v3.26.3
Basis of Financial Statements
9 Months Ended
Sep. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Financial Statements Basis of Financial Statements
The financial information in this report presented for interim periods is unaudited and includes the accounts of F&G Annuities & Life, Inc. (“FGAL”) and its subsidiaries (collectively, “we”, “us”, “our”, the "Company" or “F&G”) prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All adjustments made were of a normal, recurring nature. This report should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 26, 2026.

Description of the Business

F&G is a majority-owned subsidiary of Fidelity National Financial, Inc. (NYSE: FNF) (“FNF”). We provide insurance solutions and market a broad portfolio of annuity and life insurance products through retail channels and institutional markets and earn commissions on the sale of insurance products through our owned distribution channels. For certain disclosures within this Quarterly Report on Form 10-Q, we have elected to aggregate business based on the applicable product type, the manner in which information is regularly reviewed by management and the nature of disclosures that exist outside the Company’s GAAP financial statements.

Retail distribution channels products include:
•Deferred annuities including fixed indexed annuities (“FIA”), registered index-linked annuities (“RILA”), (together referred to as “indexed annuities”) and fixed rate annuities including multi-year guarantee annuities (“MYGA”),
•Immediate annuities, and
•Indexed universal life (“IUL”) insurance.

Institutional markets products include:
•Pension risk transfer (“PRT”) solutions, and
•Funding agreements, including funding agreement backed notes (“FABN”) and Federal Home Loan Bank funding agreements (“FHLB”).

F&G has one reporting segment, which reflects the manner by which our chief operating decision maker (“CODM”), the Chief Executive Officer of F&G, views and manages the business. For information about our reporting segment refer to Note Q - Segment Information.

Recent Developments
Executive Leadership Transitions

On June 16, 2026, F&G announced that Chris Blunt would retire from his role as Chief Executive Officer of F&G to focus on his roles as a Director of F&G and Chief Executive Officer of subsidiary Peak Altitude Equity, LLC (“Peak Altitude”). Conor Murphy, current President and Chief Financial Officer, will assume a broader role as Chief Executive Officer and President. These changes became effective June 30, 2026. Additionally, Michael Bailey joined the Company as Executive Vice President, Chief Financial Officer effective August 3, 2026, and Mark Wiltse, F&G’s Chief Accounting Officer, served as Interim Chief Financial Officer until August 3, 2026.

Effective August 10, 2026, Wendy J.B. Young transitioned from her role as Executive Vice President, Chief Liability Officer of F&G and assumed a senior advisory role reporting to Conor Murphy, Chief Executive Officer and President, at which time she no longer served as a designated Section 16 executive officer of the Company. Ms.
Young will retire from the Company on April 30, 2027, after more than 25 years of service. Ms. Young’s transition and retirement are not a result of any dispute or disagreement with the Company or its board of directors.

Share Repurchase Programs

On November 5, 2026, F&G’s Board of Directors approved a new three-year stock repurchase program, effective November 5, 2026, under which the Company may repurchase up to $100 million of F&G common stock through November 30, 2029.

On March 16, 2026, F&G’s Board of Directors approved a three-year stock repurchase program, effective March 16, 2026, under which the Company may repurchase up to $100 million of F&G common stock through March 31, 2029 (the “March 2026 Repurchase Program”). In 2023, F&G’s Board of Directors approved a three-year stock repurchase program under which the Company may repurchase up to $50 million of F&G common stock through November 6, 2026 (the "2023 Repurchase Program" and together with the March 2026 Repurchase Program, the "Repurchase Programs"). There were no repurchases of shares pursuant to the Repurchase Programs for the three months ended September 30, 2026. The following summarizes the repurchases for the nine months ended September 30, 2026, pursuant to the Repurchase Programs.
Nine months ended September 30, 2026
Total number of shares purchased (in millions)4.52 
Average price paid per share$26.44 
Total cost of shares purchased (in millions)$120 

The total remaining authorization of F&G common stock that may yet be purchased under the 2023 and March 2026 Repurchase Programs at September 30, 2026 totaled approximately $0 million and $12 million, respectively.

Purchases under the repurchase programs may be made from time to time by the Company in the open market at prevailing market prices or in privately negotiated transactions. All purchases are currently planned to be held as Treasury Stock. The extent to which the Company repurchases its shares, and the timing of such purchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other considerations, as determined by the Company.

F&G Life Re Ltd. (“F&G Life Re”)

On March 1, 2026, the Company completed the sale of its Bermuda based subsidiary, F&G Life Re, to Ancient Financial Holdings, LP (“Ancient”), an unrelated third party. As a result of this transaction, the Company no longer holds a controlling financial interest and deconsolidated F&G Life Re. Following the sale, F&G Life Re was renamed Ancient Re Ltd. (“Ancient Re”) and is no longer considered a related party. Blackstone retained asset management for the inforce assets, relating to certain inforce FIA policies, and Ancient manages assets under a new forward flow reinsurance agreement, effective March 1, 2026, to cede certain MYGA business. The transaction reflects F&G’s disciplined execution of risk transfer options and that we no longer needed a Bermuda operation to support our reinsurance strategy. Consideration for the sale included cash received of approximately $102 million and a 19.9% limited partnership interest in Ancient, resulting in a pre-tax gain for the three months ended March 31, 2026 of approximately $14 million. During the third quarter of 2026, the Company finalized post-closing adjustments, which decreased the pre-tax gain by $7 million, reflecting a $12 million purchase price adjustment, partially offset by a $5 million adjustment to the allocation of goodwill. The gain (loss) is recorded in Recognized gains and (losses), net on the unaudited Condensed Consolidated Statements of Operations. The calculation of the gain included derecognition of F&G Life Re’s net assets, which included attributable goodwill of approximately $56 million that was previously recognized at the consolidated level, reduced by the $5 million adjustment to the allocation of goodwill, resulting in a net impact of approximately $51 million. Refer to Note E - Reinsurance for
further information.

Dividends

On November 5, 2026, our Board of Directors declared a quarterly cash dividend of $0.8594 per share of our 6.875% Series A Mandatory Convertible Preferred Stock, par value $0.001 per share, liquidation preference of $50.00 per share (“the FNF Preferred Stock”) for the period from October 15, 2026 to and excluding January 15, 2027, to be payable on January 15, 2027, to FNF Preferred Stock record holders as of January 1, 2027. On November 5, 2026, our Board of Directors also declared a quarterly cash dividend of $0.26 per share of F&G common stock, payable on December 31, 2026, to F&G common shareholders of record as of December 17, 2026. Generally, no dividends will be declared or paid on F&G common stock and no common stock can be acquired by F&G unless all preferred dividends are declared and paid on the FNF Preferred Stock.

During the three months ended September 30, 2026 and 2025, we declared cash dividends of $0.25 and $0.22, respectively, per share of common stock and $0.8594 and $0.8594, respectively, per share of FNF Preferred Stock. During the nine months ended September 30, 2026 and 2025, we declared cash dividends of $0.75 and $0.66, respectively, per share of common stock and $2.5782 and $2.5782, respectively, per share of FNF Preferred Stock.

Unconsolidated Owned Distribution Investments

We paid commissions on sales through our unconsolidated owned distribution investments and their affiliates of approximately $20 million and $12 million for the three months ended September 30, 2026 and 2025, respectively, and $52 million and $44 million for the nine months ended September 30, 2026 and 2025. The acquisition expense is deferred and amortized in Depreciation and amortization on the unaudited Condensed Consolidated Statements of Operations.

