31620R402 Filings — Fidelity National Financial, Inc. - FilingSpy
31620R402
Fidelity National Financial, Inc.
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A company that insures the paperwork behind almost every home sale, Fidelity National Financial issues title insurance and handles escrow for buyers, sellers, and lenders through brands like Chicago Title and Commonwealth Land. Its sister business, F&G, sells retirement annuities and life insurance. Founded in 1984 by William Foley and Frank Willey, the firm traces its title roots back to 1847 — and its Chicago Title predecessor famously survived the Great Chicago Fire of 1871, using its own saved land records to prove ownership and help rebuild the city.
FNF reports Q2 2026 net earnings of $288M, or $1.08 per diluted share
Total revenue was $4.051 billion for Q2 2026, up from $3.635 billion in Q2 2025.
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Adjusted net earnings attributable to common shareholders were $370 million, or $1.39 per share, versus $318 million, or $1.16 per share, a year earlier.
Title Segment adjusted pre-tax earnings rose 33% to $448 million, with an industry-leading adjusted pre-tax title margin of 17.8%.
F&G Segment adjusted net earnings were $65 million, reflecting FNF's ~72% ownership stake, compared with $89 million in Q2 2025.
FNF returned approximately $195 million to shareholders in Q2 2026 via dividends and share repurchases.
F&G assets under management before reinsurance reached a record $74.7 billion, up 8% year over year.
2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits
Fidelity National Financial shareholders approve declassification of board, effective June 10, 2026.
Stockholders approved Amended and Restated Articles of Incorporation to eliminate classified board over three years, filed with Nevada Secretary of State on June 10, 2026.
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Directors will be elected to one-year terms starting at the 2027 Annual Meeting, with all directors standing for annual election by the 2029 Annual Meeting.
Amended and Restated Bylaws, conforming to the Articles, became effective June 10, 2026.
At the June 10, 2026 Annual Meeting, four Class III directors were elected: William P. Foley II, Douglas K. Ammerman, Thomas M. Hagerty, and Peter O. Shea, Jr.
Shareholders also approved advisory say-on-pay (203,983,950 for) and ratified Ernst & Young LLP as independent auditor for 2026 (239,467,458 for).
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits
Fidelity National Financial amends CEO Michael J. Nolan's employment agreement, effective May 8, 2026.
The agreement has a three-year term with automatic annual extensions unless either party gives timely notice not to extend.
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On May 8, 2026, Fidelity National Financial entered into a First Amended and Restated Employment Agreement with Michael J. Nolan, who will continue as CEO.
Nolan's annual base salary is set at $1,100,000, with an annual incentive target of 200% of base salary, payable based on performance.
He is eligible for equity incentive plans and will receive a restricted stock award with a grant date value of $2,000,000, vesting one-third on each of the first three anniversaries of the grant date.
The compensation committee approved the agreement and retention award based on Nolan's skills, qualifications, performance, and the company's strong performance under his leadership.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits
FNF Q1 2026 net earnings $243M, up from $83M year-over-year
Total revenue was $3,226 million for Q1 2026, compared with $2,729 million in Q1 2025.
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Adjusted net earnings attributable to common shareholders were $249 million, or $0.93 per diluted share, versus $213 million, or $0.78 per share, in the prior-year quarter.
Title Segment adjusted pre-tax title margin was 13.1%, up from 11.7% in Q1 2025.
F&G Segment reported record assets under management before reinsurance of $74.5 billion, up 11% year-over-year.
FNF returned approximately $222 million to shareholders in Q1 2026 through dividends and share repurchases.
2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits
FNF reports Q4 2025 adjusted EPS of $1.41, up from $1.34 a year ago
Adjusted net earnings for Q4 2025 were $382 million, or $1.41 per share, compared to $366 million, or $1.34 per share, in Q4 2024.
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Full year 2025 adjusted net earnings were $1.4 billion, or $4.97 per share, versus $1.3 billion, or $4.63 per share, in 2024.
Net loss attributable to common shareholders for Q4 2025 was $117 million, or $0.43 per diluted share, including a $471 million noncash deferred income tax charge from the F&G share distribution.
FNF completed a special dividend of approximately 12% ownership of F&G (about 16 million shares) to shareholders on December 31, 2025, retaining an approximate 70% equity stake.
Title Segment adjusted pre-tax margin was 17.5% for Q4 and 15.9% for full year 2025; F&G AUM before flow reinsurance reached a record $73.1 billion, up 12% year-over-year.
2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits
FNF board approves special stock distribution of ~16M F&G shares to shareholders on Dec 31, 2025
Based on ~271 million FNF shares outstanding as of November 5, 2025, shareholders will receive approximately six F&G shares for every 100 FNF shares held.
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On November 6, 2025, FNF's board approved a special stock distribution of approximately 16 million shares of F&G Annuities & Life common stock, representing about 12% of F&G's outstanding shares.
The distribution will be made on December 31, 2025 to FNF shareholders of record as of 4:30 p.m. ET on December 17, 2025.
No fractional F&G shares will be distributed; cash will be paid in lieu of fractions, and the distribution is intended to be a taxable dividend for U.S. federal income tax purposes.
No shareholder vote or action is required, and the distribution will be made in book-entry form without any cash payment or surrender of FNF shares.
8.01 Other Events · 9.01 Financial Statements and Exhibits
FNF reports Q3 2025 net earnings of $358M, or $1.33 per diluted share
Third quarter 2025 net earnings attributable to common shareholders were $358 million, or $1.33 per diluted share, up from $266 million, or $0.97 per share, in Q3 2024.
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Adjusted net earnings attributable to common shareholders were $439 million, or $1.63 per share, compared to $356 million, or $1.30 per share, in the prior-year quarter.
Title Segment total revenue was $2.3 billion, an 8% increase year-over-year, with an adjusted pre-tax title margin of 17.8%.
F&G Segment achieved record assets under management before flow reinsurance of $71.4 billion, up 14% from Q3 2024, with gross sales of $4.2 billion.
FNF repurchased 631,000 shares for $37.5 million and paid common dividends of $0.50 per share ($135 million) in the third quarter.
2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits