DEF 14A of Fidelity National Financial, Inc., Apr 29, 2026

DEF 14A of Fidelity National Financial, Inc.

Filed Apr 29, 2026 · FY20250001104659-26-051485

Open on EDGAR

  1. DIRECTOR INDEPENDENCE

    DIRECTOR INDEPENDENCE All of our directors are non-employees other than Mr. Foley, who serves as Executive Chairman of our majority owned subsidiary F&G since November 2022, and Mr. Quirk, who serves as our Executive Vice-Chairman. The board of directors has determined that Douglas K. Ammerman, Halim Dhanidina, Thomas M. Hagerty, Daniel D. Lane, Sandra D. Morgan, Heather H. Miller, John D. Rood, Peter O. Shea, Jr. and Cary H. Thompson are independent under the criteria established by the New York Stock Exchange and our Corporate Governance Guidelines. The board of directors also reviewed the additional New York Stock Exchange (NYSE) independence considerations applicable to compensation committee members and determined that Messrs. Hagerty, Lane and Thompson are independent for purposes of service on the compensation committee. In determining independence, the board considered all relationships that might bear on our directors' independence from FNF. The board determined that Mr. Quirk is not independent because he is our Executive Vice-Chairman and an employee of FNF. The board of directors also determined that William P. Foley, II is not independent because he is Executive Chairman of F&G and an employee of FNF and F&G. For additional information concerning these transactions, see the section titled "Certain Relationships and Related Transactions" below. In considering the independence of Douglas K. Ammerman, Thomas M. Hagerty, John D. Rood and Cary H. Thompson, the board of directors considered the following factors:

  2. DIRECTOR INDEPENDENCE

    | • | Messrs. Ammerman, Hagerty 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, Hagerty 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. |

  3. DIRECTOR INDEPENDENCE

    | • | Mr. Hagerty serves as a director of Dayforce, Inc., which provides certain payroll-related services to FNF. |

  4. DIRECTOR INDEPENDENCE

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  5. DIRECTOR INDEPENDENCE

    | • | 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. |

  6. DIRECTOR INDEPENDENCE

    | • | Mr. Ammerman and Mr. Hagerty 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. |

  7. DIRECTOR INDEPENDENCE

    | • | Messrs. Ammerman and Rood serve on the board of directors of majority-owned subsidiary F&G. Mr. Foley is Executive Chairman of the board of F&G. |

  8. DIRECTOR INDEPENDENCE

    | • | Mr. Thompson is Executive Vice Chairman of Investment at BofA Securities, and affiliate of Bank of America Merrill Lynch, and FNF and F&G made payments to and received payments from entities affiliated with Bank of America Merrill Lynch in 2025. The board of directors determined that these payments do not impair Mr. Thompson's independence because his compensation from Bank of America Merrill Lynch is not dependent on the amount of business Bank of America Merrill Lynch or its affiliates does with FNF or its subsidiaries. The board also considered that BofA Securities provided services to DNB in connection with the DNB Take-Private. |

  9. DIRECTOR INDEPENDENCE

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

  10. COMPENSATION COMMITTEE

    | ● | Approving the compensation of our directors. |

  11. CERTAIN INFORMATION ABOUT OUR DIRECTORS

    CERTAIN INFORMATION ABOUT OUR DIRECTORS

  12. BOARD COMPOSITION, TENURE AND RECENT REFRESHMENT

    BOARD COMPOSITION, TENURE AND RECENT REFRESHMENT We believe that the current composition of our board serves 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 selectively add new board members who have important skill sets, experience or diversity of viewpoint. For example, in 2020, our board elected Sandra D. Morgan to serve as a director. Ms. Morgan brings to our board a strong legal and regulatory background as an attorney and former Chair of the Nevada Gaming Control Board. In 2021, we added the Honorable Halim Dhanidina, who has a strong legal background and understanding of the regulatory landscape and corporate governance. Both Ms. Morgan and Judge Dhanidina add to the diversity of our

  13. BOARD COMPOSITION, TENURE AND RECENT REFRESHMENT

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  14. BOARD COMPOSITION, TENURE AND RECENT REFRESHMENT

    board. Our board is composed of a mix of directors, some of whom have served on our board since our initial public offering 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 in more recent years and bring new skills, experience and perspectives to our board. We recognize the importance of having directors with a longevity of service and deep understanding of our business to our ability to effectively execute on our long-term strategy as we selectively identify 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 and nominating committee considers a variety of skills, qualifications and other factors, including 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. As of January 1, 2026, two of our 11 directors are gender diverse and two of our 11 directors are of diverse race/ethnicity. 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 as Vice Chairman of Cannae and as Chairman of the boards of several other public companies, provides high-value added services to our Company and board. Mr. Foley is a founder of FNF and has served as Chairman of our board of directors since 1984. He served as our Chief Executive Officer until May 2007 and as President of FNF until December 1994. 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. Mr. Foley's service as Executive Chairman of F&G is part of our board's strategy for the long-term success of F&G as our majority-owned subsidiary and we believe his service in that role will drive long-term value for both our shareholders and F&G shareholders. Based on these factors and Mr. Foley's unique skills and history with FNF, we believe he has sufficient time to devote to his service as non-executive Chairman of FNF and that his continued involvement in our strategy and execution is an important factor in our long-term and future success.

  15. PROXY ACCESS

    PROXY ACCESS Our bylaws include a "proxy access" procedure for shareholder director nominations. Pursuant to Section 2.13(e) of our bylaws, a shareholder, or a group of up to 25 shareholders, may include in our proxy materials director nominees constituting up to two individuals or 20% of our board, whichever is greater, provided that:

  16. PROXY ACCESS

    | ● | The nominating shareholder(s) own several shares representing 3% or more of the total voting power of the Company's outstanding shares of capital stock entitled to vote in the election of directors; |

  17. PROXY ACCESS

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  18. PROXY ACCESS

    | ● | The nominating shareholder(s) have owned that number of shares continuously for at least three years; and |

  19. PROXY ACCESS

    | ● | The nominating shareholder(s) and their director nominee(s) otherwise satisfy the applicable requirements of Section 2.13(e) of our bylaws. |

  20. PROXY ACCESS

    The corporate governance and nominating committee considers qualified candidates suggested by current directors, management and our shareholders. A shareholder who wishes to suggest a qualified candidate for director to the corporate governance and nominating committee but does not meet the requirements described above may do so by writing to our Corporate Secretary at 601 Riverside Avenue, Jacksonville, Florida 32204. The submission must provide the information required by, and otherwise comply with the procedures set forth in, Section 3.1 of our bylaws. Section 3.1 also requires that the nomination notice be submitted by a prescribed time in advance of the meeting. See "Shareholder Proposals and Nominations" below.

  21. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS The matrix on the next page lists the skills and experience that we consider most important for our directors in light of our current business and structure. In addition, biographical information concerning our nominees proposed for election at the annual meeting as Class III directors of the Company, as well as our continuing Class I and Class II directors, including each director's relevant experience, qualifications, skills and diversity, is included.

  22. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

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  23. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Knowledge, Skills & Experience: | BOARD OF DIRECTORS | | | | | | | | | | | | | William P. Foley, II (Non-Executive Chairman) | Raymond R. Quirk (Executive Vice-Chairman) | Douglas K. Ammerman | Halim Dhanidina | Thomas M. Hagerty | Daniel D. Lane | Sandra D. Morgan | Heather H. Miller | John D. Rood | Peter O. Shea, Jr. | Cary H. Thompson | | Board of Directors Experience | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Industry Experience | ● | ● | | | | ● | | | ● | ● | | | CEO/Business Head/Leadership | ● | ● | | ● | | ● | ● | ● | ● | ● | ● | | International | ● | | ● | | ● | | | | | ● | ● | | Human Capital Management/ Compensation | ● | ● | | | ● | ● | ● | | ● | ● | ● | | Finance/Capital Allocation | ● | ● | ● | | ● | ● | ● | ● | ● | ● | ● | | Financial Literacy | ● | ● | ● | | ● | ● | ● | ● | ● | ● | ● | | Regulatory | ● | ● | ● | ● | | | ● | ● | ● | ● | ● | | Real Estate | ● | ● | | | | ● | | | ● | ● | ● | | Risk Management | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Corporate Governance | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Technology/Systems | ● | ● | | | ● | | | ● | ● | | | | Legal | ● | | | ● | | | ● | | | | ● | | Marketing/Sales | ● | ● | ● | | ● | ● | | ● | ● | ● | ● | | Board Tenure | 20 | 9 | 20 | 5 | 20 | 20 | 6 | 9 | 12 | 19 | 20 | | Age | 81 | 79 | 74 | 53 | 63 | 91 | 48 | 59 | 71 | 59 | 68 |

  24. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Class III Directors – Term Expiring 2029 (if Re-elected) | | | Name | Position | | William P. Foley, II | Chairman of the Board | | Douglas K. Ammerman | Lead Independent Director and Chairman of the Audit Committee | | Thomas M. Hagerty | Chairman of the Compensation Committee | | Peter O. Shea, Jr | Chairman of the Corporate Governance and Nominating Committee Member of the Audit Committee |

  25. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    William P. Foley, II. Mr. Foley is a founder of Fidelity National Financial, Inc. and 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

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  27. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    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 has served as a director of Alight since 2021 and previously served as the non-executive Chairman of the board of directors of Alight from April 2021 through February 2025 and on the board of its predecessor, 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) ffrom 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 Fidelity National Information Services, Inc. (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 provides high-value added services to our Company and board. He is a founder of FNF and his qualifications to serve on the FNF board include 40 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. 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. We believe that Mr. Foley is able to fulfill his role and devote sufficient time to FNF while serving on other boards. Several of Mr. Foley's directorships, including Alight, and Jena Acquisition Corp. are related to his role at Cannae. Cannae is a holding company engaged in managing and operating a group of companies and investments, as well as making additional majority and minority equity portfolio investments in businesses. Additionally, Mr. Foley's service as Executive Chairman of F&G is part of our board's strategy for the long-term success of F&G as our majority-owned subsidiary and we believe his service in that role will drive long-term value for both our shareholders and F&G shareholders. Based on these factors and Mr. Foley's unique skills and history with FNF, we believe he has sufficient time to devote to his service as non-executive Chairman of FNF and that his continued involvement in our strategy and execution is an important factor in our long-term and future success.

