FG Annuities Life Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2024

OR

Commission file number 001-41490

F&G Annuities & Life, Inc.

(Exact name of registrant as specified in its charter)

(866)846-4660

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report Yes☒ No

If the company’s securities are registered under Section 12(b), indicate by check mark whether the company’s financial statements included in the Form 10-K reflect the correction of an error to previously issued financial statements. Yes ☐ No☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the company’s executive officers during the relevant recovery period pursuant to Rule 10D-1(b) under the Exchange Act. Yes No☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ No☒

The aggregate market value of the shares of F&G common stock held by non-affiliates of the registrant as of June 30, 2024 was $622,990,760 based on the closing price of $24.78 as reported by The New York Stock Exchange.

The registrant had outstanding 126,773,653 shares of common stock as of January 31, 2025.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement to be filed in connection with the Annual Meeting of Shareholders, which will be filed no later than 120 days after December 31, 2024, are incorporated by reference into Part III of this Annual Report on Form 10-K.

F&G ANNUITIES & LIFE, INC.

FORM 10-K

TABLE OF CONTENTS

Introductory Note

The following describes the business of F&G Annuities & Life, Inc. and its subsidiaries. Except where otherwise noted in this Annual Report on Form 10-K, all references to “we,” “us,” “our,” the “Company,” or “F&G” are to F&G Annuities & Life, Inc. and its subsidiaries, taken together.

Statement Regarding Forward-Looking Information

Certain statements included in this Annual Report on Form 10-K and the documents incorporated into this document by reference are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements include statements about our plans and objectives, including our future financial condition, anticipated capital expenditures, anticipated distributions, and our belief that we have the liquidity and capital resources necessary to meet our known obligations.

This Annual Report on Form 10-K and other materials that F&G has filed or will file with the Securities and Exchange Commission (the “SEC”) contains information that includes or is based upon forward-looking statements that are intended to enhance the reader’s ability to assess our future financial and business performance.

Some of the forward-looking statements can be identified by the use of terms such as “believes,” “expects,” “may,” “will,” “should,” “could,” “seeks,” “intends,” “plans,” “estimates,” “anticipates” or other comparable terms. However, not all forward-looking statements contain these identifying words. These forward-looking statements include all matters that are not related to present facts or current conditions or that are not historical facts. They appear in a number of places throughout this report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our consolidated results of operations, financial condition, liquidity, prospects and growth strategies and the industries in which we operate and including, without limitation, statements relating to our future performance.

Forward-looking statements are subject to known and unknown risks and uncertainties, many of which are beyond our control. We caution you that forward-looking statements are not guarantees of future performance and that our actual consolidated results of operations, financial condition and liquidity, and industry development may differ materially from those made in or suggested by the forward-looking statements contained in this report. In addition, even if our consolidated results of operations, financial condition and liquidity, and industry development are consistent with the forward-looking statements contained in this report, those results or developments may not be indicative of results or developments in subsequent periods. A number of important factors could cause actual results to differ materially from those contained in or implied by the forward-looking statements, including the risks and uncertainties discussed in “Risk Factors” and the Risk Factor Summary provided below. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include the following (among others):

•general economic conditions and other factors, including prevailing interest and unemployment rate levels and stock and credit market performance;

•natural disasters, public health crises, international tensions and conflicts, geopolitical events, terrorist acts, labor strikes, political crises, accidents and other events;

•concentration in certain states for distribution of our products;

•the impact of interest rate fluctuations;

•equity market volatility;

•credit market volatility or disruption;

•the impact of credit risk of our counterparties;

•volatility or decline in the market price of our common stock could impair our ability to raise necessary capital;

•changes in our methodologies, estimates and assumptions regarding our valuation of investments and the determinations of the amounts of allowances and impairments;

•changes in our valuation allowance against our deferred tax assets, and restrictions on our ability to fully utilize such assets;

•the accuracy of management’s reserving assumptions;

