FGSN

MKT CAP $2.5BP/E 6.4DIV YIELD 5.14%FCF YIELD —REV TTM $6.1B +15.0%NET INCOME $418M +22.9%NET DEBT $136M52W 18.71 – 24.48SEC XBRL · TTM TO Invalid Date

How FGSN rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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As of December 31, 2025 and December 31, 2024, our reserves, net of reinsurance, and average crediting rate on our fixed rate annuities were $6.4 billion and 4.84%, respectively, and $6.4 billion and 4.42%, respectively.
Population We believe that the aging of the U.S. population will continue to increase demand for retirement savings, growth, and income solutions, including demand for our indexed annuity and indexed universal life (“IUL”) products.
We serve a growing retirement population, with more than 11,000 Americans turning 65 every day and a projected 30% increase in people age 65-100 over the next 25 years according to the U.S.
As a tool for addressing the unmet need for retirement planning, we believe that many middle-income Americans have grown to appreciate the financial certainty that we believe annuities such as our indexed annuity products afford.
For example, the fixed index annuity (“FIA”) market grew from nearly $12 billion of sales in 2002 to $130 billion of sales in 2024 and the registered index-linked annuities (“RILA”) market grew from $17 billion of sales in 2019 to $62 billion of sales in 2024.
Additionally, this market demand has positively impacted the IUL market as it has expanded from $100 million of annual sales in 2002 to $2 billion of annual sales in 2024.
Our aggregate reserves for contractholder funds, FPBs and MRBs on a direct and net basis as of December 31, 2025 and December 31, 2024, are summarized as follows (in millions): As of December 31, 2025 Direct Deposit Asset/ Reinsurance Recoverable Net Indexed annuities $ 34,449 $ (3,198) $ 31,251 Fixed rate annuities 19,267 (12,863) 6,404 Single premium immediate annuities ("SPIA") and other 1,628 (107) 1,521 IUL and other life 4,681 (1,377) 3,304 Funding agreements 6,234 — 6,234 PRT 8,125 — 8,125 Total $ 74,384 $ (17,545) $ 56,839 As of December 31, 2024 Direct Deposit Asset/ Reinsurance Recoverable Net Indexed annuities $ 31,002 $ (861) $ 30,141 Fixed rate annuities 17,443 (11,009) 6,434 SPIA and other 1,673 (109) 1,564 IUL and other life 4,203 (1,390) 2,813 Funding agreements 5,315 — 5,315 PRT 6,066 — 6,066 Total $ 65,702 $ (13,369) $ 52,333 We have indexed annuities and IUL contracts that permit the holder to elect an interest rate return or an equity index linked component, where interest credited to the contracts is linked to the performance of various equity indices, such as the S&P 500 Index.
The indexed annuities/IUL embedded derivatives are valued at fair value and included in the liability for Contractholder funds in the Consolidated Balance Sheets with the ceded portion of the reinsured indexed crediting feature embedded derivatives, recorded as a component of the Reinsurance recoverable in the Consolidated Balance Sheets.
Changes in fair value are included as a component of Benefits and other changes in policy reserves in the Consolidated Statements of Operations.
Valuation of Fixed Maturity, Preferred and Common Equity Securities, and Derivatives Our investments in fixed maturity securities have been designated as available-for-sale (“AFS”) and are carried at fair value, net of allowance for expected credit losses, with unrealized gains and losses included within accumulated other comprehensive income (loss) (“AOCI”), net of deferred income taxes.
Realized gains and losses on the sale of investments are determined on the specific identification basis and are credited or charged to income on a trade date basis.
Management’s assessment of all available data when determining fair value of the fixed maturity securities is necessary to appropriately apply fair value accounting.
For the years ended December 31, 2025 and December 31, 2024, our non-performance risk adjustment was based on the expected loss due to default in debt obligations for similarly rated financial companies.
Assets supporting the arrangements are reported within Funds withheld for reinsurance liabilities on our Consolidated Balance Sheets.
