F&G’s subsequent rating upgrades in mid-2020, we launched into banks and broker dealers. Further, in 2021, we launched into two institutional markets to originate Funding Agreement Backed Notes ("FABN") and pension risk transfer ("PRT") transactions. The FABN Program offers funding agreements to institutional clients by means of capital markets transactions through investment banks. The funding agreements issued under the FABN Program are in addition to those issued to the Federal Home Loan Bank of Atlanta ("FHLB"). The PRT solutions business is supported by an experienced team, and we partner with brokers and institutional consultants for distribution. These markets leverage our existing team's spread-based capabilities as well as our strategic partnership with Blackstone ISG-I Advisors LLC (“Blackstone”).

In setting the features and pricing of our flagship indexed annuity products relative to our targeted net margin, we take into account our expectations regarding (1) the difference between the net investment income we earn and the sum of the interest credited to policyholders and the cost of hedging our risk on the policies; (2) fees, including surrender charges and rider fees, partly offset by vesting bonuses that we pay our policyholders; and (3) a number of related expenses, including benefits and changes in reserves, acquisition costs, and general and administrative expenses.

### Key Components of Our Historical Results of Operations

Through our insurance subsidiaries, we issue a broad portfolio of deferred annuities (indexed annuities and fixed rate annuities), IUL insurance, immediate annuities, funding agreements and PRT solutions. A deferred annuity is a type of contract that accumulates value on a tax deferred basis and typically begins making specified periodic or lump sum payments a certain number of years after the contract has been issued. IUL insurance is a complementary type of contract that accumulates value in a cash value account and provides a payment to designated beneficiaries upon the policyholder’s death. An immediate annuity is a type of contract that begins making specified payments within one annuity period (e.g., one month or one year) and typically makes payments of principal and interest earnings over a period of time. As defined by the Iowa Insurance Division, a funding agreement is an agreement for an insurer to accept and accumulate funds and to make one or more payments at future dates in amounts that are not based on mortality or morbidity contingencies of the person to whom the funding agreement is issued. In essence, funding agreement providers issue fixed maturity contracts with fixed or floating interest rates in exchange for a single upfront premium. Our PRT products are comparable to income annuities, as we generally receive a single, upfront premium in exchange for paying a guaranteed stream of future income payments, which are typically fixed in nature but may vary in duration based on participant mortality experience.

Under GAAP, premium collections for deferred annuities (indexed annuities and fixed rate annuities), immediate annuities and PRT without life contingency, and deposits received for funding agreements are reported in the financial statements as deposit liabilities (i.e., contractholder funds) instead of as sales or revenues. Similarly, cash payments to customers are reported as decreases in the liability for contractholder funds and not as expenses. Sources of revenues for products accounted for as deposit liabilities are net investment income, surrender charges, cost of insurance and other charges deducted from contractholder funds (i.e., amortization of URL), and net realized gains (losses) on investments. Components of expenses for products accounted for as deposit liabilities are interest-sensitive and index product benefits (primarily interest credited to account balances or the hedging cost of providing index credits to the policyholder), amortization of VOBA, DAC and DSI, and other operating costs and expenses.

F&G hedges certain portions of its exposure to product related equity market risk by entering into derivative transactions. We purchase derivatives consisting predominantly of equity options and, to a lesser degree, futures contracts (specifically for indexed annuity contracts) on the equity indices underlying the applicable policy. These derivatives are used to offset the reserve impact of the index credits due to policyholders under the indexed annuity and IUL contracts. The majority of all such equity options are one-year options purchased to match the funding requirements underlying the indexed annuity/IUL contracts. We attempt to manage the cost of these purchases through the terms of our indexed annuity/IUL contracts, which permit us to change caps, spread, or participation rates on each policy's annual anniversary, subject to certain guaranteed minimums that must be maintained. The equity options and futures contracts are marked to fair value with the change in fair value included as a component of net investment gains (losses). The change in fair value of the equity options and futures contracts includes the gains and losses recognized at the expiration of the instruments’ terms or upon early termination and the changes in fair value of open positions. In addition, to reduce market risks from interest rate changes on our earnings associated with our floating rate investments, during 2023, we began to execute pay-float and receive-fixed interest rate swaps.

Market risk benefits (“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 (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. Generally higher interest rates and equity returns result in gains whereas lower interest rates and equity returns result in losses. Reinsured MRBs are valued using a methodology consistent with direct MRBs, with the exception of the non-performance spread, which reflects the credit of the reinsurer.

Earnings from products accounted for as deposit liabilities are primarily generated from the excess of net investment income earned over the sum of interest credited to policyholders and the cost of hedging our risk on indexed annuity/IUL policies, which includes the expenses incurred to fund the index credit with respect to indexed annuities/IULs. Proceeds received upon expiration or early termination of equity options purchased to fund annual index credits are recorded as part of the change in fair value of derivatives and are largely offset by an expense for index credits earned on annuity contractholder fund balances.

### F&G Results of Operations

The results of operations of our F&G segment for the three and six months ended June 30, 2025 and 2024 were as follows:

*(In millions)*

| Revenues | Three months ended June 30, 2025 | 2024 | Six months ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Life insurance premiums and other fees | $608 | $487 | $1,097 | $1,205 |
| Interest and investment income | 682 | 684 | 1,348 | 1,300 |
| Owned distribution revenues | 23 | 18 | 39 | 41 |
| Recognized gains and (losses), net | 51 | (17) | (212) | 195 |
| Total revenues | 1,364 | 1,172 | 2,272 | 2,741 |
| **Benefits and expenses** |  |  |  |  |
| Benefits and other changes in policy reserves | 993 | 608 | 1,517 | 1,769 |
| Market risk benefit (gains) losses | (4) | 20 | 105 | 9 |
| Depreciation and amortization | 158 | 147 | 311 | 270 |
| Personnel costs | 77 | 69 | 144 | 135 |
| Other operating expenses | 42 | 46 | 83 | 104 |
| Interest expense | 41 | 28 | 81 | 58 |
| Total benefits and expenses | 1,307 | 918 | 2,241 | 2,345 |
| Earnings before income taxes and equity in earnings of unconsolidated affiliates | $57 | $254 | $31 | $396 |

### Revenues

### Life insurance premiums and other fees

Life insurance premiums and other fees primarily reflect premiums on life-contingent PRTs and traditional life insurance products, which are recognized as revenue when due from the policyholder, as well as policy rider fees primarily on indexed annuity policies, the cost of insurance on IUL policies, and surrender charges assessed against policy withdrawals in excess of the policyholder's allowable penalty-free amounts (up to 10% of the prior year's value, subject to certain limitations). The following table summarizes the Life insurance premiums and other fees, on the unaudited Condensed Consolidated Statements of Earnings, for the three and six months ended June 30, 2025 and 2024:

*(In millions)*

|  | Three months ended June 30, 2025 | 2024 | Six months ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Life-contingent pension risk transfer premiums | $432 | $324 | $743 | $908 |
| Traditional life insurance and life-contingent immediate annuity premiums | 9 | 9 | 19 | 21 |
| Surrender charges | 69 | 70 | 126 | 113 |
| Policyholder fees and other income | 98 | 84 | 209 | 163 |
| **Life insurance premiums and other fees** | $608 | $487 | $1,097 | $1,205 |

78

- Life-contingent pension risk transfer premiums increased for the three months ended June 30, 2025 and decreased for the six months ended June 30, 2025, compared to the three and six months ended June 30, 2024, respectively, reflecting the timing of PRT transactions. As noted above, PRT premiums are subject to fluctuation period to period.
- Surrender charges were relatively unchanged for the three months ended June 30, 2025 and increased for the six months ended June 30, 2025, compared to the three and six months ended June 30, 2024, respectively. The increase for the six months ended June 30, 2025 primarily reflects 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.
- Policyholder fees and other income increased for the three and six months ended June 30, 2025, compared to the three and six months ended June 30, 2024, primarily reflecting 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. The increase for the six months ended June 30, 2025 also includes a reinsurance true-up adjustment. GMWB rider fees are based on the policyholder's benefit base and are collected at the end of the policy year.

