UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

F&G Annuities & Life, Inc.
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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F&G Annuities & Life, Inc.

801 Grand Avenue, Suite 2600

Des Moines, IA 50309

April 30, 2026

Dear Shareholder:

On behalf of the board of directors, I cordially invite you to attend the annual meeting of the shareholders of F&G Annuities & Life, Inc. The meeting will be held virtually on June 24, 2026, at 11:00 a.m., Central Time. Instructions for accessing the virtual meeting platform online are included in the Proxy Statement for this meeting. The formal Notice of Annual Meeting and Proxy Statement for this meeting are attached to this letter.

The Notice of Annual Meeting and Proxy Statement contain more information about the annual meeting, including who can vote and the different methods you can use to vote, including the telephone, Internet and traditional paper proxy card. Whether or not you plan to attend the virtual annual meeting, please vote by one of the outlined methods to ensure that your shares are represented and voted in accordance with your wishes.

We are proud to have a dynamic, effective and highly-qualified board of directors with the right mix of skills, experiences and backgrounds at F&G.

On behalf of the board of directors, I thank you for your support.

Sincerely,

Christopher O. Blunt

Chief Executive Officer

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of F&G Annuities & Life, Inc.:

Notice is hereby given that the 2026 Annual Meeting of Shareholders of F&G Annuities & Life, Inc. will be held via live webcast on June 24, 2026, at 11:00 a.m., Central Time. The meeting can be accessed by visiting www.virtualshareholdermeeting.com/FG2026 and using your 16-digit control number, where you will be able to listen to the meeting live and vote online. We encourage you to allow ample time for online check-in, which will open at 10:45 a.m. Central Time. Please note that there will not be a physical location for the 2026 Annual Meeting and that you will only be able to attend the meeting by means of remote communication. We designed the format of our virtual annual meeting to ensure that our shareholders who attend the virtual annual meeting will have the same rights and opportunities to participate as they would at an in-person meeting, including the ability to submit questions.

The meeting is being held in order to:

Elect three Class I directors to serve until the 2029 Annual Meeting of Shareholders or until their successors are duly elected and qualified or their earlier death, resignation or removal;

Approve a non-binding advisory resolution on the compensation paid to our named executive officers (the Say-on-Pay Proposal); and

Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2026 fiscal year.

At the meeting, we will also transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

The board of directors set April 27, 2026, as the record date for the meeting. This means that owners of F&G Annuities & Life, Inc’s common stock at the close of business on that date are entitled to:

	●	Receive notice of the meeting; and

	●	Vote at the meeting and any adjournments or postponements of the meeting.

All shareholders are cordially invited to attend the virtual annual meeting. Please read these proxy materials and cast your vote on the matters that will be presented at the annual meeting.

You may vote your shares through the Internet, by telephone, or by mailing your proxy card. Instructions for our registered shareholders are described under the question “How Do I Vote?” on page 3 of the proxy statement.

Sincerely,

Michael L. Gravelle

Executive Vice President, General Counsel & Corporate Secretary

Des Moines, Iowa

April 30, 2026

PLEASE COMPLETE, DATE AND SIGN YOUR PROXY AND MAIL IT PROMPTLY IN AN ENVELOPE (OR VOTE VIA TELEPHONE OR INTERNET) TO ASSURE REPRESENTATION OF YOUR SHARES.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 24, 2026: The Company’s Proxy Statement for the 2026 Annual Meeting of Shareholders and the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at www.proxyvote.com.

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F&G Annuities & Life, Inc.

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General Information About the Company	2

General Information About the Virtual Annual Meeting	3

Corporate Governance Highlights	7

Corporate Governance and Related Matters	7

Certain Information About Our Directors	14

Proposal No. 1: Election of Directors	19

Certain Information About Our Executive Officers	20

Compensation Discussion and Analysis	21

Proposal No. 2: Advisory Vote on Named Executive Officer Compensation	49

Proposal No. 3: Ratification of Independent Registered Public Accounting Firm	50

Security Ownership of Certain Beneficial Owners	51

Certain Relationships and Related Person Transactions	53

Delinquent Section 16(a) Reports	56

Other Matters	56

Available Information	57

Annex A	59-61

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Proxy Statement

The proxy is solicited by the board of directors, or the board, of F&G Annuities & Life, Inc., or F&G or the Company, for use at the Annual Meeting of Shareholders to be held on June 24, 2026, at 11:00 a.m., Central Time, or at any postponement or adjournment thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders. The annual meeting will be held virtually at www.virtualshareholdermeeting.com/FG2026.

It is anticipated that such proxy, together with this proxy statement, will first be mailed on or about April 30, 2026, to all shareholders entitled to vote at the meeting.

The Company’s principal executive offices are located at 801 Grand Ave. Suite 2600, Des Moines, Iowa 50309, and its telephone number at that address is (866) 846-4660.

Forward-Looking Statements

This proxy statement includes forward-looking statements. These statements are not historical facts, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. Forward-looking statements include statements about our business and future performance, as well as ESG targets, goals, and commitments outlined in this proxy statement or elsewhere. These statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods, or by the inclusion of forecasts or projections. We caution readers not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or other factors, except where we are expressly required to do so by law. For a discussion of some of the risks and important factors that could affect our future results and financial condition, see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.

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General Information About the Company

Founded in 1959, F&G is a leading provider of insurance solutions serving retail annuity and life customers as well as institutional clients. Our mission is to help people turn their aspirations into reality and, as of December 31, 2025, F&G has approximately 778,000 policyholders who count on the safety and protection our fixed annuity and life insurance products provide. We also serve approximately 145,000 plan participants who will receive their pension payments from F&G through our pension risk transfer solutions.

Through our insurance subsidiaries, including Fidelity & Guaranty Life Insurance Company (FGL Insurance) and Fidelity & Guaranty Life Insurance Company of New York (FGL NY Insurance), we market a broad portfolio of annuities, including fixed indexed annuities and multi-year guarantee annuities, pension risk transfer solutions, as well as indexed universal life insurance and institutional funding agreements.

We were acquired on June 1, 2020, by Fidelity National Financial, Inc. (FNF). We have benefited from financial strength rating upgrades following the acquisition; S&P and Fitch upgraded us to A-, and Moody’s upgraded to Baa1 in June 2020. More recently, Moody’s upgraded us to A3 in July 2023 and A.M. Best upgraded us to A in January 2024. These upgrades, valued by our distribution partners, have positioned us to quickly expand our business in existing channels and gain access to new markets. Gross sales increased from $4.5 billion for the full year 2020 to $14.6 billion for 2025. We now operate in and source significant premiums from three distinct retail channels and two institutional markets, versus a single channel prior to the acquisition by FNF.

Company Highlights:

●

Generated record assets under management (AUM): F&G achieved record AUM before flow reinsurance of $73.1 billion as of December 31, 2025, an increase of 12% over year-end 2024. This included retained AUM of $57.6 billion as of December 31, 2025.

●

Excellent credit performance in the investment portfolio: The investment portfolio is performing well, with 96% of fixed maturities being investment grade. It is well matched to our liability profile and diversified across asset types. Credit-related impairments have remained low and stable, averaging 6 basis points over the past five years.

●

Continued focus on organic growth and return of capital to shareholders: F&G returned $137 million of capital to shareholders from common and preferred dividends in 2025.

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Strong solvency: Estimated risk-based capital (RBC) ratio for our primary operating subsidiary was approximately 430% as of December 31, 2025, above our 400% target.

We believe the strength of our balance sheet provides confidence to our policyholders and business partners and positions us for continued growth. Our invested assets comprise what we believe to be a highly rated and well diversified portfolio. As of December 31, 2025, 96% of our fixed maturity securities were rated under criteria of the National Association of Insurance Commissioners (NAIC) as NAIC 1 or NAIC 2, the two highest credit rating designations of the NAIC. These assets are managed against what we believe to be prudently underwritten liabilities. We have inforce liabilities of $56.8 billion at December 31, 2025, with a liability duration of approximately five years, well matched to our assets. Going forward, we will continue to execute on our strategy toward a more fee-based, higher margin, and less capital intensive business model.

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General Information About the Virtual Annual Meeting

Your shares can be voted at the virtual annual meeting only if you vote by proxy or if you are present and vote at the meeting. Even if you expect to attend the virtual annual meeting, please vote by proxy to assure that your shares will be represented.

Why Did I Receive this Proxy Statement?

The board is soliciting your proxy to vote at the virtual annual meeting because you were a holder of our common stock at the close of business on April 27, 2026, which we refer to as the record date, and therefore you are entitled to vote at the annual meeting. This proxy statement contains information about the matters to be voted on at the annual meeting, and the voting process, as well as information about the Company’s directors and executive officers.

Who is Entitled to Vote?

All record holders of our common stock as of the close of business on April 27, 2026, are entitled to vote. As of the close of business on that day, 132,889,653 shares of our common stock were issued and outstanding and eligible to vote. Of those, 94,662,347 shares were held by FNF and 38,227,306 shares were held by our other shareholders. Each share is entitled to one vote on each matter presented at the virtual annual meeting.

If you hold your shares of F&G common stock through a broker, bank or other holder of record, you are considered a “beneficial owner” of shares held in street name. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by using the voting instruction form included in the mailing or by following their instructions for voting via the Internet or by telephone.

What Shares are Covered by the Proxy Card?

The proxy card covers all shares of F&G common stock held by you of record (i.e., shares registered in your name) and any shares of F&G common stock held for your benefit in our 401(k) plan.

How Do I Vote?

You may vote using any of the following methods:

At the virtual annual meeting. All shareholders may vote at the virtual annual meeting. Please see “How Do I Access the Virtual Annual Meeting? Who May Attend?” for additional information on how to vote at the annual meeting.

By proxy. There are three ways to vote by proxy:

●

By mail, using your proxy card and return envelope;

●

By telephone, using the telephone number printed on the proxy card and following the instructions on the proxy card; or

●

By the Internet, using a unique password printed on your proxy card and following the instructions on the proxy card.

Even if you expect to attend the annual meeting virtually, please vote by proxy to assure that your shares will be represented.

What Does it Mean to Vote by Proxy?

It means that you give someone else the right to vote your shares in accordance with your instructions. In this case, we are asking you to give your proxy to our Chief Executive Officer, President and Chief Financial Officer, and Corporate Secretary, who are sometimes referred to as the proxy holders. By giving your proxy to the proxy holders, you assure that your vote will be counted even if you are unable to attend the annual meeting. If you give your proxy by returning a signed proxy or by telephone or Internet but do not include specific instructions on how to vote on a particular proposal described in this proxy statement, the proxy holders will vote your shares in accordance with the recommendation of the board for such proposal.

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On What am I Voting?

You will be asked to consider three proposals at the annual meeting.

●

Proposal No. 1 asks you to elect three Class I directors to serve until the 2029 Annual Meeting of Shareholders.

●

Proposal No. 2 asks you to approve, on a non-binding advisory basis, the compensation paid to our named executive officers in 2025 (the Say-on-Pay Proposal).