All assets within the Funds withheld for reinsurance liabilities are recorded in a manner consistent with each respective item of our accounting policies discussed in Note A - Business and Summary of Significant Accounting Policies to our Consolidated Financial Statements included in Part II - Item 8 of this Annual Report on Form 10-K.
These embedded derivatives are not clearly and closely related to the underlying reinsurance agreement and thus require bifurcation.
Beginning in 2025, these embedded derivatives are reported in Funds withheld for reinsurance liabilities, irrespective if in a net asset position or a net liability position, on the Consolidated Balance Sheets and prior periods have been reclassified from Prepaid expenses and other assets to conform with the current presentation.
Refer to Note B – Fair Value of Financial Instruments for descriptions of the fair value methodologies used for these and other derivative financial instruments and Note D - Derivatives and Note E - Reinsurance to our Consolidated Financial Statements included in Part II - Item 8 of this Annual Report on Form 10-K for additional information.
We categorize our fixed maturity securities, preferred securities, common equity securities and derivatives into a three-level hierarchy based on the priority of the inputs to the valuation technique.
The following table presents the fair value of fixed maturity securities and equity securities by pricing source, hierarchy level and net asset value (“NAV”) as of December 31, 2025 and December 31, 2024, dollars in millions.
As of December 31, 2025 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) NAV Total Fixed maturity securities and equity securities: Prices via third party pricing services $ 746 $ 38,986 $ 752 $ — $ 40,484 Priced via independent broker quotations — — 12,522 — 12,522 Priced via other methods — — — 35 35 Total $ 746 $ 38,986 $ 13,274 $ 35 $ 53,041 % of Total 1 % 74 % 25 % — % 100 % As of December 31, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) NAV Total Fixed maturity securities and equity securities: Prices via third party pricing services $ 441 $ 35,136 $ 852 $ — $ 36,429 Priced via independent broker quotations — — 10,246 — 10,246 Priced via other methods — — — 57 57 Total $ 441 $ 35,136 $ 11,098 $ 57 $ 46,732 % of Total 1 % 75 % 24 % — % 100 % Market Risk Benefits MRBs are contracts or contract features that both provide protection to the contract holder from other-than-nominal capital market risk (equity, interest and foreign exchange risk) and expose the Company to other-than-nominal capital market risk.
Goodwill As of December 31, 2025 and December 31, 2024, goodwill was $2,180 million and $2,179 million.
The goodwill was recorded in connection with the owned distribution acquisitions and the FNF Acquisition.
For the years ended December 31, 2025 and December 31, 2024, we determined there were no events or circumstances that indicated that the carrying value exceeded the fair value.
For the year ended December 31, 2025, changes in market conditions, including changing interest rates, resulted in deferred tax assets related to the net unrealized capital losses in the Company’s investment portfolio.
These markets leverage our existing team's spread-based capabilities as well as our strategic partnership with Blackstone ISG-I Advisors LLC.
The purpose of the distribution was to enhance and more fully recognize the overall market value of each company.
Additionally, on December 31, 2025, FNF distributed, on a pro rata basis, approximately 12% of the outstanding shares of F&G common stock.
Following the distribution, FNF retained approximately 70% ownership of F&G common stock as of December 31, 2025.
As defined by the Iowa Insurance Division, a funding agreement is an agreement for an insurer to accept and accumulate funds and to make one or more payments at future dates in amounts that are not based on mortality or morbidity contingencies of the person to whom the funding agreement is issued.
Sources of revenues for products accounted for as deposit liabilities are net investment income, surrender charges, cost of insurance and other charges deducted from contractholder funds (i.e., amortization of unearned revenue liabilities (“URL”)), and net realized gains (losses) on investments.
Components of expenses for products accounted for as deposit liabilities are interest-sensitive and index product benefits (primarily interest credited to account balances or the hedging cost of providing index credits to the policyholder), amortization of value of business acquired (“VOBA”), deferred acquisition costs (“DAC”) and deferred sales inducements (“DSI”), and other operating costs and expenses.