Principles of Consolidation

The Consolidated Financial Statements are prepared in accordance with GAAP and include our accounts as well as our wholly owned subsidiaries, majority-owned subsidiaries, and variable interest entities (“VIEs”) for which we are the primary beneficiary. All intercompany profits, transactions and balances have been eliminated. Non-controlling interests recorded on the unaudited Condensed Consolidated Statements of Operations represent the portion of a majority-owned subsidiary's net earnings or loss that is owned by non-controlling shareholders of the subsidiary. Non-controlling interests recorded on the Consolidated Balance Sheets represent the portion of equity in a consolidated subsidiary owned by non-controlling shareholders.

We are involved in certain entities that are considered VIEs as defined under GAAP. Our involvement with VIEs is primarily to invest in assets that allow us to gain exposure to a broadly diversified portfolio of asset classes. A VIE is an entity that does not have sufficient equity to finance its own activities without additional financial support, where investors lack certain characteristics of a controlling financial interest, or where the entity is structured with non-substantive voting rights. We consolidate VIEs for which we are the primary beneficiary and account for all other VIEs as unconsolidated VIEs. We assess our relationships with VIEs to evaluate if we are the primary beneficiary, which is the party that has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant. See Note C - Investments for additional information on our investments in VIEs.

Earnings Per Share
Basic earnings per share (“EPS”), as presented on the unaudited Condensed Consolidated Statements of Operations, is computed by dividing net earnings available to common shareholders in a given period by the weighted average number of common shares outstanding during such period. Net earnings available to common shareholders is net earnings adjusted for net earnings attributable to non-controlling interests and preferred stock dividends, including preferred stock dividends declared. In periods when earnings are positive, diluted EPS is calculated by dividing net earnings available to common shareholders by the weighted average number of common
shares outstanding plus assumed conversions of potentially dilutive securities. For periods when we recognize a net loss, diluted loss per share is equal to basic loss per share as the impact of assumed conversions of potentially dilutive securities is considered to be antidilutive. Certain shares of restricted stock, using the treasury stock method and, the FNF Preferred Stock, using the if-converted method, are treated as common share equivalents for purposes of calculating diluted earnings per share for periods in which the effect is dilutive. The if-converted method assumes that the convertible preferred stock converts into common stock at the beginning of the period or date of issuance, if later. Refer to Note P - Earnings Per Share for more details over our calculation of EPS.

Comprehensive Income (Loss)

We report Comprehensive Income (Loss) in accordance with GAAP on the unaudited Condensed Consolidated Statements of Comprehensive Income (Loss). Total comprehensive income (loss) is defined as all changes in shareholders' equity during a period, other than those resulting from investments by and distributions to shareholders. While total Comprehensive Income (Loss) is the activity in a period and is largely driven by net earnings in that period, Accumulated other comprehensive income or loss (“AOCI”) represents the cumulative balance of other comprehensive income (loss), net of tax, as of the balance sheet date. Amounts reclassified to net earnings relate to the realized gains (losses) on our investments and other financial instruments, excluding investments in unconsolidated affiliates, and are included in Recognized gains and (losses), net on the unaudited
Condensed Consolidated Statements of Operations. The income tax effects are released from AOCI when the related activity is reclassified to net earnings.

Other comprehensive income (loss) (“OCI”)