### Interest and investment income

Below is a summary of interest and investment income for the three and six months ended June 30, 2025 and 2024:

*(In millions)*

|  | Three months ended June 30, 2025 | 2024 | Six months ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Fixed maturity securities, available-for-sale | $551 | $542 | $1,100 | $1,058 |
| Equity securities | 4 | 5 | 9 | 11 |
| Preferred securities | 4 | 7 | 7 | 13 |
| Mortgage loans | 87 | 65 | 169 | 131 |
| Invested cash and short-term investments | 31 | 34 | 65 | 62 |
| Limited partnerships | 60 | 97 | 114 | 151 |
| Other investments | 10 | 6 | 12 | 16 |
| Gross investment income | $747 | $756 | $1,476 | $1,442 |
| Investment expense | (65) | (72) | (128) | (142) |
| **Interest and investment income** | $682 | $684 | $1,348 | $1,300 |

Interest and investment income 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. Interest and investment income attributable to these agreements, and thus excluded from the totals in the table above, was $189 million and $373 million for the three and six months ended June 30, 2025, respectively, and $155 million and $282 million for the three and six months ended June 30, 2024, respectively.

### Recognized gains and losses, net

Below is a summary of the major components included in recognized gains and losses, net for the three and six months ended June 30, 2025 and 2024:

*(In millions)*

|  | Three months ended June 30, 2025 | 2024 | Six months ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Net realized and unrealized (losses) gains on fixed maturity available-for-sale securities, equity securities and other invested assets | $(11) | $37 | $(27) | $85 |
| Change in allowance for expected credit losses | (20) | (23) | (42) | (23) |
| Net realized and unrealized gains (losses) on certain derivatives instruments | 139 | (41) | (45) | 138 |
| Change in fair value of reinsurance related embedded derivatives | (61) | 10 | (102) | (8) |
| Change in fair value of other derivatives and embedded derivatives | 4 | — | 4 | 3 |
| **Recognized gains and (losses), net** | $51 | $(17) | $(212) | $195 |

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 (losses) gains attributable to these agreements, and thus excluded from the totals in the table above, was $(57) million and $(99) million for the three and six month periods ended June 30, 2025, and $10 million and $(9) million for the three and six month periods ended June 30, 2024, respectively.

- For the three and six months ended June 30, 2025, net realized and unrealized gains (losses) 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.
- For the three and six months ended June 30, 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 (“FVO”) gains on owned distribution investments and preferred securities, partially offset by 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.

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 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 three and six months ended June 30, 2025 and 2024:

*(In millions)*

| Equity options: | Three months ended June 30, 2025 | 2024 | Six months ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Realized (losses) gains | $(54) | $5 | $(74) | $16 |
| Change in unrealized gains (losses) | 180 | (28) | (34) | 211 |
| Futures contracts: |  |  |  |  |
| Gains on futures contracts expiration | 11 | 7 | 10 | 14 |
| Change in unrealized (losses) gains | (2) | (2) | 4 | (3) |
| Foreign currency swaps losses | (6) | — | (7) | — |
| Interest rate swap gains (losses) | 18 | (25) | 67 | (105) |
| Other derivative investments |  |  |  |  |
| (Losses) gains on other derivative investments | (8) | 2 | (11) | 5 |
| **Total net change in fair value** | $139 | $(41) | $(45) | $138 |
| Annual Point-to-Point Change in S&P 500 Index during the periods | 11% | 4% | 14% | 23% |
| Secured Overnight Financing Rates | 4.45% | 5.33% | 4.45% | 5.33% |

- Realized gains and (losses) on certain derivative instruments are directly correlated to the performance of the indices upon which the equity options and futures contracts are based and the value of the derivatives at the time of expiration compared to the value at the time of purchase.
- 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 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:

|  | Three months ended June 30, 2025 | 2024 | Six months ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Average Crediting Rate | 3% | 4% | 4% | 4% |
| S&P 500 Index: |  |  |  |  |
| Point-to-point strategy | 4% | 4% | 4% | 3% |
| Monthly average strategy | 3% | 3% | 3% | 3% |
| Monthly point-to-point strategy | —% | 4% | 2% | 4% |
| 3 year high water mark | 13% | 4% | 8% | 4% |

- Actual amounts credited to contractholder fund balances may differ from the index appreciation due to contractual features in the indexed annuity contracts and certain IUL contracts (caps, spreads and participation rates), which allow us to manage the cost of the options purchased to fund the annual index credits.
- The credits for the periods presented were based on comparing the S&P 500 Index on each issue date in the period to the same issue date in the respective prior year periods.

### Benefits and expenses

### Benefits and other changes in policy reserves

Below is a summary of the major components included in Benefits and other changes in policy reserves:

*(In millions)*

|  | Three months ended June 30, 2025 | 2024 | Six months ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| PRT agreements | $456 | $343 | $770 | $941 |
| Indexed annuities/IUL market related liability movements | 148 | (86) | (92) | 139 |
| Index credits, interest credited and bonuses | 402 | 354 | 840 | 681 |
| Other changes in policy reserves | (13) | (3) | (1) | 8 |
| **Benefits and other changes in policy reserves** | $993 | $608 | $1,517 | $1,769 |

- PRT agreements, primarily representing the change in reserves associated with PRT premiums during the periods, increased for the three months ended June 30, 2025 and decreased for the six months ended June 30, 2025 compared to the three and six months ended June 30, 2024, reflecting the timing of PRT transactions. PRT transactions are subject to fluctuation period to period.
- The indexed annuities/IUL market related liability movements during the three and six months ended June 30, 2025 and June 30, 2024, respectively, 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 increased (decreased) the direct indexed annuities market related liability by $36 million and $(85) million during the three months ended June 30, 2025 and June 30, 2024, respectively. The change in risk free rates and non-performance spreads increased (decreased) the direct indexed annuities market related liability by $83 million and $(168) million during the six months ended June 30, 2025 and June 30, 2024, respectively. The remaining changes in market value of the market related liability movements for all periods were primarily driven by equity market impacts. See “*Revenues — Recognized gains and (losses), net”* above for summary and discussion of net unrealized gains (losses) on certain derivative instruments.
- Annually, typically in the third quarter, F&G reviews assumptions associated with reserves for policy benefits and product guarantees.
- During the three and six months ended June 30, 2025, based on experience, we reflected updates to the option budget assumption 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 $5 million and $26 million for the three and six months ended June 30, 2025, respectively.
- There were no assumptions updated for the three months ended June 30, 2024. During the six months ended June 30, 2024, based on increases in interest rates and pricing changes, we updated certain indexed annuity assumptions used to calculate the fair value of the embedded derivative component within contractholder funds. These changes resulted in an increase in total benefits and other changes in policy reserves of $57 million for the six months ended June 30, 2024.
- Index credits, interest credited and bonuses for the three and six months ended June 30, 2025, were higher compared to the three and six months ended June 30, 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:

*(In millions)*

|  | Three months ended June 30, 2025 | 2024 | Six months ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| **Market risk benefit (gains) losses** | $(4) | $20 | $105 | $9 |

- Market risk benefit (gains) losses are 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 (gains) losses for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily reflect favorable market related movements and lower issuances. Changes in market risk benefit (gains) losses for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily reflect unfavorable market related movements and unfavorable actual policyholder behavior as compared to expected.