  28. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

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  29. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    Douglas K. Ammerman. Mr. Ammerman has served as a director of the Company since 2005. 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 F&G since December 2022. 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 FNF 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. Thomas M. Hagerty. Mr. Hagerty has served as a director of the Company since 2005 and as a director of predecessors of FNF since 2014. Mr. Hagerty is a Managing Director of Thomas H. Lee Partners (THL), which he joined in 1988. Mr. Hagerty also serves as a director of Corpay, Inc. since November 2014 and Dayforce since September 2013. Mr. Hagerty formerly served on the boards of Dun & Bradstreet, Black Knight, FTAC, First Bancorp, MoneyGram International and FIS. Mr. Hagerty's qualifications to serve on the FNF board of directors include his managerial and strategic expertise working with large growth-oriented companies as a Managing Director of THL, a leading private equity firm, and his experience in enhancing value at such companies, along with his expertise in corporate finance. Peter O. Shea, Jr. . Mr. Shea has served as a director of the Company since April 2006. Mr. Shea is the President and Chief Executive Officer of J.F. Shea Co., Inc., a private company with operations in home building, commercial property development and management and heavy civil construction. Prior to his service as President and Chief Executive Officer, he served as Chief Operating Officer of J.F. Shea Co., Inc. Mr. Shea's qualifications to serve on the FNF board of directors include his experience in managing multiple and diverse operating companies and his knowledge of the real estate industry, particularly as President and Chief Executive Officer of J.F. Shea Co., Inc.

  30. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Class I Directors – Term Expiring 2027 | | | Name | Position | | Raymond R. Quirk | Executive Vice-Chairman and Director | | Sandra D. Morgan | Member of the Corporate Governance and Nominating Committee Member of the Related Person Transaction Committee | | Heather H. Miller | Director | | John D. Rood | Member of the Audit Committee Member of the Corporate Governance and Nominating Committee |

  31. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    Raymond R. Quirk. Mr. Quirk has served as Executive Vice-Chairman of our board since February 2022 and formerly served as Chief Executive Officer of FNF since December 2013. He has served as a director of FNF since February 2017. Previously, Mr. Quirk served as the President of FNF from May 2007 until December 2013. Mr. Quirk served as Co-Chief Operating Officer of FNF from October 2006 until May 2007. Since joining FNF 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 has also served on the board of directors of F&G since August 2020 and formerly served on the board of directors of J. Alexander's Holdings, Inc.

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  33. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    Mr. Quirk's qualifications to serve on the FNF board of directors include his 40 years of experience with FNF, his deep knowledge of our business and industry and his strong leadership abilities. Sandra D. Morgan. Ms. Morgan has served on our board since 2020. Ms. Morgan is the President of the Las Vegas Raiders, a member club of the National Football League. She is a past Chairwoman of the Nevada Gaming Control Board. She was appointed to this role by Governor Steve Sisolak and is the first African American to have served as Chair. Ms. Morgan was previously appointed to the Nevada Gaming Commission by Governor Brian Sandoval in April 2018. While serving as a Commissioner, Ms. Morgan also served as Director of External Affairs for AT&T Services, Inc. from September 2016 to January 2019 and was responsible for managing AT&T's government and community affairs in Nevada. She previously served as the City Attorney for the City of North Las Vegas from May 2008 to August 2016 and was the first African American City Attorney in the State of Nevada. Prior to her public service with the City of North Las Vegas, Ms. Morgan served as Litigation Attorney for MGM Mirage (now known as MGM Resorts) from 2005 to May 2008. Ms. Morgan previously served as an Athletic Commissioner on the Nevada State Athletic Commission and served on the Board of Directors for Jobs for Nevada's Graduates. In 2021, Ms. Morgan was Of Counsel with Covington & Burling LLP in multiple practice areas, including gaming, sports and technology, as well as the firm's regulatory, data privacy and cybersecurity practice, litigation and investigations and white-collar defense practices. She also serves on the board of directors of Allegiant Travel Company since 2021, the Raiders Foundation since 2022, the UNLV Foundation since 2023, and formerly served on the board of directors of Caesars Entertainment from November 2021 to July 2022. Ms. Morgan's qualifications to serve on our board include her legal expertise and experience, her governmental and regulatory experience on the Nevada Gaming Commission, her leadership in both the private and public sectors, and her independence. Ms. Morgan also serves on the related person transaction committee of our board. Heather H. Miller. Ms. Miller has served on our board since 2017. Ms. Miller is a private investor. She retired as a Managing Director and group head of Global Securities and Economics at Merrill Lynch in 2002 after more than a decade on Wall Street. In 2002, Ms. Miller founded the nonprofit Nevada Cancer Institute, a cancer research and treatment center, where she served as Chairwoman and CEO and then as a board member until the institute merged into Roseman University in 2013. She was appointed by Congress to serve on the Financial Crisis Inquiry Commission from 2009 to 2011. The Commission's findings, "The Financial Crisis Inquiry Report" was listed on the New York Times bestseller list. Ms. Miller was appointed and served as a Commissioner on the White House Commission on Enhancing National Cybersecurity in 2016. The Commission's findings were presented to President Obama in December 2016. She serves on the Board of Trustees of the Johns Hopkins University and Johns Hopkins Medicine and as the Chair of Johns Hopkins University Applied Physics Laboratory. Ms. Miller formerly served on the board of MannKind Corporation. Ms. Miller's qualifications include her strong background in finance gained during her time at Merrill Lynch, her leadership experience as a group leader at a leading Wall Street firm and as founder, Chair and CEO at various non-profits, and her regulatory and cyber-security knowledge from serving on the Financial Crisis Inquiry Commission and Commission on Enhancing National Cybersecurity. John D. Rood. Mr. Rood has served on our board of directors since May 2013. 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

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  35. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    directors of F&G since December 2022 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 FNF 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.

  36. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Class II Directors – Term Expiring 2028 | | | Name | Position | | Hon. Halim Dhanidina | Chairman of the Related Person Transaction Committee | | Daniel D. (Ron) Lane | Member of the Compensation Committee | | Cary H. Thompson | Member of the Compensation Committee |

  37. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    The Honorable Halim Dhanidina. Judge Dhanidina has served as a director of the Company since May 2021. Judge Dhanidina is a retired Associate Justice of the California Court of Appeal where he served from 2018 until April 2021. He was previously appointed as a Judge of the Los Angeles County Superior Court in 2012, making him the first Muslim judge in California history. Judge Dhanidina served as a Partner with the firms Werksman, Jackson & Quinn LLP from April 2022 until May 2023 and Umberg/Zipser from April 2021 to April 2022. He is currently a mediator and arbitrator at Signature Resolution. He also teaches law at the University of California Irvine, University of California Los Angeles and Chapman University. He earned a Bachelor of Arts in International Relations from Pomona College and a Juris Doctorate from the University of California, Los Angeles. Judge Dhanidina holds a certificate in Board Governance from the UCLA Anderson School of Management. Judge Dhanidina's qualifications to sit on our board include his long and distinguished career as a practicing attorney and judge and his extensive teaching experience in various areas of law. He also serves as a member of the related person transaction committee of our board. Daniel D. (Ron) Lane. Mr. Lane has served as a director of the Company since 2005, and as a director of predecessors of FNF since 1989. Since February 1983, Mr. Lane has been a principal, Chairman and Chief Executive Officer of Lane/Kuhn Pacific, Inc., a corporation comprising several

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  39. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    community development and home building partnerships, all of which are headquartered in Newport Beach, California. Mr. Lane served as a director of CKE Restaurants, Inc. from 1993 through 2010, and served as a director of FIS from February 2006 to July 2008, and as a director of Lender Processing Services, Inc. from July 2008 until March 2009. Mr. Lane is also a member of the Board of Trustees of the University of Southern California. Mr. Lane's qualifications to serve on the FNF board include his extensive experience in and knowledge of the real estate industry, particularly as Chairman and Chief Executive Officer of Lane/ Kuhn Pacific, Inc., his deep knowledge of FNF and our business landscape as a long-time director, and his experience as a member of the boards of directors of other companies. Cary H. Thompson. Mr. Thompson has served as a director of the Company since 2005, and as a director of predecessors of FNF since 1992. Mr. Thompson currently is Executive Vice Chairman of Global Corporate and Investment Banking, BofA Securities, Inc., having joined that firm in May 2008. From 1999 to May 2008, Mr. Thompson was Senior Managing Director and Head of West Coast Investment Banking at Bear Stearns & Co., Inc. Mr. Thompson served as a director of FIS from February 2006 to July 2008 and as a director of Lender Processing Services, Inc. from July 2008 to March 2009. Mr. Thompson's qualifications to serve on the FNF board include his experience in corporate finance and investment banking, his knowledge of financial markets, and his expertise in running a large and complex business organization and negotiating and consummating complicated financial transactions.

  40. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | PROPOSAL NO. 1: ELECTION OF DIRECTORS |

  41. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    Our articles of incorporation and bylaws provide that our board shall consist of at least one and no more than fourteen 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 III 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 eleven. 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 III directors for a three-year term expiring in 2029. William P. Foley, II Douglas K. Ammerman Thomas M. Hagerty Peter O. Shea. Jr. THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE LISTED NOMINEES.

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  43. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | PROPOSAL NO. 2: AMEND OUR ARTICLES OF INCORPORATION TO IMPLEMENT ANNUAL ELECTIONS OF DIRECTORS |

  44. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    Our Articles of Incorporation currently provides for a classified Board consisting of three classes of directors, with each class of directors serving staggered three-year terms. As a result, one class of directors stands for election at each of our annual meetings of shareholders, such that shareholders vote on and elect approximately one-third of the Board each year. After considering the Company's corporate governance practices and the advantages and disadvantages of declassification, the Board has determined it is in the best interests of FNF and its shareholders to amend our Articles of Incorporation to declassify the Board. Therefore, the Board has approved and recommends your approval of our Amended and Restated Articles of Incorporation that provides for the elimination of the classified structure of our board over a three-year period. We refer to this proposal as the Articles Proposal. The Articles Proposal eliminates the classification of the board over a three-year period, provides for the annual election of all directors beginning at the 2029 Annual Meeting, and makes certain conforming and technical changes to our Amended and Restated Articles of Incorporation. Board declassification would be phased-in over a three-year period, beginning at the 2027 Annual Meeting, at and after which directors would be elected to one-year terms as the incumbents' three-year terms expire. The Articles Proposal would not change the unexpired three-year terms of directors elected prior to the effectiveness of the amendments (including directors elected at this Annual Meeting). Accordingly, the three-year term for the Class I directors elected at the 2024 Annual Meeting would expire as originally scheduled at the 2027 annual meeting, the three-year term for the Class II directors elected at the 2025 Annual Meeting would expire as originally scheduled at the 2028 Annual Meeting, and the three-year term for the Class III directors elected at the 2026 Annual Meeting would expire at the 2029 Annual Meeting. The implementation of the declassification of the board pursuant to the Articles Proposal would commence at the 2027 Annual Meeting. Director nominees standing for election at the 2027 Annual Meeting and each annual meeting of shareholders thereafter would be elected to serve a one-year term. Beginning with the 2029 Annual Meeting, all directors would stand for annual elections. The table below summarizes the proposed implementation of the declassification under this approach:

  45. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Annual Meeting Year / Class | Length of Term of Directors Elected | Year Term Would Expire | Portion of the Board Elected at the Annual Meeting | | 2026 | 3 Years | 2029 | 4 of 11 | | 2027 | 1 Year | 2028 | 4 of 11 | | 2028 | 1 Year | 2029 | 7 of 11 | | 2029 | 1 Year | 2030 | 11 of 11 |

  46. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | 31 | Fidelity National Financial, Inc. |

  47. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    The affirmative vote of the holders of a majority of the voting power of our outstanding common stock entitled to vote on the Articles Proposal is required to approve the Articles Proposal. A copy of the proposed Amended and Restated Articles of Incorporation is attached to this proxy statement as Annex A. If approved, the proposed Amended and Restated Articles of Incorporation would become effective upon their filing with the Nevada Secretary of State, which the Company expects would occur promptly after shareholder approval is obtained. If the Articles Proposal is not approved, the Company's current classified board structure will continue. THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE APPROVAL OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION.

  48. PAY FOR PERFORMANCE

    | • | We exceeded both our adjusted title revenue and adjusted pre-tax title margin targets as set by our compensation committee under our annual incentive plan. We exceeded our 2025 performance expectations despite a very difficult economic environment, including historically high mortgage rates and a real estate market that has been in a downward trend. Consistent with this strong performance, our named executive officers earned an annual incentive payout equal to 200% of their respective target annual incentive opportunities. See the "FNF Annual Incentive Performance Measures and Results" section below. |

  49. PAY FOR PERFORMANCE

    | • | We exceeded the quarterly adjusted pre-tax title margin goals set by our compensation committee as performance criteria for our 2025 restricted stock awards. As a result, these awards will vest upon the passage of time, subject to each executive's continued employment with us. |

  50. 2025 COMPENSATION MIX

    | | Salary | Annual Cash Incentives | Performance- based Restricted Stock | Benefits and Other | Total Compensation | Performance- based Compensation | | Michael J. Nolan | 9.3% | 37.8% | 49.4% | 3.5% | 100% | 87.2% | | Raymond R. Quirk | 9.4% | 28.3% | 54.9% | 7.4% | 100% | 83.2% | | Anthony J. Park | 16.5% | 41.8% | 38.5% | 3.2% | 100% | 80.3% | | Peter T. Sadowski | 17.1% | 36.1% | 43.7% | 3.1% | 100% | 79.8% | | Michael L. Gravelle | 14% | 29.3% | 53.9% | 2.8% | 100% | 83.2% |

  51. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

    ANNUAL PERFORMANCE-BASED CASH INCENTIVES We award annual cash incentives based upon the achievement of pre-defined business and financial objectives relating to our title operations, which are specified in the first quarter of the year. Annual incentives play an important role in our approach to total compensation, as they motivate participants to achieve key fiscal year objectives by conditioning the payment of incentives on the achievement of defined, objectively determinable financial performance goals. In April 2025, our compensation committee approved our fiscal year business performance objectives and a target incentive opportunity for each participant, as well as the potential incentive opportunity range for maximum and threshold performance. No annual incentive payments are payable to a named executive officer if the pre-established, threshold performance levels are not met, and payments are capped at a maximum performance payout level. The financial performance results are derived from our annual financial statements (as reported in our Annual Report on Form 10-K filed with the SEC), which are subject to an audit by our independent registered public accounting firm, Ernst & Young LLP. However, as discussed below, the financial measures used as performance targets for our annual cash incentives for our named executive officers differ from the comparable GAAP measures reported in our financial statements. Below, we explain how we calculate the performance measures of our annual cash incentives. The target opportunities of our annual cash incentives are expressed as a percentage of the individual's base salary. In 2025, our compensation committee reviewed market incentive compensation for our named executive officers and increased Messrs. Nolan's and Park's target opportunities by 10% to 200% and 125%, respectively, in light of market-based data and their skills and expertise. The amount of the annual cash incentives actually paid depends on the level of achievement of the pre-established goals as follows:

  52. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

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

  53. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

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

  54. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

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

  55. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

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

  56. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

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

  57. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

    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, which are discussed in more detail below:

  58. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

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  59. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

    | • | Our 2025 business plan, including our underlying assumptions relating to 2025 refinance volumes and residential purchase market projections following consideration of forecasts of the Mortgage Bankers Association (MBA) and Fannie Mae, projections for the national commercial market based upon forecasts by the Urban Land Institute, the interest rate environment, housing affordability, and recent and expected industry and company trends; |

  60. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

    | • | 2025 performance targets as compared to 2024 performance results; |

  61. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

    | • | Alignment of the 2025 performance targets with the investment community's published projections for us and our publicly-traded title company competitors; and |

  62. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

    | • | The effect that achieving the performance targets would have on our growth and margins. |

  63. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

    FNF Annual Incentive Performance Measures and Results. The performance goals for our 2025 annual cash incentives were based on adjusted revenue and adjusted pre-tax profit margin, which we refer to as "adjusted pre-tax title margin," in each case relating to our title segment. We believe these two performance measures are among the most important measures to our investors of the financial performance of our business. Title revenue is a leading measure of growth, market share, customer satisfaction and product strength. Pre-tax margin relating to our title segment is a leading measure of operating performance and efficiency. Both measures are used by investors and analysts and can have a significant impact on long-term stock price and the investing community's expectations. Additionally, when combined with the strong focus on long-term shareholder return created by our equity-based incentives and our named executive officers' significant stock ownership, these two measures analyzed on an annual basis provide a degree of checks and balances, requiring our named executive officers to consider both short-term and long-term performance of our businesses and investments. Adjusted title revenue and adjusted pre-tax title margin correspond to our shareholders' expectations, the performance of our stock price, our annual budget, our long-term financial plan, and our board of directors' expectations. Further, both are measures that executives can directly affect. In the following table, we explain how we calculate the performance measures and why we use them.

  64. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

    | Fidelity National Financial, Inc. | 42 |

  65. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

    | Performance Measure | How Performance Measures are Calculated(1) | Reason for Use | | Adjusted Title Revenue | Adjusted title revenue is based on GAAP revenue from our title segment as reported in our annual financial statements, excluding recognized gains and losses. | Adjusted title revenue is an important measure of our growth, our ability to satisfy and retain our clients, gain new clients and the effectiveness of our services and solutions. Adjusted title revenue is widely followed by investors and is reported in our quarterly earnings press releases. | | Adjusted Pre-Tax Title Margin | Adjusted pre-tax title margin is determined by dividing the earnings before income taxes and non-controlling interests from our title segment, excluding recognized gains and losses, purchase accounting amortization and other unusual items, by total revenues of the title segment excluding recognized gains and losses. | Adjusted pre-tax title margin is a financial measure that is significantly influenced by the performance of our executives, promotes a focus on operational efficiency and cost management, aligns the executives’ short-term incentive opportunity with one of our key corporate growth objectives and is commonly used within the title industry. We believe maintaining strong margins is particularly important in a declining market. The exclusion of income taxes, non-controlling interests, recognized gains and losses, and purchase price amortization from the calculation of adjusted pre-tax title margin results in a measure that better reflects our continuing operations, which is more heavily influenced by the performance of our executives rather than ancillary market and economic factors. This measure is widely followed by investors and is reported in our quarterly earnings press releases. |

  66. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

    | 1. | The adjustments to title revenue and pre-tax title margin are intended to produce a performance measure that reflects the financial performance of our continuing operations, which is directly influenced by the performance of our executives, and to exclude the impact of external market and economic factors. |

  67. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

    The title insurance business is directly impacted by management's effectiveness in executing on our business strategy, and macro-economic factors such as mortgage interest rates, credit availability, job markets, economic growth, and changing demographics. Changes to mortgage interest rates, in particular, can have a significant impact on our title revenues and title margin. In setting the target Adjusted Title Revenue and Adjusted Pre-Tax Title Margin goals, the compensation committee looks to set goals that are difficult to achieve but not unrealistic. Because Adjusted Title Revenue is closely related to the level of real estate activity, which is not within management's control, the compensation committee heavily considers the expected trends and market conditions described above, which can fluctuate significantly from year to year, rather than looking to past years performance targets or results. In setting our Adjusted Pre-Tax Title Margin goal, the committee considers management's ability to operate our business efficiently and control expenses in light of both current market conditions, trends and expectations, as well as management's expertise and past performance in driving strong margins in that type of environment. Our annual incentive plan targets correlate with our annual strategic financial plans, which are developed in the first quarter based on our forecasted mortgage originations for the year and the relative mix of purchase versus refinance originations. In setting the threshold, target and maximum goals relating to the performance measures under our annual incentive plan, our compensation

  68. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

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  69. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

    committee considered management's expectations for 2025, which were based on a combination of forecasts provided by the MBA and the Urban Land Institute, anticipated changes in interest rates, as well as historical and expected market dynamics and industry and company trends. When we set our 2025 performance targets in April 2025, our assumptions included a decrease in residential purchase volumes of 5% with an expectation of continued home price appreciation and elevated interest rates, a decrease in residential refinance volumes of 4%, a volatile interest rate environment, and a 12% decrease in the commercial title insurance market. Our assumptions also included rising home prices making housing less affordable and other recent and expected industry and company trends. We prepare a base plan as well as upside and downside scenarios, which, taken together, form the strategic financial plan and the basis of the performance measure targets. To establish threshold and maximum goals, percentage adjustments were applied to the target goals. In light of the expected trends in refinance, residential purchase and commercial markets described above coupled with a continued elevated interest rate environment, which are outside of management's control, our compensation committee determined to set our 2025 title revenue target at $7.0 billion, which was 5% above our 2024 target of $6.65 billion and 9% below our 2024 result of $7.7 billion. The committee determined to set our 2025 adjusted pre-tax title margin performance target at 13.0% in order to drive continued strong operational efficiency and cost management. While the 2025 adjusted pre-tax title margin performance target was lower than our 2024 result of 15.1% due to continued uncertainty related to the market assumptions described above, it was in line with our 2024 target of 13.0% which was set at a time of similar uncertainty. The committee believed achievement of these targets would reflect strong performance by management in what was expected to be an extraordinarily challenging market environment. The adjusted pre-tax title margin threshold and maximum goals were set at 250 basis points below and 250 basis points above the target, respectively, and title revenue threshold and maximum goals were set at 7.5% below and 7.5% above the target, respectively. 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. All of the goals are subject to review and approval by our compensation committee. When calculating adjusted title revenues and adjusted pre-tax title margin, we adjust for recognized gains and losses, purchase price amortization, and other unusual items. These adjustments encourage our executives to focus on achieving strong financial performance and efficient operation of our continuing businesses during the year to achieve the performance measures. The adjustments also ensure that our compensation committee is measuring management's performance at the end of the annual performance period consistently with our budget for that period so that the measures serve as barometers of management's performance in satisfying and retaining our clients, obtaining new clients, and operating the business efficiently. The adjustments also encourage our executives to focus on the long-term benefit and strategic fit of acquisitions or divestitures regardless of whether they may have a positive or negative impact on our adjusted revenue or pre-tax title margin in the current year. Our 2025 adjusted revenue and adjusted title margin results both exceeded expectations and continued to lead the industry due to our continued focus on managing expenses, aggressive recruiting, and adjusting headcount in line with opened order trends. Our executives' performance

  70. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

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  71. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

    directly impacted our ability to effectively manage our business in response to each of these factors and deliver strong results for our shareholders. The following charts set 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 200%. Dollar amounts are in millions.

  72. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

    | Performance Metric | Weight | Threshold | Target | Maximum | Results | Payout Factor | | Adjusted Revenue Title Segment | 25% | $6,475 | $7,000 | $7,525 | $8,568 | 200% | | Adjusted Pre-tax Margin Title Segment | 75% | 10.5% | 13% | 15.5% | 15.9% | 200% |

  73. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

    The table below presents a reconciliation of our GAAP total revenue and pre-tax earnings to our adjusted revenue, adjusted pre-tax earnings and adjusted pre-tax margin for the title segment of the Company. Dollar amounts are in millions.

  74. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

    | Twelve Months Ended December 31, | 2021 | 2022 | 2023 | 2024 | 2025 | | Total revenue | $11,497 | $9,106 | $7,038 | $7,702 | $8,490 | | Pre-tax earnings | $2,136 | $1,090 | $883 | $1,096 | $1,227 | | Non-GAAP adjustments before taxes | | | | | | | Recognized (gains) and losses, net | $393 | $443 | $9 | $6 | $78 | | Purchase price amortization | $57 | $60 | $72 | $59 | $54 | | Other adjustments | - | - | - | - | - | | Total non-GAAP adjustments before taxes | $450 | $503 | $81 | $65 | $132 | | Adjusted revenue | $11,890 | $9,549 | $7,047 | $7,708 | $8,568 | | Adjusted pre-tax earnings | $2,586 | $1,593 | $964 | $1,161 | $1,359 | | Adjusted pre-tax margin | 21.7% | 16.7% | 13.7% | 15.1% | 15.9% |

  75. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

    The following table shows each named executive officer's 2025 base salary, target annual incentive opportunity expressed as a percentage of base salary, and the 2025 annual incentive earned based upon the combined payout factor of 200%.

  76. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

    | Name | 2025 Base Salary* | 2025 Annual Incentive Target (%) | 2025 Annual Incentive Target ($) | 2025 Total Incentive Earned | | Michael J. Nolan | $1,100,000 | 200% | $2,200,000 | $4,400,000 | | Raymond R. Quirk | $550,000 | 150% | $825,000 | $1,650,000 | | Anthony J. Park | $775,000 | 125% | $968,750 | $1,937,500 | | Peter T. Sadowski | $660,000 | 105% | $693,000 | $1,386,000 | | Michael L. Gravelle | $570,000 | 105% | $598,500 | $1,197,000 |

  77. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

    * The amounts reflect base salary effective at the end of 2025.

  78. ANNUAL PERFORMANCE-BASED CASH INCENTIVES

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  79. LONG-TERM EQUITY INCENTIVES

    LONG-TERM EQUITY INCENTIVES 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, promotions or changes in duties. 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 FNF equity awards consisting of performance-based restricted stock remained at 100%. As in recent years, we did not grant stock options or awards that vest solely based on continued service to our named executive officers. The restricted stock awards vest over three years, provided we achieve adjusted pre-tax margin in our title segment of 11.0% in at least two of the five quarters beginning October 1, 2025. The compensation committee recognized that we also use pre-tax title margin as a metric in our annual incentive plan and considered various alternative measures for our 2025 performance-based restricted stock awards. However, the committee selected adjusted pre-tax title margin, which measures our executives' achievements in operating efficiency, profitability and capital management, as the performance measure for our 2025 restricted stock awards. The committee determined to use adjusted pre-tax title margin because it reflects our ability to convert revenue into operating profits for shareholders and measures our progress toward achieving our long-term strategy and therefore can have a significant impact on our long-term stock price. When we set our adjusted pre-tax title margin performance goal in October 2025, the compensation committee considered the current environment of volatile interest rates, the current limited housing supply, high home prices, tight credit markets and uncertain economic expectations for 2026, as well as uncertainty related to geo-political conflicts. The committee considered that we expect a stable commercial real estate market in 2026 as compared to 2025. The compensation committee balanced these considerations against management's historically strong performance in managing expenses during different real estate cycles and ability to drive industry leading margins. Based on these considerations for the performance period, the compensation committee determined to set the performance goal for our 2025 restricted stock awards at 11%, which is 150 basis points higher than the 2024 performance goal of 9.5% due to the factors described above, in order to encourage management to continue to drive strong expense management and margins in our title business. Adjusted pre-tax title margin for purposes of the performance-based restricted stock awards is calculated in the same manner as it is calculated under our annual incentive plan. Although we considered using a longer performance period for these awards, we determined that achievement of the criteria in at least two of the five quarters beginning October 1, 2025, which is the performance period we have historically used with respect to our performance-based equity awards, was the appropriate performance period because of the difficulty in predicting future performance of the mortgage market, particularly for a period of more than one year, because it is largely driven by

  80. LONG-TERM EQUITY INCENTIVES

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  81. LONG-TERM EQUITY INCENTIVES

    interest rates, which may be volatile over a longer term, and other economic forces outside of our control, and because of the seasonality inherent in the title business, with the first quarter typically much weaker than the remaining quarters due to weather conditions and holidays impacting opened order activity in November and December resulting in fewer closings in the first quarter. 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. The timing of grants of equity-based incentive awards is discretionary and we generally grant these awards to our named executive officers in the fourth quarter of the applicable fiscal year. In certain circumstances, including the hiring or promotion of an executive, the compensation committee may approve grants to be effective at other times. The Company does not currently grant stock options to our employees. The compensation committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2025, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  82. EMPLOYMENT AGREEMENTS AND POST-TERMINATION COMPENSATION AND BENEFITS

    EMPLOYMENT AGREEMENTS AND POST-TERMINATION COMPENSATION AND BENEFITS We have entered into employment agreements with each of our named executive officers. These agreements provide us and the executives with certain rights and obligations during and following a termination of employment, and in some instances, following a change in control. We believe these agreements are necessary to protect our legitimate business interests, as well as to protect the executives in the event of certain termination events. For a discussion of the material terms of the agreements, see the narrative following "– Grants of Plan-Based Awards" and "– Potential Payments Upon Termination or Change in Control."

  83. ESTABLISHING EXECUTIVE COMPENSATION LEVELS

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

  84. ESTABLISHING EXECUTIVE COMPENSATION LEVELS

    | • | The need to retain and motivate executives (in the current business cycle, it is critical that we not lose key talent and long-term incentives help to retain key executives); |

  85. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  86. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($)(4) | Total ($) | | Michael J. Nolan Chief Executive Officer | 2025 | 1,083,846 | 5,960,007 | 4,400,000 | 203,040 | 11,646,893 | | | 2024 | 996,154 | 5,800,039 | 3,550,496 | 221,064 | 10,567,753 | | | 2023 | 947,308 | 5,510,038 | 3,236,333 | 197,906 | 9,891,585 | | Raymond R. Quirk Executive Vice-Chairman | 2025 | 550,000 | 3,410,054 | 1,650,000 | 221,043 | 5,831,097 | | | 2024 | 561,539 | 4,300,071 | 1,541,663 | 231,344 | 6,634,617 | | | 2023 | 665,385 | 4,210,079 | 1,660,750 | 200,436 | 6,736,650 | | Anthony J. Park Executive Vice President and Chief Financial Officer | 2025 | 762,885 | 1,785,030 | 1,937,500 | 147,921 | 4,633,336 | | | 2024 | 695,962 | 1,700,052 | 1,504,289 | 142,974 | 4,043,277 | | | 2023 | 657,308 | 1,635,036 | 1,302,624 | 131,324 | 3,726,292 | | Peter T. Sadowski Executive Vice President and Chief Legal Officer | 2025 | 655,154 | 1,680,035 | 1,386,000 | 117,084 | 3,838,273 | | | 2024 | 626,538 | 1,600,010 | 1,236,133 | 115,965 | 3,578,646 | | | 2023 | 600,000 | 1,545,001 | 1,073,100 | 108,068 | 3,326,169 | | Michael L. Gravelle Executive Vice President, General Counsel and Corporate Secretary | 2025 | 570,000 | 2,200,069 | 1,197,000 | 113,000 | 4,080,069 | | | 2024 | 567,115 | 1,600,010 | 1,118,406 | 190,526 | 3,476,057 | | | 2023 | 545,000 | 1,545,001 | 974,733 | 95,650 | 3,160,384 |