Changes in the balance of OCI for the three and nine months ended September 30, 2026 and 2025 by component are as follows (in millions).
Three months ended September 30, 2026
Unrealized gain (loss) on investments and other financial instruments, net (excluding investments in unconsolidated affiliates)Change in current discount rate- future policy benefitsChange in instrument-specific credit risk - market risk benefitsForeign currency translation and other (a)Total accumulated other comprehensive income (loss)
Balance at June 30, 2026$(2,271)$716 $(92)$(11)$(1,658)
Reclassification adjustments included in net earnings (b)32 — — — 32 
Other comprehensive income (loss) before tax, net of reclassifications(1,837)612 21 (11)(1,215)
Deferred income tax (expense) benefit366 (128)(4)2 236 
Balance at September 30, 2026$(3,710)$1,200 $(75)$(20)$(2,605)
Three months ended September 30, 2025
Unrealized gain (loss) on investments and other financial instruments, net (excluding investments in unconsolidated affiliates)Change in current discount rate- future policy benefitsChange in instrument-specific credit risk - market risk benefitsForeign currency translation and other (a)Total accumulated other comprehensive income (loss)
Balance at June 30, 2025$(2,261)$666 $(83)$8 $(1,670)
Reclassification adjustments included in net earnings (b)10 — — — 10 
Other comprehensive income (loss) before tax, net of reclassifications548 (162)(32)1 355 
Deferred income tax (expense) benefit(111)34 6 — (71)
Balance at September 30, 2025$(1,814)$538 $(109)$9 $(1,376)
(a)Other includes changes in hedging instruments.
(b)Net of income tax (expense) benefit of $(8) million and an immaterial amount for the three months ended September 30, 2026 and 2025, respectively.
Nine months ended September 30, 2026
Unrealized gain (loss) on investments and other financial instruments, net (excluding investments in unconsolidated affiliates)Change in current discount rate- future policy benefitsChange in instrument-specific credit risk - market risk benefitsForeign currency translation and other (a)Total accumulated other comprehensive income (loss)
Balance at December 31, 2025$(1,951)$563 $(102)$2 $(1,488)
Reclassification adjustments included in net earnings (b)163 — — — — 163 
Other comprehensive income (loss) before tax, net of reclassifications(2,406)806 34 (28)(1,594)
Deferred income tax (expense) benefit484 (169)(7)6 314 
Balance at September 30, 2026$(3,710)$1,200 $(75)$(20)$(2,605)
Nine months ended September 30, 2025
Unrealized gain (loss) on investments and other financial instruments, net (excluding investments in unconsolidated affiliates)Change in current discount rate- future policy benefitsChange in instrument-specific credit risk - market risk benefitsForeign currency translation and other (a)Total accumulated other comprehensive income (loss)
Balance at December 31, 2024$(2,637)$798 $(78)$(6)$(1,923)
Reclassification adjustments included in net earnings (b)10 — — (1)9 
Other comprehensive income (loss) before tax, net of reclassifications1,020 (329)(39)20 672 
Deferred income tax (expense) benefit(207)69 8 (4)(134)
Balance at September 30, 2025$(1,814)$538 $(109)$9 $(1,376)
(a)Other includes changes in hedging instruments.
(b)Net of income tax (expense) benefit of $(43) million and an immaterial amount for the nine months ended September 30, 2026 and 2025, respectively.

Recent Accounting Pronouncements
Adopted Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update enhance the transparency of the income tax disclosures by expanding on the disclosures required annually. The amendments require entities to disclose in their rate reconciliation table additional categories of information about federal, state, and foreign income taxes, in addition to providing details about the reconciling items in some categories if above a quantitative threshold. Additionally, the amendments require annual disclosure of income taxes paid (net of refunds received) disaggregated by jurisdiction based on a quantitative threshold. We adopted this standard as of December 31, 2025 using the prospective approach.

Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update enhance transparency of certain expense captions by disclosing more granular information of specific expenses within those captions such as personnel costs, depreciation, and amortization. The amendments also require disclosure of qualitative description of amounts remaining in relevant expense captions that are not separately disaggregated. The amendments in this update are effective for all public companies for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after
December 15, 2027. Early adoption is permitted, and the amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to all prior periods presented in the financial statements. We do not expect to early adopt this standard and are in the process of assessing this standard and its impact on our disclosures upon adoption.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this update refine capitalization thresholds by removing all references to project stages. The amendments require that an entity capitalize software costs when management has authorized and committed to funding the software project and when it is probable that the project will be completed and the software will be used to perform the function intended (“probable-to-complete recognition threshold”). Additionally, the amendments clarify the disclosure requirements for internal-use software costs. The amendments in this update are effective for all companies for annual and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments should be applied using a prospective, retrospective, or modified transition approach. We do not expect to early adopt this standard and are in the process of assessing this standard and its impact upon adoption.