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Fidelity National Financial, Inc.: Form 10-Q for the period ended Mar 31, 2026

Filed with the SEC on May 8, 2026 and accepted by EDGAR at May 8, 2026, 20:03 ET.

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Management's discussion and analysis

As filed, 90,761 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

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 conflicts; consumer spending; government spending; government shutdowns; 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, 2025 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, 2025.

Overview

For a description of our business, including descriptions of recent business developments, see the discussion in Note A Basis of Financial Statements in the 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.

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 April 20, 2026, estimates (actual for fiscal year 2025) the size of the U.S. residential mortgage originations market as shown in the following table for 2025 - 2028 in its "Mortgage Finance Forecast" (in trillions):

2028 2027 2026 2025
Purchase originations $1.5 $1.5 $1.4 $1.3
Refinance originations $0.7 $0.7 $0.8 $0.7
Total U.S. mortgage originations forecast $2.2 $2.2 $2.2 $2.0

As of April 20, 2026, the MBA expects residential purchase originations to increase in 2026 and 2027, and remain flat in 2028, and expects residential refinance originations to increase in 2026, decrease in 2027 and remain flat in 2028. Overall mortgage originations are expected to increase in 2026 and remain flat in 2027 and 2028.

Following a decline in inflation in 2024, the Federal Reserve reduced the target range for the federal funds rate to 4.25%–4.50%, where it remained as of March 31, 2025. After additional rate cuts during 2025, the Federal Reserve maintained the federal funds rate at a target range of 3.50%–3.75% as of March 31, 2026. Average interest rates for a 30-year fixed rate mortgage were 6.1% for the three months ended March 31, 2026, as compared to 6.8% for the corresponding period in 2025.

A shortage in the supply of homes for sale, increasing home prices, high mortgage interest rates, disrupted labor markets including the potential for rising unemployment, government shutdowns, changes in U.S. trade policies, including tariffs and geopolitical uncertainties associated with international conflicts created some volatility in the residential real estate market in 2025, which has continued into 2026. Existing-home sales declined 1% in March 2026 as compared to the corresponding period in 2025, while median existing-home sales prices increased to $408,800, or approximately 1%, from the corresponding period in 2025.

Other economic indicators used to measure the health of the U.S. economy, including the unemployment rate, have remained strong. The unemployment rate was 4.3% and 4.2% in March 2026 and 2025, respectively.

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 months ended March 31, 2026 as compared to the corresponding period in 2025.

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 2026. These factors include, among others, consumer spending, business investment, government spending, government shutdown, the volatility and strength of the capital markets, investor and consumer confidence, foreign currency exchange rates, commodity prices, inflation levels, changes in trade policy, tariffs and trade sanctions on goods, trade wars, United States-China relations, and supply chain disruptions.

In light of increasing uncertainty in the markets we serve, we are unable to predict how long the current environment will last or the significance of the financial and operational impacts to us. To enhance the attractiveness and profitability of our products and services, we continually monitor the behavior of our customers, as evidenced by annuitization rates and lapse rates, which vary in response to changes in market conditions. See “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 26, 2026, for further discussion of risk factors that could affect market conditions.

Interest Rate Environment

As of March 31, 2026 and December 31, 2025, our reserves, net of reinsurance, and weighted average crediting rate on our fixed rate annuities were $6.1 billion and 4.76% and $6.4 billion and 4.84%, 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, 2025 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 continue to increase demand for retirement savings, growth, and income solutions, including demand for our indexed annuity and indexed universal life (“IUL”) products. We serve a growing retirement population, with more than 11,000 Americans turning 65 every day and a projected 30% increase in people age 65-100 over the next 25 years according to the U.S. Census Bureau. The impact of this growth may be offset to some extent by asset outflows as an increasing percentage of the population begins withdrawing assets to convert their savings into income.

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 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 $127 billion of sales in 2025 and the registered index-linked annuities ("RILA") market grew from $17 billion of sales in 2019 to $76 billion of sales in 2025. Additionally, this market demand has positively impacted the IUL market as it has expanded from $100 million of annual sales in 2002 to $3 billion of annual sales in 2025.

See Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2025 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, 2025 are those we consider critical in preparing our unaudited Condensed Consolidated Financial Statements. There were no changes to the Company’s critical accounting policies or estimates during the three months ended March 31, 2026. 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.

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 March 31, 2026 2025
Direct title insurance premiums $583 $510
Agency title insurance premiums 788 681
Escrow, title-related and other fees 1,111 1,065
Interest and investment income 822 760
Recognized gains and losses, net (78) (287)
Total revenues 3,226 2,729
Expenses:
Benefits and other changes in policy reserves 484 524
Personnel costs 827 770
Agent commissions 608 528
Other operating expenses 398 377
Market risk benefit losses (gains) 73 109
Depreciation and amortization 215 196
Provision for title claim losses 62 54
Interest expense 61 60
Total expenses 2,728 2,618
Earnings before income taxes and equity in earnings of unconsolidated affiliates 498 111
Income tax expense 175 29
Equity in earnings of unconsolidated affiliates (2) 1
Net earnings $321 $83

Revenues

Total revenues increased by $497 million in the three months ended March 31, 2026 compared to the corresponding period in 2025.

