FNF 10-K & 10-Q changes, risk factors and insider trading

Factors such as consumer spending, business investment, government spending, government shutdowns and potential government shutdowns, trade policies, tariffs, the volatility and strength of the capital markets, investor and consumer confidence, foreign currency exchange rates, geopolitical uncertainties and inflation levels all affect the business and economic environment and, ultimately, the amount and profitability of our business. In an economic downturn characterized by higher unemployment, lower family income, negative investor sentiment and lower consumer spending, the demand for our insurance products could be adversely affected. Under such conditions, our F&G segment may also experience an elevated incidence of policy lapses, policy loans, withdrawals and surrenders. In addition, our investments could be adversely affected as a result of deteriorating financial and business conditions affecting the issuers of the securities in our investment portfolio.

Declines in the level of real estate activity or the average price of real estate sales are likely to adversely affect our title insurance revenues. The Mortgage Bankers Association's ("MBA") Mortgage Finance Forecast as of February 19,17, 2025,2026, reported an approximate $1.8$2.1 trillion mortgage origination market for 2024,2025, which would be aan modestapproximately 22% increase from 20232024 resulting primarily from an increase in refinance activity. The MBA predicts overall mortgage originations in 20252026 will increase when compared to 20242025 as a result of modest increases in both purchase and refinance activity. Our revenues in future periods will continue to be subject to these and other factors that are beyond our control and, as a result, are likely to fluctuate. See discussion under "Business Trends and Conditions" within Management's Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 of Part II of this Annual Report for further discussion of current market trends.

Interest rate risk is a significant market risk for us, as our F&G segment involves issuingissues interest rate sensitive obligations backed primarily by investments in fixed income assets. F&G also maintains a portion of the assets in its investment portfolio in floating rate instruments and has executed some variable interest rate credit agreements andagreements, floating rate funding agreements,agreements whichand pay-float and receive-fixed interest rate swaps to reduce market risks from interest rate changes on its earnings associated with its floating rate investments. All of these assets are subject to an element of market risk from changes in interest rates.

Beginning in March 2022, the Federal Reserve increased the benchmark rate eleven times from approximately 0% to approximately 5.50% before pausing in the latter half of 2023. In September 2024, the Federal Reserve began reducing the benchmark rate ending 2024 at approximately 4.5%. By September 2025, the benchmark rate had declined to 4.00%–4.25%, and subsequent cuts in October and December 2025 brought the benchmark rate down further to approximately 3.50%–3.75%, with market expectations and Federal Reserve communications suggesting further possible reductions in 2026. Over the period since March 2022, market rates across the yield curve have risen. During periods of increasing interest rates, we may offer higher crediting rates on interest-sensitive products, such as universal life insurance and fixed rate annuities, and we may increase crediting rates on in-force products to keep these products competitive. We may be required to accept lower spread income (the difference between the returns we earn on our investments and the amounts we credit to contractholderscontract holders), thus reducing our profitability, as returns on our portfolio of invested assets may not increase as quickly as current interest rates. Rapidly rising interest rates may also expose us to the risk of financial disintermediation, which is an increase in policy surrenders, withdrawals and requests for policy loans as customers seek to achieve higher returns elsewhere, requiring us to liquidate assets in an unrealized loss position. If we experience unexpected withdrawal activity, we could exhaust our liquid assets and be forced to liquidate other less liquid assets such as limited partnership investments. We may have difficulty selling these investments in a timely manner and/or be forced to sell them for less than we otherwise would have been able to realize, which could have a material adverse effect on our business, financial condition or operating results. We have developed and maintain asset liability managementALM programs and procedures that are, we believe, designed to mitigate interest rate risk by matching asset cash flows to expected liability cash flows.flows, and robust inflows provide additional opportunities to allocate in force assets in support of new business, further mitigating potential losses due to disintermediation risk. In addition, we assess surrender charges on withdrawals in excess of allowable penalty-free amounts that occur during the surrender charge period. The significant new business written in recent years strengthens the surrender charge protection since the surrender charges are highest in the early years of a policy. There can be no assurance that actual withdrawals, contract benefitsbenefits, and maturities will match our estimates. Despite our efforts to reduce the impact of rising interest rates, we may be required to sell assets to raise the cash necessary to respond to an increase in surrenders, withdrawals and loans, thereby realizing capital losses on the assets sold.

Liabilities that are held on our balance sheet at fair value, including embedded derivatives on our indexedIndexed annuitiesAnnuity and IUL business and MRBsmarket risk benefits (“MRB”) on our indexed annuity and fixed rate annuity business, are sensitive to fluctuations in interest rates. Decreases in interest rates generally would have the impact of increasing the value of these liabilities, which will result in a reduction in our net income. Liabilities for future policyholderpolicy benefits (“FPB”) are valued using locked-in discount rates, and any changes in interest rates since the inception of those contracts are reflected in Otheraccumulated other comprehensive earnings (loss) ("OCIAOCI"). Decreases in interest rates would result in a reduction in our OCI.AOCI. In addition, certain statutory capital and reserve requirements are based on formulas or models that consider interest rates and a prolonged period of low interest rates may increase the statutory capital we are required to hold as well as the amount of assets we must maintain to support statutory reserves.

EconomicAs of December 31, 2025, current economic conditions, including higher interest rates, couldhave materiallynot adversely affected our business, results of operationsoperations, and financial condition. However, we cannot predict if it will impact our business, results of operationsoperations, orand financial condition in the future for the forgoing reasons. Higher interest rates have decreased the fair value of our investment security portfolio, primarily our fixed maturity securities, as of December 31, 2025 and December 31, 2024, resulting in our AOCI being a loss of $1.7 billion and $2.0 billion, respectively. See “Quantitative and Qualitative Disclosure about Market Risk” in this Annual Report on Form 10-K for a more detailed discussion of interest rate risk.

Our owned distribution strategy, including our investments in minority and majority stakes in various Networknetwork Marketingmarketing Groupsgroups and other distribution consolidators, exposes us to operational, financial, and strategic risks. These investments, including stakes in Syncis Holdings, Quility Holdings, DCMT Worldwide, and a majority interest in Roar Joint Venture,Venture LLC, and a wholly-owned interest in PALH LLC, represent a significant component of our distribution strategy. The success of this strategy depends on the continued growth and performance of these businesses, which is subject to challenges such as the retention and performance of agents, market demand in cultural communities, and our ability to integrate these entities effectively into our broader operations. Furthermore, as industry consolidation among independent agent distribution channels accelerates, competition to acquire and partner with high-performing platforms intensifies, limiting our ability to secure attractive investment opportunities. Our ownership stakes also expose us to financial risks, including the potential for impairment of goodwill or intangible assets if these entities underperform, as well as regulatory and compliance risks related to licensing and fiduciary standards. These factors, combined with the operational challenges of managing both majority and minority investments, create risks that could materially and adversely affect our financial performance, competitive position, and long-term growth prospects.

