DEF 14A of F&G Annuities & Life, Inc., Apr 30, 2026

DEF 14A of F&G Annuities & Life, Inc.

Filed Apr 30, 2026 · FY20250001104659-26-052877

Open on EDGAR

  1. Director Independence

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

  2. Director Independence

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

  3. Director Independence

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

  4. 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. |

  5. Director Independence

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

  6. Director Independence

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

  7. Certain Information About Our Directors

    Certain Information About Our Directors

  8. Composition, Tenure, Recent Refreshment and Diversity

    Composition, Tenure, Recent Refreshment and Diversity We believe that the current composition of our board has served us well and that our current directors possess relevant experience, skills and qualifications that contribute to a well-functioning board that effectively oversees our long-term strategy. As the need arises, we will selectively add new board members who have important skill sets, experience or diversity of viewpoint. Our board is composed of a mix of directors, some of whom have served on our board since before our spin-off from FNF (the Spin-Off) and have a strong understanding of our business, operational and strategic goals, as well as our industry and the risks we face, and others who have joined our board more recently and bring new skills, experience and perspectives to our board. Having directors with a longevity of service and deep understanding of our business has been critical to our ability to effectively execute on our long-term strategy, but we recognize the importance of adding new highly talented directors to broaden the skills and experience of our board as a whole and add new and diverse viewpoints. Our corporate governance and nominating committee regularly examines ways that it can foster the diversity of our board across many dimensions to maintain its ability to operate at a high-functioning level and to reflect the board’s commitment to inclusiveness. In connection with this examination, our Corporate Governance Guidelines expressly include diversity of age, gender, nationality, race, ethnicity, and sexual orientation as a part of the criteria the committee may consider when selecting nominees for election to the board, all in the context of the needs of our board at any given point in time. Specifically, the corporate governance and nominating committee is focused on considering highly qualified women and individuals from minority groups as candidates for nomination as directors. Our corporate governance and nominating committee also considers whether our directors have sufficient time to devote to service on our board. Mr. Foley, who also serves on of the boards of several other public companies, provides high-value added services to our Company and board. Mr. Foley led the strategy that resulted in FNF’s acquisition of our business on June 1, 2020. Under Mr. Foley’s leadership, we have benefited from financial strength ratings upgrades since the acquisition. These upgrades, valued by our distribution partners, positioned us to quickly expand our business in our existing channels and gain access to new markets. Gross sales increased from $4.5 billion for the full year 2020 to $14.6 billion in 2025 and did so profitably. With our success in expanding distribution under FNF’s ownership, we have grown assets under management (AUM) from $26.5 billion at the time of acquisition to $57.6 billion as of December 31, 2025. We now operate in and source significant premiums from three distinct retail channels and two institutional markets versus a single channel prior to the acquisition by FNF in June 2020. He has unparalleled knowledge of our business, industry and customers that is invaluable to our Company and our board as we continually evaluate, evolve and execute on our long-term strategy. Mr. Foley has a strong track record of building and maintaining shareholder value and successfully negotiating and executing mergers, acquisitions and other strategic transactions. We believe that Mr. Foley is able to fulfill his role and devote sufficient time to F&G while serving on the boards of several other public companies. Mr. Foley’s service as Chairman of FNF and Executive Chairman of F&G is part of the FNF board’s and our board’s strategy for the long- term success of F&G as an 70% owned subsidiary and we believe his service in that role will drive long-term value for both our shareholders and FNF’s shareholders.

  9. Composition, Tenure, Recent Refreshment and Diversity

    | 15 | F&G Annuities & Life, Inc. | 2026 PROXY STATEMENT |

  10. Composition, Tenure, Recent Refreshment and Diversity

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

  11. Composition, Tenure, Recent Refreshment and Diversity

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

  12. Composition, Tenure, Recent Refreshment and Diversity

    John D. Rood: Mr. Rood has served on our board of directors since December 2022. Mr. Rood is the founder and Chairman of The Vestcor Companies, a real estate firm with more than 30 years of experience in multifamily development and investment. Mr. Rood has also served on the board of directors of Fidelity National Financial, Inc. since May 2013 and served as a director of Black Knight from December 2013 until it was acquired by Intercontinental Exchange, Inc. in September 2023. From 2004 to 2007, Mr. Rood served as the US Ambassador to the Commonwealth of the Bahamas. He was appointed by Governor Jeb Bush to serve on the Florida Fish and Wildlife Commission where he served until 2004. He was appointed by Governor Charlie Crist to the Florida Board of Governors, which oversees the State of Florida University System, where he served until 2013. Mr. Rood served on the Board of Directors of Alico Inc. from May 2009 until November 2013 when the company was sold. Mr. Rood was appointed by Mayor Lenny Curry to the JAXPORT Board of Directors, where he served from October 2015 to July 2016. Governor Rick Scott appointed Mr. Rood to the Florida Prepaid College Board in July 2016, where Mr. Rood serves as Chairman of the Board. Mr. Rood served on the Enterprise Florida and Space Coast Florida board of directors from September 2016 until February 2019. He was elected to the Board of Trustees of Flagler College in October, 2010 and has served as Chairman since May, 2022. Mr. Rood is the founder of Jacksonville Classical Academy which opened in the fall of 2018, and has an enrollment of over 1,000 children. Mr. Rood’s qualifications to serve on the F&G board of directors include his experience in the real estate industry, his leadership experience as a United States Ambassador, his financial literacy, his understanding of cyber-security risks gained through director training programs, and his experience as a director on boards of both public and private companies. Mr. Rood has participated in numerous risk and audit training programs with KPMG, Booz Allen and the National Association of Corporate Directors, or NACD. He is a Board Leadership Fellow with NACD. Michael J. Nolan: Mr. Nolan has served as Director of the Company since August 2020. Mr. Nolan has also served as Chief Executive Officer of Fidelity National Financial, Inc. since February 2022 and previously served as President of FNF since January 2016. He served as the Co-Chief Operating Officer of FNF from September 2015 until January 2016. Additionally, he has served as President of Eastern Operations for Fidelity National Title Group since January 2013 and Executive Vice President and Division Manager since May 2010. Previously, Mr. Nolan served in various executive and management positions, including Division Manager and Regional Manager from the time he joined FNF in 1983, with responsibilities for managing direct and agency operations for the Midwest and East Coast, as well as the Company’s operations in Canada, Fidelity’s 1031 exchange company, Fidelity’s relocation business, LoanCare and ServiceLink. Mr. Nolan’s qualifications to serve on the F&G board of directors include his decades of experience in the insurance industry and many leadership roles. J. Douglas Martinez: Mr. Martinez has served on our board of directors since April 2023. Mr. Martinez is presently Chairman and CEO of Cross Section Capital, a privately held company, founded in 2019 that focuses on mergers, acquisitions with an array of traditional investment banking and strategic advisory services. From January 2018 to April 2019, Mr. Martinez served as President and Chief Executive Officer for Christian Community Credit Union, a national regulated state and federal banking and financial services institution founded in 1957. Mr. Martinez previously served from May 2005 to February 2018 as Founder and CEO of