Net earnings increased by $238 million in the three months ended March 31, 2026 compared to corresponding period in 2025.

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 $175 million and $29 million in the three months ended March 31, 2026 and 2025, respectively. Income tax expense attributable to increases in our valuation allowance were $17 million and $4 million in the three months ended March 31, 2026 and 2025, respectively. Income tax expense as a percentage of earnings before income taxes was 35% and 26% in the three months ended March 31, 2026 and 2025, respectively. The increase in income tax expense as a percentage of earnings before taxes in the three months ended March 31, 2026 as compared to the corresponding period in 2025 is primarily attributable to the adjustment to the deferred tax liability for the outside basis difference in our investment in F&G, as well as F&G's outside basis difference in F&G Life Re in the three months ended March 31, 2026.

The Organization for Economic Cooperation and Development has developed guidance known as the Global Anti-Base Erosion Pillar Two minimum tax rules, or Pillar Two, which generally provide for a minimum effective tax rate of 15% and are intended to apply to tax years beginning in 2024. As of March 31, 2026, based on the countries in which we do business that have enacted legislation, the Company does not expect these rules to have a material impact on our income tax provision.

On July 4, 2025, Public Law 119-21, popularly known as 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 application of the OBBBA tax provisions did not result in material changes to the Company's total income tax expense or effective tax rate for the three months ended March 31, 2026.

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 March 31, 2026 2025
Direct title insurance premiums $583 $510
Agency title insurance premiums 788 681
Escrow, title-related and other fees 588 525
Interest and investment income 91 83
Recognized gains and losses, net (46) (25)
Total revenues 2,004 1,774
Expenses:
Personnel costs 748 672
Agent commissions 608 528
Other operating expenses 340 313
Depreciation and amortization 35 36
Provision for title claim losses 62 54
Total expenses 1,793 1,603
Earnings before income taxes and equity in earnings of unconsolidated affiliates $211 $171
Orders opened by direct title operations (in thousands) 389 343
Orders closed by direct title operations (in thousands) 234 201
Fee per file (in dollars) $3,655 $3,761

Total revenues for the Title segment increased by $230 million, or 13%, in the three months ended March 31, 2026 from the corresponding period in 2025.

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

(Dollars in millions)

Three months ended March 31, 2026 % of Total 2025 % of Total
Title premiums from direct operations $583 43% $510 43%
Title premiums from agency operations 788 57 681 57
Total title premiums $1,371 100% $1,191 100%

Title premiums increased by $180 million, or 15%, in the three months ended March 31, 2026 from the corresponding period in 2025. The increase was comprised of an increase in Title premiums from direct operations of $73 million, or 14%, and an increase in Title premiums from agency operations of $107 million, or 16%.

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 March 31, 2026 2025
Opened title insurance orders from purchase transactions (1) 67% 75%
Opened title insurance orders from refinance transactions (1) 33 25
100% 100%
Closed title insurance orders from purchase transactions (1) 63% 75%
Closed title insurance orders from refinance transactions (1) 37 25
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 months ended March 31, 2026 from the corresponding period in 2025. 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 months ended March 31, 2026 from the corresponding period in 2025. Total closed order volume was 234,000 in the three months ended March 31, 2026 compared to 201,000 in the three months ended March 31, 2025. This represented an overall increase of 16% in the three months ended March 31, 2026 from the corresponding period in 2025. The increase was primarily attributable to higher housing inventory in the three months ended March 31, 2026 as compared to the corresponding period in 2025.

Total opened title insurance order volumes increased in the three months ended March 31, 2026 from the corresponding period in 2025.

The average fee per file in our direct operations was $3,655 in the three months ended March 31, 2026, compared to $3,761 in the three months ended March 31, 2025. The decrease in average fee per file in the three months ended March 31, 2026 as compared to the corresponding period in 2025 reflects an increased proportion of refinance transactions relative to total closed order volume. 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 $107 million, or 16%, in the three months ended March 31, 2026 from the corresponding period in 2025.

Escrow, title-related and other fees increased by $63 million, or 12%, in the three months ended March 31, 2026 from the corresponding period in 2025. Escrow and title-related fees increased by $22 million, or 12%, in the three months ended March 31, 2026 from the corresponding period in 2025. The increase in escrow and title-related fees in the three months ended March 31, 2026 as compared to the corresponding period in 2025 is primarily attributable to increased closed order volume. Other fees, excluding escrow and title-related fees, increased by $41 million, or 12%, in the three months ended March 31, 2026. The increases in Other fees, excluding escrow and title-related fees, in the three months ended March 31, 2026 as compared to the corresponding period in 2025 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 months ended March 31, 2026 as compared to the corresponding period in 2025.