### Depreciation and Amortization

Below is a summary of the major components included in depreciation and amortization:

*(In millions)*

|  | Three months ended June 30, 2025 | 2024 | Six months ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Amortization of DAC, VOBA and DSI | $140 | $130 | $274 | $237 |
| Amortization of other intangible assets and fixed asset depreciation | 18 | 17 | 37 | 33 |
| **Depreciation and amortization** | $158 | $147 | $311 | $270 |

- 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 three and six months ended June 30, 2025, compared to the three and six months ended June 30, 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 during the three months ended September 30, 2024, amortization rates on some DAC and DSI balances increased primarily for indexed annuities.

### Personnel Costs and Other Operating Expenses

Below is a summary of personnel costs and other operating expenses:

*(In millions)*

|  | Three months ended June 30, 2025 | 2024 | Six months ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Personnel costs | $77 | $69 | $144 | $135 |
| Other operating expenses | 42 | 46 | 83 | 104 |
| **Total personnel costs and other operating expenses** | $119 | $115 | $227 | $239 |

82

- Personnel costs and other operating expenses were higher for the three months ended June 30, 2025 and lower for the six months ended June 30, 2025, compared to the three and six months ended June 30, 2024, respectively, 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, along with continued investments in our operating platform.

### Investment Portfolio

The types of assets in which we may invest are influenced by various state laws, which prescribe qualified investment assets applicable to insurance companies. Within the parameters of these laws, we invest in assets giving consideration to four primary investment objectives: (i) maintain robust absolute returns; (ii) provide reliable yield and investment income; (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.

As of June 30, 2025 and December 31, 2024, the fair value of our investment portfolio was approximately $64 billion and $60 billion, respectively, and was divided among the following asset classes and sectors:

*(Dollars in millions)*

| Fixed maturity securities, available for sale: | June 30, 2025 Fair Value | Percent | December 31, 2024 Fair Value | Percent |
| --- | ---: | ---: | ---: | ---: |
| United States Government full faith and credit | $325 | 1% | $158 | —% |
| United States Government sponsored entities | 92 | — | 95 | — |
| United States municipalities, states and territories | 1,310 | 2 | 1,346 | 2 |
| Foreign Governments | 222 | — | 186 | — |
| Corporate securities: |  |  |  |  |
| Finance, insurance and real estate | 8,509 | 13 | 8,611 | 14 |
| Manufacturing, construction and mining | 1,241 | 2 | 1,139 | 2 |
| Utilities, energy and related sectors | 3,234 | 5 | 2,971 | 5 |
| Wholesale/retail trade | 3,299 | 5 | 3,210 | 5 |
| Services, media and other | 4,854 | 8 | 4,547 | 8 |
| Hybrid securities | 566 | 1 | 581 | 1 |
| Non-agency residential mortgage-backed securities | 2,862 | 5 | 2,693 | 5 |
| Commercial mortgage-backed securities (a) | 5,340 | 8 | 5,131 | 9 |
| Asset-backed securities ("ABS") (a) | 7,314 | 11 | 10,270 | 17 |
| Collateral loan obligations and loan backed-private obligations ("CLO") (a) | 11,025 | 17 | 5,379 | 9 |
| **Total fixed maturity available for sale securities** | 50,193 | 78 | 46,317 | 77 |
| Equity securities (b) | 341 | 1 | 415 | 1 |
| Limited partnerships: |  |  |  |  |
| Private equity | 1,938 | 3 | 1,830 | 3 |
| Real assets | 734 | 1 | 437 | 1 |
| Credit | 1,355 | 2 | 1,021 | 2 |
| **Limited partnerships** | 4,027 | 6 | 3,288 | 6 |
| Commercial mortgage loans | 2,827 | 4 | 2,404 | 4 |
| Residential mortgage loans | 3,632 | 6 | 2,916 | 5 |
| Other (primarily derivatives, company owned life insurance and unconsolidated owned distribution investments) | 2,328 | 4 | 1,753 | 3 |
| Short term investments | 760 | 1 | 2,410 | 4 |
| **Total investments** | $64,108 | 100% | $59,503 | 100% |
| (a) Balances at June 30, 2025 reflect classifications consistent with the NAIC Principles Based Bond Definition Project effective January 1, 2025. |  |  |  |  |
| (b) Includes investment grade non-redeemable preferred stocks ($202 million and $222 million as of June 30, 2025 and December 31, 2024, respectively). |  |  |  |  |
| (c) Alternative investments include non-direct lending and direct lending securitizations classified as fixed maturity securities, certain limited partnerships and limited liability corporations classified as investments in unconsolidated affiliates and certain COLI classified as other long-term investments |  |  |  |  |

83

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. In light of these statutes and regulations, and our business and investment strategy, we generally seek to invest in primarily high-grade fixed-income assets across a wide range of sectors, including Corporate securities, U.S. Government and government-sponsored agency securities, and Structured securities, among others.

The NAIC’s Securities Valuation Office ("SVO") is responsible for the day-to-day credit quality assessment and valuation of securities owned by state regulated insurance companies. Insurance companies report ownership of securities to the SVO when such securities are eligible for regulatory filings. The SVO conducts credit analysis on these securities for the purpose of assigning an NAIC designation or unit price. Typically, if a security has been rated by a nationally recognized statistical rating organization ("NRSRO"), the SVO utilizes that rating and assigns a NAIC designation based upon the NAIC published comparison of NRSRO ratings to NAIC designations.

The NAIC determines ratings for non-agency residential mortgage backed securities (“RMBS”) and commercial mortgage backed securities using modeling that estimates security level expected losses under a variety of economic scenarios. 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). All NAIC designations (e.g., NAIC 1-6) are based on the NAIC methodologies.