MRBs are contracts or contract features that both provide protection to the contract holder from other-than-nominal capital market risk (equity, interest and foreign exchange risk) and expose the Company to other-than-nominal capital market risk.
Yield on AAUM Yield on AAUM is calculated by dividing annualized GAAP net investment income by AAUM.
Results of Operations The results of operations for the years ended December 31, 2025, 2024 and 2023 were as follows (in millions): Year Ended December 31, 2025 2024 2023 Revenues Life insurance premiums and other fees $ 2,795 $ 2,860 $ 2,413 Interest and investment income 2,837 2,719 2,211 Owned distribution revenues 89 81 — Recognized gains and (losses), net 10 84 (124) Total revenues 5,731 5,744 4,500 Benefits and expenses Benefits and other changes in policy reserves 3,963 3,791 3,553 Market risk benefit losses (gains) 167 (25) 95 Depreciation and amortization 665 569 412 Personnel costs 293 296 232 Other operating expenses 156 203 146 Interest expense 164 132 97 Total benefits and expenses 5,408 4,966 4,535 Earnings (loss) before income taxes 323 778 (35) Income tax expense 52 136 23 Net earnings (loss) 271 642 (58) Less: Non-controlling interests 6 3 — Net earnings (loss) attributable to F&G 265 639 (58) Less: Preferred stock dividend 17 17 — Net earnings (loss) attributable to F&G common shareholders $ 248 $ 622 $ (58) The following table summarizes sales by product type (in millions) (see “ Non-GAAP Financial Measures” ): Year Ended December 31, 2025 2024 2023 Indexed annuities ("FIA/RILA") $ 6,703 $ 6,729 $ 4,699 IUL 190 166 156 PRT 2,126 2,242 1,976 Subtotal: Core sales 9,019 9,137 6,831 Fixed rate annuities ("MYGA") 3,794 5,105 5,066 Funding agreements ("FABN/FHLB") 1,825 1,020 1,256 Subtotal: Opportunistic sales 5,619 6,125 6,322 Gross sales 14,638 15,262 13,153 Sales attributable to flow reinsurance to third parties (4,609) (4,691) (3,915) Net sales $ 10,029 $ 10,571 $ 9,238 • Gross sales were modestly lower during the year ended December 31, 2025 compared to the year ended December 31, 2024, and higher for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Core sales of indexed annuities, IUL, and PRT, were modestly lower for the year ended December 31, 2025 compared to the year ended December 31, 2024, and higher for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Opportunistic sales of MYGA and funding agreements are subject to fluctuation period to period based on economics and market opportunity; we continue to prioritize pricing discipline and capital allocation to the highest return opportunities. • Sales attributable to flow reinsurance to third parties, including the reinsurance vehicle that went into effect August 1, 2025, were modestly lower during the year ended December 31, 2025 compared to the year ended December 31, 2024, and higher for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily reflecting the level of MYGA sales during the respective periods, the addition of new reinsurance and changes in the percentages ceded during the periods.
The following table summarizes the Life insurance premiums and other fees, on the Consolidated Statements of Operations for the respective periods (in millions): Year Ended December 31, 2025 2024 2023 Life-contingent pension risk transfer premiums $ 2,108 $ 2,217 $ 1,964 Traditional life insurance and life-contingent immediate annuity premiums 30 35 43 Surrender charges 253 268 103 Policyholder fees and other income 404 340 303 Life insurance premiums and other fees (a) $ 2,795 $ 2,860 $ 2,413 (a) Reported net of ceded premiums of $85 million, $94 million and $105 million and ceded product fees of $60 million, $47 million and $49 million for the years ended December 31, 2025, 2024 and 2023, respectively. • Life-contingent pension risk transfer premiums were modestly lower during the year ended December 31, 2025 compared to the year ended December 31, 2024, and higher for the year ended December 31, 2024 compared to the year ended December 31, 2023, reflecting the timing of PRT transactions.