Net recognized losses were $46 million and $25 million in the three months ended March 31, 2026 and 2025, respectively. The fluctuations in recognized gains and losses, net in the three months ended March 31, 2026 as compared to the corresponding period in 2025, 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 $76 million, or 11%, in the three months ended March 31, 2026 from the corresponding period in 2025. The increase is due to increased health insurance claims, inflationary salary increases, and increased variable costs from the increase in revenues in the three months ended March 31, 2026 as compared to the corresponding period in 2025. Personnel costs as a percentage of total revenues from direct title premiums and escrow, title-related and other fees were 64% and 65% for the three months ended March 31, 2026 and 2025, respectively. Average employee count in the Title segment was 22,854 and 21,399 in the three months ended March 31, 2026 and 2025, respectively.

Other operating expenses increased by $27 million, or 9%, in the three months ended March 31, 2026 from the corresponding period in 2025. Other operating expenses as a percentage of total revenue excluding agency premiums, interest and investment income, and recognized gains and losses were 29% and 30% in the three months ended March 31, 2026 and 2025, respectively.

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:

Three months ended March 31,
2026% 2025%
(Dollars in millions)
Agent premiums $788 100% $681 100%
Agent commissions 608 77% 528 78%
Net retained agent premiums $180 23% $153 22%

The claim loss provision for title insurance was $62 million and $54 million for the three months ended March 31, 2026 and 2025, 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 unearned revenue liabilities (“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 value of business acquired (“VOBA”), deferred acquisition costs (“DAC”) and deferred sales inducements (“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 and foreign exchange rate fluctuations on our earnings associated with our floating rate and foreign currency denominated investments, we execute pay-float and receive-fixed interest rate swaps and utilize foreign currency swaps.

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 months ended March 31, 2026 and 2025 were as follows:

(In millions)

Revenues Three months ended March 31, 2026 2025
Life insurance premiums and other fees $479 $489
Interest and investment income 723 666
Owned distribution revenues 17 16
Recognized gains and losses, net (32) (263)
Total revenues 1,187 908
Benefits and expenses
Benefits and other changes in policy reserves 484 524
Market risk benefit losses 73 109
Depreciation and amortization 173 153
Personnel costs 60 67
Other operating expenses 33 41
Interest expense 41 40
Total benefits and expenses 864 934
Earnings (loss) before income taxes and equity in earnings of unconsolidated affiliates $323 $(26)

69

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:

(In millions)

Three months ended March 31, 2026 2025
Life-contingent pension risk transfer premiums $324 $311
Traditional life insurance and life-contingent immediate annuity premiums 9 10
Surrender charges 56 57
Policyholder fees and other income 90 111
Life insurance premiums and other fees (a) $479 $489

a) Reported net of ceded premiums of $20 million, and $22 million and ceded product fees of $24 million, and $12 million for the three months ended March 31, 2026 and 2025 respectively.

  • Life-contingent pension risk transfer premiums increased for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, reflecting the timing of PRT transactions. PRT premiums are subject to fluctuation period to period.
  • Surrender charges were relatively unchanged for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. These charges primarily reflect withdrawals from policyholders with surrender charges and market value adjustments (“MVAs”), primarily on our indexed annuities and IUL policies, and are subject to changes in the interest rate environment.
  • Policyholder fees and other income decreased for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily reflecting the impact of a reinsurance true-up adjustment during the three months ended March 31, 2025, partially offset by higher guaranteed minimum withdrawal benefit (“GMWB”) rider fees, net of reinsurance. 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:

(In millions)

Three months ended March 31, 2026 2025
Fixed maturity securities $561 $549
Preferred equity securities 3 3
Common equity securities 4 5
Mortgage loans 105 82
Invested cash and short-term investments 17 34
Limited partnerships 101 54
Other investments 5 2
Gross investment income 796 729
Investment expense (73) (63)
Interest and investment income $723 $666

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 $228 million and $184 million for the three months ended March 31, 2026 and March 31, 2025, respectively.

Recognized gains and losses, net

Below is a summary of the major components included in recognized gains and losses, net:

(In millions)

Three months ended March 31, 2026 2025
Net realized and unrealized losses on fixed maturity available-for-sale securities, equity securities and other invested assets $(47) $(16)
Net realized gain on sale of F&G Life Re 14 —
Change in allowance for expected credit losses 1 (22)
Net realized and unrealized losses on certain derivatives instruments (260) (184)
Change in fair value of reinsurance related embedded derivatives 261 (41)
Change in fair value of other derivatives and embedded derivatives (1) —
Recognized gains and losses, net $(32) $(263)

Recognized gains and losses, net is shown net of amounts attributable to certain funds withheld reinsurance agreements which is passed along to the reinsurer in accordance with the terms of these agreements. Recognized gains (losses) attributable to these agreements, and thus excluded from the totals in the table above, was $260 million for the three month periods ended March 31, 2026, and $(42) million for the three month periods ended March 31, 2025, respectively.

  • For the three months ended March 31, 2026, net realized and unrealized losses on fixed maturity securities, equity securities and other invested assets is primarily the result of net realized losses on fixed maturity securities.
  • For the three months ended March 31, 2026, Recognized gains and losses, net includes a pre-tax gain from the sale of F&G Life Re, to Ancient Financial Holdings, LP (“Ancient”) an unrelated third party, of $14 million, subject to certain post-closing adjustments that are expected to be finalized in the second or third quarter of 2026.
  • For the three months ended March 31, 2025, net realized and unrealized losses on fixed maturity securities, equity securities and other invested assets is primarily the result of 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 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 the reinsurance-related embedded derivatives in our funds withheld (“FWH”) reinsurance agreements are estimated based upon the change in fair value (for total return swaps), or the fair value (for the index credit obligation due the reinsurer), of the assets supporting the funds withheld from reinsurance liabilities.