The following table summarizes the credit quality by NRSRO rating, or NAIC designation equivalent, of our fixed income portfolio as of June 30, 2025 and December 31, 2024:

*(Dollars in millions)*

| NRSRO Rating | NAIC Designation | June 30, 2025 Amortized Cost | Fair Value | Fair Value Percent | December 31, 2024 Amortized Cost | Fair Value | Fair Value Percent |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| AAA/AA/A | 1 | $33,850 | $32,035 | 64% | $31,258 | $29,174 | 63% |
| BBB | 2 | 16,948 | 15,998 | 32 | 16,254 | 15,082 | 33 |
| BB | 3 | 1,640 | 1,571 | 3 | 1,591 | 1,538 | 3 |
| B | 4 | 422 | 395 | 1 | 375 | 353 | 1 |
| CCC | 5 | 108 | 78 | — | 100 | 68 | — |
| CC and lower | 6 | 189 | 116 | — | 151 | 102 | — |
| **Total** |  | $53,157 | $50,193 | 100% | $49,729 | $46,317 | 100% |

84

### Investment Concentrations

The tables below present the top ten structured security and industry categories of our fixed maturity and equity securities including the fair value and percent of total fixed maturity and equity securities fair value as of June 30, 2025 and December 31, 2024.

| Top 10 Concentrations | June 30, 2025 Fair Value (In millions) | Percent of Total Fair Value |
| --- | ---: | ---: |
| CLO (a) | $11,025 | 22% |
| ABS (a) | 7,314 | 14 |
| Commercial mortgage backed securities | 5,340 | 10 |
| Diversified financial services | 3,898 | 8 |
| Whole loan collateralized mortgage obligation | 2,775 | 5 |
| Banking | 1,891 | 4 |
| Insurance | 1,826 | 4 |
| Municipal | 1,310 | 3 |
| Electric | 1,299 | 3 |
| Telecommunications | 1,027 | 2 |
| **Total** | $37,705 | 75% |
|  | **December 31, 2024** |  |
| **Top 10 Concentrations** | **Fair Value (In millions)** | **Percent of Total Fair Value** |
| ABS | $10,270 | 22% |
| CLO | 5,379 | 11 |
| Commercial mortgage-backed securities | 5,131 | 11 |
| Diversified financial services | 4,271 | 9 |
| Whole loan collateralized mortgage obligation | 2,635 | 6 |
| Banking | 1,988 | 4 |
| Insurance | 1,761 | 4 |
| Municipal | 1,363 | 3 |
| Electric | 1,229 | 3 |
| Pharmaceuticals | 738 | 1 |
| **Total** | $34,765 | 74% |

(a) Balances at June 30, 2025, reflect classifications consistent with the NAIC Principles Based Bond Definition Project effective January 1, 2025.

The amortized cost and fair value of fixed maturity AFS securities by contractual maturities as of June 30, 2025 and December 31, 2024 are shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations.

*(In millions)*

| Corporate, Non-structured Hybrids, Municipal and Government securities: | June 30, 2025 Amortized Cost | Fair Value | December 31, 2024 Amortized Cost | Fair Value |
| --- | ---: | ---: | ---: | ---: |
| Due in one year or less | $473 | $473 | $525 | $524 |
| Due after one year through five years | 3,636 | 3,641 | 3,634 | 3,589 |
| Due after five years through ten years | 5,055 | 4,993 | 4,930 | 4,756 |
| Due after ten years | 17,064 | 14,453 | 16,675 | 13,880 |
| Subtotal | 26,228 | 23,560 | 25,764 | 22,749 |
| **Other securities, which provide for periodic payments:** |  |  |  |  |
| Asset-backed securities | 18,465 | 18,339 | 15,777 | 15,649 |
| Commercial-mortgage-backed securities | 5,486 | 5,340 | 5,327 | 5,131 |
| Residential mortgage-backed securities | 2,978 | 2,954 | 2,861 | 2,788 |
| Subtotal | 26,929 | 26,633 | 23,965 | 23,568 |
| **Total fixed maturity available-for-sale securities** | $53,157 | $50,193 | $49,729 | $46,317 |

85

### Non-Agency RMBS Exposure

Our investment in non-agency RMBS securities is predicated on the conservative and adequate cushion between purchase price and NAIC 1 rating, general lack of sensitivity to interest rates, positive convexity to prepayment rates and correlation between the price of the securities and the unfolding recovery of the housing market.

The fair value of our investments in subprime securities and Alt-A RMBS securities were $5 million and $43 million as of June 30, 2025, respectively, and $29 million and $44 million as of December 31, 2024, respectively. As of June 30, 2025 and December 31, 2024, approximately 94% and 93%, respectively, of the subprime and Alt-A RMBS exposures were rated NAIC 2 or higher.

### ABS and CLO Exposures

Our ABS exposures are largely diversified by underlying collateral and issuer type. Our CLO exposures are generally senior tranches of CLOs, which have leveraged loans as their underlying collateral.

As of June 30, 2025, the CLO and ABS positions were trading at a net unrealized gain of $91 million and a net unrealized loss of $193 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 as of June 30, 2025 and December 31, 2024. Balances as of June 30, 2025 reflect classifications consistent with the NAIC Principles Based Bond Definition Project effective January 1, 2025.

*(Dollars in millions)*

| NRSRO Rating | NAIC Designation | June 30, 2025 Fair Value | Percent | December 31, 2024 Fair Value | Percent |
| --- | ---: | ---: | ---: | ---: | ---: |
| AAA/AA/A | 1 | $5,556 | 76% | $7,963 | 78% |
| BBB | 2 | 1,512 | 21 | 1,633 | 16 |
| BB | 3 | 177 | 2 | 445 | 4 |
| B | 4 | 7 | — | 183 | 2 |
| CCC | 5 | 7 | — | 8 | — |
| CC and lower | 6 | 55 | 1 | 38 | — |
| **Total** |  | $7,314 | 100% | $10,270 | 100% |

The following table summarizes the credit quality by NRSRO rating, or NAIC designation equivalent, of our AFS CLO portfolio as of June 30, 2025 and December 31, 2024. Balances as of June 30, 2025 reflect classifications consistent with the NAIC Principles Based Bond Definition Project effective January 1, 2025.

*(Dollars in millions)*

| NRSRO Rating | NAIC Designation | June 30, 2025 Fair Value | Percent | December 31, 2024 Fair Value | Percent |
| --- | ---: | ---: | ---: | ---: | ---: |
| AAA/AA/A | 1 | $8,072 | 73% | $3,411 | 63% |
| BBB | 2 | 1,876 | 17 | 1,396 | 26 |
| BB | 3 | 852 | 8 | 524 | 10 |
| B | 4 | 187 | 2 | 10 | — |
| CCC | 5 | — | — | — | — |
| CC and lower | 6 | 38 | — | 38 | 1 |
| **Total** |  | $11,025 | 100% | $5,379 | 100% |

86

### Municipal Bond Exposure

The following table summarizes our municipal bond exposure as of June 30, 2025 and December 31, 2024.

*(Dollars in millions)*

|  | June 30, 2025 Amortized Cost | Fair Value | December 31, 2024 Amortized Cost | Fair Value |
| --- | ---: | ---: | ---: | ---: |
| General obligation bonds | $244 | $205 | $247 | $205 |
| Special revenue bonds | 1,280 | 1,092 | 1,329 | 1,128 |
| Certificate participations | 16 | 13 | 16 | 13 |
| **Total** | $1,540 | $1,310 | $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 June 30, 2025 and December 31, 2024, and is rated NAIC 1 as of June 30, 2025. Our focus within municipal bonds is on NAIC 1 rated instruments, with 97% of our municipal bond exposure rated NAIC 1 as of June 30, 2025 and December 31, 2024.