  13. Composition, Tenure, Recent Refreshment and Diversity

    | 2026 PROXY STATEMENT | F&G Annuities & Life, Inc. | 16 |

  14. Composition, Tenure, Recent Refreshment and Diversity

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

  15. Composition, Tenure, Recent Refreshment and Diversity

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

  16. Composition, Tenure, Recent Refreshment and Diversity

    Douglas K. Ammerman: Mr. Ammerman has served on our board of directors since December 2022. Mr. Ammerman is a retired partner of KPMG LLP, where he became a partner in 1984. Mr. Ammerman formally retired from KPMG in 2002. He also serves as a director of Stantec Inc. since 2011, where he serves as Chairman, a director of Cannae since February 2024, where he has served as Chairman since May 2025, and a director of Fidelity National Financial, Inc. since 2005. Mr. Ammerman formerly served on the boards of Dun & Bradstreet, J. Alexander’s Holdings, Inc. and FTAC. Mr. Ammerman’s qualifications to serve on the F&G board of directors include his financial and accounting background and expertise, including his 18 years as a partner with KPMG, and his experience as a director on the boards of other companies. Celina J. Wang Doka: Ms. Doka has served on our board of directors since July 2023. Ms. Doka is a retired audit partner of KPMG LLP where she led KPMG’s Building, Construction and Real Estate practice in the firm’s Orange County office, served on KPMG’s Partnership Audit Committee, and established and co-led the Orange County Chapter of KPMG’s Network of Women. She also serves as a director of Stantec Inc. since March 2023. She is a Past President of the Board of Directors of Human Options, a non-profit organization focused on ending the cycle of domestic violence, and formerly chaired the Advisory Board for the University of California at Irvine’s Paul Merage School of Business, Program for Real Estate Management. Ms. Doka’s qualifications to serve on the F&G board of directors include her financial and accounting background and expertise, including her 39 years with KPMG, where she provided accounting and auditing services for a wide variety of public and private clients, specializing in the real estate, investment management, civil engineering, medical device, life sciences, pharmaceutical and title insurance industries. Raymond R. Quirk: Mr. Quirk has served on our board of directors since August 2020. Mr. Quirk has served as Executive Vice-Chairman of Fidelity National Financial, Inc. since February 2022 and formerly served as Chief Executive Officer of Fidelity National Financial, Inc. since December 2013. He has served as a director of Fidelity National Financial, Inc. since February 2017. Previously, Mr. Quirk served as the President of Fidelity National Financial, Inc. from May 2007 until December 2013. Mr. Quirk served as Co-Chief Operating Officer

  17. Composition, Tenure, Recent Refreshment and Diversity

    | 17 | F&G Annuities & Life, Inc. | 2026 PROXY STATEMENT |

  18. Composition, Tenure, Recent Refreshment and Diversity

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

  19. Composition, Tenure, Recent Refreshment and Diversity

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

  20. Composition, Tenure, Recent Refreshment and Diversity

    William P. Foley, II: Mr. Foley is a founder of Fidelity National Financial, Inc. and has served as Executive Chairman of the board of directors of F&G since December 2022. Mr. Foley has served as Chairman of the board of directors of FNF since 1984. He served as Chief Executive Officer of FNF until May 2007 and as President of FNF until December 1994. Mr. Foley has served as non-executive Vice Chairman of Cannae Holdings, Inc. (Cannae) since May 2025. He previously served as Chairman, Chief Executive Officer and Chief Investment Officer of Cannae from February 2024 until May 2025, and as Chairman of Cannae from July 2017 until May 2025. Mr. Foley has served as Executive Chairman of F&G since November 2022. Mr. Foley serves as a director of Alight Inc. (Alight) since April 2021 and previously served as the non-executive Chairman of the board of directors of Alight from April 2021 until February 2025 and served on the board of its predecessor, Foley Trasimene Acquisition Corporation (FTAC) from May 2020 until April 2021. Mr. Foley also serves as a director of Jena Acquisition Corporation II, a blank check company, since May 2025, and as a non-executive director of Foley Wines Ltd., a New Zealand company, since January 2025. Mr. Foley served as Chairman of the board of directors of Dun & Bradstreet Holdings, Inc. (Dun & Bradstreet) from February 2019 until its acquisition by Clearlake Capital Group in August 2025. Mr. Foley served as a director of System1 from January 2022 to March 2023. From January 2014 to June 2021, Mr. Foley served as Chairman of the Board of Black Knight and its predecessors. He served as non-executive Chairman of the board of directors of Paysafe Limited and its predecessor, Foley Trasimene Acquisition Corp. II (FTAC II) from March 2020 until March 2022. Mr. Foley formerly served as Co-Chairman of FGL Holdings, as a director of Ceridian HCM Holding, Inc. (now known as Dayforce, Inc.) and as Vice Chairman of FIS. Mr. Foley formerly served on the boards of Austerlitz Acquisition Corporation I (AUS) and Austerlitz Acquisition Corporation II (ASZ) and Trebia Acquisition Corp., which were blank check companies, but resigned from those boards in April 2021. After receiving his B.S. degree in engineering from the United States Military Academy at West Point, Mr. Foley served in the U.S. Air Force, where he attained the rank of captain. Mr. Foley received his Master of Business Administration from Seattle University and his Juris Doctor from the University of Washington. Mr. Foley serves on the boards of various foundations and charitable organizations. Mr. Foley’s qualifications to serve on the F&G board of directors include more than 30 years as a director and executive officer of FNF, his strategic vision, his experience as a board member and executive officer of public and private companies in a wide variety of industries, and his strong track record of building and maintaining shareholder value and successfully negotiating and executing mergers, acquisitions and other strategic transactions. Christopher O. Blunt: Mr. Blunt joined F&G in 2019 after 34 years in a variety of insurance, investment management and marketing roles. Prior to joining F&G, from January 2018 to December 2018, he served as Chief Executive Officer of Blackstone Insurance Solutions, after nearly 13 years at New York Life in a variety of executive leadership roles. During his tenure at New York Life, Mr. Blunt was the President of New York Life’s $500 billion Investment Group and previously Co-President of the Insurance and Agency Group, which included the company’s U.S. Life Operations, Seguros Monterrey, and AARP Direct business. Prior to joining New York Life, Mr. Blunt spent 16 years in a variety of senior marketing and distribution roles in the investment management industry, including Chief Marketing Officer - Americas for Merrill Lynch Investment Managers and as a Managing Director and National Sales Manager for Goldman Sachs Asset Management. Mr. Blunt received a B.A. in history from the University of Michigan and an MBA in finance from The Wharton School at the University of Pennsylvania. Mr. Blunt’s qualifications to serve on the F&G board of directors include his many years of leadership experience across multiple institutions in the insurance industry.

  21. Composition, Tenure, Recent Refreshment and Diversity

    | 2026 PROXY STATEMENT | F&G Annuities & Life, Inc. | 18 |

  22. Composition, Tenure, Recent Refreshment and Diversity

    | Proposal No. 1: Election of Directors |

  23. Composition, Tenure, Recent Refreshment and Diversity

    The certificate of incorporation and the bylaws of the Company provide that our board shall consist of not less than one member, with the exact number of directors to be determined from time to time exclusively by resolution adopted by the Board of Directors. Our directors are divided into three classes. The board determines the number of directors within these limits. The term of office of only one class of directors expires in each year. The Class I directors elected at this annual meeting will hold office for their respective terms or until their successors are elected and qualified. The current number of directors is eight. The board believes that each of the nominees will stand for election and will serve if elected as a director. At this annual meeting, the persons listed below have been nominated to stand for election to the board as Class I directors for a three-year term expiring in 2029. John D. Rood

  24. Compensation Overview and Practices

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

  25. Compensation Overview and Practices

    Role of F&G’s Executive Officers In evaluating the compensation of F&G’s named executive officers, the F&G Compensation Committee considers the recommendations from F&G’s Chief Executive Officer with respect to the compensation of his direct reports. In making recommendations, the Chief Executive Officer reviews the performance of the other named executive officers (other than Mr. Foley), job responsibilities, importance to F&G’s overall business strategy, and F&G’s compensation philosophy. F&G’s Chief Executive Officer does not make recommendations to the F&G Compensation Committee regarding his own compensation or Mr. Foley’s compensation. The compensation decisions are not formulaic, and the members of the F&G Compensation Committee did not assign precise weights to the factors listed above. The F&G Compensation Committee utilized their individual and collective business judgment to review, assess, and approve compensation for F&G’s named executive officers. Role of F&G’s Compensation Consultant In 2025, the F&G Compensation Committee used Strategic Compensation Group as our independent compensation consultant. Strategic Compensation Group gathered marketplace compensation data on total compensation, which consists of annual salary, annual incentives, long-term incentives, executive benefits, executive ownership levels, pay mix and other key statistics. This data is collected and analyzed annually. The marketplace compensation data provides a point of reference for the F&G Compensation Committee, but the F&G Compensation Committee ultimately makes subjective compensation decisions based on all the factors described above. For 2025, Strategic Compensation Group used two marketplace data approaches: (1) two general executive compensation surveys with a focus on companies with similar Assets Under Management (AUM), and (2) compensation information from F&G’s peer group. The Strategic Compensation Group performed these services solely on behalf of the F&G Compensation Committee. The F&G Compensation Committee has assessed the independence of the Strategic Compensation Group, as required under the New York Stock Exchange and Securities and Exchange Commission rules and has concluded that no conflict of interest exists with respect to its services to the F&G Compensation Committee. F&G’s Peer Group In 2025, Strategic Compensation Group recommended, and F&G’s Compensation Committee approved the below as F&G’s peer group.

  26. Compensation Practices of F&G

    Compensation Practices of F&G In 2025, Strategic Compensation Group reviewed the structure and mechanics of the various components of our compensation programs and practices. To obtain a complete view of the competitive market for talent, Strategic Compensation Group considered data from published survey sources, which includes industry peers from privately held and publicly traded organizations. In particular, Strategic Compensation Group analyzed three key elements: current competitive market positioning, incentive plan design, and equity plan design. Competitive market positioning relates to overall base pay delivery, base salaries, annual and long-term incentive targets and payouts. Equity plan design is the assessment of the design attributes of other organizations’ incentive plans that provide perspectives on performance measurement, long-term incentive vehicles, vesting and shareholding requirements. Strategic Compensation Group’s assessment in 2025 indicated that our compensation structure is well-balanced, aligns to F&G’s philosophies and demonstrates alignment between company performance and executive compensation. Our named executive officers’ 2025 total direct compensation (consisting of base salaries, annual performance-based cash incentives and long-term equity incentives) generally fell near the 50th percentile of the peer group data, with base salaries falling slightly below the 50th percentile. This approach aligns with our philosophy of emphasizing variable performance-based compensation over fixed compensation.

  27. Other Related Considerations

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

  28. Other Related Considerations

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

  29. Other Related Considerations

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

  30. Other Related Considerations

    plan objectives is reviewed and approved by the F&G Compensation Committee to establish the bonus pool for each performance period. Short-term incentive payouts require that minimum targets be satisfied and allow for recognition of individual performance and contribution toward those goals. The amount of the annual cash incentives actually paid depends on the level of achievement of the pre-established goals as follows:

  31. Other Related Considerations

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

  32. Other Related Considerations

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

  33. Other Related Considerations

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

  34. Other Related Considerations

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

  35. Other Related Considerations

    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:

  36. Other Related Considerations

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

  37. Other Related Considerations

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

  38. Other Related Considerations

    The F&G Compensation Committee approved the percentage of base salary paid for performance at the target levels depicted below (other than for Mr. Martin with respect to compensation decisions after his transition to Senior Vice President, Investments Chief Operating Officer). If a minimum performance measure is satisfied, depending on actual performance, bonus payments under the EIP could range from 50% to 200% of target. As a result of the corporate performance against our goals for fiscal 2025, the bonus pool for determining individual executive incentive awards was 160% of target. For Mr. Martin, in respect of his annual cash incentive for fiscal 2025, the performance metrics were 50% corporate performance component and 50% individual performance component. If a minimum performance measure is satisfied, depending on actual performance, his bonus payment could range from 50% to 200% of target. As a result of the corporate performance against our goals for fiscal 2025 and his individual performance, the bonus determined Mr. Martin’s incentive awards was 168% of target.

  39. Other Related Considerations

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

  40. Other Related Considerations

    Long-Term Incentive Opportunities Following our separation and distribution, the F&G Compensation Committee makes equity grants under the F&G Annuities & Life, Inc. 2022 Omnibus Incentive Plan. Our long-term incentives for NEOs consist of performance vesting restricted stock awards that incentivize long-term value creation: performance awards that reward the achievement of our performance goals and time-vesting that reward increases in the market value of our shares and continued service with our company. On November 10, 2025, we granted performance-based restricted stock to each of our named executive officers. We do not attempt to time the granting of awards to any internal or external events. Our general practice has been for our compensation committee to grant equity awards during the fourth quarter of each year following the release of our financial results for the third quarter. We also may grant awards in connection with significant new hires. Our compensation committee’s determinations are not formulaic; rather, in the context of competitive market compensation data and our stated pay philosophy, our compensation committee determines the share amounts on a subjective basis in its discretion and award amounts may differ among individual executive officers in any given year. Following is a brief discussion regarding the awards made in 2025. Performance-based Restricted Stock In 2025, the proportion of the F&G equity awards consisting of performance-based restricted stock remained at 100%, except with respect to Ms. Punjab’s retention restricted stock award described below. As in recent years, we did not grant stock options or awards that vest solely based on continued service to our named executive officers. Restricted stock awards vest over three years, subject to achieving Adjusted Net Earnings (excluding SIE) for the following fiscal year. SIE reflects adjustments to the long-term alternative asset portfolio assumption to remove mark-to-market impacts. For 2025, the F&G Compensation Committee set the performance target at $715M. With respect to all restricted stock awards, credit is provided for dividends paid on unvested shares, but payment of those dividends is subject to the same vesting requirements as the underlying shares – in other words, if the underlying shares do not vest, the dividends are forfeited. The dividend payment is at the same rate as dividends paid to all other common shareholders. We also impose a restriction on the sale of executives’ restricted shares following vesting if the executive has not met our stock ownership guidelines, which are discussed below. Equity grants awarded prior to 2022 were granted under the long-term incentive plans of FNF and were designed similarly to the current F&G equity grants. Our NEOs continue to hold these FNF awards following our separation and distribution. In determining the value of Mr. Blunt’s performance-based restricted stock award, the compensation committee considered that in 2023, Mr. Blunt opted to reduce his cash compensation target by $900,000 in exchange for a larger proportion of his total compensation to be delivered in long-term equity grants. Consequently, Mr. Blunt’s compensation is more heavily weighted toward long-term equity to be more aligned to shareholder interests. Performance Restricted Stock Awards Performance restricted stock awards align our long-term incentives to the achievement of our Adjusted Net Earnings objectives and to our goal of growing shareholder value. Performance restricted stock awards vest in equal installments based on continued service and achievement of a one-year, Adjusted Net Earnings goal established at the start of the three-year period. As Mr. Currier will retire from F&G on May 15, 2026, he did not receive a grant of performance restricted stock awards in 2025. In addition to the annual grants in November of 2025, Mr. Murphy received a performance restricted stock award on April 1, 2025 as a sign-on equity award subject to the same vesting conditions described above, and Mr. Gravelle received a performance restricted stock award on March 24, 2025 in connection with becoming an executive officer of F&G in May 2024 subject to the same vesting conditions described above.

  41. Other Related Considerations

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

  42. Change-in-Control and Related Agreements

    Change-in-Control and Related Agreements Employment Agreements We believe that having employment agreements with our NEOs is beneficial to us because they provide retentive value, subject the executives to key restrictive covenants, and generally provide us with a competitive advantage in the recruiting process over companies that do not offer employment agreements. We have entered into employment agreements with certain of our NEOs. These employment agreements include the specific terms set forth in greater detail below in “Potential Payments upon Termination or Change in Control–Employment Agreements and Related Agreements with Named Executive Officers.” Retention Agreement On May 8, 2024, in connection with Mr. Currier’s appointment to serve as President of F&G and in recognition of his increased responsibilities and the Company’s interest in retaining his services, the Company entered into a Retention Agreement with Mr. Currier. Pursuant to the Retention Agreement, if Mr. Currier continues his employment with the Company through the second anniversary of the date of the Retention Agreement (May 8, 2026), he will receive a retention bonus of $1,500,000, to be paid in a lump sum cash payment, minus statutorily required deductions. Mr. Currier will be deemed to have satisfied the condition of active employment through the end of the retention period if his employment is terminated by the Company without “cause” (as defined in the Retention Agreement) during the retention period. No retention bonus will be paid under the Retention Agreement if Mr. Currier voluntarily resigns his employment or is terminated for “cause” during the retention period. The above Retention Agreement is in addition to the Retention Agreement entered into with Mr. Currier on February 16, 2023. Pursuant to this Retention Agreement, if Mr. Currier continued his employment with the Company through the third anniversary of the date of the Retention Agreement (February 16, 2026), he was eligible to receive a retention bonus of $1,500,000, to be paid in a lump sum cash payment, minus statutorily required deductions. Mr. Currier satisfied his obligations under this Retention Agreement and the retention bonus was paid to him on February 27, 2026. F&G 401(k) Plan Under the F&G 401(k) Plan, our company will match 100% of a participant’s contributions up to five percent of compensation, subject to the limits specified in the Internal Revenue Code (the Code). The employer match vests immediately. The 401(k) plan also allows for annual discretionary profit-sharing contributions, which historically have been two percent of earnings, subject to limits under the Code. Any profit sharing contributions are immediately vested. For information regarding the matching contributions and profit sharing contributions made to F&G’s NEOs in 2025 see “Summary Compensation Table.” Employee Stock Purchase Plans Commencing on January 1, 2023, F&G maintains the F&G Annuities & Life, Inc. Employee Stock Purchase Plan (the F&G ESPP) through which executives and employees can purchase shares of F&G common stock through payroll deductions and through matching employer contributions. At the end of each calendar quarter, F&G makes a matching contribution to the account of each participant who has been continuously employed or a participating subsidiary for the last four calendar quarters. For employees with more than 10 years of service and officers, matching contributions are equal to ½ of the amount contributed during the quarter that is one-year earlier than the quarter in which the matching contribution was made. The matching contributions, together with the employee deferrals, are used to purchase shares of F&G common stock on the open market. Prior to our separation and distribution, our executives were eligible to participate in the FNF ESPP and remained eligible to participate through December 31, 2022. For information regarding the matching contributions made to F&G’s NEOs in 2025 see “Summary Compensation Table.”

  43. Change-in-Control and Related Agreements

    | 29 | F&G Annuities & Life, Inc. | 2026 PROXY STATEMENT |

  44. Change-in-Control and Related Agreements

    Nonqualified Deferred Compensation Arrangements Commencing on January 1, 2024, our executives were eligible to participate in the F&G Annuities & Life, Inc. Deferred Compensation Plan. Under this plan, we permit our executives to defer on an elective basis a specified portion of their base salaries and performance-based bonus compensation, if any. Prior to January 1, 2024, our executives were eligible to participate in the FNF Deferred Compensation Plan. See the narrative description following the table entitled “Nonqualified Deferred Compensation” below for more information surrounding the terms of the nonqualified deferred compensation plans. Health and Welfare Benefits F&G offers a package of insurance benefits to all salaried employees, including our executives, including health, vision and dental insurance, basic life insurance, accidental death and dismemberment insurance and short- and long-term disability insurance. Limited Executive Perquisites All executives are eligible to participate in the Executive Life Insurance Plan. Under this plan, the beneficiary of a participant who dies while employed by us is entitled to a lump sum payment equal to three times his or her annual base salary at the time of hire. The value of these executive perquisites is reflected in the “All Other Compensation” column of the Summary Compensation Table below. Beginning on January 1, 2025, our executives are eligible to receive a comprehensive preventive health evaluation through our Executive Health Program. Hedging and Pledging Policy F&G maintains a hedging and pledging policy, which prohibits its executive officers and directors from engaging in hedging or monetization transactions with respect to F&G securities, engaging in short-term or speculative transactions in F&G securities that could create heightened legal risk and/or the appearance of improper or inappropriate conduct or holding F&G securities in margin accounts or pledging them as collateral for loans without F&G’s approval. Clawback Policy We have a policy to clawback and recover incentive-based compensation paid to our executive officers if we are required to prepare an accounting restatement due to material noncompliance with financial reporting requirements. Under the policy, in the event of such a restatement we will clawback any incentive-based compensation paid during the preceding three-year period to the extent it would have been lower had the compensation been based on the restated financial results. No clawbacks were made in 2025. Timing of Stock Option Grants We do not currently grant new awards of stock options, stock appreciation rights or similar option-like instruments, and the F&G Compensation Committee does not presently intend to introduce such awards into the executive compensation program. Accordingly, the Company has no specific policy or practice on the timing of awards of such options or similar awards in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant new awards of such options, the F&G Compensation Committee intends to adopt appropriate policies and practices regarding the timing of such awards in relation to the disclosure of material nonpublic information. Tax and Accounting Considerations Our compensation committee considers the impact of tax and accounting treatment when determining executive compensation. Section 162(m) of the Internal Revenue Code places a limit of $1,000,000 on the amount that can be deducted in any one year for compensation paid to certain executive officers. While the F&G Compensation Committee considers the deductibility of compensation as one factor in determining executive compensation, the F&G Compensation Committee also looks at other factors in making its decisions, as noted above, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible for tax purposes.