We utilize a combination of static (equity options) and dynamic (long futures contracts) instruments in our product hedging strategy. Equity options and futures contracts are generally based upon the performance of various equity indices, such as the S&P 500 Index, as well as other bond and gold market indices.

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

(Dollars in millions)

Equity options: Three months ended March 31, 2026 2025
Realized gains (losses) $22 $(20)
Change in unrealized losses (269) (214)
Futures contracts:
Gains (losses) on future contracts expiration 4 (1)
Change in unrealized (losses) gains (1) 6
Foreign currency swaps losses
Losses on foreign currency swaps (3) —
Change in unrealized gains (losses) 14 (1)
Interest rate swaps (losses) gains (29) 49
Other derivative investments:
Gains (losses) on other derivative investments 2 (3)
Total net change in fair value $(260) $(184)
Annual Point-to-Point Change in S&P 500 Index during the periods 17% 6%
Secured Overnight Financing Rates 3.68% 4.41%

R

  • Realized gains (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 rates and interest rate indexes underlying the swap contracts.

The average index credits to policyholders are as follows:

Three months ended March 31, 2026 2025
Average Crediting Rate 4% 5%
S&P 500 Index:
Point-to-point strategy 5% 5%
Monthly average strategy 3% 4%
Monthly point-to-point strategy 2% 4%
3 year high water mark 15% 2%
  • 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 March 31, 2026 2025
PRT agreements $338 $314
Indexed annuities/IUL market related liability movements (377) (240)
Index credits, interest credited and bonuses 538 438
Other changes in policy reserves (15) 12
Benefits and other changes in policy reserves (a) $484 $524

(a) Reported net of ceded benefits and other changes in policy reserves of $50 million and $53 million for the three months ended March 31, 2026 and 2025 respectively.

  • PRT agreements, primarily representing the change in reserves associated with PRT premiums during the periods, increased for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, 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 months ended March 31, 2026 and 2025, 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 (decreased) increased the direct indexed annuities market related liability by $(145) million and $47 million during the three months ended March 31, 2026 and 2025, 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, we review assumptions associated with reserves for policy benefits and product guarantees.
  • During the three months ended March 31, 2026 and 2025, based on policyholder behavior, experience and interest rate movements, we reflected updates to surrender assumptions for recent and expected near term policyholder behavior, as well as updated certain indexed annuity assumptions used to calculate the fair value of the embedded derivative component within contractholder funds. These changes resulted in increases (decreases) in total benefits and other changes in policy reserves of approximately $(10) million and $(21) million for the three months ended March 31, 2026 and 2025, respectively.
  • Index credits, interest credited and bonuses for the three months ended March 31, 2026, were higher compared to the three months ended March 31, 2025, 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.
  • Other changes in policy reserves decreased for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily reflecting higher ceded deposit asset accretion associated with the reinsurance of annuity products.

Market Risk Benefit losses

Below is a summary of market risk benefit losses:

(In millions)

Three months ended March 31, 2026 2025
Market risk benefit losses $73 $109
  • Market risk benefit losses (gains) 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 losses (gains) are reported net of reinsurance.
  • Changes in market risk benefit losses (gains) for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily reflect favorable market related movements, partially offset by 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 March 31, 2026 2025
Amortization of DAC, VOBA and DSI $153 $134
Amortization of other intangible assets and fixed asset depreciation 20 19
Depreciation and amortization $173 $153
  • 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. Depreciation and amortization increased for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily reflecting increased DAC and DSI associated with the growth of the business. In addition, as a result of our annual actuarial assumption update process, amortization rates on some DAC and DSI balances increased primarily for indexed annuities.

Personnel Costs and Other Operating Expenses

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

(In millions)

Three months ended March 31, 2026 2025
Personnel costs $60 $67
Other operating expenses 33 41
Total personnel costs and other operating expenses $93 $108
  • Personnel costs and other operating expenses were lower for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, 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 of 2025, 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.

Our investments include assets backing reserves as part of coinsurance with funds withheld agreements. The funds withheld invested assets are reported within their respective line items. See Note L F&G Reinsurance, to the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for more information on the funds withheld agreements.