Risk Factors Related to theour Majority Ownership in F&G Distribution

On December 1, 2022, we completed the F&G Distribution. The F&G Distribution is subject to inherent risks and uncertainties, including, but not limited to: diversion of management’s attention; our ability to successfully realize the anticipated benefits of the F&G Distribution; the terms and conditions of agreements and arrangements between FNF and F&G following the distribution, such as the Corporate Services Agreement, dated as of November 30, 2022, between FNF and F&G (the “Corporate Services Agreement”), which provides for, among other things, the provision of certain services by FNF to F&G following the F&G Distribution; and the nature and amount of indebtedness incurred by F&G. On December 31, 2025, we distributed an additional 12% of F&G to holders of FNF Common Stock. In addition, our F&G segment contributes to a significant portion of our earnings and the F&G Distribution could adversely affect our earnings. For additional information related to the F&G Distribution and the 2025 F&G Distribution, refer to Item 1 Business and Note A Business and Summary of Significant Accounting Policies in Part II of this Annual Report on Form 10-K.

A number of F&G’s directors have been, and will continue to be, officers, directors or employees of FNF (or officers, directors or employees of affiliates of FNF) and, thus, have professional relationships with FNF’s officers, directors or employees. In addition, certain of F&G’s directors and executive officers own FNF common stock or other equity compensation awards. These relationships may create, or may create the appearance of, conflicts of interest when these directors and officers are faced with decisions that could have different implications for FNF and F&G.G, based on their role as a director of F&G and as an officer of FNF or equity holder of FNF. For example, potential conflicts of interest could arise in connection with the resolution of any dispute that may arise between FNF and F&G regarding the terms of the agreements governing F&G’s relationship with FNF, including the Corporate Services Agreement.

Our top five states for the distribution of our life insurance and annuity products in our F&G segment are California, Florida, California, Pennsylvania, Texas and Ohio.New Jersey. Any adverse economic developments or catastrophes in these states could have an adverse impact on our F&G segment.

Changes to federal and state statutes and regulations; statutory or regulatory guidance, policies, or interpretations of existing regulations or statutes; guidelines published by the government-sponsored enterprises; enhanced federal or state governmental oversight or efforts by federal or state governmental agencies that cause customers to refrain from purchasing or using the Company’s products and services, could: (i) prohibit, impactimpact, or limit our future operations,operations; (ii) make it more costly or burdensome to conduct such operations; or (iii) result in decreased demand for the Company’s products and services. Such changes could impact our competitive position and have a negative impact on our ability to generate revenues, earnings and cash flows.

OurF&G's 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, mergersmergers, 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, auditsaudits, or inquiries. From time to time, regulators raise issues during such examinations or audits that could have a material impact on our business.

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 riskrisk, and group wide capital calculations.

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 the Employee Retirement Income Security Act of 1974 (“ERISA”) and the Internal Revenue Code of 1986, as amended (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. Meanwhile, the DOL has publicly announced its intention to consider future rulemaking that may revoke or modify PTE 84-24.

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 finalNew fiduciaryFiduciary ruleRule (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 Fiduciary Rule improperly expanded the definition of an “investment advice fiduciary” under ERISA. As a result, the New Fiduciary Rule’s original effective date of September 23, 2024 has beenwas delayed until further notice.

ManagementWe 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.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. Please refer to “Business-Regulation of F&G” for additional details on the DOL’s “Fiduciary Rule.”

Our reinsurance subsidiary, F&G Life Re, is registered in Bermuda under the Bermuda Insurance Act and is 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 (“EU”) on a “level playing field.” In connection with its initial efforts to achieve equivalency under the European Union’sEU’s Directive (2009/138/EC) (“Solvency II”), the BMA implemented and imposed additional requirements on the companies it regulates. Effective January 1, 2015, Bermuda was placed on the NAIC’s List of Qualified Jurisdictions, which makes Bermuda-domiciled reinsurers that meet certain criteria to qualify as a certified reinsurer eligible for reduced reinsurance collateral requirements under the NAIC’s Credit for Reinsurance Model Law and Regulations as adopted by various states. F&G Life Re has been designated as a certified reinsurer in Iowa. The European Commission in 2016 granted Bermuda’s commercial insurers full equivalenceequivalency in all areas of Solvency II for an indefinite period of time. Effective January 1, 2020, Bermuda was granted NAIC Reciprocal Jurisdiction status, which makes Bermuda domiciled reinsurers that satisfy certain conditions eligible to be designated as a reciprocal jurisdiction reinsurer. Under the NAIC’s Credit for Reinsurance Model Law and Regulations, which has been adopted by all states, a ceding insurer may take credit for reinsurance ceded to a reciprocal jurisdiction reinsurer without posting any collateral. F&G Life Re has been approved as a reciprocal jurisdiction reinsurer in Iowa.

Our reinsurance subsidiary, F&G Cayman Re, is a licensed Class D insurer in the Cayman Islands and a wholly owned direct subsidiary of ours, is licensed by the CIMA and is subject to supervision by CIMA andCIMA. CIMA maymay, at any timetime, 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. Please refer to “Business-Regulation of F&G” for additional details on the regulations in Bermuda and the Cayman Islands.

The Secure 2.0 Act of 2022, Division T of the Consolidated Appropriations Act, 2023 (“SECURE Act 2.0”), was signed into law on December 29, 2022, and for which relevant provisions went into effect as early as January 1, 2023, in certain respects. The SECURE Act 2.0 contains provisions that may impact our F&G insurance subsidiaries, and these changes could affect the desirability of IRAs, necessitate changes to our administrative system to implement the Secure Act 2.0,Act, and affect, to some extent, the length of time that IRA assets remain in our annuity products. These provisions include, for example, raising the age for required minimum distributions from IRAs from 72 to 73 (age 74 after 2032); additional exceptions to the 10% penalty tax for distributions before age 59-1/2; reduction of the penalty for failures to take a required distribution amount; directions to the SEC for new registration forms for RILAs; and directions to the DOL to revisit fiduciary standards relating to choosing an annuity provider in pension risk transfer transactions. While we cannot predict whether, or to what extent, the SECURE Act 2.0 will ultimately impact us, whether positive or negative, it may have implications for our business operations and the markets in which we compete.

In addition to the changing rules and regulations related to ESG matters imposed by governmental and self-regulatory organizations such as the SEC and the New York Stock Exchange,organizations, a variety of third-party organizations, institutional investors and customers evaluate the performance of companies on ESG topics, and the results of these assessments are widely publicized. These changing rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such regulations and expectations. Reduced access to or increased cost of capital may occur as financial institutions and investors increase or change expectations related to ESG matters.