  87. SUMMARY COMPENSATION TABLE

    | 1. | Amounts shown are not reduced to reflect the named executive officers' elections, if any, to defer receipt of salary into our 401(k) plan, ESPP, or deferred compensation plans. |

  88. SUMMARY COMPENSATION TABLE

    | 53 | Fidelity National Financial, Inc. |

  89. SUMMARY COMPENSATION TABLE

    | 2. | Represents the grant date fair value of the restricted stock awards computed in accordance with ASC Topic 718, excluding forfeiture assumptions. See the "Grants of Plan-Based Awards" table for details regarding each award. Assumptions used in the calculation of the grant date fair value of the FNF restricted stock awards are included in Note T to our audited financial statements for the fiscal year ended December 31, 2025, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2026. The FNF restricted stock awards are performance-based. For Messrs. Nolan, Quirk and Gravelle, also includes the grant date fair value of F&G restricted stock awards in connection with their service as directors of F&G. Assumptions used in the calculation of the grant date fair value of the F&G restricted stock awards are included in Note R to F&G's audited financial statements for the fiscal year ended December 31, 2025, included in F&G's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2026. The F&G restricted stock awards received by Messrs. Nolan and Quirk are time-based. |

  90. SUMMARY COMPENSATION TABLE

    | 3. | Represents performance-based compensation earned under our annual incentive plan by each executive. |

  91. SUMMARY COMPENSATION TABLE

    | 4. | Amounts shown include matching contributions to our ESPP; life insurance premiums paid by us; health insurance fees paid by us under the executive medical plan; personal use of a company airplane; matching contributions to our 401(k) plan; and, for Messrs. Nolan and Quirk, board retainers for their service on the F&G board of directors (which they elected to receive in F&G shares rather than cash), as reflected in the table below. |

  92. SUMMARY COMPENSATION TABLE

    | | Nolan ($) | Quirk ($) | Park ($) | Sadowski ($) | Gravelle ($) | | ESPP Matching Contributions | 25,000 | 29,423 | 51,490 | 46,385 | 42,029 | | Life Insurance Premiums | 1,143 | 321 | 387 | 321 | 594 | | Personal Airplane Use | — | 18,350 | — | — | — | | Executive Medical | 63,826 | 59,876 | 85,544 | 59,878 | 59,877 | | Company Match – 401(k) | 10,500 | 10,500 | 10,500 | 10,500 | 10,500 | | F&G Director Retainer (paid in F&G stock) | 102,571 | 102,571 | — | — | — |

  93. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following tables set forth information concerning awards granted to the named executive officers during the fiscal year ended December 31, 2025.

  94. GRANTS OF PLAN-BASED AWARDS

    | Fidelity National Financial, Inc. | 54 |

  95. GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | (J) | (K) Grant | | (A) Name | (B) Grant Date | (C) Award Type | (D) Threshold ($) | (E) Target ($) | (F) Maximum ($) | (G) Threshold (#) | (H) Target (#) | (I) Maximum (#) | All Other Awards: Number of Shares of Stock (#)(3) | Date Fair Value of Stock and Option Awards ($)(4) | | Michael J. Nolan | 11/10/2025 | F&G Restricted Stock | — | — | — | — | — | — | 6,436 | 210,007 | | | 11/10/2025 | Performance-Based Restricted Stock | — | — | — | — | 100,000 | — | — | 5,750,000 | | | 4/14/2025 | Annual Incentive Plan | $1,100,000 | $2,200,000 | $4,400,000 | — | — | — | — | — | | Raymond R. Quirk | 11/10/2025 | F&G Restricted Stock | — | — | — | — | | — | 6,436 | 210,007 | | | 11/10/2025 | Performance-Based Restricted Stock | — | — | — | — | 55,653 | — | — | 3,200,047 | | | 4/14/2025 | Annual Incentive Plan | $412,500 | $825,000 | $1,650,000 | — | — | — | — | — | | Anthony J. Park | 11/10/2025 | Performance-Based Restricted Stock | — | — | — | — | 31,044 | — | — | 1,785,030 | | | 4/14/2025 | Annual Incentive Plan | $484,375 | $968,750 | $1,937,500 | — | — | — | — | — | | Peter T. Sadowski | 11/10/2025 | Performance-Based Restricted Stock | — | — | — | — | 29,218 | — | — | 1,680,035 | | | 4/14/2025 | Annual Incentive Plan | $346,500 | $693,000 | $1,386,000 | — | — | — | — | — |

  96. GRANTS OF PLAN-BASED AWARDS

    | 55 | Fidelity National Financial, Inc. |

  97. GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | (J) | (K) Grant | | (A) Name | (B) Grant Date | (C) Award Type | (D) Threshold ($) | (E) Target ($) | (F) Maximum ($) | (G) Threshold (#) | (H) Target (#) | (I) Maximum (#) | All Other Awards: Number of Shares of Stock (#)(3) | Date Fair Value of Stock and Option Awards ($)(4) | | Micheal L. Gravelle | 3/24/2025 | F&G Performance-Based Restricted Stock | — | — | — | — | 8,646 | — | — | 300,016 | | | 11/10/2025 | Performance-Based Restricted Stock | — | — | — | — | 27,827 | — | — | 1,600,053 | | | 11/10/2025 | F&G Performance-Based Restricted Stock | — | — | — | — | 9,194 | — | — | 300,000 | | | 4/14/2025 | Annual Incentive Plan | $299,250 | $598,500 | $1,197,000 | — | — | — | — | — |

  98. GRANTS OF PLAN-BASED AWARDS

    | 1. | With respect to the annual incentive plan, the amount shown in column (D) is 50% of the target amount shown in column (E), and the amount shown in column (F) is 200% of the target amount shown in column (E). |

  99. GRANTS OF PLAN-BASED AWARDS

    | 2. | The amounts shown in column (H) reflect the number of shares of performance-based restricted stock granted by FNF to each named executive officer under our omnibus plan. |

  100. GRANTS OF PLAN-BASED AWARDS

    | 3. | The amounts in column (J) reflect time-based awards of F&G restricted stock made by F&G to Messrs. Nolan and Quirk for their services on F&G’s board of directors. The F&G restricted stock awards vest in equal installments over a period of three years on each anniversary of the applicable grant date. |

  101. GRANTS OF PLAN-BASED AWARDS

    | 4. | The amounts shown in column (K) represent the grant date fair value of each restricted stock award based upon a $55.45 per share grant date fair value of FNF common stock and a $32.63 per share grant date fair value of F&G common stock. |

  102. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth certain information with respect to outstanding equity awards held by our named executive officers as of December 31, 2025.

  103. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Fidelity National Financial, Inc. | 56 |

  104. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | Stock Awards(1)(2) | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Michael J. Nolan | 11/15/2023(1) | 39,754 | 2,170,171 | — | — | | | 11/15/2023(2) | 1,724 | 53,185 | — | — | | | 11/8/2024(1) | 60,878 | 3,323,330 | — | — | | | 11/8/2024(2) | 4,344 | 134,012 | — | — | | | 11/10/2025(1) | — | — | 100,000 | 5,459,000 | | | 11/10/2025(2) | — | — | 6,436 | 198,551 | | Raymond R. Quirk | 11/15/2023(1) | 30,004 | 1,637,918 | — | — | | | 11/15/2023(2) | 1,724 | 53,185 | — | — | | | 11/8/2024(1) | 44,276 | 1,663,722 | — | — | | | 11/8/2024(2) | 4,344 | 134,012 | — | — | | | 11/10/2025(1) | — | — | 55,653 | 3,038,097 | | | 11/10/2025(2) | — | — | 6,436 | 198,551 | | Anthony J. Park | 11/15/2023(1) | 12,264 | 669,492 | — | — | | | 11/8/2024(1) | 18,818 | 1,027,275 | — | — | | | 11/10/2025(1) | — | — | 31,044 | 1,694,692 | | Peter T. Sadowski | 11/15/2023(1) | 11,589 | 632,644 | — | — | | | 11/8/2024(1) | 17,710 | 966,789 | — | — | | | 11/10/2025(1) | — | — | 29,218 | 1,595,011 | | Michael L. Gravelle | 11/15/2023(1) | 11,589 | 632,644 | — | — | | | 11/8/2024(1) | 17,710 | 966,789 | — | — | | | 3/24/2025(1) | — | — | 8,646 | 266,729 | | | 11/10/2025(1) | — | — | 27,827 | 1,519,076 | | | 11/10/2025(2) | — | — | 9,194 | 283,635 |

  105. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 1. | We awarded the November 2023, November 2024, and November 2025 stock awards under the omnibus incentive plan. The November 2023 grants vest in equal installments over a period of three years on each anniversary of the grant date provided that we achieve title operating margin of 7.5% in our title segment in at least two of the five quarters beginning October 1, 2023. The November 2024 grants vest in equal installments over a period of three years on each anniversary of the grant date provided that we achieve title operating margin of 9.5% in our title segment in at least two of the five quarters beginning October 1, 2024. The |

  106. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 57 | Fidelity National Financial, Inc. |

  107. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | November 2025 grants vest in equal installments over a period of three years on each anniversary of the grant date provided that we achieve title operating margin of 11.0% in our title segment in at least two of the five quarters beginning October 1, 2025. Market values are based on the December 31, 2025 closing price of $54.59 per share of FNF common stock. |

  108. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 2. | In November 2023, Messrs. Nolan and Quirk each received an award of 5,172 shares of F&G restricted stock, of which 1,724 remain unvested as of December 31, 2025. In November 2024, Messrs. Nolan and Quirk each received an award of 6,515 shares of F&G restricted stock, of which 4,344 remain unvested as of December 31, 2025. In November 2025, Messrs. Nolan and Quirk each received an award of 6,436 shares of F&G restricted stock. In March and November 2025, Mr. Gravelle received awards of 8,646 and 9,194 shares of F&G restricted stock, respectively. Market values are based on the December 31, 2025 closing price of $30.85 per share of F&G common stock. The 2023, 2024 and 2025 F&G restricted stock awards vest in equal installments over a period of three years on each anniversary of the applicable grant date; provided that, in the case of Messrs. Nolan's and Quirk's 2023 F&G restricted stock awards and Mr. Gravelle's 2025 F&G restricted stock awards, F&G achieves a one-year Adjusted Net Earnings goal established at the start of the three-year period. |

  109. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table sets forth information concerning each vesting of stock, including restricted stock, restricted stock units and similar instruments, during the fiscal year ended December 31, 2025 for each of the named executive officers on an aggregated basis. None of our named executive officers exercised options in 2025.