PRT premiums are subject to fluctuation period to period. • Surrender charges were modestly lower for the year ended December 31, 2025 compared to the year ended December 31, 2024, and higher for the year ended December 31, 2024 compared to the year ended December 31, 2023.
These charges primarily reflect withdrawals from policyholders with surrender charges and market value adjustments (“MVAs”), primarily on our indexed annuities policies, and are subject to changes in the interest rate environment.

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As of December 31, 2024 and December 31, 2023, our reserves, net of reinsurance, and average crediting rate on our fixed rate annuities were $6 billion and 5%, respectively, and $6 billion and 4%, respectively.
Population We believe that the aging of the U.S. population will increase the demand for our indexed annuity and indexed universal life (“IUL”) products.
As the “baby boomer” generation prepares for retirement, we believe that demand for retirement savings, growth, and income products will grow.
We serve a growing retirement population, with more than 10,000 Americans turning 65 every day and a projected 23% increase in people age 65 and older over the next 25 years.
As a tool for addressing the unmet need for retirement planning, we believe that many middle-income Americans have grown to appreciate the financial certainty that we believe annuities such as our FIA products afford.
For example, the fixed index annuity market grew from nearly $12 billion of sales in 2002 to $97 billion of sales in 2023 and the registered index-linked annuities (“RILA”) market grew from $11 billion of sales in 2018 to $44 billion of sales in 2023.
Additionally, this market demand has positively impacted the IUL market as it has expanded from $100 million of annual sales in 2002 to $3 billion of annual sales in 2023.
Our aggregate reserves for contractholder funds, FPBs and MRBs on a direct and net basis as of December 31, 2024 and December 31, 2023, are summarized as follows (in millions): As of December 31, 2024 Direct Deposit Asset/ Reinsurance Recoverable Net Indexed annuities $ 31,002 $ (861) $ 30,141 Fixed rate annuities 17,443 (11,009) 6,434 Single premium immediate annuities ("SPIA") and other 1,673 (109) 1,564 IUL and other life 4,203 (1,390) 2,813 Funding agreements 5,315 — 5,315 PRT 6,066 — 6,066 Total $ 65,702 $ (13,369) $ 52,333 As of December 31, 2023 Direct Deposit Asset/ Reinsurance Recoverable Net Indexed annuities $ 27,809 $ (17) $ 27,792 Fixed rate annuities 13,445 (7,521) 5,924 SPIA and other 1,814 (115) 1,699 IUL and other life 3,828 (1,307) 2,521 Funding agreements 5,152 — 5,152 PRT 4,203 — 4,203 Total $ 56,251 $ (8,960) $ 47,291 Indexed annuities and IUL products contain an embedded derivative; a feature that permits the holder to elect an interest rate return or an equity-index linked component, where interest credited to the contract is linked to the performance of various equity indices.
The indexed annuities/IUL embedded derivatives are valued at fair value and included in the liability for Contractholder funds in our Consolidated Balance Sheets with changes in fair value included as a component of Benefits and other changes in policy reserves in our Consolidated Statements of Operations.
Valuation of Fixed Maturity, Preferred and Equity Securities, and Derivatives Our investments in fixed maturity securities have been designated as available-for-sale (“AFS”) and are carried at fair value, net of allowance for expected credit losses, with unrealized gains and losses included within accumulated other comprehensive income (loss) (“AOCI”), net of deferred income taxes.
Realized gains and losses on the sale of investments are determined on the basis of first-in first-out cost basis and are credited or charged to income on a trade date basis.
Management’s assessment of all available data when determining fair value of the AFS securities is necessary to appropriately apply fair value accounting.
For the years ended December 31, 2024 and December 31, 2023, our non-performance risk adjustment was based on the expected loss due to default in debt obligations for similarly rated financial companies.
These total return swaps are not clearly and closely related to the underlying insurance contract and thus require bifurcation.
The fair value of the total return swaps is based on the change in fair value of the underlying assets held in the funds withheld account.