We cede material amounts of insurance and transfers of related assets and certain liabilities to other insurance companies through reinsurance. Accordingly, we bear credit risk with respect to our reinsurers. The failure, insolvency, inabilityinability, or unwillingness of any reinsurer to pay under the terms of reinsurance agreements with us could materially adversely affect our business, financial condition, liquidityliquidity, and results of operations. We regularly monitor the credit rating and performance of our reinsurance parties. Aspida Re, Wilton Re, Somerset and Everlake represent our largest third-party reinsurance counterparty exposure. As of December 31, 2024,2025, the net amount recoverable from Aspida Re, Wilton Re, SomersetSomerset, and Everlake were $7,844$8,589 million, $2,822$5,071 million, $1,168$1,868 million, and $1,066$1,032 million, respectively. The risk of non-performance is mitigated with various forms of collateral or collateral arrangements, including secured trusts, funds withheld accounts and irrevocable letters of credit.

Any catastrophic event, such as a pandemic, terrorist attacks, floods, severe storms or hurricaneshurricanes, or cyber-attacks, could have a material and adverse effect on our business in several respects:

•the outbreak of a pandemic disease, like COVID-19, could have a material adverse effect on our liquidity, financial conditioncondition, and the operating results of our insurance business due to its impact on the economy and financial markets;

•the occurrence of any pandemic disease, natural disaster, terrorist attackattack, or any other catastrophic event that results in our workforce being unable to be physically located at one of our facilities could result in lengthy interruptions in our service; or

•the value of our investment portfolio may decrease if the securities in which we invest are negatively impacted by climate change, pandemics, severe weather conditionsconditions, and other catastrophic events.

Natural catastrophes and pandemics present risks that could adversely affect our results of operations. In addition, our business operations may be adversely affected by the increased risk of malicious and terrorist acts, as evidenced by recent incidents such as the New Orleans attack and Las Vegas explosion, which could disrupt our operations or the safety of our employees or customers. Claims arising from such events could have an adverse effect on our business, operations and financial condition, either directly or as a result of their effect on our reinsurers or other counterparties. Such events could also have an adverse effect on the rate and amount of lapses and surrenders of existing policies, as well as sales of new policies.

While we believe we have taken steps to identify and mitigate these types of risks, such risks cannot be reliably predicted, nor fully protected against even if anticipated. In addition, such events could result in overall macroeconomic volatility or specifically a decrease or halt in economic activity in large geographic areas, adversely affecting the marketing or administration of our business within such geographic areas or the general economic climate, which in turn could have an adverse effect on our business, results of operationsoperations, and financial condition. The possible macroeconomic effects of such events could also adversely affect our asset portfolio.

OurF&G's annuity products compete with indexed annuities and fixed rate annuities sold by other insurance companies and also with mutual fund products, traditional bank investments and other retirement funding alternatives offered by asset managers, banks and broker-dealers. The ability of banks and broker dealers to increase their securities-related business or to affiliate with insurance companies may materially and adversely affect sales of all of our products by substantially increasing the number and financial strength of potential competitors. Our insurance products compete with those of other insurance companies, financial intermediaries and other institutions based on a number of factors, including premium rates, policy terms and conditions, service provided to distribution channels and policyholders, ratings by rating agencies, reputation and commission structures.

OurF&G's ability to compete is dependent upon, among other things, ourits ability to develop competitive and profitable products, ourits ability to maintain low unit costscosts, and ourits maintenance of adequate financial strength ratings from rating agencies.agencies Ourand ability to compete is also dependent upon, among other things, ourits ability to attract and retain distribution channels to market ourits products, the competition for which is vigorous. WeF&G must anticipate and respond effectively to changes in customer preferences, new industry standards, evolving distribution models, disruptive technology developments and alternate business models. The evolving nature of consumer needs and preferences and improvements in technology could result in a reduction in consumer demand and in the prices of the products and services weF&G offer.offers. OurF&G's competitive position may be impacted if wethey are unable to deploy, in a cost effective and competitive manner, technology such as artificial intelligence and machine learning, or if ourF&G's competitors collect and use data which wethey do not have the ability to access or use.

There is a risk that purchasers may be able to obtain more favorable terms and offerings from competitors, vendors or other third parties, including pricing and technology. Additionally, customers may turn to our competitors as a result of ourF&G or ourits client’s failure, or perceived failure, to deliver on customer expectations, product or service flaws, technology issues, gaps in operational support or other issues affecting customer experience. As a result, competition may adversely affect the persistency of ourF&G's policies, ourF&G's ability to sell products and provide services, maintain client relationships, and ourF&G's revenues and results of operations.

The most recent forecast of the MBA, as of February 19,17, 2025,2026, estimated (actual for fiscal years 2023 andyear 2024) the size of the U.S. residential mortgage originations market as shown in the following table for 20232024 - 20272028 in its "Mortgage Finance Forecast" (in trillions):

The Federal Reserve raised the benchmark interest rate from near zero as of March 2022 to a range between 5.25% and 5.50% in July 2023 in an effort to combat inflation. Following a decline in inflation in 2024, the Federal Reserve reduced the benchmark rate to a range of 4.25% and 4.50% as of December 31, 2024. InterestThe Federal Reserve further reduced the benchmark rate by 75 basis points in 2025 to a range of 3.50% and 3.75% as of December 31, 2025. Average interest rates onfor a 30-year,30-year fixed rate mortgage were averaged 6.6%, 6.7% in 2024,and 6.8% andduring 5.2%the inyears 2023ended December 31, 2025, 2024 and 2022,2023, respectively.

A shortage in the supply of homes for sale, increasing home prices, varying mortgage interest rates, inflation, disrupted labor marketsmarkets, and geopolitical uncertainties created somea volatility in thechallenging residential real estate market in 2022,2023, 20232024, and 2024.2025. Existing-homeIn salesearly decreased2026, 9%the federal government implemented or proposed reforms to address housing and home affordability, including a directive to certain government-sponsored enterprises to purchase up to $200 billion of mortgage-backed securities in Decemberan 2024 as comparedeffort to thelower correspondinginterest monthrates, inenhance 2023affordability whileand median existing-home sales prices rose to $404,400 in December 2024, a 6% increase overreduce the correspondingspread monthbetween inmortgage 2023.rates and Treasury yields.

According to the U.S. Department of Labor's Bureau of Labor, the unemployment rate was near record lows throughout 2022 and 2023. The unemployment rate was 4.4%, 4.1% and 3.7% in December of 2025, 2024 and 2023, 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 were stable in the first three quarters of 2022. Commercial volumes and commercial fee-per-file declined in the fourth quarter of 2022 and remained depressed throughout 2023 and 2024 when compared to recent preceding years. Commercial volumes increased significantly in 2025. The increase in commercial volumes in 2025 was broad-based, across several asset classes.

MarketIn Conditions.light Marketof volatilityincreasing hasuncertainty affected,in the markets we serve, we are unable to predict how long the current environment will last or the significance of the financial and mayoperational continueimpacts to affect, our business and financial performance in varying ways. Volatility can pressure sales and reduce demand as consumers hesitate to make financial decisions.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 1A1A. ofRisk PartFactors” I ofin this Annual Report on Form 10-K for further discussion of risk factors that could affect market conditions.