●

Proposal No. 3 asks you to ratify the appointment of Ernst & Young LLP (EY) as our independent registered public accounting firm for the 2026 fiscal year.

How Does the Board Recommend that I Vote on These Proposals?

The board recommends that you vote “FOR ALL” director nominees in Proposal 1, and “FOR” Proposals 2 and 3.

What Happens if Other Matters are Raised at the Meeting?

Although we are not aware of any matters to be presented at the virtual annual meeting other than those contained in the Notice of Annual Meeting, if other matters are properly raised at the virtual annual meeting in accordance with the procedures specified in our certificate of incorporation and bylaws, or applicable law, all proxies given to the proxy holders will be voted in accordance with their best judgment.

What If I Submit a Proxy and Later Change My Mind?

If you have submitted your proxy and later wish to revoke it, you may do so by doing one of the following: giving written notice to the Corporate Secretary prior to the virtual annual meeting; submitting another proxy bearing a later date (in any of the permitted forms) prior to the virtual annual meeting; or casting a ballot at the virtual annual meeting.

Who Will Count the Votes?

Broadridge Financial Solutions, Inc. will serve as proxy tabulator and count the votes, and the results will be certified by the inspector of election.

How Many Votes Must Each Proposal Receive to be Adopted?

The following votes must be received:

●

For Proposal No. 1 regarding the election of directors, a plurality of votes of our common stock cast is required to elect a director. Withhold votes and broker non-votes are not counted as votes cast and will therefore have no effect.

●

For Proposal No. 2 regarding a non-binding advisory vote on the compensation paid to our named executive officers, this vote is advisory in nature. Our bylaws require that proposals relating to matters other than the election of directors be approved by the affirmative vote of a majority of the shares of our common stock represented and entitled to vote on the matter, in which case abstentions have the effect of a vote against Proposal No. 2. Broker non-votes are not counted as shares entitled to vote on Proposal No. 2 and will therefore have no effect. Because the vote on Proposal No. 2 is advisory and therefore will not be binding on the Company, the board will review the voting result and take it into consideration when making future decisions regarding the compensation paid to our named executive officers.

●

For Proposal No. 3 regarding the ratification of the appointment of EY, the affirmative vote of a majority of the shares of our common stock represented and entitled to vote on the matter would be required for approval. Abstentions will have the effect of a vote against this proposal. Because this proposal is considered a “routine” matter under the rules of the New York Stock Exchange, nominees may vote in their discretion on this proposal on behalf of beneficial owners who have not furnished voting instructions, and, therefore, there will be no broker non-votes on this proposal.

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What Constitutes a Quorum?

A quorum is present if a majority of the outstanding shares of our capital stock issued and entitled to vote at the annual meeting are present in person or represented by proxy. Broker non-votes and abstentions will be counted for purposes of determining whether a quorum of each class is present.

What Are Broker Non-Votes? If I Do Not Vote, Will My Broker Vote for Me?

Broker non-votes occur when nominees, such as banks and brokers holding shares on behalf of beneficial owners, do not receive voting instructions from the beneficial owners at least ten days before the meeting. If that happens, the nominees may vote those shares only on matters deemed “routine” by the Securities and Exchange Commission and the rules promulgated by the New York Stock Exchange thereunder.

The Company believes that all the proposals to be voted on at the annual meeting, except for Proposal No.3 regarding the appointment of EY as our independent registered public accounting firm, are not “routine” matters. On non-routine matters, such as Proposals No. 1 and 2, nominees cannot vote unless they receive voting instructions from beneficial owners. Please be sure to give specific voting instructions to your nominee so that your vote can be counted.

What Effect Does an Abstention Have?

With respect to Proposal No. 1, abstentions or directions to withhold authority will not be included in the vote total and will not affect the outcome of the vote. With respect to each of Proposals No. 2 and 3, abstentions will have the effect of a vote against the proposals.

Who Pays the Cost of Soliciting Proxies?

We pay the cost of the solicitation of proxies, including preparing and mailing the Notice of Annual Meeting of Shareholders, this proxy statement and the proxy card. Following the mailing of this proxy statement, directors, officers and employees of the Company may solicit proxies by telephone, facsimile transmission or other personal contact. Such persons will receive no additional compensation for such services. Brokerage houses and other nominees, fiduciaries and custodians who are holders of record of shares of our common stock will be requested to forward proxy soliciting material to the beneficial owners of such shares and will be reimbursed by the Company for their charges and expenses in connection therewith at customary and reasonable rates.

What If I Share a Household with Another Shareholder?

We have adopted a procedure approved by the Securities and Exchange Commission, called “householding.” Under this procedure, F&G shareholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of our Annual Report and Proxy Statement unless one or more of these shareholders notifies us that they wish to continue receiving individual copies. This procedure will reduce our printing costs and postage fees. Shareholders who participate in householding will continue to receive separate proxy cards. Also, householding will not in any way affect dividend check mailings. If you are a shareholder who resides in the same household with another shareholder, or if you hold more than one account registered in your name at the same address, and wish to receive a separate proxy statement and annual report or notice of internet availability of proxy materials for each account, please contact, Broadridge, toll free at 1-866-540-7095. You may also write to Broadridge, Householding Department, at 51 Mercedes Way, Edgewood, New York 11717. Beneficial shareholders can request information about householding from their banks, brokers or other holders of record. We hereby undertake to deliver promptly upon written or oral request, a separate copy of the Annual Report to Shareholders, or this Proxy Statement, as applicable, to a shareholder at a shared address to which a single copy of the document was delivered.

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Why Did I Receive a Notice in the Mail Regarding the Internet Availability of the Proxy Materials Instead of a Paper Copy of the Proxy Materials?

In accordance with the rules of the Securities and Exchange Commission, we have elected to furnish to our shareholders this Proxy Statement and our Annual Report on Form 10-K by providing access to these documents on the Internet rather than mailing printed copies. Accordingly, the Notice of Internet Availability is being mailed to our shareholders of record and beneficial owners (other than those who previously requested printed copies or electronic delivery of our proxy materials), which will direct shareholders to a website where they can access our proxy materials and view instructions on how to vote via the internet or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability. Our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available for shareholders at www.proxyvote.com. Instead of receiving future copies of our Proxy Statement and Annual Report on Form 10-K to shareholders by mail, shareholders can access these materials online. Opting to receive your proxy materials online will save us the cost of producing and mailing documents to you; an electronic link to the proxy voting site will be provided to you. Shareholders of record can enroll at www.proxyvote.com for online access to future proxy materials. If you hold your shares in a bank or brokerage account, you also may have the opportunity to receive copies of these documents electronically. Please check the information provided in the proxy materials mailed to you by your bank or broker regarding the availability of this service.

How Do I Access the Virtual Annual Meeting? Who May Attend?

At the virtual annual meeting, shareholders will be able to listen to the meeting live and vote. To be admitted to the virtual annual meeting at www.virtualshareholdermeeting.com/FG2026, you must enter the 16-digit control number available on your proxy card if you are a shareholder of record or included in your voting instruction card and voting instructions you received from your broker, bank or other nominee. Although you may vote online during the virtual annual meeting, we encourage you to vote via the Internet, by telephone or by mail as outlined in the Notice of Internet Availability of Proxy Materials or on your proxy card to ensure that your shares are represented and voted.

The meeting webcast will begin promptly at 11:00 a.m., Central Time, on June 24, 2026, and we encourage you to access the meeting prior to the start time.

Will I Be Able to Ask Questions During the Virtual Annual Meeting?

Shareholders will be able to ask questions through the virtual meeting website during the meeting through www.virtualshareholdermeeting.com/FG2026. The Company will respond to as many appropriate questions during the annual meeting as time allows.

How Can I Request Technical Assistance During the Virtual Annual Meeting?

A technical support line will be available on the meeting website for any questions on how to participate in the virtual annual meeting or if you encounter any difficulties accessing the virtual meeting.

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Corporate Governance Highlights

Our board is focused on good governance practices, which promote the long-term interests of our shareholders and support accountability of our board of directors and management. Our board of directors has implemented the following measures to improve our overall governance practices. See “Corporate Governance and Related Matters” for more detail on F&G’s governance practices.

●	Annual performance evaluations of the board of directors and committees	●	Independent audit, compensation and corporate governance and nominating committees

●	Robust stock ownership guidelines for our executive officers and directors	●	Shareholder engagement on compensation and governance issues

●	Clawback policy	●	No supermajority voting requirement for shareholders to act

Corporate Governance and Related Matters

Corporate Governance Guidelines

Our Corporate Governance Guidelines provide, along with the charters of the committees of the board of directors, a framework for the functioning of the board of directors and its committees and to establish a common set of expectations as to how the board of directors should perform its functions. The Corporate Governance Guidelines address a number of areas including the size and composition of the board, board membership criteria and director qualifications (including consideration of all aspects of diversity when considering new director nominees, including diversity of age, gender, nationality, race, ethnicity and sexual orientation), director responsibilities, board agenda, roles of the Chairman of the board of directors and Chief Executive Officer, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. The board of directors reviews these guidelines and other aspects of our governance at least annually. A copy of our Corporate Governance Guidelines is available for review on our website at investors.fglife.com.

Codes of Ethics

Our board of directors has adopted a Code of Ethics for Senior Financial Officers, which is applicable to our Chief Executive Officer, our Chief Financial Officer and our Chief Accounting Officer, and a Code of Business Conduct & Ethics, which is applicable to all our directors, officers and employees. The purpose of these codes is to: (i) promote honest and ethical conduct, including the ethical handling of conflicts of interest; (ii) promote full, fair, accurate, timely and understandable disclosure; (iii) promote compliance with applicable laws and governmental rules and regulations; (iv) ensure the protection of our legitimate business interests, including corporate opportunities, assets and confidential information; and (v) deter wrongdoing. Our codes of ethics are designed to maintain our commitment to our longstanding standards for ethical business practices. Our reputation for integrity is one of our most important assets and each of our employees and directors is expected to contribute to the care and preservation of that asset. Under our codes of ethics, an amendment to or a waiver or modification of any ethics policy applicable to our directors or executive officers must be disclosed to the extent required under Securities and Exchange Commission and/or New York Stock Exchange rules. We intend to disclose any such amendment or waiver by posting it on our website at investors.fglife.com. Copies of our Code of Business Conduct & Ethics and our Code of Ethics for Senior Financial Officers are available for review on our website at investors.fglife.com.

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Our Approach to Environmental, Social, and Governance (ESG)

F&G’s product solutions provide social good by supporting clients to achieve their retirement goals and to improve their financial lives, while protecting against unforeseen events through life insurance policies. This sentiment of service provides the foundation for F&G’s culture and guides business operations as well as interactions within our communities. Our Company and our board is committed to sustainable practices to serve our employees, business partners and the community. The F&G audit committee is responsible for overseeing the Company’s sustainability risks. Such risks may include climate risks as a subset of investment risks. The Company’s Chief Risk Officer (CRO) will continue to update the audit committee on F&G’s climate risk profile as risks and opportunities arise. The audit committee utilizes and relies on other groups and committees within F&G to facilitate the mitigation of identified risks and identify opportunities related to our sustainability.