As of March 31, 2026 and December 31, 2025, the fair value of our investment portfolio was approximately $69 billion, for both periods, and was divided among the following asset classes and sectors:

(Dollars in millions)

Fixed maturity securities, available for sale ("AFS"): March 31, 2026 Fair Value Percent December 31, 2025 Fair Value Percent
United States Government full faith and credit $434 1% $493 1%
United States Government sponsored entities 121 — 196 —
United States municipalities, states and territories 1,330 2 1,355 2
Foreign Governments 265 — 261 —
Corporate securities:
Finance, insurance and real estate 9,295 14 9,309 14
Manufacturing, construction and mining 1,343 2 1,386 2
Utilities, energy and related sectors 3,800 5 3,681 5
Wholesale/retail trade 4,011 6 3,732 5
Services, media and other 5,059 7 5,142 8
Hybrid securities 619 1 609 1
Non-agency residential mortgage-backed securities 2,531 4 2,649 4
Commercial mortgage-backed securities 4,953 7 5,155 8
Asset-backed securities ("ABS") 7,811 11 7,842 11
Collateral loan obligations and loan backed-private obligations ("CLO") 10,789 16 10,890 16
Total fixed maturity available for sale securities 52,361 76 52,700 77
Fixed maturity securities, at fair value under fair value option 93 — — —
Equity securities (a) 336 1 341 1
Limited partnerships: (includes alternative investments with a FV of $3,622 million and $3,708 million for 2026 and 2025, respectively, net of amounts attributable to funds withheld reinsurance agreements) (b) 93
Private equity 2,196 3 2,079 3
Real assets 919 1 886 1
Credit 1,638 2 1,643 2
Limited partnerships 4,753 6 4,608 6
Commercial mortgage loans 3,303 5 3,025 4
Residential mortgage loans 4,668 7 4,424 6
Other (primarily derivatives, company owned life insurance and unconsolidated owned distribution investments) (includes alternative investments with a FV of $428 million for 2026 and 2025) (b) 2,594 4 2,859 4
Short term investments 992 1 1,043 2
Total investments $69,100 100% $69,000 100%
Interest and investment income (year to date and net of amounts attributable to funds withheld reinsurance agreements):
Alternative investments (b) $86 12% $242 9%
All other non-alternative investment income 637 88% 2,595 91
Total $723 100% $2,837 100%
(a) Includes investment grade non-redeemable preferred stocks ($196 million and $197 million at March 31, 2026 and December 31, 2025, respectively).
(b) Alternative investments primarily include certain limited partnerships and other equity interests, including limited liability corporations classified as investments in unconsolidated affiliates and certain company owned life insurance (“COLI”) classified as other long-term investments.

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 a 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 (“CMBS”) 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 maturity AFS portfolio as of March 31, 2026 and December 31, 2025:

(Dollars in millions)

NRSRO Rating NAIC Designation March 31, 2026 Amortized Cost Fair Value Fair Value Percent December 31, 2025 Amortized Cost Fair Value Fair Value Percent
AAA/AA/A 1 $34,182 $32,216 62% $34,360 $32,738 62%
BBB 2 18,715 17,665 34 18,300 17,524 34
BB 3 1,821 1,707 3 1,705 1,660 3
B 4 519 473 1 495 464 1
CCC 5 123 109 — 127 107 —
CC and lower 6 271 191 — 305 207 —
Total $55,631 $52,361 100% $55,292 $52,700 100%

The following table shows the composition of our invested assets and cash and cash equivalents (in millions) as of March 31, 2026 and December 31, 2025, a portion of which represent funds withheld backing reserves as part of coinsurance with funds withheld reinsurance arrangements.

Invested Assets March 31, 2026 Investments excluding Funds Withheld Funds Withheld Total December 31, 2025 Investments excluding Funds Withheld Funds Withheld Total
Fixed maturities, AFS $38,157 $14,204 $52,361 $40,170 $12,530 $52,700
Fixed maturity securities, at fair value under fair value option 93 — 93 — — —
Equity securities 271 65 336 281 60 341
Derivative instruments 813 76 889 1,093 55 1,148
Mortgage loans 8,242 217 8,459 7,826 65 7,891
Investments in unconsolidated affiliates 4,077 936 5,013 4,126 752 4,878
Other long-term investments 1,288 — 1,288 1,294 — 1,294
Policy loans 156 1 157 146 1 147
Short-term investments 992 — 992 1,043 — 1,043
Total invested assets 54,089 15,499 69,588 55,979 13,463 69,442
Cash and cash equivalents 404 920 1,324 784 702 1,486
Total invested assets and cash and cash equivalents $54,493 $16,419 $70,912 $56,763 $14,165 $70,928

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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 March 31, 2026 and December 31, 2025.

Top 10 Concentrations March 31, 2026 Fair Value (In millions) Percent of Total Fair Value
CLO $10,789 20%
ABS 7,811 15
Commercial mortgage backed securities 4,953 9
Diversified financial services 4,011 8
Whole loan collateralized mortgage obligation 2,515 5
Banking 2,325 4
Insurance 1,900 4
Electric 1,449 3
Municipal 1,330 2
Pipelines 1,007 2
Total $38,090 72%
Top 10 Concentrations December 31, 2025 Fair Value Percent of Total Fair Value
CLO $10,890 21%
ABS 7,842 15
Commercial mortgage-backed securities 5,155 10
Diversified financial services 4,161 8
Whole loan collateralized mortgage obligation 2,630 5
Banking 2,246 4
Insurance 1,902 4
Electric 1,413 3
Municipal 1,355 2
Pipelines 945 2
Total $38,539 74%