Interest Rate Environment. Some of our F&G products include guaranteed minimum crediting rates, most notably our fixed rate annuities. As of December 31, 20242025 and December 31, 2023,2024, our reserves, net of reinsurance, and average crediting rate on our fixed rate annuities were $6$6.4 billion and 5%,4.8%, respectively, and $6$6.4 billion and 4%,4.4%, respectively. 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. Quantitative and Qualitative Disclosure about Market Risk” and “Part I. Item 1A. Risk Factors” in this Annual Report on Form 10-K 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 thedemand for retirement savings, growth, and income solutions, including 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 10,00011,000 Americans turning 65 every day and a projected 23%30% increase in people age 65 and older65-100 over the next 25 years.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 we believe annuities such as our FIAindexed annuity products afford. For example, the fixed index annuity market grew from nearly $12 billion of sales in 2002 to $97$130 billion of sales in 20232024 and the registered index-linked annuities (“RILA”) market grew from $11$17 billion of sales in 20182019 to $44$62 billion of sales in 2023.2024. Additionally, this market demand has positively impacted the IUL market as it has expanded from $100 million of annual sales in 2002 to $3$2 billion of annual sales in 2023.2024.

During 2025, 2024, 2023 and 2022,2023, payment patterns were consistent with our actuaries' and management's expectations. Also, compared to prior years we have seen a leveling off of the ultimate loss ratios in more mature policy years, particularly 2006-2009. While we still see claims opened on these policy years, the proportion of our claims inventory represented by these policy years has continued to decrease. Additionally, we continued to see stable development relating to the 2012 through 2022 policy years, which we believe is indicative of more stringent underwriting standards by us and the lending industry. Policy years 2024 and 2023 have seen some increased levels of early reported and paid claims. Many early reported and paid claims relate to fraudulent activity, such as wire fraud and other types of real estate fraud. Fraud claims are typically reported and paid quickly and are not the type of claims to develop over time in the same manner of other claim types due to a shorter reporting tail. Additionally, the early negative development in 2024 and 2023 is offset by the positive development of policy years 2022 and prior. We continue to watch the development of the more recent years, in addition to historical averages and economic factors when analyzing the current provision rates. Our ending open claim inventory decreasedincreased from approximately 9,200 claims as of December 31, 2023, to approximately 8,300 claims as of December 31, 2024.2024, to approximately 8,500 claims as of December 31, 2025. If actual claims loss development varies from what is currently expected and is not offset by other factors, it is possible that our recorded reserves may fall outside a reasonable range of our actuaries' central estimate, which may require additional reserve adjustments in future periods.

An approximate $52$58 million increase (decrease) in our annualized provision for title claim losses would occur if our loss provision rate were 1% higher (lower), based on 20242025 title premiums of $5,153$5.8 million.billion. A 10% increase (decrease) in our reserve for title claim losses, as of December 31, 2024,2025, would result in an increase (decrease) in our provision for title claim losses of approximately $171$170 million.

IndexedWe have indexed annuities and IUL products contain an embedded derivative; a featurecontracts that permitspermit the holder to elect an interest rate return or an equity-indexequity index linked component, where interest credited to the contractcontracts is linked to the performance of various equity indices.indices, such as the S&P 500 Index. This feature represents an embedded derivative under GAAP. The indexed annuities/IUL embedded derivatives are valued at fair value and included in the liability for Contractholder funds in ourthe Consolidated Balance Sheets with changesthe ceded portion of the reinsured indexed crediting feature embedded derivatives recorded as a component of the Reinsurance recoverable in the Consolidated Balance Sheets. Changes in fair value are included as a component of Benefits and other changes in policy reserves in ourthe Consolidated Statements of Earnings.Operations.

Our investments in fixed maturity securities have been designated as available-for-sale (“AFS”) and are carried at fair value, net of allowance for expected credit losses, with unrealized gains and losses included within accumulated other comprehensive earnings (loss) (“AOCI”), net of deferred income taxes. Our equity securities are carried at fair value with unrealized gains and losses included in net earnings. Realized gains and losses on the sale of investments are determined on the basis of first-inspecific first-out cost basisidentification and are credited or charged to income on a trade date basis.

We validate external valuations at least quarterly through a combination of procedures that include the evaluation of methodologies used by the pricing services, comparisons to valuations from other independent pricing services, analytical reviews and performance analysis of the prices against trends, and maintenance of a securities watch list. See Note DC Fair Value of Financial Instruments and Note ED Investments to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K.

The fair value of derivative assets and liabilities is based upon valuation pricing models or independent broker quotes and represents what we would expect to receive or pay at the balance sheet date if we canceled or exercised the derivative or entered into offsetting positions. Fair values for instruments utilizing valuation pricing models are determined internally using a conventional model and market observable inputs, including interest rates, yield curve volatilities and other factors. Credit risk related to the counterparty is considered when estimating the fair values of these derivatives. However, we are largely protected by collateral arrangements with counterparties when individual counterparty exposures exceed certain thresholds. The fair value of futures contracts (specifically for indexed annuities contracts) at the balance sheet date represents the cumulative unsettled variation margin (open trade equity net of cash settlements). The fair value of an interest rate swap represents the change in projected interest rates between the reporting date and the date the interest rate swap was executed. The fair values of the embedded derivatives in our indexed annuities and IUL contracts are derived using market value of options, use of current and budgeted option cost, swap rates, mortality rates, surrender rates, partial withdrawals and non-performance spread. The discount rate used to determine the fair value of our indexed annuities/IUL embedded derivative liabilities includes an adjustment to reflect the risk that these obligations will not be fulfilled (“non-performance risk”). For the years ended December 31, 20242025 and 2023,2024, our non-performance risk adjustment was based on the expected loss due to default in debt obligations for similarly rated financial companies. See Note DC Fair Value of Financial Instruments and Note FE Derivative Financial Instruments to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K.