These compound embedded derivatives are reported in Funds withheld for reinsurance liabilities and for all other arrangements, embedded derivatives are reported in Prepaid expenses and other assets if in a net gain position, or Accounts payable and accrued liabilities, if in a net loss position on the Consolidated Balance Sheets.
See Note E - Reinsurance to our Consolidated Financial Statements included in Part II - Item 8 of this Annual Report on Form 10-K.
We categorize our fixed maturity securities, preferred securities, equity securities and derivatives into a three-level hierarchy based on the priority of the inputs to the valuation technique.
The following table presents the fair value of fixed maturity securities and equity securities by pricing source, hierarchy level and net asset value (“NAV”) as of December 31, 2024 and December 31, 2023, dollars in millions.
As of December 31, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) NAV Total Fixed maturity securities available-for-sale and equity securities: Prices via third party pricing services $ 441 $ 35,136 $ 852 $ — $ 36,429 Priced via independent broker quotations — — 10,246 — 10,246 Priced via other methods — — — 57 57 Total $ 441 $ 35,136 $ 11,098 $ 57 $ 46,732 % of Total 1 % 75 % 24 % — % 100 % As of December 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) NAV Total Fixed maturity securities available-for-sale and equity securities: Prices via third party pricing services $ 586 $ 31,195 $ 895 $ — $ 32,676 Priced via independent broker quotations — — 8,290 — 8,290 Priced via other methods — — — 59 59 Total $ 586 $ 31,195 $ 9,185 $ 59 $ 41,025 % of Total 2 % 76 % 22 % — % 100 % Market Risk Benefits MRBs are contracts or contract features that both provide protection to the contract holder from other-than-nominal capital market risk (equity, interest and foreign exchange risk) and expose the Company to other-than-nominal capital market risk.
Goodwill As of December 31, 2024 and December 31, 2023, goodwill was $2,179 million and $1,749 million.
The goodwill was recorded in connection with the recent owned distribution acquisitions and the FNF Acquisition.
For the years ended December 31, 2024 and December 31, 2023, we determined there were no events or circumstances that indicated that the carrying value exceeded the fair value.
For the year ended December 31, 2024, changes in market conditions, including changing interest rates, resulted in deferred tax assets related to the net unrealized capital losses in the Company’s investment portfolio.
These markets leverage our existing team's spread-based capabilities as well as our strategic partnership with Blackstone ISG-I Advisors LLC (“Blackstone”).
On March 16, 2022, FNF announced its intention to partially spin off F&G through a dividend to FNF shareholders.
FNF retained control of F&G through ownership of approximately 85% of F&G common stock.
Effective December 1, 2022, F&G commenced “regular-way” trading of its common stock on the New York Stock Exchange (“NYSE”) under the symbol “FG”.
As defined by the IID, a funding agreement is an agreement for an insurer to accept and accumulate funds and to make one or more payments at future dates in amounts that are not based on mortality or morbidity contingencies of the person to whom the funding agreement is issued.
Sources of revenues for products accounted for as deposit liabilities are net investment income, surrender charges, cost of insurance and other charges deducted from contractholder funds (i.e., amortization of URL), and net realized gains (losses) on investments.
Components of expenses for products accounted for as deposit liabilities are interest-sensitive and index product benefits (primarily interest credited to account balances or the hedging cost of providing index credits to the policyholder), amortization of VOBA, DAC and DSI, and other operating costs and expenses.
Market risk benefits (“MRBs”) are contracts or contract features that both provide protection to the contract holder from other-than-nominal capital market risk (equity, interest and foreign exchange risk) and expose the Company to other-than-nominal capital market risk.
Yield on AAUM Yield on AAUM is calculated by dividing annualized net investment income by AAUM.