  110. OPTION EXERCISES AND STOCK VESTED

    | | Number of Shares | | | Name | Acquired on Vesting (#) | Value Realized on Vesting ($) | | Michael J. Nolan | 107,685 | 6,149,038 | | Raymond R. Quirk | 94,429 | 5,375,533 | | Anthony J. Park | 34,838 | 1,987,431 | | Peter T. Sadowski | 33,043 | 1,884,850 | | Michael L. Gravelle | 33,043 | 1,884,850 |

  111. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION Under our nonqualified deferred compensation plan, which was amended and restated effective January 1, 2009, participants, including our named executive officers, can defer up to 75% of their base salary and 100% of their monthly, quarterly and annual incentives. Deferral elections are made during specified enrollment periods. Deferrals and related earnings are not subject to vesting conditions. Participants' accounts are bookkeeping entries only and participants' benefits are unsecured. Participants' accounts are credited or debited daily based on the performance of hypothetical investments selected by the participant and may be changed on any business day. Upon retirement, which generally means separation of employment after attaining age 60, an individual may elect either a lump-sum withdrawal or installment payments over 5, 10 or 15 years. Similar payment elections are available for pre-retirement survivor benefits. In the event of a termination prior to retirement, distributions are paid over a 5-year period. Account balances less than the applicable Internal Revenue Code Section 402(g) limit will be distributed in a lump sum. Participants can elect to receive in-service distributions in a plan year designated by the participant and these amounts will be paid within two and one-half months from the close of the plan year in which they were elected to be paid. The participant may also petition us to suspend elected deferrals, and to receive partial or full payout under the plan, in the event of an unforeseeable financial emergency, provided that the participant does not have other resources to meet the hardship. Plan participation continues until termination of employment. Participants will receive their account balance in a lump-sum distribution if employment is terminated within two years after a change in control. In 2004, Section 409A of the Internal Revenue Code was passed. Section 409A changed the tax laws applicable to nonqualified deferred compensation plans, generally placing more restrictions on the timing of deferrals and distributions. The deferred compensation plan contains amounts deferred before and after the passage of Section 409A. For amounts subject to Section 409A, which in general terms includes amounts deferred after December 31, 2004, a modification to a participant's payment elections may be made upon the following events:

  112. NONQUALIFIED DEFERRED COMPENSATION

    | • | Retirement: Participants may modify the distribution schedule for a retirement distribution from a lump-sum to annual installments or vice versa, however, a modification to the form of payment requires that the payment(s) commence at least five years after the participant's retirement, and this election must be filed with the administrator at least 12 months prior to retirement. |

  113. NONQUALIFIED DEFERRED COMPENSATION

    | • | In-service Distributions: Participants may modify each in-service distribution date by extending it by at least five years; however, participants may not accelerate the in-service distribution date and this election must be filed with the administrator at least 12 months prior to the scheduled in-service distribution date. |

  114. NONQUALIFIED DEFERRED COMPENSATION

    | 61 | Fidelity National Financial, Inc. |

  115. NONQUALIFIED DEFERRED COMPENSATION

    Deferral amounts that were vested on or before December 31, 2004 are generally not subject to Section 409A and are governed by more liberal distribution provisions that were in effect prior to the passage of Section 409A. For example, a participant may withdraw these grandfathered amounts at any time, subject to a withdrawal penalty of ten percent, or may change the payment elections for these grandfathered amounts if notice is timely provided. The table below describes the contributions and distributions made with respect to the named executive officers' accounts under our nonqualified deferred compensation plan. Only Mr. Gravelle deferred 2025 compensation under the plan. Mr. Quirk does not have a balance in the nonqualified deferred compensation plan.

  116. NONQUALIFIED DEFERRED COMPENSATION

    | | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | Contributions in | Contributions in | Earnings in | Withdrawals/ | Balance at | | Name | Last FY ($) | Last FY ($) | Last FY ($) | Distributions ($) | Last FYE ($) | | Michael J. Nolan | — | — | 5,791 | — | 38,737 | | Anthony J. Park | — | — | 106,293 | — | 765,456 | | Peter T. Sadowski | — | — | 85,460 | — | 800,369 | | Michael L. Gravelle | 85,500 | — | 219,049 | — | 1,738,813 |

  117. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL In this section, we discuss the nature and estimated value of payments and benefits we would provide to our named executive officers in the event of termination of employment or a change in control. The amounts described in this section reflect amounts that would have been payable under (i) our plans, and (ii) where applicable, their employment agreements if their employment had terminated on December 31, 2025. The types of termination situations include a voluntary termination by the executive, with or without good reason, a termination by us either for cause or not for cause and termination in the event of disability or death. We also describe the estimated payments and benefits that would be provided upon a change in control without a termination of employment. The actual payments and benefits that would be provided upon a termination of employment would be based on the named executive officers' compensation and benefit levels at the time of the termination of employment and the value of accelerated vesting of share-based awards would be dependent on the value of the underlying stock. For each type of employment termination, the named executive officers would be entitled to benefits that are available generally to our domestic salaried employees, such as distributions under our 401(k) savings plan, certain disability benefits and accrued vacation. We have not described or provided an estimate of the value of any payments or benefits under plans or arrangements that do not discriminate in scope, terms or operation in favor of a named executive officer and that are generally available to all salaried employees. In addition to these generally available plans and arrangements, certain of our named executive officers would be entitled to benefits under our nonqualified deferred compensation plan, as described above in the "Nonqualified Deferred Compensation" table and accompanying narrative.

  118. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Fidelity National Financial, Inc. | 62 |

  119. POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS

    POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS As discussed above, we have entered into employment agreements with our named executive officers. The agreements contain provisions for the payment of severance benefits following certain termination events. Below is a summary of the payments and benefits that the named executive officers would receive in connection with various employment or service termination scenarios if their terminations had occurred on December 31, 2025, based on their employment agreements in effect at that time. None of our named executive officers would receive payments upon a change of control without a related termination of employment.

  120. POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS

    | | Without Cause | | | | | or by the | | For Cause or | | | Executive for | Death or | Without Good | | Termination Payment | Good Reason | Disability(1) | Reason | | Accrued obligations (earned unpaid base salary, annual bonus payments relating to the prior year, and any unpaid expense reimbursements) | ✓ | ✓ | ✓ | | Prorated Annual Bonus based on the actual incentive the named executive officer would have earned for the year of termination(2) | ✓ | ✓ | X | | Lump-sum Payment equal to a percentage of the sum of the executive's (a) annual base salary and (b) the target bonus opportunity in the year in which the termination of employment occurs(3) | ✓ | X | X | | Right to convert any life insurance provided by us into an individual policy, plus a lump-sum cash payment equal to 36 months of premiums | ✓ | X | X | | COBRA coverage (so long as the executive pays the premiums) for a period of three years or, if earlier, until eligible for comparable benefits from another employer, plus a lump-sum cash payment equal to the sum of monthly COBRA premium payments | ✓ | X | X | | Vesting of all stock option, restricted stock and other equity-based incentive awards, unless the equity incentive awards are based upon satisfaction of performance criteria and not based solely on the passage of time, which vest pursuant to the terms of the award | ✓ | ✓ | X |

  121. POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS

    | 1. | Messrs. Park's, Sadowski's and Gravelle's employment agreements provide for supplemental disability insurance sufficient to provide at least 2/3 of the executive's pre-disability base salary (or in the case of Mr. Gravelle, 60% of his pre-disability base salary). An executive will be deemed to have a "disability" if he is entitled to receive long-term disability benefits under our long-term disability plan. |

  122. POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS

    | 2. | The prorated annual bonus is based on the following: |

  123. POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS

    | • | In the event of a termination without Cause or by the executive for Good Reason, the actual incentive the named executive officer would have earned for the year of termination and the fraction of the year the executive was employed by us. |

  124. POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS

    | • | In the event of a termination for death or disability, the target annual bonus opportunity in the year in which the termination occurs or the prior year if no target annual bonus opportunity has yet been determined and (b) the fraction of the year the executive was employed. |

  125. POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS

    | 3. | The percentage for the lump sum payment for each executive is as follows: Mr. Quirk 200%, Mr. Nolan 200%, Mr. Park 200%, Mr. Sadowski 200%, and Mr. Gravelle 100%. For Messrs. Park, Sadowski and Gravelle, the bonus used for the lump-sum payment is the higher of (1) the target bonus opportunity for the year of termination or (2) the highest annual bonus paid to the executive within the preceding three years. |

  126. POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS

    | 63 | Fidelity National Financial, Inc. |

  127. POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS

    Definition: Cause. The following table shows for each of the named executive officers the reasons that the Company may terminate the executive's employment for "Cause."

  128. POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS

    | Definition of "Cause" includes: | Quirk | Park | Nolan | Sadowski | Gravelle | | Persistent failure to perform duties consistent with a commercially reasonable standard of care | ✓ | ✓ | ✓ | ✓ | ✓ | | Willful neglect of duties | ✓ | ✓ | ✓ | ✓ | ✓ | | Conviction of, or pleading nolo contendere to, criminal or other illegal activities involving dishonesty | ✓ | ✓ | ✓ | ✓ | ✓ | | Material breach of the employment agreement | ✓ | ✓ | ✓ | ✓ | ✓ | | Impeding or failing to materially cooperate with an investigation authorized by our board of directors | ✓ | ✓ | ✓ | ✓ | ✓ |

  129. POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS

    Definition: Good Reason. The table below shows for each of the named executive officers the reasons that each executive may terminate his employment for "Good Reason."