F&G cedes certain business on a coinsurance funds withheld basis. Assets supporting the arrangements are reported within Funds withheld for reinsurance liabilities on our Consolidated Balance Sheets. All assets within the Funds withheld for reinsurance liabilities are recorded in a manner consistent with each respective item of our accounting policies discussed in Note A Business and Summary of Significant Accounting Policies to our Consolidated Financial Statements included in Part II - Item 8 of this Annual Report on Form 10-K. Investment results for the assets that support the coinsurance that are segregated within the funds withheld account are passed directly to the reinsurer pursuant to the contractual terms of the reinsurance arrangement, which creates embedded derivatives considered to be total return swaps. These totalembedded return swapsderivatives are not clearly and closely related to the underlying insurancereinsurance contractagreement and thus require bifurcation. The fair value of the total return swaps is based on the change in fair value of the underlying assets held in the funds withheld account. For arrangements reinsuring indexed annuities products, the funds withheld account additionally contains an embedded derivative representing the index credit obligation due the reinsurer, resulting in a compound embedded derivative. TheseBeginning compoundin 2025, these embedded derivatives are reported in Funds withheld for reinsurance liabilitiesliabilities, irrespective if in a net asset position or a net liability position, on the Consolidated Balance Sheets and forprior allperiods otherhave arrangements,been embeddedreclassified derivatives are reported infrom Prepaid expenses and other assets ifto inconform a net gain position, or Accounts payable and accrued liabilities, if in a net loss position onwith the Consolidatedcurrent Balance Sheets.presentation. The related gains or losses are reported in Recognized gains and losses,(losses), net on the Consolidated Statements of Earnings. SeeRefer to Note OC Fair Value of Financial Instruments for descriptions of the fair value methodologies used for these and other derivative financial instruments and Note E Derivative Financial Instruments and Note N F&G Reinsurance to our Consolidated Financial Statements included in Part II - Item 8 of Part II of this Annual Report on Form 10-K.10-K for additional information.

We have made acquisitions that have resulted in a significant amount of goodwill. As of December 31, 20242025 and 2023,2024, goodwill was $5,271$5,272 million and $4,830$5,271 million, respectively. The majority of our goodwill as of December 31, 20242025 relates to goodwill recorded in connection with the Chicago Title merger in 2000, our initial acquisition of an ownership interest in ServiceLink in 2014 and our acquisition of F&G in 2020. Refer to Note NM Goodwill to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for a summary of recent changes in our Goodwill balance.

MRBs are contracts or contract features that both provide protection to the contract holder from other-than-nominal capital market risk (equity, interest and foreign exchange risk) and expose the Company to other-than-nominal capital market risk. MRBs include certain contract features primarily on indexed annuitiesFIA contracts that provide minimum guarantees to policyholders, such as GMDBGuaranteed Minimum Death Benefit (“GMDBs”) and GMWBGuaranteed Minimum Withdrawal Benefits (“GMWBs”) and Guaranteed Minimum Accumulation Benefits (“GMAB”) riders. MRBsIn certain reinsurance transactions, the underlying risks ceded to a reinsurer contain MRBs. MRBs, inclusive of reinsured MRBs, are measured at fair value using a risk neutral valuation method, which is based on current net amounts at risk, market data, internal and industry experience, and other factors.

The principal policyholder behavior assumptions used to calculate MRBs are established at issue of the contract and include mortality, contract full and partial surrenders, and utilization of the GMWB rider benefits. The assumptions used reflect a combination of internal experience, industry experience and judgment. We review overall policyholder behavior experience at least annually and update these assumptions when deemed necessary based on additional information that becomes available. Changes in, or deviations from, the assumptions previously used can significantly affect our MRBs and related results of operations in a positive or negative direction. See Note X Market Risk Benefits to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K.

For the year ended December 31, 2024, changes in2025, market conditions, including changing interest rates,conditions resulted in deferred tax assets related to the net unrealized capital losses in the Company’s investment portfolio. U.S. GAAP requires the evaluation of the recoverability of deferred tax assets and the establishment of a valuation allowance, if necessary, to reduce the deferred tax asset to an amount that is more likely than not to be realized. When assessing the need for valuation allowance on the unrealized capital loss deferred tax assets, we assert a tax planning strategy to hold certainthe vast majority of underlying securities to recovery or maturity. Our ability to assert such a tax planning strategy is dependent upon factors such as the Company’s asset/liability matching process, overall investment strategy, projected future annuity product sales, and expected liquidity needs. In the event these estimates differ from our prior estimates due to the receipt of new information, we may be required to significantly change the income tax expense recorded in the Consolidated Financial Statements. This includes a further significant decline in value of assets incorporated into our tax planning strategies, which could lead to an increase of our valuation allowance on deferred tax assets having an adverse effect on current and future results.

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

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

Total net earnings from continuing operations decreased by $712 million in 2025 as compared to 2024, and increased by $873 million in 2024 as compared to 2023, and decreased by $788 million in 2023 as compared to 2022.2023.

Recognized gains and losses, net totaled $83$(60) million, $(164)$83 million and $(1,493164) million for the years ended December 31, 2025, 2024, 2023 and 2022,2023, respectively. Recognized gains and losses, net for the year ended December 31, 2025 are primarily attributable to losses on sales of equity securities of $159 million, partially offset by gains on sales of other assets of $63 million and non-cash valuation losses on equity and preferred security holdings of $9 million. Recognized gains and losses, net for the year ended December 31, 2024 are primarily attributable to gains on sales of equity securities and other assets of $193 million and realized gains on derivatives of $50 million, partially offset by recognized losses on sales of fixed maturity securities of $38 million and non-cash valuation losses on equity and preferred security holdings of $117 million. Recognized gains and losses, net for the year ended December 31, 2023 are primarily attributable to losses on sales of fixed maturity securities of $166 million, losses on sales of equity and preferred securities of $104 million and losses on sales of mortgages and other assets of $75 million, partially offset by non-cash valuation gains on equity and preferred security holdings and other invested assets of $181 million. Recognized gains and losses, net for the year ended December 31, 2022 are primarily attributable to realized losses on derivatives of $515 million, losses on sales of fixed maturity securities of $282 million, losses on sales of mortgages and other assets of $80 million, losses on sales of equity and preferred securities of $31 million and non-cash valuation losses on equity and preferred security holdings of $584 million.

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

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

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 insuranceinsurance, and bad debt expense on our trade and notes receivable.

Income tax expense was $367$753 million, $192$367 million and $439$192 million for the years ended December 31, 2025, 2024, 2023 and 2022,2023, respectively. Income tax expense as a percentage of earnings before income taxes was 21.1%,53.9%, 27.7%21.1% and 25.4%27.7% in the years ended December 31, 2025, 2024, and 2023 andrespectively. 2022The respectively.increase in income tax expense as a percentage of earnings before taxes in 2025 as compared to 2024 is primarily attributable to the recording of the deferred tax liability for the outside basis difference in FNF's investment in F&G, offset by releasing a portion of the valuation allowances in the 2025 period that were recorded in prior periods. The decrease in income tax expense as a percentage of earnings before taxes in 2024 as compared to 2023 is primarily attributable to favorable movement in the valuation allowance in 2024 as compared to 2023. The increase in income tax expense as a percentage of earnings before taxes in 2023 as compared to 2022 is primarily attributable to a non-recurring tax benefit in 2022 of realized capital losses carried back to 2017.