### Mortgage Loans

#### Commercial Mortgage Loans

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 June 30, 2025 and December 31, 2024, our mortgage loans on real estate portfolio had a weighted average DSC ratio of 2.2 times and 2.3 times, respectively, and a weighted average LTV ratio of 56% and 57%, respectively.

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 June 30, 2025 and December 31, 2024, we had one CML that was delinquent in principal or interest payments. We had no CMLs in the process of foreclosure as of June 30, 2025 and December 31, 2024. See Note D *Investments* to the unaudited Condensed 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

F&G's residential mortgage loans ("RMLs") are primarily closed end, amortizing loans, and 100% of the properties are in the United States. F&G diversifies its RML portfolio by state to attempt to reduce concentration risk. RMLs have a primary credit quality indicator of either a performing or non-performing loan. F&G defines non-performing RMLs as those that are 90 or more days past due and/or in non-accrual status.

Loans are placed on non-accrual status when they are over 90 days delinquent. 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 D *Investments* to the unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information on our RMLs.

### Unrealized Losses

The amortized cost and fair value of the fixed maturity securities and the equity securities that were in an unrealized loss position as of June 30, 2025 and December 31, 2024, were as follows:

*(Dollars in millions)*

| Fixed maturity securities, available for sale: | June 30, 2025 Number of Securities Amortized Cost Allowance for Expected Credit Losses Unrealized Losses Fair Value |
| --- | ---: |
| United States Government full faith and credit | 17 $56 $— $(1) $55 |
| United States Government sponsored agencies | 49 23 — (2) 21 |
| United States municipalities, states and territories | 165 1,413 — (233) 1,180 |
| Foreign Governments | 42 221 — (42) 179 |
| Corporate securities: |  |
| Finance, insurance and real estate | 599 5,054 — (604) 4,450 |
| Manufacturing, construction and mining | 139 1,067 — (147) 920 |
| Utilities, energy and related sectors | 439 2,859 — (518) 2,341 |
| Wholesale/retail trade | 441 2,646 — (461) 2,185 |
| Services, media and other | 559 4,108 — (826) 3,282 |
| Hybrid securities | 36 451 — (25) 426 |
| Non-agency residential mortgage-backed securities | 233 814 — (76) 738 |
| Commercial mortgage-backed securities | 271 1,976 (53) (158) 1,765 |
| Asset-backed securities | 553 5,490 (18) (287) 5,185 |
| **Total fixed maturity available for sale securities** | 3,543 26,178 (71) (3,380) 22,727 |
| Equity securities | 23 301 — (85) 216 |
| **Total investments** | 3,566 $26,479 $(71) $(3,465) $22,943 |
|  | **December 31, 2024** |
|  | **Number of Securities** **Amortized Cost** **Allowance for Expected Credit Losses** **Unrealized Losses** **Fair Value** |
| Fixed maturity securities, available for sale: | **(Dollars in millions)** |
| United States Government full faith and credit | 29 $106 $— $(3) $103 |
| United States Government sponsored agencies | 64 92 — (4) 88 |
| United States municipalities, states and territories | 176 1,476 — (249) 1,227 |
| Foreign Governments | 43 224 — (45) 179 |
| Corporate securities: |  |
| Finance, insurance and real estate | 840 6,596 — (728) 5,868 |
| Manufacturing, construction and mining | 156 1,173 — (161) 1,012 |
| Utilities, energy and related sectors | 477 3,000 — (542) 2,458 |
| Wholesale/retail trade | 523 3,111 — (497) 2,614 |
| Services, media and other | 640 4,679 — (874) 3,805 |
| Hybrid securities | 31 515 — (29) 486 |
| Non-agency residential mortgage-backed securities | 314 1,370 — (101) 1,269 |
| Commercial mortgage-backed securities | 344 2,552 (41) (200) 2,311 |
| Asset-backed securities | 355 4,148 (11) (317) 3,820 |
| **Total fixed maturity available for sale securities** | 3,992 29,042 (52) (3,750) 25,240 |
| Equity securities | 31 363 — (87) 276 |
| **Total investments** | 4,023 $29,405 $(52) $(3,837) $25,516 |

88

The gross unrealized loss position on the fixed maturity available-for-sale fixed and equity portfolio was $3,465 million and $3,837 million as of June 30, 2025 and December 31, 2024, respectively. Most components of the portfolio exhibited price appreciation caused primarily by lower treasury rates. The total amortized cost of all securities in an unrealized loss position was $26,479 million and $29,405 million as of June 30, 2025 and December 31, 2024, respectively. The average market value/book value of the investment category with the largest unrealized loss position was 80% and 81% for services, media and other for June 30, 2025 and December 31, 2024, respectively. In the aggregate, services, media and other represented 24% and 23% of the total unrealized loss position for June 30, 2025 and December 31, 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 June 30, 2025 and December 31, 2024, were as follows:

*(Dollars in millions)*

| Investment grade: | June 30, 2025 Number of Securities Amortized Cost Fair Value Allowance for Credit Loss Gross Unrealized Losses |
| --- | ---: |
| Less than six months | 3 $1 $1 $— $— |
| Six months or more and less than twelve months | 3 28 27 — (1) |
| Twelve months or greater | 92 1,198 771 — (427) |
| Total investment grade | 98 1,227 799 — (428) |
| **Below investment grade:** |  |
| Less than six months | 2 26 6 (20) — |
| Six months or more and less than twelve months | — — — — — |
| Twelve months or greater | 10 173 123 — (50) |
| Total below investment grade | 12 199 129 (20) (50) |
| **Total** | 110 $1,426 $928 $(20) $(478) |
|  | **December 31, 2024** |
|  | **Number of Securities** **Amortized Cost** **Fair Value** **Allowance for Credit Loss** **Gross Unrealized Losses** |
| **Investment grade:** | **(Dollars in Millions)** |
| Less than six months | 8 $54 $52 $— $(2) |
| Six months or more and less than twelve months | — — — — — |
| Twelve months or greater | 107 1,443 959 — (484) |
| Total investment grade | 115 1,497 1,011 — (486) |
| **Below investment grade:** |  |
| Less than six months | — — — — — |
| Six months or more and less than twelve months | — — — — — |
| Twelve months or greater | 5 82 51 — (31) |
| Total below investment grade | 5 82 51 — (31) |
| **Total** | 120 $1,579 $1,062 $— $(517) |

89

### Expected Credit Losses and Watch List

F&G prepares a watch list to identify securities to evaluate for expected credit losses. Factors used in preparing the watch list include fair values relative to amortized cost, ratings and negative ratings actions and other factors. 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.

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

There were 65 and 45 structured securities with a fair value of $131 million and $146 million to which we had potential credit exposure as of June 30, 2025 and December 31, 2024, respectively. Our analysis of these structured securities, which included cash flow testing, resulted in allowances for expected credit losses of $77 million and $62 million as of June 30, 2025 and December 31, 2024, respectively.

### Exposure to Sovereign Debt and Certain Other Exposures

Our investment portfolio had an immaterial amount of direct exposure to European sovereign debt as of June 30, 2025 and December 31, 2024, respectively. We have no exposure to investments in Russia or Ukraine and de minimis investments in peripheral countries in the region.