Operational sustainability, community engagement and workforce flexibility: F&G aims to reduce the company’s environmental footprint through a variety of sustainable and environmentally sound programs within its LEED-certified headquarters building in Des Moines, Iowa. F&G also promotes flexible work from home arrangements which reduce commute time, greenhouse gas emissions, and paper usage. F&G focuses its community engagement and charitable giving to support essential needs such as food insecurity and housing. In recent years, F&G has won multiple awards for its corporate support and employee involvement with United Way, including Outstanding Corporate/Foundation Philanthropist for 2023 from the Association of Fundraising Professionals Central Iowa Chapter. Other community investments include:

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Serving as founding partner of the American Council of Life Insurer’s Impact Investments Initiative (360 Community Capital) to make housing affordable and sustainable in underserved communities. Supporting employee training, educating through LinkedIn learning with a wide array of topics (e.g., Using Gender inclusive language, Fueling your Company Culture, Inclusive Leadership, Unconscious Bias, etc.), tuition reimbursement, and manager and leadership training.

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Fostering partnerships in the Des Moines community with the Food Bank of Iowa and Polk County Housing Trust.

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Supporting Junior Achievement of Central Iowa with helping young people gain the knowledge and skills to own their own economic success, plan for their futures and make smart academic and economic decisions.

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Supporting Ellipsis, which is a care provider for kids and families in Iowa that provides residential care and treatment, counseling and therapy, behavioral health intervention services, care coordination, and family support through volunteering.

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Offering company-wide volunteer events for employees to make an impact locally with organizations such as Rebuilding Together.

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Providing employees with 16 hours of paid time off per year for volunteering.

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Supporting dozens of other community organizations identified by F&G employees in support of essential needs within the community where they live and work.

F&G is committed to providing employees with the opportunities and flexibility they need to succeed, as well as ensuring a culture of belonging and inclusion by:

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Supporting employee training, developing and educating through LinkedIn learning with a wide array of topics (e.g., Using Gender inclusive language, fueling your Company Culture, Inclusive Leadership, Unconscious Bias, etc.), tuition reimbursement, and manager and leadership training.

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Hosting educational and developmental events such as, a Mental Health Awareness and Racial Equity Master Class, a Mental Health panel, and a panel on Neurodiversity.

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Recognized for several Cultural Excellence Awards in 2025, 2024, 2023 and 2022 through Energage, for excellence in 1) Compensation and Benefits, 2) Leadership, 3) Work-Life Flexibility, 4) Professional Development, 5) Appreciation, 6) Employee Wellbeing, and 7) Purpose and Values.

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Data Privacy and Cybersecurity

F&G is highly dependent on information technology. We are focused on making strategic investments in information security to protect our clients and our information systems. Our investments include both capital expenditures and operating expenses for hardware, software, personnel and consulting services. As our primary solutions and services evolve, we apply a comprehensive approach to the mitigation of identified security risks. We have established policies, including those related to privacy, information security and cybersecurity, and we employ a broad and diversified set of risk monitoring and risk mitigation techniques.

Internal audits, external audits, regulatory reviews and self-assessments are conducted to assess the effectiveness and maturity of our Enterprise Risk Management and Information Security Program on a recurring basis. We maintain Miscellaneous Professional Liability insurance which provides coverage for cybersecurity incidents as part of our insurance program.

Our board has a strong focus on cybersecurity. Our approaches to cybersecurity and privacy are overseen by the audit committee. At each regular meeting of the audit committee of our board of directors, our Chief Risk Officer and Chief Audit Executive provide reports relating to existing and emerging risks, including, as appropriate, risk assessments, cyber and data security risks and any security incidents. Our audit committee chairman reports on these discussions to our board of directors on a quarterly basis. In addition, our audit committee chairman and one of our other audit committee members have attended third-party director education courses on cybersecurity and privacy issues and trends in recent years.

Our employees are one of our strongest assets in protecting our customers’ information and mitigating risk. We maintain comprehensive and tailored training programs that focus on applicable privacy, security, legal and regulatory requirements that provide ongoing enhancement of the security and risk culture at F&G. We continue to provide strong focus on all areas of cybersecurity, including threat and vulnerability management, security monitoring, identity and access management, phishing awareness, risk oversight third-party risk management, disaster recovery and continuity management.

The Board

Our board is composed of William P. Foley, II (Chairman), Douglas K. Ammerman, Christopher O. Blunt, Celina J. Wang Doka, J. Douglas Martinez, Michael J. Nolan, Raymond R. Quirk and John D. Rood.

Our board met four times in 2025. All directors attended at least 75% of the meetings of the board and of the committees on which they served during 2025. Our non-management directors also met periodically in executive sessions without management. We do not, as a general matter, require our board members to attend our annual meeting of shareholders, although each of our directors is invited to attend our 2026 annual meeting. One of our directors attended our 2025 annual meeting of shareholders.

Status as a Controlled Company

Because FNF owns approximately 71% of the shares of outstanding F&G common stock, we are a controlled company within the meaning of the rules of the New York Stock Exchange. In accordance with a provision in New York Stock Exchange rules for controlled companies, the Company is not required to comply with New York Stock Exchange listing standards that provide for (1) a majority of the Board of Directors being composed of independent directors, (2) a nominating/corporate governance committee composed solely of independent directors and (3) a compensation committee composed solely of independent directors. Notwithstanding these exemptions, all the members of our compensation committee and nominating and governance committee are independent in accordance with the New York Stock Exchange listing standards. This may change in the future, however, at the Company’s discretion.

The controlled company exemptions do not modify the independence requirements for the audit committee, and we have complied with the requirements of the Sarbanes-Oxley Act and the New York Stock Exchange.

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Director Independence

None of Messrs. Blunt, Foley, Quirk or Nolan qualify as independent directors under the New York Stock Exchange listing standards by virtue of their respective executive positions with F&G or FNF. The board of directors has determined that Douglas K. Ammerman, John D. Rood, J. Douglas Martinez and Celina J. Wang Doka are independent under the criteria established by the New York Stock Exchange and our Corporate Governance Guidelines.

In considering the independence of Douglas K. Ammerman and John D. Rood, the board of directors considered the following factors:

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Messrs. Ammerman and Rood serve on the board of directors of FNF and Mr. Foley is non-executive Chairman of the Board of FNF.

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Messrs. Ammerman and Rood each own a small non-voting minority interest in Black Knight Sports and Entertainment LLC (BKSE), which owns the Vegas Golden Knights. Mr. Foley is the majority interest holder and is Chairman and Chief Executive Officer of BKSE. Messrs. Ammerman and Rood also own a minority interest in Black Knight Football Club US, LP (BKFC), which owns the AFC Bournemouth football club. Mr. Foley is the general partner of BKFC and owns a 24% economic interest in BKFC.

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Mr. Ammerman is Chairman of the Board of Cannae Holdings, Inc. (Cannae). Mr. Foley serves as Vice Chairman of Cannae, and previously served as Chairman, Chief Executive Officer and Chief Investment Officer of Cannae from February 2024 until May 2025, and as Chairman of Cannae from July 2017 until May 2025. Cannae was split off from FNF in 2017.

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Mr. Ammerman served on the board of directors of Dun & Bradstreet Holdings, Inc. (DNB) until it was purchased by Clearlake Partners in August 2025 (the DNB Take-Private). Mr. Foley served as Executive Chairman of the board of directors of DNB and he and Cannae were significant investors in DNB until the DNB Take-Private.

The board of directors determined that these relationships were not of a nature that would impair their independence.

Committees of the Board

The board has three standing committees: an audit committee, a compensation committee and a corporate governance and nominating committee. The charter of each standing committee is available on the Investor Info page of our website at investors.fglife.com. Each committee reviews its charter annually. Shareholders also may obtain a copy of any of these charters by writing to the Corporate Secretary at the address set forth under “Available Information” below.

Corporate Governance and Nominating Committee

The members of the corporate governance and nominating committee are Messrs. Rood (Chair) and Ammerman. The board of directors has determined that Messrs. Rood and Ammerman are independent under the criteria established by the New York Stock Exchange. The corporate governance and nominating committee met one time in 2025.

The primary functions of the corporate governance and nominating committee, as identified in its charter, are:

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Identifying individuals qualified to become members of the board and making recommendations to the board regarding nominees for election;

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Reviewing the independence of each director and making a recommendation to the board with respect to each director’s independence;

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Overseeing the evaluation of the performance of the board and its committees on a continuing basis, including an annual self-evaluation of the performance of the corporate governance and nominating committee and its charter;

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Developing and recommending to the board the corporate governance principles applicable to us and reviewing our corporate governance guidelines at least annually;

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Making recommendations to the board with respect to the membership of the audit, compensation and corporate governance and nominating committees; Considering director nominees recommended by shareholders; and

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Reviewing our overall corporate governance and reporting to the board on its findings and any recommendations.

Audit Committee

The members of the audit committee are Douglas K. Ammerman (Chair), John D. Rood, J. Douglas Martinez and Celina J. Wang Doka. The board has determined that each of the audit committee members is financially literate and independent as required by the rules of the Securities and Exchange Commission and the New York Stock Exchange, and that each of Mr. Ammerman, Mr. Rood, Mr. Martinez and Ms. Doka is an audit committee financial expert, as defined by the rules of the Securities and Exchange Commission. The audit committee met five times in 2025.

The primary functions of the audit committee include:

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Appointing, compensating and overseeing our independent registered public accounting firm;

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Overseeing the integrity of our financial statements and our compliance with legal and regulatory requirements and the internal audit function;

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Conducting an annual self-evaluation of the performance of the audit committee and its charter;

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Overseeing the adequacy and effectiveness of disclosure controls and procedures and internal control over financial reporting;

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Discussing the annual audited financial statements and unaudited quarterly financial statements with management and the independent registered public accounting firm;

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Establishing procedures for the receipt, retention and treatment of complaints (including anonymous complaints) we receive concerning accounting, internal accounting controls, auditing matters or potential violations of law;

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Pre-approving audit and non-audit services provided by our independent registered public accounting firm;

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Discussing earnings press releases and financial information provided to analysts and rating agencies;

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Discussing with management our policies and practices with respect to risk assessment and risk management, including those relating to cybersecurity and ESG risk;

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Reviewing any material transaction between our Chief Financial Officer or Chief Accounting Officer that has been approved in accordance with our Code of Ethics for Senior Financial Officers, and providing prior written approval of any material transaction between us and our Chief Executive Officer;

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Producing an annual report for inclusion in our proxy statement, in accordance with applicable rules and regulations;

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Reviewing and approving all transactions involving an amount in excess of $120,000 in which F&G is to be a participant and in which any related person has a direct or indirect material interest; and

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Overseeing the adequacy and effectiveness of procedures to ensure legal and regulatory compliance with the Code of Conduct.