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

Total revenues for the Title segment increased by $788 million, or 10%, in the year ended December 31, 2025, as compared to 2024. Total revenues for the Title segment increased by $664 million, or 9%, in the year ended December 31, 2024, as compared to 2023. TotalThe revenues for the Title segment decreased by $2,068 million, or 23%,increase in the year ended December 31, 2023,2025, as compared to 2022.2024 is primarily attributable to increases in both our direct and agency title insurance premiums, increases in escrow, title-related and other fees, and increases in interest and investment income, partially offset by an in increase in non-cash valuation losses on our equity and preferred investment holdings. The increase in the year ended December 31, 2024, as compared to 2023 is primarily attributable to increases in both our direct and agency title insurance premiums, increases in escrow, title-related and other fees, increases in interest and investment income and a decrease in non-cash valuation losses on our equity and preferred investment holdings. The decrease in the year ended December 31, 2023, as compared to 2022 is primarily attributable to decreases in both our direct and agency title insurance premiums and decreases in escrow, title-related and other fees, partially offset by an increase in interest and investment income and a decrease in non-cash valuation losses on our equity and preferred investment holdings.

We experienced an increase in closed title insurance order volumes from both purchase and refinance transactions in the year ended December 31, 2024,2025, as compared to 2023.2024. Total closed order volumes were 956,000 in the year ended December 31, 2025, as compared to 879,000 in the year ended December 31, 2024, as compared to 837,000 in the year ended December 31, 2023, an overall increase of 5%.9%. Total closed order volumes from refinance transactions, which have a lower fee per file than purchase transactions, were 244,000 in the year ended December 31, 2025, compared to 183,000 in the year ended December 31, 2024, an overall increase of 25%. Total closed order volumes from refinance transactions were 183,000 in the year ended December 31, 2024, compared to 156,000 in the year ended December 31, 2023, an overall increase of 17%. Total closed order volumes were 837,000 in the year ended December 31, 2023, compared to 1,222,000 in the year ended December 31, 2022, an overall decrease of 32%. Total closed order volumes from refinance transactions were 156,000 in the year ended December 31, 2023, compared to 369,000 in the year ended December 31, 2022, an overall decrease of 57%. The decreases in both purchase and refinance transactions in 2024 and 2023 are primarily attributable to higher average mortgage interest rates in 2024 and 2023 as compared to 2022.

The average fee per file in our direct operations was $3,948 in the year ended December 31, 2025, compared to $3,742 in the year ended December 31, 2024. The average fee per file in our direct operations was $3,742 in the year ended December 31, 2024, compared to $3,617 in the year ended December 31, 2023. The average fee per file in our direct operations was $3,617 in the year ended December 31, 2023, compared to $3,381 in the year ended December 31, 2022. The increase in average fee per file in 20242025 and 2023 as compared to 20222024 reflects anhome increasedprice proportion of purchase transactions relative to total closed ordersappreciation and a stable commercial market.market, which more than offset the greater proportion of closed order from refinance transactions in both 2025 and 2024. The fee per file tends to change as the mix of refinance and purchase transactions changes, because purchase transactions involve the issuance of both a lender’s policy and an owner’s policy, resulting in higher fees, whereas refinance transactions only require a lender’s policy, resulting in lower fees.

Title premiums from agency operations increased $297 million, or 10%, in the year ended December 31, 2025 as compared to 2024, and increased $343 million, or 13%, in the year ended December 31, 2024 as compared to 2023, and decreased $1,366 million, or 34%, in the year ended December 31, 2023 as compared to 2022.2023. The current trends in the agency business reflect a softeningchallenging residential purchase and refinance environment in many markets throughout the country and a dramatic decline in residential refinance transactions,country, consistent with trends in the direct business.

Escrow, title-related and other fees increased by $185 million, or 8%, in the year ended December 31, 2025 as compared to 2024, and increased by $79 million, or 4%, in the year ended December 31, 2024 as compared to 2023, and decreased by $385 million, or 15%, in the year ended December 31, 2023 as compared to 2022.2023. Escrow fees, which are more closely related to our direct operations, increased by $91 million, or 11%, in the year ended December 31, 2025, as compared to 2024, and increased $58 million, or 8%, in the year ended December 31, 2024, as compared to 2023,2023. The increases in 2025 and decreased $214 million, or 22%, in the year ended December 31, 2023, as compared to 2022. The increase in the year ended December 31, 2024 as compared to 2023 were relatively consistent with the increase in direct premiums. The decrease in the year ended December 31, 2023 as compared 2022 was primarily due to the decreases in closed order volume including declines in residential refinance volume. Other fees in the Title segment, excluding escrow fees, increased by $94 million, or 7%, in the year ended December 31, 2025, as compared to 2024, and increased $21 million, or 2%, in the year ended December 31, 2024, as compared to 2023, and decreased $172 million, or 11%, in the year ended December 31, 2023, as compared to 2022.2023. The increaseincreases in Other fees in the2025 year ended December 31,and 2024 as compared to 2023 waswere attributable to various immaterial items. The decrease in Other fees in the year ended December 31, 2023 as compared to 2022 was primarily driven by decreases in revenues related to our ServiceLink and home warranty businesses and various other immaterial items. The change in both escrow fees and other fees is directionally consistent with the change in title premiums from direct operations in 20242025 and 2023.2024.

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 increased $4 million, or 1%, in the year ended December 31, 2025 as compared to 2024, and increased $21 million, or 6%, in the year ended December 31, 2024 as compared to 2023,2023. The increases in 2025 and increased $125 million, or 59%, in the year ended December 31, 2023 as compared to 2022. The increase in the year ended December 31, 2024 as compared to 2023 waswere attributable to various immaterial items. The increase in the year ended December 31, 2023 as compared to 2022 was primarily attributable to increased income from our tax-deferred property exchange business and higher yields on fixed maturity securities and short-term investments.

Recognized net losses were $78 million, $6 million, $9 million and $443$9 million in the years ended December 31, 2025, 2024, 2023 and 2022,2023, respectively. The variability in recognized gains and losses, net is primarily attributable to fluctuations in non-cash valuation changes on our equity and preferred security holdings in addition to various other individually 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 $288 million, or 11%, in the year ended December 31, 2025 as compared to 2024, and increased $151 million, or 6%,6% in the year ended December 31, 2024 as compared to 2023,2023. andThe decreased $443 million, or 15%increase in the year ended December 31, 20232025 as compared to 2022.2024 is primarily attributable to increased headcount, elevated health claims and increased variable costs from modest increases in revenue and earnings. The increase in the year ended December 31, 2024 as compared to 2023 is primarily attributable to inflationary salary increases and increased variable costs from a modest increaseincreases in revenue and earnings. The decrease in the year ended December 31, 2023 as compared to 2022 is primarily attributable to the decrease in average headcount in 2023 associated with the decline in closed order volume and decreases in bonuses and commissions associated with the declines in revenue and profitability. Personnel costs as a percentage of total revenues from direct title premiums and escrow, title-related and other fees were 61%,60%, 62%61% and 56%62% for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively. Average employee count in the Title segment was 22,248, 21,206, 21,398 and 25,15721,398 in the years ended December 31, 2025, 2024, 2023 and 2022,2023, respectively.