The amortized cost and fair value of fixed maturity AFS securities by contractual maturities as of March 31, 2026 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, Foreign and U.S. Government securities: March 31, 2026 Amortized Cost Fair Value
Due in one year or less $456 $452
Due after one year through five years 4,977 4,963
Due after five years through ten years 5,319 5,227
Due after ten years 18,215 15,514
Subtotal 28,967 26,156
Other securities, which provide for periodic payments:
Asset-backed securities 18,863 18,600
Commercial-mortgage-backed securities 5,135 4,953
Residential mortgage-backed securities 2,666 2,652
Subtotal 26,664 26,205
Total fixed maturity available-for-sale securities $55,631 $52,361

77

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 Alternative-A (“Alt-A") RMBS securities were $4 million and $47 million as of March 31, 2026, respectively, and $4 million and $48 million as of December 31, 2025, respectively. As of March 31, 2026 and December 31, 2025, approximately 94% and 92%, 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 March 31, 2026, the CLO and ABS positions were trading at a net unrealized loss of $44 million and a net unrealized loss of $199 million, respectively. As of December 31, 2025, the CLO and ABS positions were trading at a net unrealized gain of $42 million and a net unrealized loss of $133 million, respectively.

The following table summarizes the credit quality by NRSRO rating, or NAIC designation equivalent, of our AFS ABS portfolio as of March 31, 2026 and December 31, 2025.

(Dollars in millions)

NRSRO Rating NAIC Designation March 31, 2026 Fair Value Percent December 31, 2025 Fair Value Percent
AAA/AA/A 1 $5,336 68% $5,457 70%
BBB 2 2,071 27 2,018 26
BB 3 188 2 190 2
B 4 55 1 17 —
CCC 5 19 — 10 —
CC and lower 6 142 2 150 2
Total $7,811 100% $7,842 100%

The following table summarizes the credit quality by NRSRO rating, or NAIC designation equivalent, of our AFS CLO portfolio as of March 31, 2026 and December 31, 2025.

(Dollars in millions)

NRSRO Rating NAIC Designation March 31, 2026 Fair Value Percent December 31, 2025 Fair Value Percent
AAA/AA/A 1 $7,368 68% $7,366 67%
BBB 2 2,385 22 2,466 23
BB 3 803 8 835 8
B 4 207 2 196 2
CCC 5 — — — —
CC and lower 6 26 — 27 —
Total $10,789 100% $10,890 100%

78

Municipal Bond Exposure

The following table summarizes our municipal bond exposure as of March 31, 2026 and December 31, 2025.

(Dollars in millions)

March 31, 2026 Amortized Cost Fair Value December 31, 2025 Amortized Cost Fair Value
General obligation bonds $212 $175 $221 $186
Special revenue bonds 1,318 1,142 1,325 1,156
Certificate participations 16 13 16 13
Total $1,546 $1,330 $1,562 $1,355

Across all municipal bonds, the largest issuer represented 5% and 4% respectively, of the category and less than 1% of the total portfolio for both March 31, 2026 and December 31, 2025, and is rated NAIC 1 as of March 31, 2026. Our focus within municipal bonds is on NAIC 1 rated instruments, with 99% and 98% respectively, of our municipal bond exposure rated NAIC 1 as of March 31, 2026 and December 31, 2025.

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 March 31, 2026 and December 31, 2025, 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 57% for both periods.

We consider a CML delinquent when a loan payment is greater than 30 days past due. For mortgage loans that are determined to require foreclosure, the carrying value is reduced to the fair value of the underlying collateral, net of estimated costs to obtain and sell at the point of foreclosure. As of March 31, 2026 and December 31, 2025, we had one CML that was delinquent in principal or interest payments. We had no CMLs in the process of foreclosure as of March 31, 2026 and December 31, 2025. 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

Our residential mortgage loans ("RMLs") are primarily closed end, amortizing loans, and 100% of the properties are in the United States. We diversify our RML portfolio by state to attempt to reduce concentration risk. RMLs have a primary credit quality indicator of either a performing or non-performing loan. We define 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 AFS securities and the equity securities that were in an unrealized loss position as of March 31, 2026 and December 31, 2025, were as follows:

(Dollars in millions)

Fixed maturity securities, available for sale: March 31, 2026 Number of Securities Amortized Cost Allowance for Expected Credit Losses Unrealized Losses Fair Value
United States Government full faith and credit 31 $373 $— $(3) $370
United States Government sponsored agencies 56 78 — (3) 75
United States municipalities, states and territories 180 1,440 — (219) 1,221
Foreign Governments 44 226 — (42) 184