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Report of the Audit Committee

The audit committee of the board of directors submits the following report on the performance of certain of its responsibilities for the year 2025:

In performing our oversight function, we reviewed and discussed with management and Ernst & Young LLP, or EY, our independent registered public accounting firm, our audited financial statements as of and for the year ended December 31, 2025. Management and EY reported to us that our consolidated financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of F&G and its subsidiaries in conformity with generally accepted accounting principles. We also discussed with EY matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

We have received and reviewed the written disclosures and the letter from EY required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence and have discussed with EY their independence. In addition, we have considered whether EY’s provision of non-audit services to us is compatible with their independence.

Finally, we discussed with our internal auditors and EY the overall scope and plans for their respective audits. We met with EY at each meeting. Management was present for some, but not all, of these discussions. These discussions included the results of their examinations, their evaluations of our internal controls and the overall quality of our financial reporting.

Based on the reviews and discussions referred to above, we recommended to our board of directors that the audited financial statements referred to above be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and that EY be appointed independent registered public accounting firm for F&G for 2026.

In carrying out our responsibilities, we look to management and the independent registered public accounting firm. Management is responsible for the preparation and fair presentation of our financial statements and for maintaining effective internal control. Management is also responsible for assessing and maintaining the effectiveness of internal control over the financial reporting process. The independent registered public accounting firm is responsible for auditing our annual financial statements and expressing an opinion as to whether the statements are fairly stated in conformity with generally accepted accounting principles. The independent registered public accounting firm is also responsible for auditing our internal controls and expressing an opinion as to whether the Company maintained, in all material respects, effective internal control over financial reporting based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The independent registered public accounting firm performs its responsibilities in accordance with the standards of the Public Company Accounting Oversight Board. Our members are not professionally engaged in the practice of accounting or auditing, and are not experts under the Securities Exchange Act of 1934, as amended, in either of those fields or in auditor independence.

The foregoing report is provided by the following independent directors, who constitute the committee:

AUDIT COMMITTEE

Douglas K. Ammerman (Chair)

John D. Rood

J. Douglas Martinez

Celina J. Wang Doka

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Compensation Committee

The members of the compensation committee are Messrs. Rood (Chair) and Ammerman. Each of Messrs. Rood and Ammerman was deemed to be independent by the board, including for the purposes of serving on the compensation committee, as required by the New York Stock Exchange. The compensation committee met three times during 2025. The functions of the compensation committee include the following:

●     Reviewing and approving corporate goals and objectives relevant to the Chief Executive Officer’s compensation, evaluating his performance in light of those goals and objectives, and setting the Chief Executive Officer’s compensation level based on this evaluation;

●     Setting salaries and approving incentive compensation and equity awards, as well as compensation policies, for all other officers who are designated as Section 16 officers by our board;

●     Producing an annual report for inclusion in our proxy statement, in accordance with applicable rules and regulations;

●     Making recommendations to the board with respect to incentive compensation programs and equity-based plans that are subject to board approval;

●     Administering and interpreting the Company’s incentive-based recovery policy;

●     Reviewing and discussing with management of F&G the Compensation Discussion and Analysis, as applicable;

●     Conducting an annual self-evaluation of the performance of the compensation committee and its charter;

●     Reviewing and approving the annual compensation risk assessment and CEO pay ratio disclosure, as applicable;

●     Considering the results of the most recent shareholder advisory vote on executive compensation and making recommendations to the board regarding any change to the frequency with which F&G will conduct a say-on-pay vote, as applicable;

●     Granting any awards under equity compensation plans and annual bonus plans to our Chief Executive Officer and other Section 16 Officers; and

●     Approving the compensation of our non-management directors.

For more information regarding the responsibilities of the compensation committee, please refer to the sections of this proxy statement entitled “Compensation Discussion and Analysis” and “Director Compensation” below.

Board Leadership Structure

We have separated the positions of Chief Executive Officer and Chairman of the board of directors in recognition of the differences between the two roles. As our Executive Chairman of the board, Mr. Foley continues to be the driving force behind the development and execution of our strategic direction. As Chief Executive Officer, Mr. Blunt leads all activities related to the growth and expansion of our insurance related businesses and operations, overall financial performance, and investor relations. We believe this leadership structure is appropriate and allows our CEO and Executive Chairman to focus on the responsibilities of their respective offices while creating a collaborative relationship that benefits our Company.

Board Role in Risk Oversight

The board of directors administers its risk oversight function directly and through committees. The audit committee oversees F&G’s financial reporting process, risk management program, including information technology, cybersecurity and ESG risk, legal and regulatory compliance, performance of the independent auditor, internal audit function, and financial and disclosure controls. Management also reports quarterly to the audit committee and the board of directors regarding claims, and the audit committee receives quarterly reports on compliance matters. Our audit committee also oversees our environmental sustainability policies and programs.

Our board has a strong focus on cybersecurity. At each regular meeting of the audit committee, our Chief Risk & Audit Officer provides reports relating to our cyber and data security practices, risk assessments, emerging issues and any security incidents. Our audit committee chairman reports on these discussions to our board of directors on a quarterly basis. In addition, Mr. Rood and Mr. Ammerman have attended third-party director education courses on cybersecurity and privacy issues and trends.

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The corporate governance and nominating committee considers the adequacy of F&G’s governance structures and policies. The compensation committee reviews and approves F&G’s compensation and other benefit plans, policies and programs and considers whether any of those plans, policies or programs creates risks that are likely to have a material adverse effect on F&G. Each committee provides reports on its activities to the full board of directors.

On an ongoing basis management identifies strategic risks of F&G and aligns both its disclosure controls and procedures and its annual audit plan with the identified and addressable risks. Risks are evaluated over all timeframes, however the focus of management’s risk assessment is on risks to the long-term viability of F&G. Risks with the potential for an adverse impact to the Company in the near term are prioritized to the extent they present a risk to the viability of the Company. Management presents updates on the current year progress of the Company’s risk management program to the audit committee quarterly.

Contacting the Board

Any shareholder or other interested person who desires to contact any member of the board or the non-management members of the board as a group may do so by writing to: Board of Directors, c/o Corporate Secretary, F&G Annuities & Life, Inc., 801 Grand Ave. Suite 2600, Des Moines, Iowa 50309. Communications received are distributed by the Corporate Secretary to the appropriate member or members of the board.

Certain Information About Our Directors

Director Criteria, Qualifications and Experience and Process for Selecting Directors

Our board and the corporate governance and nominating committee are committed to including the best available candidates for nomination to election to our board based on merit. Our board and our corporate governance and nominating committee periodically evaluate our board’s composition with the goal of developing a board that meets our strategic goals, and one that includes diverse, experienced and highly qualified individuals.

The corporate governance and nominating committee does not set specific, minimum qualifications that nominees must meet for the committee to recommend them to the board, but rather believes that each nominee should be evaluated based on his or her individual merits, taking into account our needs and the overall composition of the board. In accordance with our Corporate Governance Guidelines, the corporate governance and nominating committee considers, among other things, the following criteria in fulfilling its duty to recommend nominees for election as directors:

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Personal qualities and characteristics, accomplishments and reputation in the business community;

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Current knowledge and contacts in the communities in which we do business and, in our industry, or other industries relevant to our business;

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Ability and willingness to commit adequate time to the board and committee matters;

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The fit of the individual’s skills and personality with those of other directors and potential directors in building a board that is effective, collegial and responsive to our needs; and

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Diversity of viewpoints, background, experience, and other demographics, and all aspects of diversity to enable the board to perform its duties and responsibilities effectively, including candidates with a diversity of age, gender, nationality, race, ethnicity, and sexual orientation.

Each year in connection with the nomination of candidates for election to the board, the corporate governance and nominating committee evaluates the background of each candidate, including candidates that may be submitted by shareholders.

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Composition, Tenure, Recent Refreshment and Diversity

We believe that the current composition of our board has served us well and that our current directors possess relevant experience, skills and qualifications that contribute to a well-functioning board that effectively oversees our long-term strategy. As the need arises, we will selectively add new board members who have important skill sets, experience or diversity of viewpoint. Our board is composed of a mix of directors, some of whom have served on our board since before our spin-off from FNF (the Spin-Off) and have a strong understanding of our business, operational and strategic goals, as well as our industry and the risks we face, and others who have joined our board more recently and bring new skills, experience and perspectives to our board. Having directors with a longevity of service and deep understanding of our business has been critical to our ability to effectively execute on our long-term strategy, but we recognize the importance of adding new highly talented directors to broaden the skills and experience of our board as a whole and add new and diverse viewpoints.

Our corporate governance and nominating committee regularly examines ways that it can foster the diversity of our board across many dimensions to maintain its ability to operate at a high-functioning level and to reflect the board’s commitment to inclusiveness. In connection with this examination, our Corporate Governance Guidelines expressly include diversity of age, gender, nationality, race, ethnicity, and sexual orientation as a part of the criteria the committee may consider when selecting nominees for election to the board, all in the context of the needs of our board at any given point in time. Specifically, the corporate governance and nominating committee is focused on considering highly qualified women and individuals from minority groups as candidates for nomination as directors.

Our corporate governance and nominating committee also considers whether our directors have sufficient time to devote to service on our board. Mr. Foley, who also serves on of the boards of several other public companies, provides high-value added services to our Company and board. Mr. Foley led the strategy that resulted in FNF’s acquisition of our business on June 1, 2020. Under Mr. Foley’s leadership, we have benefited from financial strength ratings upgrades since the acquisition. These upgrades, valued by our distribution partners, positioned us to quickly expand our business in our existing channels and gain access to new markets. Gross sales increased from $4.5 billion for the full year 2020 to $14.6 billion in 2025 and did so profitably. With our success in expanding distribution under FNF’s ownership, we have grown assets under management (AUM) from $26.5 billion at the time of acquisition to $57.6 billion as of December 31, 2025. We now operate in and source significant premiums from three distinct retail channels and two institutional markets versus a single channel prior to the acquisition by FNF in June 2020. He has unparalleled knowledge of our business, industry and customers that is invaluable to our Company and our board as we continually evaluate, evolve and execute on our long-term strategy. Mr. Foley has a strong track record of building and maintaining shareholder value and successfully negotiating and executing mergers, acquisitions and other strategic transactions.

We believe that Mr. Foley is able to fulfill his role and devote sufficient time to F&G while serving on the boards of several other public companies. Mr. Foley’s service as Chairman of FNF and Executive Chairman of F&G is part of the FNF board’s and our board’s strategy for the long- term success of F&G as an 70% owned subsidiary and we believe his service in that role will drive long-term value for both our shareholders and FNF’s shareholders.

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Information About the Director Nominees and Continuing Directors

Biographical information concerning our nominees proposed for election at the annual meeting as Class I directors of the Company, as well as our continuing Class II and Class III directors, including each director’s relevant experience, qualifications, skills and diversity, is included below.