  45. Change-in-Control and Related Agreements

    | 2026 PROXY STATEMENT | F&G Annuities & Life, Inc. | 30 |

  46. Change-in-Control and Related Agreements

    The F&G Compensation Committee also considers the accounting impact when structuring and approving awards. We account for share-based payments in accordance with ASC Topic 718, which governs the appropriate accounting treatment of share-based payments under GAAP. Stock Ownership Guidelines and Stock Holding Requirement The F&G Compensation Committee adopted stock ownership guidelines which call for the executive or director to reach the ownership multiple within four years. The F&G guidelines, including those applicable to non-employee directors, are as follows:

  47. Change-in-Control and Related Agreements

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

  48. Change-in-Control and Related Agreements

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

  49. Change-in-Control and Related Agreements

    | 31 | F&G Annuities & Life, Inc. | 2026 PROXY STATEMENT |

  50. Change-in-Control and Related Agreements

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

  51. Change-in-Control and Related Agreements

    | Name | Principal Position | Fiscal Year | Salary ($) | Bonus ($)(a) | Stock Awards ($)(b) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(c) | All other Compensation ($)(d) | Total | | Christopher O. Blunt | Chief Executive Officer and Director | 2025 2024 2023 | 550,000 540,385 557,693 | — — — | 8,500,017 8,500,001 8,000,008 | — — — | 1,760,000 2,053,462 1,951,924 | 65,109 83,888 84,045 | 10,875,126 11,177,736 10,593,670 | | Conor E. Murphy | President and Chief Financial Officer | 2025 | 399,808 | 500,000 | 7,000,018 | — | 639,693 | 19,907 | 8,559,426 | | Wendy J.B. Young | Executive Vice President, Chief Liability Officer | 2025 2024 2023 | 550,000 540,385 500,000 | — — — | 1,265,032 1,265,040 1,150,035 | — — — | 880,000 1,026,731 875,000 | 40,074 44,654 36,535 | 2,735,106 2,876,810 2,561,570 | | Michael L. Gravelle | Executive Vice President, General Counsel and Corporate Secretary | 2025 | — | — | 600,016 | — | — | — | 600,016 | | Leena Punjabi | Executive Vice President, Chief Investment Officer | 2025 2024 2023 | 540,385 485,577 410,577 | — — — | 1,715,028 715,018 650,004 | — — — | 864,616 922,596 718,510 | 31,468 25,095 24,045 | 3,151,497 2,148,286 1,803,136 | | William P. Foley | Executive Chairman | 2025 2024 2023 | — — — | — — — | 6,500,027 6,500,004 6,500,037 | — — — | — — — | — — — | 6,500,027 6,500,004 6,500,037 | | John D. Currier | Executive Vice President, Senior Advisor | 2025 2024 2023 | 550,000 540,385 500,000 | — — — | — 1,265,040 1,150,035 | — — — | 880,000 1,026,731 875,000 | 83,732 88,512 78,569 | 1,513,732 2,920,668 2,603,604 | | David E. Martin | Senior Vice President, Investments Chief Operating Officer | 2025 | 350,000 | 3,000 | 350,022 | — | 586,250 | 52,128 | 1,341,400 |

  52. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information concerning estimated possible payouts under non-equity incentive plan awards for fiscal 2025 performance and equity incentive plan awards granted in fiscal 2025 to our NEOs.

  53. Grants of Plan-Based Awards

    | | | Estimated Possible Payouts under Non-Equity Incentive Plan Awards(a) | | | Estimated Possible Payouts under Equity Incentive Plan Awards(b) | | | All Other Stock Awards: Number of | Grant Date Fair Value of Stock | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Shares of Stock | Awards ($)(c) | | Christopher O. Blunt | 2/14/2025 | 550,000 | 1,100,000 | 2,200,000 | — | — | — | — | — | | | 11/10/2025 | — | — | — | — | 260,497 | — | — | 8,500,017 | | Conor E. Murphy | 2/14/2025 | 199,904 | 399,808 | 799,616 | — | — | — | — | — | | | 4/1/2025 | — | — | — | — | 81,345 | — | — | 3,000,004 | | | 11/10/2025 | — | — | — | — | 122,587 | — | — | 4,000,014 | | Wendy J.B. Young | 2/14/2025 | 275,000 | 550,000 | 1,100,000 | — | — | — | — | — | | | 11/10/2025 | — | — | — | — | 38,769 | — | — | 1,265,032 | | Michael L. Gravelle | 3/24/2025 | — | — | — | — | 8,646 | — | — | 300,016 | | | 11/10/2025 | — | — | — | — | 9,194 | — | — | 300,000 | | Leena Punjabi | 2/14/2025 | 270,193 | 540,385 | 1,080,770 | — | — | — | — | — | | | 3/24/2025 | — | — | — | — | — | — | 28,819 | 1,000,019 | | | 11/10/2025 | — | — | — | — | 21,913 | — | — | 715,021 | | William P. Foley | 11/10/2025 | — | — | — | — | 199,204 | — | — | 6,500,027 | | John D. Currier | 2/14/2025 | 275,000 | 550,000 | 1,100,000 | — | — | — | — | — | | | 11/10/2025 | — | — | — | — | — | — | — | — | | David E. Martin | 2/14/2025 | 175,000 | 350,000 | 700,000 | — | — | — | — | — | | | 11/10/2025 | — | — | — | — | 10,727 | — | — | 350,022 |

  54. Grants of Plan-Based Awards

    | (a) Represents the potential amounts for annual EIP incentives for fiscal 2025. Actual amounts earned by the NEOs are reflected in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column. |

  55. Grants of Plan-Based Awards

    | (b) Represents F&G performance restricted stock awards that vest in equal installments starting in November 2026 if Adjusted Net Earnings goal is achieved for calendar year 2026. Additional information on the terms applicable to these performance restricted stock awards may be found in the Compensation Discussion and Analysis under the heading “Long-Term Incentive Opportunities–Performance Restricted Stock Awards.” The performance vesting condition applicable to our performance restricted stock awards is fully satisfied if the Adjusted Net Earnings goal is achieved. As such, our performance restricted stock awards have no threshold or maximum levels. |

  56. Grants of Plan-Based Awards

    | (c) Represents the grant date fair value of F&G performance restricted stock awards granted under the F&G Annuities & Life, Inc. 2022 Omnibus Incentive Plan computed in accordance with FASB ASC Topic 718. See Note R–Employee Benefit Plans to our Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities Exchange Commission on February 26, 2026 for further information regarding these awards. |

  57. Grants of Plan-Based Awards

    The terms and conditions applicable to these awards are described in Compensation Discussion and Analysis, under the headings “Annual Cash Incentive Programs” and “Long-Term Incentive Opportunities.” In addition, the key terms of the employment agreements with our NEOs can be found under the heading “Potential Payments upon Termination or Change in Control–Employment Agreements and Related Agreements with Named Executive Officers.”

  58. Grants of Plan-Based Awards

    | 2026 PROXY STATEMENT | F&G Annuities & Life, Inc. | 34 |

  59. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by our NEOs at the end of fiscal 2025.