### Interest and Investment Income

For discussion regarding our interest and investment income and recognized gains and (losses), net refer to Note D *Investments* to the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.

### 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 June 30, 2025 and December 31, 2024, refer to Note D *Investments* to the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.

### Concentrations of Financial Instruments

For certain information regarding our concentrations of financial instruments, refer to Note D *Investments* to the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.

### Derivatives

We are exposed to credit loss in the event of non-performance by our counterparties on derivative instruments. We attempt to reduce this credit risk by purchasing such derivative instruments from large, well-established financial institutions.

We also hold cash and cash equivalents received from counterparties for derivative instrument collateral, as well as U.S. Government securities pledged as derivative instrument collateral, if our counterparty’s net exposures exceed pre-determined thresholds.

We are required to pay counterparties the effective federal funds rate each day for cash collateral posted to F&G for daily mark to market margin changes. 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 unaudited Condensed Consolidated Balance Sheets.

See Note E *Derivative Financial Instruments* to the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information regarding our derivatives and our exposure to credit loss on derivatives.

### Corporate and Other

The Corporate and Other segment consists of the operations of the parent holding company and our real estate technology subsidiaries. This segment also includes certain other unallocated corporate overhead expenses and eliminations of revenues and expenses between it and our Title segment.

The following table presents the results of operations of our Corporate and Other segment:

*(In millions)*

| Revenues: | Three months ended June 30, 2025 | 2024 | Six months ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Escrow, title-related and other fees | $45 | $39 | $80 | $95 |
| Interest and investment income | 37 | 39 | 76 | 77 |
| Recognized gains and losses, net | 4 | 4 | 5 | 4 |
| Total revenues | 86 | 82 | 161 | 176 |
| Expenses: |  |  |  |  |
| Personnel costs | 41 | 30 | 72 | 73 |
| Other operating expenses | 32 | 30 | 55 | 56 |
| Depreciation and amortization | 7 | 7 | 14 | 15 |
| Interest expense | 20 | 19 | 40 | 38 |
| Total expenses | 100 | 86 | 181 | 182 |
| Loss from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates | $(14) | $(4) | $(20) | $(6) |

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

Total revenues in the Corporate and Other segment increased $4 million, or 5%, in the three months ended June 30, 2025 and decreased $15 million, or 9% in the six months ended June 30, 2025 from the corresponding periods in 2024. The increase in the three months ended June 30, 2025 from the corresponding period in 2024 is primarily attributable to an increase in valuations associated with our deferred compensation plan assets of $7 million, partially offset by various immaterial items. The decrease in the six months ended June 30, 2025 from the corresponding period in 2024 is primarily attributable to a decrease in valuations associated with our deferred compensation plan assets of $11 million and various other immaterial items. Interest and investment income includes dividends received from F&G of $28 million and $56 million in the three and six months ended June 30, 2025, respectively, and $27 million and $54 million in the three and six months ended June 30, 2024, respectively. The dividends received from F&G are eliminated upon consolidation.

Personnel costs in the Corporate and Other segment increased $11 million, or 37%, in the three months ended June 30, 2025, and decreased $1 million, or 1% in the six months ended June 30, 2025 from the corresponding periods in 2024. The increase in the three months ended June 30, 2025 from the corresponding period in 2024 is primarily attributable to the aforementioned increase in valuations associated with our deferred compensation plan assets of $7 million, which increased both revenue and personnel costs.

Other operating expenses in the Corporate and Other segment increased $2 million, or 7%, in the three months ended June 30, 2025 and decreased $1 million, or 2% in the six months ended June 30, 2025 from the corresponding periods in 2024. The fluctuations in the three and six months ended June 30, 2025 from the corresponding periods in 2024 are attributable to various immaterial items.

### Liquidity and Capital Resources

*Cash Requirements.* Our current cash requirements include personnel costs, operating expenses, claim payments, taxes, payments of interest and principal on our debt, capital expenditures, business acquisitions, stock repurchases, and dividends on our common stock. We paid dividends of $0.50 per share in the second quarter of 2025, or approximately $135 million to our common shareholders. On August 6, 2025, our Board of Directors declared cash dividends of $0.50 per share, payable on September 30, 2025, to FNF common shareholders of record as of September 16, 2025. There are no restrictions on our retained earnings regarding our ability to pay dividends to our shareholders, although there are limits on the ability of certain subsidiaries to pay dividends to us, as described below. The declaration of any future dividends is at the discretion of our Board of Directors.

As of June 30, 2025, we had cash and cash equivalents of $3,272 million, short term investments of $1,451 million, available capacity under our Revolving Credit Facility of $800 million, and available capacity under the Amended F&G Credit agreement of $750 million. 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. F&G is using the net proceeds of this offering for general corporate purposes, including the repurchase, redemption or repayment at maturity of outstanding indebtedness. On February 1, 2025, F&G redeemed the outstanding $300 million aggregate principal amount of its 5.50% Senior Notes due May 1, 2025. The notes were redeemed for a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest to, but excluding, the redemption date. 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, for net proceeds of $269 million. 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. 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. We believe that all anticipated cash requirements for current operations will be met from internally generated funds, through cash dividends from subsidiaries, cash generated by investment securities, potential sales of non-strategic assets, potential issuances of additional debt or equity securities, and borrowings on our Revolving Credit Facility. Our short-term and long-term liquidity requirements are monitored regularly to ensure that we can meet our cash requirements. We forecast the needs of all of our subsidiaries and periodically review their short-term and long-term projected sources and uses of funds, as well as the asset, liability, investment, and cash flow assumptions underlying such forecasts.

Our insurance subsidiaries generate cash from premiums earned and their respective investment portfolios, and these funds are adequate to satisfy the payments of claims and other liabilities. Due to the magnitude of our investment portfolio in relation to our title claim loss reserves, we do not specifically match durations of our investments to the cash outflows required to pay claims, but do manage outflows on a shorter time frame.

Our two significant sources of internally generated funds are dividends and other payments from our subsidiaries. As a holding company, we receive cash from our subsidiaries in the form of dividends and as reimbursement for operating and other administrative expenses we incur. The reimbursements are paid within the guidelines of management agreements among us and our subsidiaries. Our insurance subsidiaries are restricted by state regulation in their ability to pay dividends and make distributions. Each applicable state of domicile regulates the extent to which our title underwriters can pay dividends or make other distributions. As of December 31, 2024, $1,141 million of our net assets were restricted from dividend payments without prior approval from the relevant departments of insurance. We anticipate that our title insurance subsidiaries will pay or make dividends in the remainder of 2025 of approximately $253 million. Our underwritten title companies and non-insurance subsidiaries are not regulated to the same extent as our insurance subsidiaries.

The maximum dividend permitted by law is not necessarily indicative of an insurer’s actual ability to pay dividends, which may be constrained by business and regulatory considerations, such as the impact of dividends on surplus, which could affect an insurer’s ratings or competitive position, the amount of premiums that can be written, and the ability to pay future dividends. Further, depending on business and regulatory conditions, we may in the future need to retain cash in our underwriters or even contribute cash to one or more of them in order to maintain their ratings or their statutory capital position. Such a requirement could be the result of investment losses, reserve charges, adverse operating conditions in the current economic environment, or changes in statutory accounting requirements by regulators.