Class I Directors - Term Expiring 2029 (if elected)
Name	Position	Age
John D. Rood	Chairman of the Nominating and Governance Committee Chairman of the Compensation Committee Member of the Audit Committee	71
Michael J. Nolan	Director	66
J. Douglas Martinez	Member of the Audit Committee	63

John D. Rood: Mr. Rood has served on our board of directors since December 2022. Mr. Rood is the founder and Chairman of The Vestcor Companies, a real estate firm with more than 30 years of experience in multifamily development and investment. Mr. Rood has also served on the board of directors of Fidelity National Financial, Inc. since May 2013 and served as a director of Black Knight from December 2013 until it was acquired by Intercontinental Exchange, Inc. in September 2023. From 2004 to 2007, Mr. Rood served as the US Ambassador to the Commonwealth of the Bahamas. He was appointed by Governor Jeb Bush to serve on the Florida Fish and Wildlife Commission where he served until 2004. He was appointed by Governor Charlie Crist to the Florida Board of Governors, which oversees the State of Florida University System, where he served until 2013. Mr. Rood served on the Board of Directors of Alico Inc. from May 2009 until November 2013 when the company was sold. Mr. Rood was appointed by Mayor Lenny Curry to the JAXPORT Board of Directors, where he served from October 2015 to July 2016. Governor Rick Scott appointed Mr. Rood to the Florida Prepaid College Board in July 2016, where Mr. Rood serves as Chairman of the Board. Mr. Rood served on the Enterprise Florida and Space Coast Florida board of directors from September 2016 until February 2019. He was elected to the Board of Trustees of Flagler College in October, 2010 and has served as Chairman since May, 2022. Mr. Rood is the founder of Jacksonville Classical Academy which opened in the fall of 2018, and has an enrollment of over 1,000 children. Mr. Rood’s qualifications to serve on the F&G board of directors include his experience in the real estate industry, his leadership experience as a United States Ambassador, his financial literacy, his understanding of cyber-security risks gained through director training programs, and his experience as a director on boards of both public and private companies. Mr. Rood has participated in numerous risk and audit training programs with KPMG, Booz Allen and the National Association of Corporate Directors, or NACD. He is a Board Leadership Fellow with NACD.

Michael J. Nolan: Mr. Nolan has served as Director of the Company since August 2020. Mr. Nolan has also served as Chief Executive Officer of Fidelity National Financial, Inc. since February 2022 and previously served as President of FNF since January 2016. He served as the Co-Chief Operating Officer of FNF from September 2015 until January 2016. Additionally, he has served as President of Eastern Operations for Fidelity National Title Group since January 2013 and Executive Vice President and Division Manager since May 2010. Previously, Mr. Nolan served in various executive and management positions, including Division Manager and Regional Manager from the time he joined FNF in 1983, with responsibilities for managing direct and agency operations for the Midwest and East Coast, as well as the Company’s operations in Canada, Fidelity’s 1031 exchange company, Fidelity’s relocation business, LoanCare and ServiceLink. Mr. Nolan’s qualifications to serve on the F&G board of directors include his decades of experience in the insurance industry and many leadership roles.

J. Douglas Martinez: Mr. Martinez has served on our board of directors since April 2023. Mr. Martinez is presently Chairman and CEO of Cross Section Capital, a privately held company, founded in 2019 that focuses on mergers, acquisitions with an array of traditional investment banking and strategic advisory services. From January 2018 to April 2019, Mr. Martinez served as President and Chief Executive Officer for Christian Community Credit Union, a national regulated state and federal banking and financial services institution founded in 1957. Mr. Martinez previously served from May 2005 to February 2018 as Founder and CEO of

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Cross-Section Ventures Inc., a privately held investment entity with a focus on high-impact creative strategy and execution, driven by developing a blend of technology innovations and vertical integration supply chain solutions. Collectively, Mr. Martinez has 40 years of successful senior executive leadership and management experience ranging across domestic and international Fortune 500 Companies. His oversight and areas of expertise include business development, strategic enterprise expansion and re-alignment, mergers and acquisitions, complex manufacturing operations, all facets of financial accountability, risk management and a long tenure of corporate/board governance in both private and public sectors. Specifically, he has led several successful global organizations, including Executive Director of American Standard’s Global Faucet and plumbing business from June 1984 to October 1987. From November 1988 to June 1995 Mr. Martinez was Executive Vice President & Managing Director for Price Pfister Faucet, Inc. (a publicly held company sold to Black & Decker Corporation in 1991). Post acquisition he held additional executive level positions, including Chair of Black & Decker’s Global Strategic Planning Board. From November 1996 to December 1999, Mr. Martinez served as Senior Vice President of RSI Home Products a national manufacturing and retail supplier serving all the nation’s largest home improvement companies. Mr. Martinez’s qualifications to serve on the F&G board of directors are based on his current independent and productive service to date along with his decades of hands-on executive leadership experience and governance across a diversified set of industries for domestic and global fortune 500 companies.

Class II Directors - Term Expiring 2027
Name	Position	Age
Douglas K. Ammerman	Chairman of the Audit Committee Member of the Compensation Committee Member of the Nominating and Governance Committee	74
Celina J. Wang Doka	Director Member of the Audit Committee	65
Raymond R. Quirk	Director	79

Douglas K. Ammerman: Mr. Ammerman has served on our board of directors since December 2022. Mr. Ammerman is a retired partner of KPMG LLP, where he became a partner in 1984. Mr. Ammerman formally retired from KPMG in 2002. He also serves as a director of Stantec Inc. since 2011, where he serves as Chairman, a director of Cannae since February 2024, where he has served as Chairman since May 2025, and a director of Fidelity National Financial, Inc. since 2005. Mr. Ammerman formerly served on the boards of Dun & Bradstreet, J. Alexander’s Holdings, Inc. and FTAC. Mr. Ammerman’s qualifications to serve on the F&G board of directors include his financial and accounting background and expertise, including his 18 years as a partner with KPMG, and his experience as a director on the boards of other companies.

Celina J. Wang Doka: Ms. Doka has served on our board of directors since July 2023. Ms. Doka is a retired audit partner of KPMG LLP where she led KPMG’s Building, Construction and Real Estate practice in the firm’s Orange County office, served on KPMG’s Partnership Audit Committee, and established and co-led the Orange County Chapter of KPMG’s Network of Women. She also serves as a director of Stantec Inc. since March 2023. She is a Past President of the Board of Directors of Human Options, a non-profit organization focused on ending the cycle of domestic violence, and formerly chaired the Advisory Board for the University of California at Irvine’s Paul Merage School of Business, Program for Real Estate Management. Ms. Doka’s qualifications to serve on the F&G board of directors include her financial and accounting background and expertise, including her 39 years with KPMG, where she provided accounting and auditing services for a wide variety of public and private clients, specializing in the real estate, investment management, civil engineering, medical device, life sciences, pharmaceutical and title insurance industries.

Raymond R. Quirk: Mr. Quirk has served on our board of directors since August 2020. Mr. Quirk has served as Executive Vice-Chairman of Fidelity National Financial, Inc. since February 2022 and formerly served as Chief Executive Officer of Fidelity National Financial, Inc. since December 2013. He has served as a director of Fidelity National Financial, Inc. since February 2017. Previously, Mr. Quirk served as the President of Fidelity National Financial, Inc. from May 2007 until December 2013. Mr. Quirk served as Co-Chief Operating Officer

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of Fidelity National Financial, Inc. from October 2006 until May 2007. Since joining Fidelity National Financial, Inc. in 1985, Mr. Quirk has served in numerous executive and management positions, including Executive Vice President, Division Manager and Regional Manager, with responsibilities for managing direct and agency operations nationally. Mr. Quirk formerly served on the board of directors of J. Alexander’s Holdings, Inc. Mr. Quirk’s qualifications to serve on the F&G board of directors include his more than 40 years of experience with FNF, his deep knowledge of our business and industry and his strong leadership abilities.

Class III Directors - Term Expiring in 2028
Name	Position	Age
William P. Foley, II	Director; Executive Chairman of the Board	81
Christopher O. Blunt	Director; President and Chief Executive Officer	63

William P. Foley, II: Mr. Foley is a founder of Fidelity National Financial, Inc. and has served as Executive Chairman of the board of directors of F&G since December 2022. Mr. Foley has served as Chairman of the board of directors of FNF since 1984. He served as Chief Executive Officer of FNF until May 2007 and as President of FNF until December 1994. Mr. Foley has served as non-executive Vice Chairman of Cannae Holdings, Inc. (Cannae) since May 2025. He previously served as Chairman, Chief Executive Officer and Chief Investment Officer of Cannae from February 2024 until May 2025, and as Chairman of Cannae from July 2017 until May 2025. Mr. Foley has served as Executive Chairman of F&G since November 2022. Mr. Foley serves as a director of Alight Inc. (Alight) since April 2021 and previously served as the non-executive Chairman of the board of directors of Alight from April 2021 until February 2025 and served on the board of its predecessor, Foley Trasimene Acquisition Corporation (FTAC) from May 2020 until April 2021. Mr. Foley also serves as a director of Jena Acquisition Corporation II, a blank check company, since May 2025, and as a non-executive director of Foley Wines Ltd., a New Zealand company, since January 2025. Mr. Foley served as Chairman of the board of directors of Dun & Bradstreet Holdings, Inc. (Dun & Bradstreet) from February 2019 until its acquisition by Clearlake Capital Group in August 2025. Mr. Foley served as a director of System1 from January 2022 to March 2023. From January 2014 to June 2021, Mr. Foley served as Chairman of the Board of Black Knight and its predecessors. He served as non-executive Chairman of the board of directors of Paysafe Limited and its predecessor, Foley Trasimene Acquisition Corp. II (FTAC II) from March 2020 until March 2022. Mr. Foley formerly served as Co-Chairman of FGL Holdings, as a director of Ceridian HCM Holding, Inc. (now known as Dayforce, Inc.) and as Vice Chairman of FIS. Mr. Foley formerly served on the boards of Austerlitz Acquisition Corporation I (AUS) and Austerlitz Acquisition Corporation II (ASZ) and Trebia Acquisition Corp., which were blank check companies, but resigned from those boards in April 2021.

After receiving his B.S. degree in engineering from the United States Military Academy at West Point, Mr. Foley served in the U.S. Air Force, where he attained the rank of captain. Mr. Foley received his Master of Business Administration from Seattle University and his Juris Doctor from the University of Washington. Mr. Foley serves on the boards of various foundations and charitable organizations. Mr. Foley’s qualifications to serve on the F&G board of directors include more than 30 years as a director and executive officer of FNF, his strategic vision, his experience as a board member and executive officer of public and private companies in a wide variety of industries, and his strong track record of building and maintaining shareholder value and successfully negotiating and executing mergers, acquisitions and other strategic transactions.