79

Corporate securities:
Finance, insurance and real estate 1,065 6,740 — (633) 6,107
Manufacturing, construction and mining 243 1,195 — (148) 1,047
Utilities, energy and related sectors 716 3,269 — (514) 2,755
Wholesale/retail trade 788 3,347 — (491) 2,856
Services, media and other 886 4,906 — (890) 4,016
Hybrid securities 48 504 — (27) 477
Non-agency residential mortgage-backed securities 247 808 — (69) 739
Commercial mortgage-backed securities 357 2,545 (59) (154) 2,332
Asset-backed securities 1,226 8,994 (14) (362) 8,618
Total fixed maturity available for sale securities 5,887 34,425 (73) (3,555) 30,797
Equity securities 26 359 — (92) 267
Total investments 5,913 $34,784 $(73) $(3,647) $31,064
December 31, 2025
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 23 $346 $— $(2) $344
United States Government sponsored agencies 49 29 — (2) 27
United States municipalities, states and territories 174 1,424 — (211) 1,213
Foreign Governments 38 188 — (35) 153
Corporate securities:
Finance, insurance and real estate 719 4,854 (17) (514) 4,323
Manufacturing, construction and mining 169 993 — (124) 869
Utilities, energy and related sectors 561 2,740 — (464) 2,276
Wholesale/retail trade 546 2,613 — (438) 2,175
Services, media and other 707 4,265 — (816) 3,449
Hybrid securities 40 456 — (22) 434
Non-agency residential mortgage-backed securities 193 652 (1) (68) 583
Commercial mortgage-backed securities 267 1,942 (59) (139) 1,744
Asset-backed securities 569 7,231 (23) (256) 6,952
Total fixed maturity available for sale securities 4,055 27,733 (100) (3,091) 24,542
Equity securities 23 304 — (89) 215
Total investments 4,078 $28,037 $(100) $(3,180) $24,757

80

The gross unrealized loss position on the fixed maturity available-for-sale and equity portfolio was $3,647 million and $3,180 million as of March 31, 2026 and December 31, 2025, respectively. Most components of the portfolio exhibited price depreciation caused primarily by higher treasury rates. The total amortized cost of all securities in an unrealized loss position was $34,784 million and $28,037 million as of March 31, 2026 and December 31, 2025, respectively. The average market value/book value of the investment category with the largest unrealized loss position was 82% and 81% for services, media and other as of March 31, 2026 and December 31, 2025, respectively. In the aggregate, services, media and other represented 24% and 26% of the total unrealized loss position for March 31, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025 were as follows:

(Dollars in millions)

Investment grade: March 31, 2026 Number of Securities Amortized Cost Fair Value Allowance for Credit Loss Gross Unrealized Losses
Less than six months 3 $16 $15 $— $(1)
Six months or more and less than twelve months — — — — —
Twelve months or greater 88 1,306 838 — (468)
Total investment grade 91 1,322 853 — (469)
Below investment grade:
Less than six months 4 7 7 — —
Six months or more and less than twelve months 3 16 15 — (1)
Twelve months or greater 15 260 192 — (68)
Total below investment grade 22 283 214 — (69)
Total 113 $1,605 $1,067 $— $(538)
December 31, 2025
Number of Securities Amortized Cost Fair Value Allowance for Credit Loss Gross Unrealized Losses
Investment grade: (Dollars in Millions)
Less than six months — $— $— $— $—
Six months or more and less than twelve months — — — — —
Twelve months or greater 80 1,159 750 — (409)
Total investment grade 80 1,159 750 — (409)
Below investment grade:
Less than six months 3 35 17 (18) —
Six months or more and less than twelve months 2 33 32 — (1)
Twelve months or greater 7 119 94 — (25)
Total below investment grade 12 187 143 (18) (26)
Total 92 $1,346 $893 $(18) $(435)

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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 81 and 71 structured securities with a fair value of $357 million and $237 million, respectively to which we had potential credit exposure as of March 31, 2026 and December 31, 2025, respectively. Our analysis of these structured securities, which included cash flow testing, resulted in allowances for expected credit losses of $84 million and $86 million as of March 31, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025, 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 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 March 31, 2026 2025
Escrow, title-related and other fees $27 $35
Interest and investment income 36 39
Recognized gains and losses, net — 1
Total revenues 63 75
Expenses:
Personnel costs 19 31
Other operating expenses 25 23
Depreciation and amortization 7 7
Interest expense 20 20
Total expenses 71 81
Loss from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates $(8) $(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 decreased $12 million, or 16%, in the three months ended March 31, 2026 from the corresponding period in 2025. The decrease in the three months ended March 31, 2026 from the corresponding period in 2025 is primarily attributable to a decrease in valuations associated with our deferred compensation plan assets of $8 million. Interest and investment income includes dividends received from F&G of $28 million in the three months ended March 31, 2026 and $28 million in the three months ended March 31, 2025. The dividends received from F&G are eliminated upon consolidation.

Personnel costs in the Corporate and Other segment decreased $12 million, or 39%, in the three months ended March 31, 2026 from the corresponding period in 2025. The decrease in the three months ended March 31, 2026 from the corresponding period in 2025 is primarily attributable to the aforementioned decrease in valuations associated with our deferred compensation plan assets of $8 million, which decreased both revenue and personnel costs.

Other operating expenses in the Corporate and Other segment increased $2 million, or 9%, in the three months ended March 31, 2026 from the corresponding period in 2025. The increase in the three months ended March 31, 2026 from the corresponding period in 2025 is 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 $0.52 per share in the first quarter of 2026, or approximately $140 million to our common shareholders. On May 6, 2026, our Board of Directors declared cash dividends of $0.52 per share, payable on June 30, 2026, to FNF common shareholders of record as of June 16, 2026. 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 March 31, 2026, we had cash and cash equivalents of $2,467 million, short term investments of $1,655 million, available capacity under our Revolving Credit Facility of $800 million, and available capacity under the Amended F&G Credit agreement of $750 million.