  60. Outstanding Equity Awards at Fiscal Year-End

    | | | Stock Awards(a) | | | | Name | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Christopher O. Blunt | — | — | 65,666(b) | 2,025,796 | | Christopher O. Blunt | — | — | 123,055(c) | 3,796,247 | | Christopher O. Blunt | — | — | 260,497(g) | 8,036,332 | | Conor E. Murphy | — | — | 81,345(d) | 2,509,493 | | Conor E. Murphy | — | — | 122,587(g) | 3,781,809 | | Wendy J.B. Young | — | — | 9,440(b) | 291,224 | | Wendy J.B. Young | — | — | 18,314(c) | 564,987 | | Wendy J.B. Young | — | — | 38,769(g) | 1,196,024 | | Michael L. Gravelle | — | — | 8,646(f) | 225,228 | | Michael L. Gravelle | — | — | 9,194(g) | 239,504 | | Leena Punjabi | — | — | 5,336(b) | 164,616 | | Leena Punjabi | — | — | 10,352(c) | 319,359 | | Leena Punjabi | 28,819(e) | — | — | 889,066 | | Leena Punjabi | — | — | 21,913(g) | 676,016 | | William P. Foley | — | — | 53,354(b) | 1,645,971 | | William P. Foley | — | — | 94,101(c) | 2,903,016 | | William P. Foley | — | — | 199,204(g) | 6,145,443 | | John D. Currier | — | — | 9,440(b) | 291,224 | | John D. Currier | — | — | 18,314(c) | 564,987 | | David E. Martin | — | — | 2,873(b) | 74,842 | | David E. Martin | — | — | 5,068(c) | 132,021 | | David E. Martin | — | — | 10,727(g) | 279,438 |

  61. Outstanding Equity Awards at Fiscal Year-End

    | (a) The amounts reported are based on a F&G common stock price of $30.85, which was the closing price on December 31, 2025. |

  62. Outstanding Equity Awards at Fiscal Year-End

    | (b) F&G performance restricted stock award will vest on November 15, 2026. As discussed in further detail above, our performance restricted stock awards have no threshold or maximum levels. |

  63. Outstanding Equity Awards at Fiscal Year-End

    | (c) F&G performance restricted stock award will vest in equal installments on November 8, 2026 and November 8, 2027. As discussed in further detail above, our performance restricted stock awards have no threshold or maximum levels. |

  64. Outstanding Equity Awards at Fiscal Year-End

    | (d) F&G performance restricted stock award will vest in equal installments on April 1, 2026, April 1, 2027, and April 1, 2028. As discussed in further detail above, our performance restricted stock awards have no threshold or maximum levels. |

  65. Outstanding Equity Awards at Fiscal Year-End

    | (e) F&G restricted stock award will vest on March 24, 2028. |

  66. Outstanding Equity Awards at Fiscal Year-End

    | (f) F&G performance restricted stock award will vest in equal installments on March 24, 2026, March 24, 2027, and March 24, 2028. As discussed in further detail above, our performance restricted stock awards have no threshold or maximum levels. |

  67. Outstanding Equity Awards at Fiscal Year-End

    | (g) F&G performance restricted stock awards will vest in equal one-third installments on November 10, 2026, November 10, 2027, and November 10, 2028. As discussed in further detail above, our performance restricted stock awards have no threshold or maximum levels. |

  68. Outstanding Equity Awards at Fiscal Year-End

    | 35 | F&G Annuities & Life, Inc. | 2026 PROXY STATEMENT |

  69. Outstanding Equity Awards at Fiscal Year-End

    The following table sets forth information concerning each exercise of stock option, and each vesting of stock during the fiscal year ended December 31, 2025 for each of the F&G NEOs on an aggregated basis:

  70. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  71. Option Exercises and Stock Vested

    | | Option Awards | | F&G Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Christopher O. Blunt | 100,000 | 2,567,610 | 223,074 | 7,923,861 | | Conor E. Murphy | — | — | — | — | | Wendy J.B. Young | — | — | 31,876 | 1,132,817 | | Michael L. Gravelle | — | — | — | — | | Leena Punjabi | — | — | 15,258 | 550,182 | | William P. Foley | — | — | 244,321 | 8,498,115 | | John D. Currier | — | — | 31,876 | 1,132,817 | | David E. Martin | — | — | 10,334 | 365,434 |

  72. Pension Benefits

    Pension Benefits We do not provide any defined benefit plans to our NEOs.

  73. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following tables provide information concerning the nonqualified deferred compensation of each of the participating NEOs in the F&G Annuities & Life, Inc. Deferred Compensation Plan (the FGAL Deferred Compensation Plan), the Executive Nonqualified Deferred Compensation Plan of FGLH (the FGLH Deferred Compensation Plan) and the FNF, Inc. Deferred Compensation Plan (the FNF Deferred Compensation Plan) as of December 31, 2025. The FGAL Deferred Compensation Plan became effective on January 1, 2024. Starting January 1, 2021, eligible participants could participate in the FNF Deferred Compensation Plan. The FGLH Deferred Compensation Plan was frozen to new contributions on December 31, 2020. Under the FGAL Deferred Compensation Plan, participants can defer up to 75% of their base salary and 100% of their monthly, quarterly or annual incentives. Deferral elections are made during specified enrollment periods. Deferrals and related earnings are not subject to vesting conditions. Under the FNF Deferred Compensation Plan, which was amended and restated effective January 1, 2009, participants, including FNF’s named executive officers, can defer up to 75% of their base salary and 100% of their monthly, quarterly and annual incentives, subject to a minimum deferral of $19,500. 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 five-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

  74. Nonqualified Deferred Compensation

    | 2026 PROXY STATEMENT | F&G Annuities & Life, Inc. | 36 |

  75. Nonqualified Deferred Compensation

    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. Under the FGLH Deferred Compensation Plan, the vested balance of the deferred compensation accounts will be distributed to each participating NEO upon his or her death, disability or separation from service (including retirement). Participants choose from investment options representing a broad range of asset classes. Participants allocate their accounts among the available investment options and may change their investment elections at any time. Participants may elect upon initial enrollment to have accounts distributed upon a change in control event, although none of our NEOs have so elected. In-service hardship and education account withdrawals are permitted under the plan with respect to participant deferrals and employer credits.

  76. FGLH Executive Nonqualified Deferred Compensation Plan

    FGLH Executive Nonqualified Deferred Compensation Plan The table below describes the contributions and distributions made with respect to the named executive officers’ accounts under our FGLH Executive Nonqualified Deferred Compensation Plan. Messrs. Blunt, Murphy, Gravelle, Foley, Martin and Ms. Punjabi do not have a balance in the plan.