Christopher O. Blunt: Mr. Blunt joined F&G in 2019 after 34 years in a variety of insurance, investment management and marketing roles. Prior to joining F&G, from January 2018 to December 2018, he served as Chief Executive Officer of Blackstone Insurance Solutions, after nearly 13 years at New York Life in a variety of executive leadership roles. During his tenure at New York Life, Mr. Blunt was the President of New York Life’s $500 billion Investment Group and previously Co-President of the Insurance and Agency Group, which included the company’s U.S. Life Operations, Seguros Monterrey, and AARP Direct business. Prior to joining New York Life, Mr. Blunt spent 16 years in a variety of senior marketing and distribution roles in the investment management industry, including Chief Marketing Officer - Americas for Merrill Lynch Investment Managers and as a Managing Director and National Sales Manager for Goldman Sachs Asset Management. Mr. Blunt received a B.A. in history from the University of Michigan and an MBA in finance from The Wharton School at the University of Pennsylvania. Mr. Blunt’s qualifications to serve on the F&G board of directors include his many years of leadership experience across multiple institutions in the insurance industry.

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Proposal No. 1: Election of Directors

The certificate of incorporation and the bylaws of the Company provide that our board shall consist of not less than one member, with the exact number of directors to be determined from time to time exclusively by resolution adopted by the Board of Directors. Our directors are divided into three classes. The board determines the number of directors within these limits. The term of office of only one class of directors expires in each year. The Class I directors elected at this annual meeting will hold office for their respective terms or until their successors are elected and qualified. The current number of directors is eight. The board believes that each of the nominees will stand for election and will serve if elected as a director.

At this annual meeting, the persons listed below have been nominated to stand for election to the board as Class I directors for a three-year term expiring in 2029.

John D. Rood

Michael J. Nolan

J. Douglas Martinez

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE LISTED NOMINEES.

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Certain Information About Our Executive Officers

The executive officers of the Company are set forth in the table below, together with biographical information, except for Messrs. Blunt and Foley, whose biographical information is included under the section titled “Certain Information about our Directors.”

Name	Position	Age
Christopher O. Blunt	Chief Executive Officer	63
William P. Foley, II	Executive Chairman of the Board	81
Conor E. Murphy	President and Chief Financial Officer	57
Wendy J.B. Young	Executive Vice President, Chief Liability Officer	62
Michael L. Gravelle	Executive Vice President, General Counsel and Corporate Secretary	64

Conor E. Murphy: Mr. Murphy is the President and Chief Financial Officer of F&G. He has served as President since August 2025 and has served as Chief Financial Officer since April 2025. Mr. Murphy is an experienced executive with extensive industry experience having previously served as President and CEO of Resolution Life US. Prior to Resolution Life, Mr. Murphy spent five years as Executive Vice President and Chief Operating Officer at Brighthouse Financial (BHF) where he oversaw the company’s operations during the transition from MetLife, as well as managing the company’s life and annuity businesses including product development, pricing and underwriting. Mr. Murphy was also responsible for BHF’s strategy and finance functions including serving as interim CFO. Prior to joining BHF, Mr. Murphy held multiple senior positions at MetLife over his 17-year tenure including being MetLife’s first European CFO as well as CFO of Latin America. Prior to MetLife, Mr. Murphy spent seven years in the financial services practice at PwC where he managed significant insurance client relationships.

Wendy J.B. Young: Ms. Young is the Executive Vice President, Chief Liability Officer of F&G. She has served as Chief Liability Officer since April 2025. Ms. Young served as Chief Financial Officer from February 2022 until April 2025. Ms. Young has over 35 years of insurance industry experience and over 25 years with F&G, working in a broad range of actuarial, finance and reinsurance functions. From February 2014 to February 2022, Ms. Young served as F&G’s CRO and CEO of F&G’s Bermuda reinsurance entities. As Chief Liability Officer, Ms. Young oversees all aspects of the corporate actuarial, asset liability management, reinsurance and offshore entity activities for the Company.

Michael L. Gravelle: Mr. Gravelle has served as the Executive Vice President, General Counsel and Corporate Secretary of F&G since May 2024. He has also served as Executive Vice President, General Counsel and Corporate Secretary of Fidelity National Financial, Inc. since January 2010, and he has served as Corporate Secretary since 2008. Mr. Gravelle has also served as Executive Vice President, General Counsel and Corporate Secretary of Cannae since April 2017, and as General Counsel and Corporate Secretary of Jena Acquisition Corporation II since March 2025. Mr. Gravelle previously served as Executive Vice President and General Counsel of Black Knight, Inc. and its predecessors from January 2014 until December 2023, where he also served as Corporate Secretary from January 2014 until May 2018. He previously served as General Counsel and Corporate Secretary of AUS and ASZ from January 2021 through December 2022, of FTAC II from July 2020 through March 2021, and of FTAC from March 2020 to July 2021.

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Compensation Discussion and Analysis

In this compensation discussion and analysis section, we provide an overview and analysis of F&G’s executive compensation programs. The Compensation Committee of F&G (the F&G Compensation Committee) reviews all aspects of compensation and may make adjustments that it believes are appropriate in structuring our executive compensation arrangements.

The discussion below is intended to help provide an understanding of the detailed information in the compensation tables and related narrative disclosure below. We discuss the material elements of our compensation program and the material factors considered by the F&G Compensation Committee in making compensation decisions. The following table identifies our named executive officers (NEOs) as of December 31, 2025, as defined by Securities and Exchange Commission regulations:

Named Executive Officers (NEOs)	Position
Christopher O. Blunt	Chief Executive Officer and Director
Conor E. Murphy	President and Chief Financial Officer¹
Wendy J.B. Young	Executive Vice President, Chief Liability Officer; Former Executive Vice President, Chief Financial Officer²
Michael L. Gravelle	Executive Vice President, General Counsel and Corporate Secretary
Leena Punjabi	Executive Vice President, Chief Investment Officer
William P. Foley	Executive Chairman
John D. Currier	Executive Vice President, Senior Advisor; Former President³
David E. Martin	Senior Vice President, Investments Chief Operating Officer; Former Senior Vice President, Chief Risk Officer⁴

¹	Mr. Murphy was hired on April 1, 2025 as the Chief Financial Officer of F&G. He was then appointed to serve as President and Chief Financial Officer of F&G on August 6, 2025.

²	Ms. Young was appointed to serve as Executive Vice President, Chief Liability Officer of F&G on April 1, 2025. Prior to her appointment as Chief Liability Officer, Ms. Young served as Chief Financial Officer.

³	Mr. Currier was appointed to serve as Executive Vice President, Senior Advisor of F&G on August 6, 2025 with the announcement that he will retire from F&G on May 15, 2026. Prior to his appointment as Executive Vice President, Senior Advisor of F&G, Mr. Currier served as President.

⁴

Mr. Martin was appointed to serve as Senior Vice President, Investment Risk and Asset and Liability Management (ALM) Strategy of F&G on February 20, 2025. On May 30, 2025, Mr. Martin was appointed to serve as Senior Vice President, Investments Chief Operating Officer. Prior to his appointment as Senior Vice President, Investment Risk and Asset and Liability Management (ALM) Strategy and Senior Vice President, Investments Chief Operating Officer of F&G, Mr. Martin served as Senior Vice President, Chief Risk Officer.

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Compensation Overview and Practices

Overview

The F&G Compensation Committee considered several important qualitative and quantitative factors when determining the overall compensation of named executive officers in 2025, including:

•

The executive officer’s experience, knowledge, skills, level of responsibility and potential to influence company performance;

•

The executive officer’s prior salary levels, annual incentive awards, annual incentive award targets and long-term equity incentive awards;

•

The business environment and F&G’s business objectives and strategy; F&G’s financial performance in the prior year;

•

The need to retain and motivate executives;

•

Corporate governance and regulatory factors related to executive compensation; and

•

Marketplace compensation levels and practices.

Role of F&G’s Executive Officers

In evaluating the compensation of F&G’s named executive officers, the F&G Compensation Committee considers the recommendations from F&G’s Chief Executive Officer with respect to the compensation of his direct reports. In making recommendations, the Chief Executive Officer reviews the performance of the other named executive officers (other than Mr. Foley), job responsibilities, importance to F&G’s overall business strategy, and F&G’s compensation philosophy. F&G’s Chief Executive Officer does not make recommendations to the F&G Compensation Committee regarding his own compensation or Mr. Foley’s compensation. The compensation decisions are not formulaic, and the members of the F&G Compensation Committee did not assign precise weights to the factors listed above. The F&G Compensation Committee utilized their individual and collective business judgment to review, assess, and approve compensation for F&G’s named executive officers.

Role of F&G’s Compensation Consultant

In 2025, the F&G Compensation Committee used Strategic Compensation Group as our independent compensation consultant. Strategic Compensation Group gathered marketplace compensation data on total compensation, which consists of annual salary, annual incentives, long-term incentives, executive benefits, executive ownership levels, pay mix and other key statistics. This data is collected and analyzed annually. The marketplace compensation data provides a point of reference for the F&G Compensation Committee, but the F&G Compensation Committee ultimately makes subjective compensation decisions based on all the factors described above. For 2025, Strategic Compensation Group used two marketplace data approaches: (1) two general executive compensation surveys with a focus on companies with similar Assets Under Management (AUM), and (2) compensation information from F&G’s peer group. The Strategic Compensation Group performed these services solely on behalf of the F&G Compensation Committee. The F&G Compensation Committee has assessed the independence of the Strategic Compensation Group, as required under the New York Stock Exchange and Securities and Exchange Commission rules and has concluded that no conflict of interest exists with respect to its services to the F&G Compensation Committee.

F&G’s Peer Group

In 2025, Strategic Compensation Group recommended, and F&G’s Compensation Committee approved the below as F&G’s peer group.

Assurant, Inc.	Equitable Holdings, Inc.	Lincoln National Corp
Axis Capital Holdings LLC	Genworth Financial, Inc.	Primerica, Inc.
Brighthouse Financial, Inc.	Globe Life, Inc.	Principal Financial Group
Brown & Brown, Inc.	Jackson Financial, Inc.	Unum Group
Cincinnati Financial	Kemper Corp	Voya Financial, Inc.
CNO Financial Group, Inc.

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Compensation Practices of F&G

In 2025, Strategic Compensation Group reviewed the structure and mechanics of the various components of our compensation programs and practices. To obtain a complete view of the competitive market for talent, Strategic Compensation Group considered data from published survey sources, which includes industry peers from privately held and publicly traded organizations. In particular, Strategic Compensation Group analyzed three key elements: current competitive market positioning, incentive plan design, and equity plan design. Competitive market positioning relates to overall base pay delivery, base salaries, annual and long-term incentive targets and payouts. Equity plan design is the assessment of the design attributes of other organizations’ incentive plans that provide perspectives on performance measurement, long-term incentive vehicles, vesting and shareholding requirements.

Strategic Compensation Group’s assessment in 2025 indicated that our compensation structure is well-balanced, aligns to F&G’s philosophies and demonstrates alignment between company performance and executive compensation. Our named executive officers’ 2025 total direct compensation (consisting of base salaries, annual performance-based cash incentives and long-term equity incentives) generally fell near the 50th percentile of the peer group data, with base salaries falling slightly below the 50th percentile. This approach aligns with our philosophy of emphasizing variable performance-based compensation over fixed compensation.