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 and the F&G 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 title 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 title segment 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, 2025, $1,141 million of our net assets were restricted from dividend payments without prior approval from the relevant departments of insurance. Our title insurance subsidiaries can pay or make dividends in the remainder of 2026 of approximately $349 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 three months ended March 31, 2026 and 2025 totaled $875 million and $1,115 million, respectively. The decrease in cash provided by operating activities in the 2026 period of $240 million was primarily attributable to increased net cash outflows associated with the change in derivative collateral liabilities of $261 million and increased net cash outflows associated with the change in other assets and other liabilities of $178 million, partially offset by increased net cash inflows associated with the change in funds withheld from reinsurers of $139 million and increased cash inflows associated with the increase in net earnings in the 2026 period.

Investing Cash Flows. Our cash flows used in investing activities for the three months ended March 31, 2026 and 2025 were $945 million and $785 million, respectively. The increase in cash used in investing activities in the 2026 period of $160 million was primarily attributable to reduced net proceeds associated with the sales and maturities of short-term investments of $1,625 million, partially offset by reduced cash outflows associated with the purchase of investment securities of $1,049 million and reduced investments in unconsolidated affiliates of $401 million.

Capital Expenditures. Total capital expenditures for property and equipment and capitalized software were $27 million and $37 million for the three months ended March 31, 2026 and 2025, respectively.

Financing Cash Flows. Our cash flows (used in) provided by financing activities for the three months ended March 31, 2026 and 2025 were $(99) million and $675 million, respectively. The change in cash flows associated with financing activities in the 2026 period of $774 million was primarily attributable to increased cash outflows for contractholder account withdrawals of $363 million, increased cash outflows for purchases of treasury stock of $54 million, increased purchases of F&G common stock by F&G of $27 million, reduced cash inflows from contractholder account deposits of $120 million, cash inflows associated with the public offering of the 7.30% F&G Notes of $375 million in 2025 and cash inflows associated with F&G's common stock issuance of $117 million in 2025, partially offset by cash outflows associated with the redemption of the 5.50% F&G Senior Notes of $300 million in 2025.

Financing Arrangements. For a description of our financing arrangements see Note F Notes Payable included in Item 8 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2025.

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 1,740,000 shares of FNF common stock under the 2024 Repurchase Program during the three months ended March 31, 2026 for approximately $82 million, at an average price of

$47.00. Subsequent to March 31, 2026 and through market close on May 6, 2026, we repurchased a total of 300,000 shares for approximately $14 million, at an average price of $46.11 under this program. Since the original commencement of the 2024 Repurchase Program, we have repurchased a total of 6,466,224 FNF common shares for an aggregate $347 million, or an average price of $53.67 per share.

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, 2025.

We have unfunded investment commitments as of March 31, 2026 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, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

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, 2025.

Controls and procedures

As filed, 1,256 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

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 months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Risk factors

As filed, 226 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

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 IA. Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Figures reported in this filing

Standardized line items from the XBRL in this filing, for the period ended 2026-03-31. Comparative periods it repeats are left out.

Figures reported in this filing
Line itemPeriodValueXBRL concept
Revenue3 months2026-01-01 to 2026-03-31$506.0mus-gaap:RevenueFromContractWithCustomerExcludingAssessedTax
Income tax3 months2026-01-01 to 2026-03-31$175.0mus-gaap:IncomeTaxExpenseBenefit
Net income3 months2026-01-01 to 2026-03-31$243.0mus-gaap:NetIncomeLoss
Diluted EPS3 months2026-01-01 to 2026-03-31$0.90us-gaap:EarningsPerShareDiluted
Basic EPS3 months2026-01-01 to 2026-03-31$0.90us-gaap:EarningsPerShareBasic
Diluted shares (weighted)3 months2026-01-01 to 2026-03-31269,000,000 sharesus-gaap:WeightedAverageNumberOfDilutedSharesOutstanding
Operating cash flow3 months2026-01-01 to 2026-03-31$875.0mus-gaap:NetCashProvidedByUsedInOperatingActivities
Dividends paid3 months2026-01-01 to 2026-03-31$140.0mus-gaap:PaymentsOfDividendsCommonStock
Share repurchases3 months2026-01-01 to 2026-03-31$78.0mus-gaap:PaymentsForRepurchaseOfCommonStock
Cash and equivalentsAt period end2026-03-31$2.47bnus-gaap:CashAndCashEquivalentsAtCarryingValue
Total assetsAt period end2026-03-31$111.50bnus-gaap:Assets
Total liabilitiesAt period end2026-03-31$102.78bnus-gaap:Liabilities
Long-term debtAt period end2026-03-31$4.40bnus-gaap:LongTermDebt
Shareholders' equityAt period end2026-03-31$7.25bnus-gaap:StockholdersEquity

Source: SEC EDGAR, the filing index for accession 0001331875-26-000042. Last ingested by Listed: Oct 24, 2026, 15:11 ET. Listed shows no prices and gives no investment advice.