•regulatory changes or actions, including those relating to regulation of financial services affecting (among other things) underwriting of insurance products and regulation of the sale, underwriting and pricing of products, and minimum capitalization and statutory reserve requirements for insurance companies, or the ability of our insurance subsidiaries to make cash distributions to us (including dividends or payments on surplus notes those insurance subsidiaries issue to us);

•the impact of fiduciary standards on us and on our products, distribution and business model;

•changes in the federal income tax laws and regulations which may affect the relative income tax advantages of our products;

•changes in tax laws which affect us and/or our shareholders;

•the impact on our business of new accounting rules or changes to existing accounting rules;

•our potential need and our insurance subsidiaries’ potential need for additional capital to maintain our and their financial strength and credit ratings and meet other requirements and obligations;

•our ability to successfully acquire new companies or businesses and integrate such acquisitions into our existing framework;

•the impact of potential litigation, including class action litigation;

•our ability to protect our intellectual property;

•our ability to maintain effective internal controls over financial reporting;

•the impact of restrictions in our debt instruments on its ability to operate its business, finance its capital needs or pursue or expand its business strategies;

•our ability and our insurance subsidiaries’ ability to maintain or improve financial strength ratings;

•the performance of third parties including third-party administrators, investment managers, independent distributors, underwriters, actuarial consultants and other outsourcing relationships;

•the loss of key personnel;

•interruption or other operational failures in telecommunication, information technology and other operational systems, or a failure to maintain the security, integrity, confidentiality or privacy of sensitive data residing on such systems;

•security breaches or other disruptions in our information technology infrastructure;

•our exposure to unidentified or unanticipated risk not adequately addressed by our risk management policies and procedures;

•the impact on our business of natural and man-made catastrophes, pandemics, and malicious and terrorist acts;

•our ability to compete in a highly competitive industry;

•our ability to attract and retain national marketing organizations and independent agents;

•our subsidiaries’ ability to pay dividends to us; and

•the other factors discussed in “Risk Factors” of this Annual Report on Form 10-K

Consequently, any forward-looking statements should be regarded solely as F&G’s current plans, estimates and beliefs and are based on management’s beliefs and assumptions about the businesses in which F&G competes, global and domestic economic conditions and other factors. F&G does not intend, and will not undertake any obligation, to update any forward-looking statements to reflect future events or circumstances or changed assumptions after the date of such statements.

You should review carefully the section captioned “Risk Factors” in this Annual Report on Form 10-K to better understand the risks and uncertainties inherent in our business and underlying any forward-looking statements.

Risks Related to Our Business

•Our debt instruments may restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.

•Our ability to grow depends in large part upon the continued availability of capital.

•A financial strength ratings downgrade, potential downgrade, or any other negative action by a rating agency could increase our cost of capital, making it challenging to grow our business, and could hinder our ability to participate in certain market segments, thereby adversely affecting our results of operations and our financial condition.

•We may face losses if our actual experience differs significantly from our reserving assumptions.

•Our valuation of investments and the determinations of the amounts of allowances and impairments taken on our investments may include methodologies, estimates and assumptions which are subject to differing interpretations and, if changed, could materially adversely affect our results of operations and financial condition.

•Change in our evaluation of the recoverability of our deferred tax assets could materially adversely affect our results of operations and financial condition.

•We have recorded goodwill as a result of past acquisitions, and adverse events affecting the value of our reporting unit could cause the balance to become impaired, requiring write-downs that would reduce our operating income.

•If we are unable to attract and retain national marketing organizations and independent agents, sales of our products may be reduced.

•We operate in a highly competitive industry, which could limit our ability to gain or maintain our position in the industry and could materially adversely affect our business, financial condition and results of operations.

•Concentration in certain states for the distribution of our products may subject us to losses attributable to economic downturns or catastrophes in those states.

•Concentration in one or more of our products may subject us to greater volatility of sales if such products experienced a significant decrease in sales.