Other Related Considerations

Components of F&G’s Executive Compensation Program

F&G compensates its executive officers primarily through a mix of base salary, annual cash incentives and long-term equity-based incentives. Mr. Foley and Mr. Gravelle did not receive a base salary or an annual cash incentive in 2025. F&G also provides its executive officers (other than Mr. Foley and Mr. Gravelle) with the same retirement and employee benefit plans that are offered to other F&G employees. Mr. Foley and Mr. Gravelle did not participate in the F&G retirement and employee benefit plans in 2025. The following table provides information regarding the elements of compensation provided to F&G’s named executive officers in 2025.

Component

Purpose

Key Features

Base Salary

• Provide a fixed level of compensation

• Compensate executive officers fairly for the responsibility of the position held and reflect competitive practices

Salary levels set based on an assessment of:

• Level of responsibility

• Experience and time in position

• Individual performance

• Future potential

• Competitiveness

• Internal pay equity considerations

• Salary levels are reviewed annually by the committee and adjusted as appropriate

Short-Term Incentives

• Provide executive officers with incentives to achieve objectives to drive short- and long-term business performance

• Support attracting and retaining the best available talent

• Awards based on achievement of financial and corporate objectives

• Awards determined on annual basis

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Continued from previous page

Component	Purpose	Key Features
Long-Term Incentives	• Provide executive officers with incentives to achieve long-term success	• Vesting subject to performance objectives
Performance Vesting Restricted Stock	• Align executive officers’ interests with the interests of our shareholders	• Three-year vesting schedule
Benefits and Other	• Our named executive officers’ benefits generally mirror our company-wide employee benefit programs.	• ESPP, 401(k) Plan, health insurance and other benefits

Set forth below is a discussion of each component of compensation, the rationale for each component, and how each component fits into our overall compensation philosophy.

Base Salary

We provide a base salary to compensate F&G’s NEOs (other than Mr. Foley and Mr. Gravelle) for their services rendered on a day-to-day basis during the year. Base salaries are set to attract and retain executives with qualities necessary to ensure our short-term and long-term financial success. Base salary levels are set to be competitive with the salaries of executives in similar positions with similar responsibilities at comparable companies. The F&G Compensation Committee determines an executive’s base salary is based on market compensation rates and individual factors, including personal performance and contribution, experience in the role, scope of responsibility and overall impact on the business. Base salaries are reviewed annually and adjusted when necessary to reflect market conditions as well as individual roles and performance. For fiscal 2025, the F&G Compensation Committee approved increases for our NEOs, as a result of a market-based compensation review.

The table below shows base salaries for fiscal 2025, on an annualized basis, for F&G’s NEOs:

Name	2024 Base Salary	2025 Base Salary	Percent Change
Christopher O. Blunt	$550,000	$550,000	0.00%
Conor E. Murphy	—	$550,000	—
Wendy J.B. Young	$550,000	$550,000	0.00%
Michael L. Gravelle	—	—	—
Leena Punjabi	$500,000	$550,000	10.00%
William P. Foley	—	—	—
John D. Currier	$550,000	$550,000	0.00%
David E. Martin	$350,000	$350,000	0.00%

Annual Cash Incentive Programs

In order to promote our “pay for performance” culture, we pay annual cash incentives to our executives (other than Mr. Foley and Mr. Gravelle) for achieving performance targets that support the financial and corporate goals established by our Employee Incentive Plan (EIP). Our EIP allows for annual cash-based bonus awards intended to attract and retain the best available executive officers to be responsible for the management, growth, and success of our business and to provide an incentive for such individuals to exert their best efforts on behalf of our company and shareholders. Our Chief Executive Officer and executive team develop an annual business plan that includes objectives to drive short- and long-term business performance. The F&G Compensation Committee reviews these objectives and establishes performance targets. Performance against

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plan objectives is reviewed and approved by the F&G Compensation Committee to establish the bonus pool for each performance period. Short-term incentive payouts require that minimum targets be satisfied and allow for recognition of individual performance and contribution toward those goals.

The amount of the annual cash incentives actually paid depends on the level of achievement of the pre-established goals as follows:

•

If threshold level of performance is not achieved, no incentive will be paid.

•

If threshold level of performance is achieved, the incentive payout will equal 50% of a named executive officer’s target incentive opportunity.

•

If target level of performance is achieved, the incentive payout will equal 100% of a named executive officer’s target incentive opportunity.

•

If maximum level of performance is achieved, the incentive payout will equal 200% of a named executive officer’s target incentive opportunity.

•

If performance falls between two levels, the incentive payout will be interpolated.

An important tenet of our pay-for-performance philosophy is to utilize our compensation programs to motivate our executives to achieve performance levels that reach beyond what is expected of us as a company. The performance targets for our incentive plans are approved by our compensation committee and are based on discussions between management and our compensation committee. Target performance levels are intended to be difficult to achieve, but not unrealistic. Maximum performance levels are established to limit short-term incentive awards so as to avoid excessive compensation while encouraging executives to reach for performance beyond the target levels.

When setting the performance targets for our 2025 annual cash incentives, our compensation committee considered the following factors:

•

Our 2025 business plan, including our underlying assumptions relating to 2025 optimization of retained business with accretive third-party reinsurance sidecar, disciplined expense management and owned distribution margin;

•

2025 performance targets as compared to 2024 performance results;

•

The effect that achieving the performance targets would have on our growth and capital.

F&G Annual Incentive Performance Measures and Results

For all our executives (other than Mr. Foley and Mr. Gravelle), the EIP includes a financial performance component based on the annual business plan weighted at 80% and a corporate initiatives component weighted at 20%. For fiscal 2025, the performance metrics for the EIP were:

Metrics	Weighting
Achieve the Financial Plan¹	80%
Gross Sales
Adjusted Net Earnings, excluding Significant Income and Expense (SIE) (available to common shareholders)
Strategic Initiatives	20%
Grow our reach: grow and diversify our earnings
Engage: continue to drive engagement levels and engage with our policyholders, distribution and communities
Modernize: execute on process improvements throughout the organization

¹	Sales and Adjusted Net Earnings are Non-GAAP financial measures. For reconciliation with GAAP, please see “Non-GAAP Financial Measures” in our Annual Report on Form 10-K filed with the SEC on February 26, 2026.

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The following chart sets forth the 2025 threshold, target and maximum performance goals, the relative weighting of the performance measures, and 2025 performance results under our annual incentive plan, which resulted in a combined payout factor of 160%.

Performance Metric	Weight	Threshold	Target	Maximum	Results	Payout Factor
Achieve Financial Plan ANE, ex. SIE ($M)	80%	$640	$700	$730	$740	156%
Achieve Financial Plan Sales ($B)	80%	$15	$16	$17	$14.6	156%
Strategic Initiatives	20%	Grow our reach, Engage & Modernize			—	175%

The F&G Compensation Committee approved the percentage of base salary paid for performance at the target levels depicted below (other than for Mr. Martin with respect to compensation decisions after his transition to Senior Vice President, Investments Chief Operating Officer). If a minimum performance measure is satisfied, depending on actual performance, bonus payments under the EIP could range from 50% to 200% of target. As a result of the corporate performance against our goals for fiscal 2025, the bonus pool for determining individual executive incentive awards was 160% of target.

For Mr. Martin, in respect of his annual cash incentive for fiscal 2025, the performance metrics were 50% corporate performance component and 50% individual performance component. If a minimum performance measure is satisfied, depending on actual performance, his bonus payment could range from 50% to 200% of target. As a result of the corporate performance against our goals for fiscal 2025 and his individual performance, the bonus determined Mr. Martin’s incentive awards was 168% of target.

	2025 Target Bonus		2025 Actual Bonus Earned
Name	% of base salary earnings	($)	% of Target Bonus	($)
Christopher O. Blunt	200%	1,100,000	160%	1,760,000
Conor E. Murphy¹	100%	399,808	160%	639,693
Wendy J.B. Young	100%	550,000	160%	880,000
Michael L. Gravelle	—	—	—	—
Leena Punjabi	100%	540,385	160%	864,616
William P. Foley	—	—	—	—
John D. Currier	100%	550,000	160%	880,000
David E. Martin	100%	350,000	168%	586,250

¹Represents a prorated bonus for fiscal 2025, reflecting Mr. Murphy’s commencement of employment on April 1, 2025.

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Long-Term Incentive Opportunities

Following our separation and distribution, the F&G Compensation Committee makes equity grants under the F&G Annuities & Life, Inc. 2022 Omnibus Incentive Plan. Our long-term incentives for NEOs consist of performance vesting restricted stock awards that incentivize long-term value creation: performance awards that reward the achievement of our performance goals and time-vesting that reward increases in the market value of our shares and continued service with our company.

On November 10, 2025, we granted performance-based restricted stock to each of our named executive officers.

We do not attempt to time the granting of awards to any internal or external events. Our general practice has been for our compensation committee to grant equity awards during the fourth quarter of each year following the release of our financial results for the third quarter. We also may grant awards in connection with significant new hires.

Our compensation committee’s determinations are not formulaic; rather, in the context of competitive market compensation data and our stated pay philosophy, our compensation committee determines the share amounts on a subjective basis in its discretion and award amounts may differ among individual executive officers in any given year. Following is a brief discussion regarding the awards made in 2025.

Performance-based Restricted Stock

In 2025, the proportion of the F&G equity awards consisting of performance-based restricted stock remained at 100%, except with respect to Ms. Punjab’s retention restricted stock award described below. As in recent years, we did not grant stock options or awards that vest solely based on continued service to our named executive officers.

Restricted stock awards vest over three years, subject to achieving Adjusted Net Earnings (excluding SIE) for the following fiscal year. SIE reflects adjustments to the long-term alternative asset portfolio assumption to remove mark-to-market impacts. For 2025, the F&G Compensation Committee set the performance target at $715M.

With respect to all restricted stock awards, credit is provided for dividends paid on unvested shares, but payment of those dividends is subject to the same vesting requirements as the underlying shares – in other words, if the underlying shares do not vest, the dividends are forfeited. The dividend payment is at the same rate as dividends paid to all other common shareholders. We also impose a restriction on the sale of executives’ restricted shares following vesting if the executive has not met our stock ownership guidelines, which are discussed below.

Equity grants awarded prior to 2022 were granted under the long-term incentive plans of FNF and were designed similarly to the current F&G equity grants. Our NEOs continue to hold these FNF awards following our separation and distribution.

In determining the value of Mr. Blunt’s performance-based restricted stock award, the compensation committee considered that in 2023, Mr. Blunt opted to reduce his cash compensation target by $900,000 in exchange for a larger proportion of his total compensation to be delivered in long-term equity grants. Consequently, Mr. Blunt’s compensation is more heavily weighted toward long-term equity to be more aligned to shareholder interests.

Performance Restricted Stock Awards

Performance restricted stock awards align our long-term incentives to the achievement of our Adjusted Net Earnings objectives and to our goal of growing shareholder value. Performance restricted stock awards vest in equal installments based on continued service and achievement of a one-year, Adjusted Net Earnings goal established at the start of the three-year period. As Mr. Currier will retire from F&G on May 15, 2026, he did not receive a grant of performance restricted stock awards in 2025.