Cash flow from our operations will be used for general corporate purposes including to reinvest in operations, repay debt, pay dividends, repurchase stock, pursue other strategic initiatives, and/or conserve cash.

*Operating Cash Flow*. Our cash flows provided by operations for the six months ended June 30, 2025 and 2024 totaled $3,011 million and $2,954 million, respectively. The increase in cash provided by operating activities in the 2025 period of $57 million is primarily attributable to increased net cash inflows associated with net earnings of $265 million, reduced net cash outflows associated with the change in other assets and other liabilities of $240 million and various other individually immaterial items, partially offset by reduced net cash inflows associated with the change in future policy benefits of $270 million, reduced net cash inflows associated with the change in derivative collateral liabilities of $126 million and net cash outflows associated with the change in income taxes of $52 million in the 2025 period as compared to net cash inflows associated with the change in income taxes of $79 million in the 2024 period.

*Investing Cash Flows.* Our cash flows used in investing activities for the six months ended June 30, 2025 and 2024 were $4,268 million and $3,021 million, respectively. The increase in cash used in investing activities in the 2025 period of $1,247 million was primarily attributable to increased cash outflows for purchases of investment securities of $3,974 million and increased cash outflows for additional investments in unconsolidated affiliates of $418 million, partially offset by increased cash inflows from proceeds from sales, calls and maturities of investment securities of $2,274 million, increased cash inflows from net proceeds from sales and maturities of short-term investment securities of $481 million and reduced cash outflows for acquisitions of $331 million.

*Capital Expenditures.* Total capital expenditures for property and equipment and capitalized software were $75 million and $76 million for the three and six months ended June 30, 2025 and 2024, respectively.

*Financing Cash Flows.* Our cash flows provided by financing activities for the six months ended June 30, 2025 and 2024 were $1,050 million and $2,190 million, respectively. The decrease in cash provided by financing activities in the 2025 period of $1,140 million was primarily attributable to increased cash outflows for contractholder withdrawals of $663 million, reduced cash inflows from contractholder deposits of $396 million, reduced cash inflows from debt offerings of $175 million and increased purchases of treasury stock of $178 million, partially offset by increased cash inflows associated with the change in secured trust deposits of $224 million and cash inflows from the F&G common stock offering of $117 million.

*Financing Arrangements.* For a description of our financing arrangements see Note G *Notes Payable* included in Item 8 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2024.

*Capital Stock Transactions*. 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 repurchased 3,270,000 shares of FNF common stock under the 2024 Repurchase Program during the six months ended June 30, 2025 for approximately $184 million, at an average price of $56.18. Subsequent to June 30, 2025 and through market close on August 6, 2025, we repurchased a total of 91,224 shares for approximately $5 million, at an average price of $57.20 under this program.

*Equity and Preferred Security Investments.* Our equity and preferred security investments may be subject to significant volatility. Currently prevailing accounting standards require us to record the change in fair value of equity and preferred security investments held as of any given period end within earnings. Our results of operations in future periods are anticipated to be subject to such volatility.

*Off-Balance Sheet Arrangements.* Other than our unfunded investment commitments discussed below, there have been no significant changes to our off-balance sheet arrangements since our Annual Report on Form 10-K for the year ended December 31, 2024.

We have unfunded investment commitments as of June 30, 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 F *Commitments and Contingencies* to the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional details on unfunded investment commitments.

## Market risk

As filed, 137 characters.

There have been no material changes in the market risks described in our Annual Report on Form 10-K for the year ended December 31, 2024.

## Controls and procedures

As filed, 1,263 characters.

As of the end of the period 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 Securities Exchange Act of 1934, as amended. 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 Securities Exchange Act of 1934 is: (a) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms; and (b) accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting that occurred during the three and six months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 14,395 characters.

In addition to the information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the "Risk Factors" disclosed under "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024. You should be aware that these risk factors and other information may not describe every risk facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

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

State insurance regulators, the NAIC and federal regulators continually reexamine existing laws and regulations and may impose changes in the future. New interpretations of existing laws and the passage of new legislation may harm our ability to sell new policies, increase our claims exposure on policies we issued previously and adversely affect our profitability and financial strength. We are also subject to the risk that compliance with any particular regulator’s interpretation of a legal or accounting issue may not result in compliance with another regulator’s interpretation of the same issue, particularly when compliance is judged in hindsight. Regulators and other authorities have the power to bring administrative or judicial proceedings against us, which could result in, among other things, suspension or revocation of our licenses, cease and desist orders, fines, civil penalties, criminal penalties or other disciplinary action, which could materially harm our results of operations and financial condition.

We cannot predict what form any future changes in these or other areas of regulation affecting the insurance industry might take or what effect, if any, such proposals might have on us if enacted into law. In addition, because our activities are relatively concentrated in a small number of lines of business, any change in law or regulation affecting one of those lines of business could have a disproportionate impact on us as compared to other more diversified insurance companies.

#### State Regulation

Our business is subject to government regulation in each of the states in which we conduct business and is concerned primarily with the protection of policyholders and other customers rather than shareholders. Such regulation is vested in state agencies having broad administrative and discretionary authority, which may include, among other things, premium rates and increases thereto, underwriting practices, reserve requirements, marketing practices, advertising, privacy, policy forms, reinsurance reserve requirements, acquisitions, mergers and capital adequacy. At any given time, we and our insurance subsidiaries may be the subject of a number of ongoing financial or market conduct, audits or inquiries. From time to time, regulators raise issues during such examinations or audits that could have a material impact on our business.

Under insurance guaranty fund laws in most states, insurance companies doing business therein can be assessed up to prescribed limits for policyholder losses incurred by insolvent companies. We cannot predict the amount or timing of any such future assessments and therefore the liability we have established for these potential assessments may not be adequate. In addition, regulators may change their interpretation or application of existing laws and regulations such as the case with broadening the scope of carriers that must contribute towards Long Term Care insolvencies.

#### NAIC

Although our business is subject to regulation in each state in which we conduct business, in many instances the state regulatory models emanate from the NAIC. Some of the NAIC pronouncements, particularly as they affect accounting issues, take effect automatically in the various states without affirmative action by the states. Statutes, regulations and interpretations may be applied with retroactive impact, particularly in areas such as accounting and reserve requirements. The NAIC continues to work to reform state regulation in various areas, including comprehensive reforms relating to cybersecurity regulations, best interest standards, RBC and life insurance reserves.

Our insurance subsidiaries are subject to minimum capitalization requirements based on RBC formulas for life insurance companies that establish capital requirements relating to insurance, business, asset, interest rate and certain other risks. Changes to statutory reserve or RBC requirements may increase the amount of reserves or capital our insurance companies are required to hold and may impact our ability to pay dividends. In addition, changes in statutory reserve or risk-based capital requirements may adversely impact our financial strength ratings. Changes currently under consideration include adding an operational risk component, factors for asset credit risk and group wide capital calculations.