•We are subject to the credit risk of our counterparties, including companies with whom we have reinsurance agreements or from whom we have purchased options.

•Our business could be interrupted or compromised if we experience difficulties arising from outsourcing relationships.

•The loss of key personnel could negatively affect our financial results and impair our ability to implement our business strategy.

•Our risk management policies and procedures may not capture unidentified or unanticipated risk, which could negatively affect our business or result in losses.

•F&G has a subsidiary focused on acquiring minority and/or majority ownership in indexed universal life and annuity Independent Marketing Organizations (“IMO”). While these acquisitions are intended to diversify our earnings, they present several risks that could adversely affect our business, financial condition and operating results.

•Interruption or other operational failures in telecommunication, information technology and other operational systems, or a failure to maintain the security, integrity, confidentiality or privacy of sensitive data residing on such systems, including as a result of human error, could result in a loss or disclosure of confidential information, damage to our reputation, monetary losses, additional costs and impairment of our ability to conduct business effectively.

•Security breaches like the June 2023 MOVEit incident and other disruptions to our information technology infrastructure could compromise Company, consumer and customer information, interfere with our operations, cause us to incur significant costs for remediation and enhancement of our IT systems and expose us to legal liability, all of which could have a substantial negative impact on our business and reputation.

•Advancements in Artificial Intelligence, Machine Learning, and Large Language Models (“AI/ML/LLM”) pose risks and challenges.

•The new and emerging types of AI and their uses are very early stage in the industry and may be subject to many uncertain future developments and regulations.

•We rely on our investment management advisory agreements (“IMA”) with Blackstone ISG-I Advisors LLC (“BIS”) and other investment managers and sub-managers for the management of portions of certain of our life insurance companies’ investment portfolios.

•We have a long-term contractual relationship with BIS that limits our ability to terminate this relationship or retain another investment manager without BIS’s consent.

•The historical performance of BIS, or any other asset manager we engage, should not be considered as indicative of the future results of our investment portfolio, our future results or any returns expected on our common stock.

•Increased regulation or scrutiny of alternative investment advisers, arrangements with such investment advisers and investment activities may affect BIS’s or, if engaged, any other asset manager’s ability to manage our investment portfolio or impact the reputation of our business.

Risks Related to Economic Conditions and Market Conditions

•Conditions in the economy generally could adversely affect our business, results of operations and financial condition.

•Our investments are subject to geopolitical risk. The on-going conflicts in Russia, Ukraine and the Middle East may adversely affect our business, financial condition, results of operations and cash flows.

•Our investments are subject to market risks that could be heightened during periods of extreme volatility or disruption in financial and credit markets.

•Our investments are subject to credit risks of the underlying issuer, borrower, or physical collateral which can change over time with the credit cycle.

•Interest rate fluctuations could adversely affect our business, financial condition, liquidity and results of operations.

•Equity market volatility could negatively impact our business.

•We are exposed to liquidity risk as a result of our other risks.

•Our business could be materially and adversely affected by the occurrence of a catastrophe, including natural or man-made disasters.

•Our business is subject to risk due to our owned distribution strategy and investments in distribution consolidators.

Legal, Regulatory and Tax Risks

•Our business is highly regulated and subject to numerous legal restrictions and regulations.

•Our business is subject to government regulation in each of the jurisdictions in which we conduct business and regulators have broad administrative and discretionary authority over our business and business practices.

•Our business in the United States is regulated by the National Association of Insurance Commissioners (“NAIC”), which continues to consider reforms including relating to cybersecurity regulations, best interest standards, risk-based capital (“RBC”) and life insurance reserves.

•Current and emerging developments relating to market conduct standards for the financial industry emerging from the United States Department of Labor’s (“DOL”) implementation of the “fiduciary rule” may over time materially affect our business.

•Our regulation in Bermuda and the Cayman Islands may limit or curtail our activities, and changes to existing regulations may affect our ability to continue to offer our existing products and services, or new products and services.