In addition to the annual grants in November of 2025, Mr. Murphy received a performance restricted stock award on April 1, 2025 as a sign-on equity award subject to the same vesting conditions described above, and Mr. Gravelle received a performance restricted stock award on March 24, 2025 in connection with becoming an executive officer of F&G in May 2024 subject to the same vesting conditions described above.

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The table below shows the performance restricted stock awards granted to our NEOs (other than Mr. Currier) in 2025.

Name	Date of Grant	# of shares	Value at Grant	Vesting Schedule	Performance Metric
Christopher O. Blunt	November 10, 2025	260,497	8,500,017	Nov. 10, 2026 – 33.33% Nov. 10, 2027 – 33.33% Nov. 10, 2028 – 33.34%	2026 Adjusted Net Earnings
	November 10, 2025	122,587	4,000,014	Nov. 10, 2026 – 33.33% Nov. 10, 2027 – 33.33% Nov. 10, 2028 – 33.34%	2026 Adjusted Net Earnings
Conor E. Murphy
	April 1, 2025	81,345	3,000,004	Apr. 1, 2026 – 33.33% Apr. 1, 2027 – 33.33% Apr. 1, 2028 – 33.34%	2025 Adjusted Net Earnings
Wendy J.B. Young	November 10, 2025	38,769	1,265,032	Nov. 10, 2026 – 33.33% Nov. 10, 2027 – 33.33% Nov. 10, 2028 – 33.34%	2026 Adjusted Net Earnings
	November 10, 2025	9,194	300,000	Nov. 10, 2026 – 33.33% Nov. 10, 2027 – 33.33% Nov. 10, 2028 – 33.34%	2026 Adjusted Net Earnings
Michael L. Gravelle
	March 24, 2025	8,646	300,016	March 24, 2026 – 33.33% March 24, 2027 – 33.33% March 24, 2028 – 33.34%	2025 Adjusted Net Earnings
Leena Punjabi	November 10, 2025	21,913	715,021	Nov. 10, 2026 – 33.33% Nov. 10, 2027 – 33.33% Nov. 10, 2028 – 33.34%	2026 Adjusted Net Earnings
William P. Foley	November 10, 2025	199,204	6,500,027	Nov. 10, 2026 – 33.33% Nov. 10, 2027 – 33.33% Nov. 10, 2028 – 33.34%	2026 Adjusted Net Earnings
David E. Martin	November 10, 2025	10,727	350,022	Nov. 10, 2026 – 33.33% Nov. 10, 2027 – 33.33% Nov. 10, 2028 – 33.34%	2026 Adjusted Net Earnings

Retention Restricted Stock Award

On March 24, 2025, the Company granted to Ms. Punjabi a restricted stock award without performance conditions with a grant date fair value of $1,000,000 in order to retain Ms. Punjabi as her skills, talent and knowledge are critical to F&G’s performance. The award is subject to a three-year cliff vesting schedule, with 100% of the award vesting on the third anniversary of the grant date, generally subject to her continued employment through the vesting date. In the event Ms. Punjabi voluntarily or involuntarily terminates her employment with the Company prior to the third anniversary of the grant date, she will forfeit the award in its entirety.

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Employment and Other Severance,

Change-in-Control and Related Agreements

Employment Agreements

We believe that having employment agreements with our NEOs is beneficial to us because they provide retentive value, subject the executives to key restrictive covenants, and generally provide us with a competitive advantage in the recruiting process over companies that do not offer employment agreements. We have entered into employment agreements with certain of our NEOs. These employment agreements include the specific terms set forth in greater detail below in “Potential Payments upon Termination or Change in Control–Employment Agreements and Related Agreements with Named Executive Officers.”

Retention Agreement

On May 8, 2024, in connection with Mr. Currier’s appointment to serve as President of F&G and in recognition of his increased responsibilities and the Company’s interest in retaining his services, the Company entered into a Retention Agreement with Mr. Currier. Pursuant to the Retention Agreement, if Mr. Currier continues his employment with the Company through the second anniversary of the date of the Retention Agreement (May 8, 2026), he will receive a retention bonus of $1,500,000, to be paid in a lump sum cash payment, minus statutorily required deductions. Mr. Currier will be deemed to have satisfied the condition of active employment through the end of the retention period if his employment is terminated by the Company without “cause” (as defined in the Retention Agreement) during the retention period. No retention bonus will be paid under the Retention Agreement if Mr. Currier voluntarily resigns his employment or is terminated for “cause” during the retention period.

The above Retention Agreement is in addition to the Retention Agreement entered into with Mr. Currier on February 16, 2023. Pursuant to this Retention Agreement, if Mr. Currier continued his employment with the Company through the third anniversary of the date of the Retention Agreement (February 16, 2026), he was eligible to receive a retention bonus of $1,500,000, to be paid in a lump sum cash payment, minus statutorily required deductions. Mr. Currier satisfied his obligations under this Retention Agreement and the retention bonus was paid to him on February 27, 2026.

F&G 401(k) Plan

Under the F&G 401(k) Plan, our company will match 100% of a participant’s contributions up to five percent of compensation, subject to the limits specified in the Internal Revenue Code (the Code). The employer match vests immediately. The 401(k) plan also allows for annual discretionary profit-sharing contributions, which historically have been two percent of earnings, subject to limits under the Code. Any profit sharing contributions are immediately vested. For information regarding the matching contributions and profit sharing contributions made to F&G’s NEOs in 2025 see “Summary Compensation Table.”

Employee Stock Purchase Plans

Commencing on January 1, 2023, F&G maintains the F&G Annuities & Life, Inc. Employee Stock Purchase Plan (the F&G ESPP) through which executives and employees can purchase shares of F&G common stock through payroll deductions and through matching employer contributions. At the end of each calendar quarter, F&G makes a matching contribution to the account of each participant who has been continuously employed or a participating subsidiary for the last four calendar quarters. For employees with more than 10 years of service and officers, matching contributions are equal to ½ of the amount contributed during the quarter that is one-year earlier than the quarter in which the matching contribution was made. The matching contributions, together with the employee deferrals, are used to purchase shares of F&G common stock on the open market. Prior to our separation and distribution, our executives were eligible to participate in the FNF ESPP and remained eligible to participate through December 31, 2022. For information regarding the matching contributions made to F&G’s NEOs in 2025 see “Summary Compensation Table.”

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Nonqualified Deferred Compensation Arrangements

Commencing on January 1, 2024, our executives were eligible to participate in the F&G Annuities & Life, Inc. Deferred Compensation Plan. Under this plan, we permit our executives to defer on an elective basis a specified portion of their base salaries and performance-based bonus compensation, if any. Prior to January 1, 2024, our executives were eligible to participate in the FNF Deferred Compensation Plan. See the narrative description following the table entitled “Nonqualified Deferred Compensation” below for more information surrounding the terms of the nonqualified deferred compensation plans.

Health and Welfare Benefits

F&G offers a package of insurance benefits to all salaried employees, including our executives, including health, vision and dental insurance, basic life insurance, accidental death and dismemberment insurance and short- and long-term disability insurance.

Limited Executive Perquisites

All executives are eligible to participate in the Executive Life Insurance Plan. Under this plan, the beneficiary of a participant who dies while employed by us is entitled to a lump sum payment equal to three times his or her annual base salary at the time of hire. The value of these executive perquisites is reflected in the “All Other Compensation” column of the Summary Compensation Table below.

Beginning on January 1, 2025, our executives are eligible to receive a comprehensive preventive health evaluation through our Executive Health Program.

Hedging and Pledging Policy

F&G maintains a hedging and pledging policy, which prohibits its executive officers and directors from engaging in hedging or monetization transactions with respect to F&G securities, engaging in short-term or speculative transactions in F&G securities that could create heightened legal risk and/or the appearance of improper or inappropriate conduct or holding F&G securities in margin accounts or pledging them as collateral for loans without F&G’s approval.

Clawback Policy

We have a policy to clawback and recover incentive-based compensation paid to our executive officers if we are required to prepare an accounting restatement due to material noncompliance with financial reporting requirements. Under the policy, in the event of such a restatement we will clawback any incentive-based compensation paid during the preceding three-year period to the extent it would have been lower had the compensation been based on the restated financial results. No clawbacks were made in 2025.

Timing of Stock Option Grants

We do not currently grant new awards of stock options, stock appreciation rights or similar option-like instruments, and the F&G Compensation Committee does not presently intend to introduce such awards into the executive compensation program. Accordingly, the Company has no specific policy or practice on the timing of awards of such options or similar awards in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant new awards of such options, the F&G Compensation Committee intends to adopt appropriate policies and practices regarding the timing of such awards in relation to the disclosure of material nonpublic information.

Tax and Accounting Considerations

Our compensation committee considers the impact of tax and accounting treatment when determining executive compensation.

Section 162(m) of the Internal Revenue Code places a limit of $1,000,000 on the amount that can be deducted in any one year for compensation paid to certain executive officers. While the F&G Compensation Committee considers the deductibility of compensation as one factor in determining executive compensation, the F&G Compensation Committee also looks at other factors in making its decisions, as noted above, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible for tax purposes.

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The F&G Compensation Committee also considers the accounting impact when structuring and approving awards. We account for share-based payments in accordance with ASC Topic 718, which governs the appropriate accounting treatment of share-based payments under GAAP.

Stock Ownership Guidelines and Stock Holding Requirement

The F&G Compensation Committee adopted stock ownership guidelines which call for the executive or director to reach the ownership multiple within four years. The F&G guidelines, including those applicable to non-employee directors, are as follows:

Position	Minimum Aggregated Value
Chairman of the Board	$5,000,000
Chief Executive Officer	5 × base salary
Other Named Executive Officers	2 × base salary
Members of the Board	5 × annual cash retainer

Our named executive officers and our board of directors maintain significant long-term investments in our company. As of December 31, 2025, each of our NEOs’ and non-employee directors’ holdings of our stock exceeded these stock ownership guidelines. Collectively, as reported in the “Security Ownership of Management and Directors” table, our named executive officers and directors beneficially own an aggregate of 3.4 million shares of our common stock as of April 27, 2026, which represents approximately 2.5% of our outstanding common stock with a value of approximately $95 million based on the closing price of our common stock on that date. The fact that our executives and directors hold such a large investment in our shares is part of our culture and our compensation philosophy. Management’s sizable investment in our shares aligns their economic interests directly with the interests of our shareholders, and their wealth will rise and fall as our share price rises and falls. This promotes teamwork among our management team and strengthens the team’s focus on achieving long-term results and increasing shareholder return.

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Summary Compensation Table

The following table summarizes the total compensation paid to our NEOs for the fiscal year ended December 31, 2025, December 31, 2024 and December 31, 2023, as applicable.

Name	Principal Position	Fiscal Year	Salary ($)	Bonus ($)^(a)	Stock Awards ($)^(b)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)^(c)	All other Compensation ($)^(d)	Total
Christopher O. Blunt	Chief Executive Officer and Director

SEC Form DEF 14A filed by F&G Annuities & Life Inc.