Other operating expenses increased by $102 million, or 8%, in the year ended December 31, 2025 as compared to 2024, and increased $9 million, or 1%, in the year ended December 31, 2024 as compared to 2023, and decreased $273 million, or 18%, in the year ended December 31, 2023 as compared to 2022.2023. Other operating expenses as a percentage of total revenue excluding agency premiums, interest and investment income and recognized gains and losses were 27%, 28%, 30% and 28%30% in the years ended December 31, 2025, 2024, 2023 and 2022,2023, respectively.

The claim loss provision for title insurance was $262 million, $232 million, $207 million and $308$207 million for the years ended December 31, 2025, 2024, 2023 and 20222023 respectively. The provision reflects a 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.

•Life-contingent pension risk transfer premiums increasedwere modestly lower during the year ended December 31, 2025 compared to the year ended December 31, 2024, and higher for the yearsyear ended December 31, 2024 andcompared to the year ended December 31, 2023, reflecting the timing of PRT transactions. As noted above, PRT premiums are subject to fluctuation period to period.

•Surrender charges increasedwere modestly lower for the yearsyear ended December 31, 2025 compared to the year ended December 31, 2024, and higher for the year ended December 31, 2024 andcompared 2023,to the year ended December 31, 2023. These charges primarily reflecting increases inreflect withdrawals from policyholders with surrender charges and market value adjustments (“MVAs”), primarily on our indexed annuities policies.policies, Theand increaseare subject to changes in termination activity is primarily due to the higher interest rate environment. See “Item 1. Business – The Products We Offer – Withdrawal Option for Deferred Annuities,” in this Annual Report on Form 10-K for additional discussion on surrender charges and MVAs.

•Policyholder fees and other income increased for the years ended December 31, 20242025 and 2023,2024, primarily duereflecting tohigher guaranteed minimum withdrawal benefit (“GMWB”) rider fees and increased cost of insurance charges, net of changes in unearned revenue liabilities (“URL”) on IUL policies from growth in business and higher guaranteed minimum withdrawal benefit (“GMWB”) rider fees.business. GMWB rider fees are based on the policyholder's benefit base and are collected at the end of the policy year. The increase for the year ended December 31, 2025 also includes a reinsurance true-up adjustment.

Recognized gains and losses, net is shown net of amounts attributable to certain funds withheld reinsurance agreements which is passed along to the reinsurer in accordance with the terms of these agreements. Recognized gains and (losses) attributable to these agreements, and thus excluded from the totals in the table above, was $(30)$154 million, $(123)$30 million and $381$123 million for the years ended December 31, 2025, 2024, 2023 and 2022,2023, respectively.

The most recent forecast of the Mortgage Bankers Association ("MBA"), as of AprilJuly 20,22, 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):

As of AprilJuly 20,22, 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%– and 4.50%, where it remained as of MarchJune 31,30, 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 MarchJune 31,30, 2026. Average interest rates for a 30-year fixed rate mortgage were 6.1%6.4% and 6.3% for the three and six months ended MarchJune 31,30, 2026, respectively, as compared to 6.8% for the corresponding periodperiods 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 declinedincreased 1%3% in MarchJune 2026 as compared to the corresponding period in 2025, while median existing-home sales prices increased to $408,800,$440,600, or approximately 1%,2%, 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%4.2% and 4.2%4.1% in MarchJune 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 and six months ended MarchJune 31,30, 2026 as compared to the corresponding periodperiods in 2025.

As of MarchJune 31,30, 2026 and December 31, 2025, our reserves, net of reinsurance, and weighted average crediting rate on our fixed rate annuities were $6.1$6.0 billion and 4.76%4.81% 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.

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 and six months ended MarchJune 31,30, 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.

Total revenues increased by $497$416 million in the three months ended MarchJune 31,30, 2026 and increased by $913 million in the six months ended June 30, 2026 as compared to the corresponding periodperiods in 2025.

Net earnings increaseddecreased by $238$17 million in the three months ended MarchJune 31,30, 2026 and increased by $221 million in the six months ended June 30, 2026 as compared to corresponding periodperiods in 2025.

Income tax expense was $175$63 million and $29$98 million infor the three months ended MarchJune 31,30, 2026 and 2025, respectively.respectively, Incomeand tax expense attributable to increases in our valuation allowance were $17$238 million and $4$127 million in the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. Income tax expense as a percentage of earnings before income taxes was 35%19% and 26% for the three months ended June 30, 2026 and 2025, respectively, and 28% and 26% in the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. The increasedecrease in income tax expense as a percentage of earnings before taxes in the three months ended MarchJune 31,30, 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 a reduction in valuation allowance. The increase in income tax expense as a percentage of earnings before taxes in the six months ended June 30, 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.Re.

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 MarchJune 31,30, 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 and six months ended MarchJune 31,30, 2026.

Total revenues for the Title segment increased by $230$315 million, or 13%,14%, in the three months ended MarchJune 31,30, 2026 and increased $545 million, or 14% in the six months ended June 30, 2026 from the corresponding periodperiods in 2025.

Title premiums increased by $180$263 million, or 15%,18%, in the three months ended MarchJune 31,30, 2026 from the corresponding period in 2025. The increase was comprised of an increase in Title premiums from direct operations of $73$135 million, or 14%,21%, and an increase in Title premiums from agency operations of $107$128 million, or 16%.15%.

Title premiums from direct operations increased in the three and six months ended MarchJune 31,30, 2026 from the corresponding periodperiods 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 and six months ended MarchJune 31,30, 2026 from the corresponding periodperiods in 2025. Total closed order volume was 234,000273,000 in the three months ended MarchJune 31,30, 2026 compared to 201,000246,000 in the three months ended MarchJune 31,30, 2025 and 507,000 in the six months ended June 30, 2026 compared to 447,000 in the six months ended June 30, 2025. This represented an overall increase of 16%11% and 13% in the three and six months ended MarchJune 31,30, 20262026, respectively, from the corresponding periodperiods in 2025. The increaseincreases waswere primarily attributable to higher housing inventory and modestly lower mortgage interest rates in the three and six months ended MarchJune 31,30, 2026 as compared to the corresponding periodperiods in 2025.

Total opened title insurance order volumes increased in the three and six months ended MarchJune 31,30, 2026 from the corresponding periodperiods in 2025.

The average fee per file in our direct operations was $3,655$4,107 and $3,899 in the three and six months ended MarchJune 31,30, 2026, respectively, compared to $3,761$3,894 and $3,834 in the three and six months ended MarchJune 31,30, 2025.2025, respectively. The decreaseincreases in average fee per file in the three and six months ended MarchJune 31,30, 2026 as compared to the corresponding periodperiods in 2025 reflectswere anprimarily increasedattributable proportionto home price appreciation and a higher portion of refinanceclosings transactionsfrom relativecommercial totransactions, totalwhich closedhave ordera volume.relatively Thehigher 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.file.