*Regulations under the Employee Retirement Income Security Act of 1974 ("ERISA"), including the United States Department of Labor’s (“DOL”) implementation of the “fiduciary rule.”*

The prohibited transaction rules of ERISA and the Internal Revenue Code of 1986, as amended (the “Code”) generally restrict the provision of investment advice to ERISA plans and participants and IRA owners, if the investment recommendation results in fees paid to the individual advisor, his or her firm, or their affiliates, which vary according to the investment recommendation chosen. In recent years, the DOL has issued or proposed several regulations that increase the level of disclosure that must be provided to plan sponsors and participants. These ERISA disclosure requirements could increase the Company’s regulatory and compliance burden, resulting in increased costs.

In December 2020, the DOL issued its final version of an investment advice rule replacing the previous “Fiduciary Rule” that had been challenged by industry participants and vacated in March 2018 by the United States Fifth Circuit Court of Appeals. The new investment advice rule reinstates the five-part test for determining whether a person is considered a fiduciary for purposes of ERISA and the Code, and sets forth a new exemption, referred to as prohibited transaction class exemption (“PTE”) 2020-02. The rule’s preamble also contains the DOL’s reinterpretation of elements of the five-part test that appears to encompass more insurance agents selling IRA products and withdraws the DOL’s longstanding position that rollover recommendations out of employer plans are not subject to ERISA. The new rule took effect on February 16, 2021. The DOL left in place PTE 84-24, which is a longstanding class exemption providing prohibited transaction relief for insurance agents selling annuity products, provided that certain disclosures are made to the plan fiduciary, which is the policyholder in the case of an IRA, and certain other conditions are met. Among other things, these disclosures include the agent’s relationship to the insurer and commissions received in connection with the annuity sale. We, along with FGL Insurance and FGL NY Insurance, designed and launched a compliance program in January 2022 requiring all agents selling IRA products to submit an acknowledgment with each IRA application indicating the agent has satisfied PTE 84-24 requirements on a precautionary basis in case the agent acted or is found to have acted as a fiduciary.

On April 23, 2024, following previous attempts to expand fiduciary regulation for advisers, the DOL released a new rule, the “New Fiduciary Rule”, which significantly broadens the definition of “fiduciary” under ERISA and Section 4975 when advisers provide investment recommendations to plans subject to ERISA and Section 4975 of the Code. Among other requirements, the New Fiduciary Rule provides that any person will be an investment advice fiduciary if such person provides investment advice or makes an investment recommendation to a retirement investor (i.e., a plan, a discretionary plan fiduciary, a plan participant or beneficiary, an IRA, an IRA owner or beneficiary, or an IRA fiduciary) for a fee or other compensation, the person makes professional investment recommendations to investors on a regular basis as part of their business, and the recommendation is provided under circumstances that would indicate to a reasonable investor in like circumstances that the recommendation is based on a review of the particular needs or individual investor circumstances of the retirement investor, reflects the application of professional or expert judgment to the retirement investor’s particular needs or individual circumstances, and may be relied upon by the retirement investor as intended to advance the retirement investor’s best interest. Unlike the current ERISA standard, the New Fiduciary Rule subjects non-discretionary investment advice to retirement plans and accounts under the care and loyalty standards that also apply to investment advisors with discretionary authority or control over such plans and accounts. In addition, on the same date, the DOL issued amended versions of PTE 2020-02 and PTE 84-24, either or both of which provide prohibited transaction exemptive relief to insurance companies and insurance producers who make insurance product recommendations to retirement investors, subject to certain conditions. The New Fiduciary Rule likely means that certain of the Company’s agents will be considered fiduciaries for purposes of ERISA and the Code, subjecting the Company, and the insurance industry on the whole, to greater regulatory risk.

The DOL’s New Fiduciary Rule, which was scheduled to become effective on September 23, 2024, has been challenged. On July 25, 2024, in the case of *Federation of Americans for Consumer Choice, Inc., et al. v. United States Department of Labor, et al., (“*Federation of Americans”) the United States District Court for the Eastern District of Texas issued an order staying the effective date of the DOL’s New Fiduciary Rule (and related amendments to PTE 84-24) that was issued in March 2024. The District Court, in part relying on the Supreme Court’s recent ruling in *Loper Bright Enterprises v. Raimondo*, found that the plaintiffs (primarily insurance agents) were likely to succeed on their arguments that the New Final Rule improperly expanded the definition of an “investment advice fiduciary” under ERISA. As a result, the New Final Rule’s original effective date of September 23, 2024 was delayed until further notice.

In addition, on July 26, 2024, a companion case to *Federation of Americans* filed in the United States District Court for the Northern District of Texas, *American Council of Life Insurers, et al. v. United States Dep’t of Labor, et al.,* held the remaining PTE amendments included in the New Final Rule (PTEs 2020-02, 75-1, 77-4, 80-83, 83-1 and 86-128) that were not challenged in *Federation of Americans* were also stayed, noting that the Northern District fully agreed with the Eastern District’s analysis and decision to stay the effective date of the New Final Rule.

On September 20, 2024, the DOL appealed both rulings to the Fifth Circuit Court of Appeals. In early 2025, the DOL filed successive unopposed motions to hold the appeals in abeyance to allow new agency officials time to become familiar with the issues in these cases and determine how they wish to proceed. The motions were granted so the appeals are in abeyance. A Fifth Circuit reversal of the Texas District Court rulings could have harmful effects on the insurance industry, creating additional hurdles to operate our business.

We cannot predict the final outcome of the pending litigation regarding the New Fiduciary Rule, however, management believes these current and emerging developments relating to market conduct standards for the financial services industry may, over time, materially affect the way in which our agents do business, the role of IMOs, sale of IRA products including IRA-to-IRA and employer plan rollovers, how we supervise our distribution force, compensation practices and liability exposure and costs, all of which could adversely impact our business, results of operations and/or financial condition. In addition to implementing the compliance procedures described above, management is monitoring further developments closely and will be working with IMOs and distributors to adapt to these evolving regulatory requirements and risks.

#### Bermuda and Cayman Islands Regulation

Our business is subject to regulation in Bermuda and the Cayman Islands, including the BMA and the CIMA. These regulations may limit or curtail our activities, including activities that might be profitable, and changes to existing regulations may affect our ability to continue to offer our existing products and services, or new products and services we may wish to offer in the future.

Our reinsurance subsidiary, F&G Life Re, is registered in Bermuda under the Bermuda Insurance Act and subject to the rules and regulations promulgated thereunder. The BMA has sought regulatory equivalency, which enables Bermuda’s commercial insurers to transact business with the European Union on a “level playing field.” In connection with its initial efforts to achieve equivalency under the European Union’s Directive (2009/138/EC) (“Solvency II”), the BMA implemented and imposed additional requirements on the companies it regulates. The European Commission in 2016 granted Bermuda’s commercial insurers full equivalence in all areas of Solvency II for an indefinite period of time.

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

There have been no material changes as of the date of this Quarterly Report on Form 10-Q to the risk factors disclosed in “Item 1A. Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2024 other than those described above.

Filed Aug 7, 2025.
Source: SEC EDGAR, the filing index for accession 0001331875-25-000055. Last ingested by Listed: Nov 6, 2026, 16:51 ET. No prices; not investment advice.