  130. POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS

    | Definition of “Good Reason” includes: | Quirk | Park | Nolan | Sadowski | Gravelle(3) | | Material diminution in the executive’s title(1) | ✓ | ✓ | ✓ | ✓ | ✓ | | Material diminution of the executive’s base salary or annual bonus opportunity(2) | ✓ | ✓ | ✓ | ✓ | ✓ | | Material breach of any of our obligations under the employment agreement | ✓ | ✓ | ✓ | ✓ | ✓ | | Within six months immediately preceding or within two years immediately following a change of control:(3) • A material adverse change in the executive’s status, authority or responsibility; • A material adverse change in the position to whom the executive reports or to the executive’s service relationship as a result of such reporting structure change, or a material diminution in the authority, duties or responsibilities of the position to whom the executive reports; • A material diminution in the budget over which the executive has managing authority; or • A material change in the geographic location of the executive’s place of employment. | ✓ | ✓ | ✓ | ✓ | X |

  131. POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS

    | 1. | For purposes of Messrs. Park’s, Sadowski’s and Gravelle’s employment agreements, this also includes a material diminution in the executive’s position or the assignment of duties to the executive that are materially inconsistent with the executive’s position or title. |

  132. POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS

    | 2. | For purposes of our executives' employment agreements, a "change of control" includes (1) an acquisition by an individual, entity or group of more than 50% of our voting power; (2) a merger in which we are not the surviving entity, unless our shareholders immediately prior to the merger hold more than 50% of the combined voting power of the resulting corporation after the merger; (3) a reverse merger in which we are the surviving entity but in which more than 50% of the combined voting power is transferred to persons different from those holding the securities immediately prior to such merger; (4) during any period of two consecutive years during the employment term, a change in the majority of our board, unless the changes are approved by 2/3 of the directors then in office; (5) a sale, transfer or other disposition of our assets that have a total fair market value equal to or more than 1/3 of the total fair market value of all of our assets immediately before the sale, transfer or disposition, other than a sale, transfer or disposition to an entity (i) which immediately after the sale, transfer or disposition owns 50% of our voting stock or (ii) 50% of the voting stock of which is owned by us after the sale, transfer or disposition; or (6) our shareholders approve a plan or proposal for the liquidation or dissolution of our Company. |

  133. POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS

    | Fidelity National Financial, Inc. | 64 |

  134. POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS

    | 3. | For Mr. Gravelle's employment agreement, "Good Reason" also includes (1) a material adverse change in the position to whom Mr. Gravelle reports or a material diminution in the authority, duties or responsibilities of the position to whom Mr. Gravelle reports, and (2) a material change in the geographic location of Mr. Gravelle's place of employment. |

  135. POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS

    The agreements also contain provisions relating to the excess parachute payment excise tax under Sections 280G and 4999 of the Internal Revenue Code. The agreements provide that if any payments or benefits to be paid to the named executive officer would be subject to the excise tax on excess parachute payments, then the executive may elect for such payments to be reduced to one dollar less than the amount that would constitute a "parachute payment" under Section 280G of the Internal Revenue Code. If the executive does not elect to have such payments so reduced, the executive is responsible for payment of any excise tax resulting from such payments. None of the agreements provide for a gross-up payment for the excise tax.

  136. POTENTIAL PAYMENTS UNDER THE OMNIBUS INCENTIVE PLAN

    POTENTIAL PAYMENTS UNDER THE OMNIBUS INCENTIVE PLAN In addition to the post-termination rights and obligations set forth in the employment agreements of our named executive officers, our omnibus incentive plan provides for the potential acceleration of vesting and/or payment of equity awards in connection with a change in control. Under our omnibus incentive plan, except as otherwise provided in a participant's award agreement, upon the occurrence of a change in control, any and all outstanding options and stock appreciation rights will become immediately exercisable, any restriction imposed on restricted stock, restricted stock units and other awards will lapse, and any and all performance shares, performance units and other awards with performance conditions will be deemed earned at the target level, or, if no target level is specified, the maximum level. For purposes of our omnibus plan, the term "change in control" means the occurrence of any of the following events:

  137. POTENTIAL PAYMENTS UNDER THE OMNIBUS INCENTIVE PLAN

    | • | An acquisition by an individual, entity or group of 25% or more of our voting power (except for acquisitions by us or any of our employee benefit plans); |

  138. POTENTIAL PAYMENTS UNDER THE OMNIBUS INCENTIVE PLAN

    | • | During any period of two consecutive years, a change in the majority of our board of directors, unless the change is approved by 2/3 of the directors then in office; |

  139. POTENTIAL PAYMENTS UNDER THE OMNIBUS INCENTIVE PLAN

    | • | A reorganization, merger, share exchange, consolidation or sale or other disposition of all or substantially all of our assets; excluding, however, a transaction pursuant to which we retain specified levels of stock ownership and board of directors seats; or |

  140. POTENTIAL PAYMENTS UNDER THE OMNIBUS INCENTIVE PLAN

    | • | Our shareholders approve a plan or proposal for our liquidation or dissolution. |

  141. ESTIMATED CASH PAYMENTS UPON TERMINATION OF EMPLOYMENT

    ESTIMATED CASH PAYMENTS UPON TERMINATION OF EMPLOYMENT The table below includes the cash severance amounts that would have been payable to each executive in the event of a termination of employment by us not for cause or a termination by the executive for good reason. None of our executives would have received a termination payment if their employment had been terminated on December 31, 2025 for cause or without good reason by the executive, or due to death or disability. Our estimate of the cash severance amounts that would be provided to each executive assumes that their employment terminated on December 31, 2025. The severance amounts do not include a prorated 2025 annual incentive since the named executive officers would have been paid based on their service through the end of the year and therefore would have received the annual incentive whether or not the termination occurred.

  142. ESTIMATED CASH PAYMENTS UPON TERMINATION OF EMPLOYMENT

    | 65 | Fidelity National Financial, Inc. |

  143. ESTIMATED CASH PAYMENTS UPON TERMINATION OF EMPLOYMENT

    | Reason for Termination Payment: | Nolan | Quirk | Park | Sadowski | Gravelle | | Termination by Company without Cause | $11,281,526 | $4,638,230 | $5,710,287 | $3,686,734 | $1,983,344 | | Termination by Executive for Good Reason | $11,281,526 | $4,638,230 | $5,710,287 | $3,686,734 | $1,983,344 |

  144. ESTIMATED EQUITY PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    ESTIMATED EQUITY PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL The table below includes the estimated values of the FNF restricted stock awards held by the named executive officers that would vest upon the executive's termination of employment by reason of death, disability, a change of control of FNF, or upon the termination of their employment with FNF without cause or by the executive for good reason, in each case assuming such event occurred on December 31, 2025. None of our executives' restricted stock awards would have vested in the event of their termination with cause or by the executive without good reason. The amounts below were determined based upon the number of unvested shares of FNF restricted stock held by each executive as of December 31, 2025 (as set forth in the "Outstanding Equity Awards at Fiscal Year End" table above), multiplied by $54.59 per share, which was the closing price of our common stock on December 31, 2025. None of our named executive officers held any unvested stock options as of December 31, 2025 and we have not included any amounts related to termination of Messrs. Nolan's, Quirk's or Gravelle's service with F&G.

  145. ESTIMATED EQUITY PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    | Reason for Payment: | Nolan | Quirk | Park | Sadowski | Gravelle | | Termination without Cause or by Executive for Good Reason | $5,719,093 | $4,232,174 | $1,766,335 | $1,665,088 | $1,665,811 | | Death | $852,879 | $595,395 | $263,720 | $248,603 | $245,771 | | Disability | $852,879 | $595,395 | $263,720 | $248,603 | $245,771 | | Change in Control | $11,230,093 | $7,299,211 | $3,477,169 | $3,275,292 | $3,199,357 |

  146. ESTIMATED EQUITY PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    In connection with certain change in control transactions, our named executive officers may require ServiceLink to purchase their ServiceLink profits interest awards for an amount equal to the fair market value of the interests.

  147. CEO PAY RATIO

    CEO PAY RATIO As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the relationship of the annual total compensation of our CEO and the annual total compensation of our employees for 2025, which we refer to as the CEO pay ratio. Our CEO pay ratio information is a reasonable good faith estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The ratio of the annual total compensation of our CEO, calculated as described above, to the median of the annual total compensation of all employees for 2025 was 137 to 1. This ratio was based on the following:

  148. CEO PAY RATIO

    | 67 | Fidelity National Financial, Inc. |

  149. CEO PAY RATIO

    | • | The annual total compensation of our CEO, determined as described above, was $11,646,893; and |

  150. CEO PAY RATIO

    | • | The median of the annual total compensation of all employees (other than our CEO), determined in accordance with SEC rules, was $84,796. |

  151. CEO PAY RATIO

    Methodology for Determining Our Median Employee. For purposes of the above CEO pay ratio disclosure, we are required to identify a median employee based on our worldwide workforce, without regard to their location, compensation arrangements, or employment status (full-time versus part-time). The median employee is determined by identifying the employee whose compensation is at the median of the compensation of our employee population (other than our CEO). Accordingly, to identify the median of the compensation of our employee population, the methodology and the material assumptions and estimates that we used were as follows: Employee Population. We determined that, as of December 31, 2023, the date we selected to identify the median employee, our total global employee population consisted of approximately 22,000 individuals working for FNF. Compensation Measure Used to Identify the Median Employee. Given the geographical distribution of our employee population, we use a variety of pay elements to structure the compensation arrangements of our employees. Consequently, for purposes of measuring the compensation of our employees to identify the median employee, rather than using annual total compensation, we selected base salary/wages and overtime pay, plus paid incentive bonus through December 31, 2023 as the compensation measure.

  152. CEO PAY RATIO

    | • | We annualized the compensation of employees to cover the full calendar year and annualized any new hires in 2023 as if they were hired at the beginning of the fiscal year, as permitted by SEC rules, in identifying the median employee. |

  153. CEO PAY RATIO

    | • | We did not make any cost-of-living adjustments in identifying the median employee. |

  154. CEO PAY RATIO

    Annual Total Compensation of Median Employee. To determine the annual total compensation of the median employee, we identified and calculated the elements of that employee's compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation in the amount of $84,796. Annual Total Compensation of Chief Executive Officer. With respect to the annual total compensation of our CEO, in accordance with SEC rules, we included the amount reported for Mr. Nolan in the "Total" column for 2025 in the Summary Compensation Table included in this proxy statement.

  155. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company's variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company's performance, refer to "Executive Compensation – Compensation Discussion and Analysis."