  77. FGLH Executive Nonqualified Deferred Compensation Plan

    | Name | Aggregate Balance at Beginning of Last Fiscal Year ($) | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($)(a) | Aggregate Earnings in Last Fiscal Year ($)(b) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Wendy J.B. Young | 1,882,337 | — | — | 181,052 | — | 2,063,389 | | John D. Currier | 443,681 | — | — | 60,441 | — | 504,122 |

  78. FGLH Executive Nonqualified Deferred Compensation Plan

    | (a) Deferred amounts reported in this column are included in the Summary Compensation Table in the “Salary” and “Non-Equity Incentive Plan Compensation” columns for fiscal 2025. |

  79. FGLH Executive Nonqualified Deferred Compensation Plan

    | (b) F&G does not provide employer contributions under this plan. |

  80. FGLH Executive Nonqualified Deferred Compensation Plan

    | 2026 PROXY STATEMENT | F&G Annuities & Life, Inc. | 38 |

  81. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  82. 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 the “Compensation Discussion and Analysis” section of this proxy statement. Pay Versus Performance Table

  83. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(3) | Average Compensation Actually Paid to Non-PEOs Named Executive Officers ($)(4) | Value of initial fixed $100 investment based on: | | Net Income (in millions) ($)(7) | Adjusted Net Earnings (ANE) (in millions) ($)(8) | | | | | | | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 10,875,126 | 6,326,511 | 3,485,886 | 2,510,102 | 174.38 | 126.53 | 248 | 482 | | 2024 | 11,177,736 | 9,670,405 | 3,611,442 | 3,106,334 | 228.18 | 119.52 | 642 | 546 | | 2023 | 10,593,670 | 19,429,473 | 3,367,086 | 7,021,146 | 247.92 | 99.35 | (58) | 335 | | 2022 | 10,380,387 | 5,954,810 | 3,399,507 | 2,608,448 | 104.60 | 94.94 | 635 | 353 |

  84. Pay Versus Performance

    | (1) The dollar amounts reported in column (b) represent the amount of total compensation reported for Mr. Blunt (our Principal Executive Officer (PEO)) for the corresponding year in the “Total column of the Summary Compensation Table.” Refer to “Executive Compensation – Summary Compensation Table.” |

  85. Pay Versus Performance

    | (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Blunt, 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. Blunt during each respective year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Blunt’s total compensation for each year to determine the compensation actually paid: |

  86. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards ($)(a) | Equity Award Adjustments ($)(b) | Compensation Actually Paid to PEO ($) | | 2025 | 10,875,126 | (8,500,017) | 3,951,402 | 6,326,511 | | 2024 | 11,177,736 | (8,500,001) | 6,992,670 | 9,670,405 | | 2023 | 10,593,670 | (8,000,008) | 16,835,811 | 19,429,473 | | 2022 | 10,380,387 | (6,176,211) | 1,750,634 | 5,954,810 |

  87. 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. |

  88. 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 in the respective year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of each year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested; (iii) for awards that are granted and vest in each respective 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 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. The valuation assumptions used to calculate fair value did not materially differ from those disclosed at the time of grant. The following adjustments were made to total compensation for Mr. Blunt to determine the compensation actually paid: |

  89. Pay Versus Performance

    | 43 | F&G Annuities & Life, Inc. | 2026 PROXY STATEMENT |

  90. 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 ($) | | 2025 | 8,036,332 | (1,998,555) | – | (2,086,375) | – | – | 3,951,402 |

  91. Pay Versus Performance

    | 3) | The dollar amounts reported in column (d) represent the average of the amounts reported for our named executive officers (NEOs) (other than the PEO) as a group in the “Total” column of the Summary Compensation Table. The names of each of the NEOs (other than the PEO) included for purposes of calculating the average amount for 2025 are as follows: Conor E. Murphy, Wendy J.B. Young, Michael L. Gravelle, Leena Punjabi, William P. Foley, John D. Currier and David E. Martin. The names of each of the NEOs (other than the PEO) included for purposes of calculating the average amount for 2023 and 2024 are as follows: Wendy J.B. Young, John D. Currier, Leena Punjabi and William P. Foley. The names of each of the NEOs (other than the PEO) included for purposes of calculating the average amount for 2022 are as follows: Wendy Young, John Currier, Scott Cochran, William Foley and John T. Fleurant. |

  92. Pay Versus Performance

    | 4) | The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (other than the PEO) as computed in accordance with Item 402(v) of Regulation S-K. The names of each of the NEOs (other than the PEO) included for purposes of calculating the average amount for 2025 are as follows: Conor E. Murphy, Wendy J.B. Young, Michael L. Gravelle, Leena Punjabi, William P. Foley, John D. Currier and David E. Martin. The names of each of the NEOs (other than the PEO) included for purposes of calculating the average amount for 2023 and 2024 are as follows: Wendy J.B. Young, John D. Currier, Leena Punjabi and William P. Foley. The names of each of the NEOs (other than the PEO) included for purposes of calculating the average amount for 2022 are as follows: Wendy Young, John Currier, Scott Cochran, William Foley and John T. Fleurant. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (other than the PEO). 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 (other than PEO) for each year to determine the compensation actually paid, using the same methodology described in footnote 2 above: |

  93. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards ($)(a) | Average Equity Award Adjustments ($)(b) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 3,485,886 | (2,490,020) | 1,514,236 | 2,510,102 | | 2024 | 3,611,442 | (2,436,276) | 1,931,168 | 3,106,334 | | 2023 | 3,367,086 | (2,362,527) | 6,016,587 | 7,021,146 | | 2022 | 3,399,507 | (2,328,751) | 1,537,692 | 2,608,448 |

  94. 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. |

  95. Pay Versus Performance

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

  96. Pay Versus Performance

    | 2026 PROXY STATEMENT | F&G Annuities & Life, Inc. | 44 |

  97. Pay Versus Performance

    | Year | Average Year End Fair Value of Equity Awards ($) | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Average Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | 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 Adjustments ($) | | 2025 | 2,297,020 | (342,801) | – | (439,983) | – | – | 1,514,236 |

  98. Pay Versus Performance

    | 5. | 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. For 2022, the measurement period began on December 1, 2022, the date of FG’s initial public offering and which was the first day that FG traded on the NYSE. For 2023, 2024 and 2025, the measurement period was the calendar year. |

  99. Pay Versus Performance

    | 6. | Represents the weighted peer group TSR based on $100 invested as of market close on November 30, 2022 through December 31, 2025, 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 the S&P 500 Life & Health Insurance (ILH) index. |

  100. Pay Versus Performance

    | 7. | The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for each respective year. Effective January 1, 2023, we adopted Accounting Standards Update (ASU) 2018-12, Financial Services-Insurance (Topic 944), Targeted Improvements to the Accounting for Long-Duration Contracts (“ASU 2018-12”) using the full retrospective transition method with a transition date of January 1, 2021. The 2022 net income reported herein has been adjusted for our full retrospective adoption of this update. |

  101. Pay Versus Performance

    | 8. | In accordance with Item 402(v) of Regulation S-K, we determined adjusted net earnings as the most important financial performance measure (that is not otherwise disclosed in this table) we used to link Compensation Actually Paid to our NEOs. Refer to Annex A “Non-GAAP Financial Measure Definitions” for a description of adjusted net earnings. Effective January 1, 2023, we adopted ASU 2018-12 using the full retrospective transition method with a transition date of January 1, 2021. The 2022 adjusted net earnings reported herein has been adjusted for our full retrospective adoption of this update. |

  102. Pay Versus Performance

    As described in greater detail in the “Compensation Discussion and Analysis” section of this proxy statement, 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 compensation actually paid to the Company’s NEOs to the Company’s performance are as follows:

  103. Pay Versus Performance

    | • | Adjusted Net Earnings (ANE) |

  104. Pay Versus Performance

    | • | Sales |

  105. Pay Versus Performance

    | • | Assets under Management (AUM) |

  106. Pay Versus Performance

    | 45 | F&G Annuities & Life, Inc. | 2026 PROXY STATEMENT |

  107. Pay Versus Performance

    Compensation Actually Paid and Cumulative Total Shareholder Return (TSR) of the Company and Cumulative TSR of the Peer Group Compensation Actually Paid and Net Income (Loss)

  108. Pay Versus Performance

    | 2026 PROXY STATEMENT | F&G Annuities & Life, Inc. | 46 |

  109. Pay Versus Performance

    Compensation Actually Paid and Adjusted Net Earnings Net loss for 2023 included $373 million of net unfavorable mark-to-market effects and $20 million of other unfavorable items; all of which are excluded from adjusted net earnings. The mark-to-market effects were primarily impacted by the interest rate volatility that the annuities industry experienced. The Company’s executive compensation strategy is discussed above in “Compensation Discussion and Analysis” and does not include this GAAP metric. GAAP net income (loss) therefore will not necessarily align with executive compensation on a year-by-year basis, or over time. Director Compensation Mr. Foley and Mr. Blunt received no additional compensation for services as a member of our board in 2025. In 2025, all non-employee directors received an annual retainer of $100,000, payable quarterly. In 2025, the chairman and each member of the audit committee received a pro-rated additional annual fee (payable in quarterly installments) of $35,000 and $15,000, respectively, for their service on the audit committee. The chairman and each member of the compensation committee received a pro-rated additional annual fee (payable in quarterly installments) of $23,000 and $10,000, respectively, for their service on such committee. The chairman and each member of the corporate governance and nominating committee received a pro-rated additional annual fee (payable in quarterly installments) of $20,000 and $8,000, respectively, for their service on such committee. In 2025, Mr. Ammerman, Mr. Nolan and Mr. Quirk elected to receive their annual retainer in the form of F&G common stock. In addition, in 2025 each non-employee director received a long-term incentive award of 6,515 shares of restricted stock. These restricted stock awards were granted under our omnibus plan and vest proportionately each year over three years from the date of grant based upon continued service on our board. This grant includes the annual grant of $210,000 and a one-time award of $90,000. We also reimburse each non-employee director for all reasonable out-of-pocket expenses incurred in connection with attendance at board and committee meetings and director education programs. Each non-employee member of our board is eligible to participate in our deferred compensation plan to the extent he or she elects to defer any board or committee fees.

  110. Pay Versus Performance

    | 47 | F&G Annuities & Life, Inc. | 2026 PROXY STATEMENT |

  111. Pay Versus Performance

    The following table sets forth information concerning the compensation of our non-employee directors for the fiscal year ending December 31, 2025.

  112. Pay Versus Performance

    | Name | Fees Earned or Paid in Cash ($)(1) | Fees Earned or Paid in Stock ($) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Douglas K. Ammerman | 89,000(3) | 137,075(3) | 210,007 | — | 436,082 | | Michael J. Nolan | —(3) | 102,571(3) | 210,007 | — | 312,578 | | Raymond R. Quirk | —(3) | 102,571(3) | 210,007 | — | 312,578 | | John D. Rood | 180,000 | | 210,007 | — | 390,007 | | J. Douglas Martinez | 135,000 | | 210,007 | — | 345,007 | | Celina J. Wang Doka | 135,000 | | 210,007 | — | 345,007 |

  113. Pay Versus Performance

    | (1) Represents the cash portion of annual board and committee retainers and meeting fees earned for services as a F&G director in 2025 for all directors. |

  114. Pay Versus Performance

    | (2) Amounts shown for all directors represent the grant date fair value of a restricted stock award granted in 2025, computed in accordance with FASB ASC Topic 718. The awards vest over a period of three years from the grant date. Assumptions used in the calculation of the amounts of the F&G awards are included in Note R–Employee Benefit Plans to our Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities Exchange Commission on February 26, 2026 Restricted stock awards granted for the fiscal year ended December 31, 2025 for each director were as follows: Mr. Ammerman 6,436; Mr. Nolan 6,436; Mr. Quirk 6,436; Mr. Rood 6,436; Mr. Martinez 6,436; and Ms. Doka 6,436. The fair value of the awards as shown above is based on a per share fair value of $32.63 for each director. As of December 31, 2025, F&G restricted stock awards outstanding for each director were as follows: Mr. Ammerman 13,022; Mr. Nolan 13,022; Mr. Quirk 13,022; Mr. Rood 13,022; Mr. Martinez 15,569; and Ms. Doka 14,082. |

  115. Pay Versus Performance

    | (3) Each of Mr. Nolan and Mr. Quirk elected to receive all of his 2025 annual retainer in the form of F&G common stock, and Mr. Ammerman elected to receive fifty percent (50%) of his 2025 annual retainer in the form of F&G common stock. |

  116. Pay Versus Performance

    | 2026 PROXY STATEMENT | F&G Annuities & Life, Inc. | 48 |

  117. Pay Versus Performance

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

  118. Pay Versus Performance

    In accordance with Section 14A of the Securities Exchange Act of 1934, as amended, and the SEC’s rules thereunder, the board is asking shareholders to approve, on a non-binding, advisory basis, the compensation of F&G’s named executive officers as disclosed in this proxy statement, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosures beginning on page 28, but excluding disclosures presented in the section titled “Pay Versus Performance Disclosure.” As described above in the sections of this proxy statement under “Compensation Discussion and Analysis” and “Components of F&G’s Executive Compensation Program,” the board’s compensation committee has structured F&G’s executive compensation program to emphasize long-term, performance-dependent pay to motivate and reward long-term value creation for F&G’s shareholders. F&G’s executive compensation program has a number of features designed to ensure adherence to the Company’s pay-for-performance philosophy. The board encourages shareholders to read the Compensation Discussion and Analysis above which describes in detail how our executive compensation practices operate and are designed to achieve our core executive compensation objectives. The board also encourages shareholders to review the Summary Compensation Table and other compensation tables and the narrative disclosures accompanying the tables appearing under “Components of F&G’s Executive Compensation Program,” which provide detailed information about the compensation of our named executive officers. The compensation committee and the board believe that the compensation practices described in the Compensation Discussion and Analysis are effective in achieving a well-balanced compensation structure that adheres to F&G’s philosophies, demonstrates alignment between performance and executive compensation and supports the appropriateness of our executive compensation philosophy and practices. We ask our shareholders to vote on the following resolution at the annual meeting:

  119. Pay Versus Performance

    | RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2026 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis and executive and Director Compensation section, the compensation tables and related narrative. |

  120. Pay Versus Performance

    The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our named executive officers, as described in this proxy statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission. Approval of this resolution requires the affirmative vote of a majority of the shares of our common stock represented and entitled to vote. However, as this is an advisory vote, the results will not be binding on the Company, the board or the compensation committee, and will not require us to take any action. The final decision on the compensation of our named executive officers remains with our compensation committee and the board, although the compensation committee and the board will consider the outcome of this vote when making compensation decisions. THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

  121. Pay Versus Performance

    | 49 | F&G Annuities & Life, Inc. | 2026 PROXY STATEMENT |

  122. Pay Versus Performance

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