Title premiums from agency operations increased $107$128 million, or 16%,15%, in the three months ended MarchJune 31,30, 2026 and increased $235 million, or 15% in the six months ended June 30, 2026 from the corresponding periodperiods in 2025.

Escrow, title-related and other fees increased by $63$81 million, or 13%, in the three months ended June 30, 2026 and increased $144 million, or 13% in the six months ended June 30, 2026 from the corresponding periods in 2025. Escrow and title-related fees increased by $29 million, or 12%, in the three months ended MarchJune 31,30, 2026 and $51 million, or 12% in the six months ended June 30, 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 periodperiods in 2025. The increaseincreases in escrow and title-related fees in the three and six months ended MarchJune 31,30, 2026 as compared to the corresponding periodperiods in 2025 iswere primarily attributable to increased closed order volume. Other fees, excluding escrow and title-related fees, increased by $41$52 million, or 12%,14%, in the three months ended MarchJune 31,30, 2026 and increased $93 million, or 13% in the six months ended June 30, 2026. The increases in Other fees, excluding escrow and title-related fees, in the three and six months ended MarchJune 31,30, 2026 as compared to the corresponding periodperiods 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 and six months ended MarchJune 31,30, 2026 as compared to the corresponding periodperiods in 2025.

Net recognized gains (losses) were $46$14 million and $25$(32) million in the three and six months ended MarchJune 31,30, 20262026, respectively. Net recognized gains were $43 million and $18 million in the three and six months ended June 30, 2025, respectively. The fluctuations in recognized gains and losses, net in the three and six months ended MarchJune 31,30, 2026 as compared to the corresponding periodperiods 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$70 million, or 11%,9%, in the three months ended MarchJune 31,30, 2026 and increased $146 million, or 10% in the six months ended June 30, 2026 from the corresponding periodperiods in 2025. The increaseincreases isare due to increased health insurance claims, inflationary salary increases, and increased variable costs from the increase in revenues in the threesix months ended MarchJune 31,30, 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$52 million, or 9%,15%, in the three months ended MarchJune 31,30, 2026 and increased by $79 million, or 12% in the six months ended June 30, 2026 from the corresponding periodperiods 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%27% and 30%27% in the three months ended MarchJune 31,30, 2026 and 2025, and 28% and 29% in six months ended June 30, 2026 and 2025, respectively.

The claim loss provision for title insurance was $62$78 million and $54$66 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $140 million and $120 million for the six months ended June 30, 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 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.derivatives, including foreign currency swaps and forwards.

The results of operations of our F&G segment for the three and six months ended MarchJune 31,30, 2026 and 2025 were as follows:

a) Reported net of ceded premiums of $20$19 million, and $22$21 million for the three months ended June 30, 2026 and 2025, and $39 million and ceded$43 million for the six months ended June 30, 2026 and 2025, respectively. Ceded product fees ofwere $24$29 million,million and $12 million for the three months ended MarchJune 31,30, 2026 and 20252025, and $53 million and $24 million for the six months ended June 30, 2026 and 2025, respectively.

•Life-contingent pension risk transfer premiums increasedwere lower for the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025, respectively, reflecting the timing of PRT transactions. PRT premiums are subject to fluctuation period to period.

•Surrender charges were relatively unchangedlower for the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025.2025, respectively. 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 were relatively unchanged for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. Policyholder fees and other income decreased for the threesix months ended MarchJune 31,30, 2026, compared to the threesix months ended MarchJune 31,30, 2025, primarily reflecting the impact of a reinsurance true-up adjustment during the threesix months ended MarchJune 31,30, 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 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$263 million and $184$491 million for the three and six months ended MarchJune 31,30, 20262026, respectively, and March$189 31,million $373 million for the three and six months ended June 30, 2025, respectively.

Recognized gains and losses, net is shown net of amounts attributable to certain funds withheld reinsurance agreementsagreements, which is passed along to the reinsurer in accordance with the terms of these agreements. Recognized gains (and losses) attributable to these agreements, and thus excluded from the totals in the table above, was $260$(82) million and $132 million for the three and six month periods ended MarchJune 31,30, 2026, and $(4257) million and $(99) million for the three and six month periods ended MarchJune 31,30, 2025, respectively.

•For the three and six months ended MarchJune 31,30, 2026, net realized and unrealized gains losses on fixed maturity securities, equity securities and other invested assets is primarily the result of net realized losses on fixed maturity securities.securities primarily reflecting portfolio repositioning.

•For the threesix months ended MarchJune 31,30, 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 and six months ended MarchJune 31,30, 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 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.

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 and foreign currency forwards 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:

•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 derivatives and interest rate swaps were primarily driven by fluctuations in the foreign currency exchange rates and interest rate indexes underlying the swap contracts.

(a) Reported net of ceded benefits and other changes in policy reserves of $50$76 million and $53$64 million for the three months ended MarchJune 31,30, 2026 and 2025, and $126 million and $117 million for the six months ended June 30, 2026 and 2025 respectively.

•PRT agreements, primarily representing the change in reserves associated with PRT premiums during the periods, increaseddecreased for the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 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 and six months ended MarchJune 31,30, 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 increased the direct indexed annuities market related liability by $10 million and $36 million during the three months ended June 30, 2026 and 2025, respectively. The change in risk free rates and non-performance spreads (decreased) increased the direct indexed annuities market related liability by $(145135) million and $47$83 million during the threesix months ended MarchJune 31,30, 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.

◦During the three and six months ended MarchJune 31,30, 2026 and 2025,2026, based on policyholder behavior, experience and interest rate movements,experience, we reflected updates to surrenderthe assumptionsoption forbudget recent and expected near term policyholder behavior, as well as updated certain indexed annuity assumptionsassumption used to calculate the fair value of the embedded derivative component within contractholderContractholder funds. These changes resulted in increases (decreases) in total benefits and other changes in policy reserves of approximately $(10)$4 million and $(21)$14 million for the three and six months ended MarchJune 31,30, 2026 and 2025,2026, respectively.

•Index credits, interest credited and bonuses for the three and six months ended MarchJune 31,30, 2026, were higher compared to the three and six months ended MarchJune 31,30, 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.

Market Risk Benefit losses gains

•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), and 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 June 30, 2026, compared to the three months ended June 30, 2025, primarily reflect unfavorable market related movements, partially offset by favorable actual policyholder behavior as compared to expected. Changes in market risk benefit losses (gains) for the threesix months ended MarchJune 31,30, 2026, compared to the threesix months ended MarchJune 31,30, 2025, primarily reflect favorable market related movements, partially offset by higher issuances and unfavorable actual policyholder behavior as compared to expected.

•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 and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 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 were lowerrelatively unchanged for the three months ended MarchJune 31,30, 2026 and were lower for the six months ended June 30, 2026, compared to the three and six months ended MarchJune 31,30, 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.