  156. PAY VERSUS PERFORMANCE

    | Fidelity National Financial, Inc. | 68 |

  157. PAY VERSUS PERFORMANCE

    | | | | | | | | Value of Initial Fixed | | | | | | | | | | | | $100 Investment | | | | | | | | | | | | Based On: | | | | | | | | Summary | | Average | | | | | | | | Summary | | Compen- | Compen- | Summary | | | | | | | | Compen- | Compen- | sation Ta- | sation Ac- | Compen- | Average | | Peer | | | | | sation | sation Ac- | ble Total | tually Paid | sation | Compensa- | | Group | | | | | Table Total | tually Paid | for Former | to Former | Table | tion Actu- | Total | Total | | Adjusted | | | for PEO | to PEO | PEO (Ray- | PEO (Ray- | Total for | ally Paid to | Share- | Share- | Net | Pre-Tax | | | (Michael J. | (Michael | mond R. | mond R. | Non-PEO | Non-PEO | holder | holder | Income | Title Mar- | | Year | Nolan)(1) | J. Nolan)(2) | Quirk)(3) | Quirk)(4) | NEOs(5) | NEOs(6) | Return(7) | Return(8) | (millions)(9) | gin(10) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | 2025 | 11,646,893 | 11,352,063 | — | — | 4,595,694 | 4,485,581 | 184.84 | 147.32 | 602 | 15.9% | | 2024 | 10,567,753 | 11,535,648 | — | — | 4,433,149 | 4,983,964 | 158.17 | 136.36 | 1,270 | 15.1% | | 2023 | 9,891,585 | 12,671,960 | — | — | 4,237,374 | 5,796,869 | 138.67 | 131.27 | 517 | 13.7% | | 2022 | 7,721,602 | 6,469,384 | 8,060,911 | 5,039,215 | 2,720,737 | 1,895,590 | 97.57 | 100.69 | 1,294 | 16.7% | | 2021 | — | — | 10,457,921 | 13,611,443 | 4,113,156 | 5,087,504 | 124.34 | 151.24 | 2,797 | 21.7% |

  158. PAY VERSUS PERFORMANCE

    | 1. | Mr. Nolan was appointed to serve as our Chief Executive Officer on February 1, 2022. The dollar amounts reported in columns (b) are the amounts of total compensation reported for Mr. Nolan for his role as our Chief Executive Officer for each corresponding year in the "Total" column of the Summary Compensation Table. Refer to "Executive Compensation – Summary Compensation Table." |

  159. PAY VERSUS PERFORMANCE

    | 2. | The dollar amounts reported in column (c) represent the amount of "compensation actually paid" to Mr. Nolan, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Nolan during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Nolan's total compensation for 2025 to determine the compensation actually paid: |

  160. PAY VERSUS PERFORMANCE

    | Year | Reported Summary Compensation Table Total for PEO (Michael J. Nolan) | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO (Michael J. Nolan) | | 2025 | 11,646,893 | (5,960,007) | 5,665,177 | 11,352,063 |

  161. PAY VERSUS PERFORMANCE

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table. We did not award any options to our executives from 2021 to 2025. |

  162. PAY VERSUS PERFORMANCE

    | (b) The equity award adjustments include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted during 2025 that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of 2025 (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of 2025; (iii) for awards that are granted and vest in the same year, the fair value as of the vesting date; (iv) for awards granted in prior years that vested in 2025, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during 2025, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair value did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  163. PAY VERSUS PERFORMANCE

    | 69 | Fidelity National Financial, Inc. |

  164. PAY VERSUS PERFORMANCE

    | Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2025 | 6,028,892 | (220,240) | — | (143,475) | — | — | 5,665,177 |

  165. PAY VERSUS PERFORMANCE

    | 3. | Mr. Quirk ceased to be our Chief Executive Officer and transitioned to Executive Vice-Chairman of our Board as of February 1, 2022. The dollar amounts reported in column (d) are the amounts of total compensation reported for Mr. Quirk for each corresponding year in the "Total" column of the Summary Compensation Table. Refer to "Executive Compensation – Summary Compensation Table." |

  166. PAY VERSUS PERFORMANCE

    | 4. | The dollar amounts reported in column (e) represent the amount of "compensation actually paid" to Mr. Quirk, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Quirk during the applicable year. |

  167. PAY VERSUS PERFORMANCE

    | 5. | The dollar amounts reported in column (f) represent the average of the amounts reported for our named executive officers (NEOs) as a group (excluding Mr. Nolan (who has served as our Chief Executive Officer since February 1, 2022) for 2022, 2023, 2024, and 2025 and Mr. Quirk (who served as our Chief Executive Officer through January 31, 2022) for 2022 and2021) in the "Total" column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Messrs. Nolan and/or Quirk, as applicable) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, 2024 and 2023, Raymond R. Quirk, Anthony J. Park, Peter T. Sadowski and Michael L. Gravelle, (ii) for 2022, Anthony J. Park, Peter T. Sadowski, Michael L. Gravelle and Roger S. Jewkes; and (iii) for 2021, Michael J. Nolan, Roger S. Jewkes, Anthony J. Park and Peter T. Sadowski. |

  168. PAY VERSUS PERFORMANCE

    | 6. | The dollar amounts reported in column (e) represent the average amount of "compensation actually paid" to the NEOs as a group (excluding Mr. Nolan for 2025, 2024 and 2023, Messrs. Nolan and Quirk for 2022 and excluding Mr. Quirk for 2021), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Nolan for 2025, 2024 and 2023, Messrs. Nolan and Quirk for 2022 and excluding Mr. Quirk for 2021) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Nolan for 2025, 2024 and 2023, Messrs. Nolan and Quirk for 2022 and excluding Mr. Quirk for 2021) for each year to determine the compensation actually paid, using the same methodology described above in Note 2: |

  169. PAY VERSUS PERFORMANCE

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments(a) | Average Reported Change in the Actuarial Present Value of Pension Benefits | Average Pension Benefit Adjustments | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | 4,595,694 | (2,268,797) | 2,158,684 | — | — | 4,485,581 |

  170. PAY VERSUS PERFORMANCE

    (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  171. PAY VERSUS PERFORMANCE

    | Year | Average Year End Fair Value of Equity Awards | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award | | 2025 | 2,287,225 | (55,307) | — | (73,234) | — | — | 2,158,684 |

  172. PAY VERSUS PERFORMANCE

    | 7. | Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company's share price at the end and the beginning of the measurement period by the Company's share price at the beginning of the measurement period. |

  173. PAY VERSUS PERFORMANCE

    | Fidelity National Financial, Inc. | 70 |

  174. PAY VERSUS PERFORMANCE

    | 8. | Represents the weighted peer group TSR, weighted according to the respective companies' stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is First American Financial Corporation and Stewart Information Services Corp. |

  175. PAY VERSUS PERFORMANCE

    | 9. | The dollar amounts reported represent the amount of net income reflected in the Company's audited financial statements for the applicable year. |

  176. PAY VERSUS PERFORMANCE

    | 10. | Adjusted Pre-tax Title Margin is calculated by dividing the earnings before income taxes and non-controlling interests from our title segment, excluding recognized gains and losses, purchase accounting amortization and other unusual items, by total revenues of the title segment excluding recognized gains and losses. |

  177. PAY VERSUS PERFORMANCE

    Tabular List of Financial Performance Measures. As described in greater detail in "Executive Compensation – Compensation Discussion and Analysis," the Company's executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company's NEOs, for the most recently completed fiscal year, to the Company's performance are as follows:

  178. PAY VERSUS PERFORMANCE

    | • | Adjusted Pre-Tax Title Margin |

  179. PAY VERSUS PERFORMANCE

    | • | Adjusted Title Revenue |

  180. PAY VERSUS PERFORMANCE

    Analysis of the Information Presented in the Pay versus Performance Table. As described in more detail in the section "Executive Compensation – Compensation Discussion and Analysis," the Company's executive compensation program reflects a variable pay-for-performance philosophy. The Company utilizes two performance measures to align executive compensation with Company performance, both of which are presented in the "Pay Versus Performance" table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company's performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the "Pay Versus Performance" table. Compensation Actually Paid and Cumulative TSR. As demonstrated by the following graph, the amount of compensation actually paid to Mr. Quirk in 2021, the average compensation paid to Messrs. Quirk and Nolan in 2022, the amount of compensation actually paid to Mr. Nolan in 2025, 2024 and 2023, and the average amount of compensation actually paid to the Company's NEOs as a group (excluding Mr. Nolan for 2025, 2024 and 2023, Messrs. Nolan and Quirk for 2022 and excluding Mr. Quirk for 2021) is generally aligned with the Company's cumulative TSR over the five years presented in the table. The alignment of compensation actually paid with the Company's cumulative TSR over the period presented is because a significant portion of the compensation actually paid to Messrs. Nolan and Quirk and to the other NEOs is comprised of equity awards.

  181. PAY VERSUS PERFORMANCE

    | 71 | Fidelity National Financial, Inc. |

  182. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  183. COMPENSATION OF MR. FOLEY AS EXECUTIVE CHAIRMAN OF F&G

    | | Fees Earned or | Stock | All Other | | | | Paid in Cash | Awards | Compensation | | | Name | ($) | ($) | ($) | Total ($) | | Mr. Foley's Compensation as Non- Executive Chairman of FNF | 530,000 | — | 811,858 | 1,341,858 | | Mr. Foley's Compensation as Executive Chairman of F&G | — | 6,500,027 | 467,588 | 6,967,615 | | Total | — | 6,500,027 | 1,279,446 | 8,309,473 |

  184. COMPENSATION OF OUR OTHER DIRECTORS

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | William P. Foley, II | 530,000 | 6,500,027 | 1,279,446 | 8,309,473 | | Douglas K. Ammerman | 244,293 | 480,049 | 217,029 | 941,371 | | Halim Dhanidina | 169,293 | 270,042 | 25,157 | 464,492 | | Thomas M. Hagerty | 144,293 | 270,042 | 25,157 | 439,492 | | Daniel D. (Ron) Lane | 134,293 | 270,042 | 25,157 | 429,492 | | Sandra D. Morgan | 154,293 | 270,042 | 25,157 | 449,492 | | Heather H. Miller | 119,293 | 270,042 | 25,157 | 414,492 | | John D. Rood | 164,273 | 480,049 | 218,957 | 863,279 | | Peter O. Shea, Jr. | 174,293 | 270,042 | 25,157 | 469,492 | | Cary H. Thompson | 134,293 | 270,042 | 25,157 | 429,492 |