Results of Operations The results of operations for the years ended December 31, 2024, 2023 and 2022 were as follows (in millions): Year ended December 31, 2024 2023 2022 Revenues Life insurance premiums and other fees $ 2,860 $ 2,413 $ 1,704 Interest and investment income 2,719 2,211 1,655 Owned distribution revenues 81 — — Recognized gains and (losses), net 84 (124) (1,010) Total revenues 5,744 4,500 2,349 Benefits and expenses Benefits and other changes in policy reserves 3,791 3,553 1,126 Market risk benefit (gains) losses (25) 95 (182) Depreciation and amortization 569 412 324 Personnel costs 296 232 157 Other operating expenses 203 146 102 Interest expense 132 97 29 Total benefits and expenses 4,966 4,535 1,556 Earnings (loss) before income taxes 778 (35) 793 Income tax expense 136 23 158 Net earnings (loss) 642 (58) 635 Less: Non-controlling interests 3 — — Net earnings (loss) attributable to F&G 639 (58) 635 Less: Preferred stock dividend 17 — — Net earnings (loss) attributable to F&G common shareholders $ 622 $ (58) $ 635 The following table summarizes sales by product type (in millions) (see “ Non-GAAP Financial Measures” ): Year ended December 31, 2024 2023 2022 Indexed annuities ("FIA/RILA") $ 6,729 $ 4,699 $ 4,550 Fixed rate annuities ("MYGA") 5,105 5,066 3,744 Total annuity 11,834 9,765 8,294 IUL 166 156 127 Funding agreements ("FABN/FHLB") 1,020 1,256 1,443 PRT 2,242 1,976 1,390 Gross sales 15,262 13,153 11,254 Sales attributable to flow reinsurance to third parties (4,691) (3,915) (2,248) Net sales $ 10,571 $ 9,238 $ 9,006 • Total annuity sales were higher during the years ended December 31, 2024 and 2023, reflecting F&G's productive and expanding retail distribution through independent agents, banks and broker-dealers, enhanced product features and pricing actions taken to align to the macro environment. • Funding agreements, reflecting new FABN and FHLB agreements, were lower for the years ended December 31, 2024 and 2023, and are subject to fluctuation period to period based on economic conditions and the timing of entering the new agreements. • PRT sales increased during the years ended December 31, 2024 and 2023, reflecting the timing of PRT transactions that are also subject to fluctuation period to period.
During the year ended December 31, 2024, we closed 12 pension risk transfer transactions.
Since entering the pension risk transfer market in 2021 through December 31, 2024, we have closed 32 transactions involving approximately 115,000 plan participants and resulting in over $7 billion cumulative plan transaction value from inception. • Sales attributable to flow reinsurance to third parties were higher during the years ended December 31, 2024 and 2023, primarily reflecting the addition of new reinsurance, the higher level of MYGA sales, and changes in the percentages ceded during the periods.
The following table summarizes the Life insurance premiums and other fees, on the Consolidated Statements of Operations for the respective periods (in millions): Year ended December 31, 2024 2023 2022 Life-contingent pension risk transfer premiums $ 2,217 $ 1,964 $ 1,362 Traditional life insurance and life-contingent immediate annuity premiums 35 43 33 Surrender charges 268 103 58 Policyholder fees and other income 340 303 251 Life insurance premiums and other fees $ 2,860 $ 2,413 $ 1,704 • Life-contingent pension risk transfer premiums increased for the years ended December 31, 2024 and 2023, reflecting the timing of PRT transactions.
As noted above, PRT premiums are subject to fluctuation period to period. • Surrender charges increased for the years ended December 31, 2024 and 2023, primarily reflecting increases in withdrawals from policyholders with surrender charges and market value adjustments (“MVAs”), primarily on our indexed annuities policies.
The increase in termination activity is primarily due to the higher interest rate environment.
Business – The Products We Offer – Withdrawal Option for Deferred Annuities,” in this Annual Report on Form 10-K for additional discussion on surrender charges and MVAs. • Policyholder fees and other income increased for the years ended December 31, 2024 and 2023, primarily due to increased cost of insurance charges, net of changes in unearned revenue liabilities (“URL”) on IUL policies from growth in business and higher guaranteed minimum withdrawal benefit (“GMWB”) rider fees.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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