•The SECURE 2.0 Act of 2022 may impact our business and the markets in which we compete.

•The amount of statutory capital that our insurance subsidiaries have and the amount of statutory capital that they must hold to maintain their financial strength ratings and meet other requirements can vary significantly from time to time due to a number of factors outside of our control.

•New accounting rules or changes to existing accounting standards could adversely impact our reported results of operations.

•Changes in federal or state tax laws may affect sales of our products and profitability.

•Changes in tax law may increase our future tax liabilities and related compliance costs.

•The redemption of our preferred stock may require a significant amount of cash and may result in adverse tax consequences.

•We may be the target of future litigation, law enforcement investigations or increased scrutiny which may negatively affect our operations or financial strength or reduce profitability.

•We may not be able to protect our intellectual property and may be subject to infringement claims.

•Changing rules, public disclosure regulations and stakeholder expectations on environmental, social and corporate governance (“ESG”) related matters create a variety of risks for our business.

Risks Relating to Our Indebtedness and Financing

•We are a holding company and depend on distributions from our subsidiaries for cash.

Risks Related to the Separation and Distribution and our Status as a Subsidiary of Fidelity National Financial, Inc. (“FNF”)

•Although we have past history of operating as a public company, our historical financial information and summary historical financial information are not necessarily representative of the results that we would have achieved as a separate, publicly traded company and may not be a reliable indicator of our future results.

•FNF is our principal shareholder and retains significant rights with respect to our governance and certain corporate actions. In certain cases, FNF may have interests which differ from our other shareholders.

•Certain of our directors may have actual or potential conflicts of interest because of their FNF equity ownership or their current or former FNF positions.

•Provisions in our amended and restated certificate of incorporation and bylaws, and of Delaware law, may prevent or delay an acquisition of us, which could decrease the trading price of our common stock.

•We are a “controlled company” within the meaning of the New York Stock Exchange (“NYSE”) rules and, as a result, we qualify for, and rely on, exemptions from certain corporate governance requirements.

•FNF or F&G may fail to perform under various transaction agreements that were executed as part of the separation and distribution, or we may fail to have necessary systems and services in place when certain of the transaction agreements expire.

•In connection with the separation and distribution, FNF has agreed to indemnify us for certain liabilities and we have agreed to indemnify FNF for certain liabilities. If we are required to pay under these indemnities to FNF, our financial results could be negatively impacted. FNF’s indemnification of us may not be sufficient to hold us harmless from the full amount of all liabilities that will be allocated to us, and FNF may not be able to satisfy its indemnification obligations in the future.

•We may have received better terms from unaffiliated third parties than the terms we received in our agreements with FNF.

•Insurance holding company laws generally provide that no person, corporation or other entity may acquire control of an insurance company, which is presumed to exist if a person owns, directly or indirectly, 10% or more of the voting securities of an insurance company, without the prior approval of such insurance company’s domiciliary state insurance regulator. Persons considering an investment in our common stock should take into consideration their ownership of FNF voting securities and consult their own legal advisors regarding such laws in light of their particular circumstances.

•Our amended and restated bylaws contain an exclusive forum provision that could limit our shareholders’ ability to choose a judicial forum that they find favorable for certain disputes with us or our directors, officers, shareholders, employees or agents, and may discourage lawsuits with respect to such claims.

•We and certain of our subsidiaries file consolidated federal income tax returns with FNF.

Risks Related to Our Common Stock and Preferred Stock

•Our stock price may fluctuate significantly.

•If we are unable to implement and maintain the effectiveness of our internal control over financial reporting, our investors may lose confidence in the accuracy and completeness of our financial reports, which could adversely affect our stock price.

•Our common stock is subordinated to our preferred stock.

•Substantial sales of our common stock may occur which could cause our stock price to be volatile and to decline.

•We cannot guarantee the timing, amount or payment of dividends on our common stock or preferred stock in the future.

•Your percentage of ownership in F&G may be diluted in the future.