UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
| þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
For the fiscal year ended December 31, 2025
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
for the transition period from ______ to _______
Commission file number 001-32630
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Fidelity National Financial Group 401(k) Profit Sharing Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
601 Riverside Ave.,
Jacksonville, FL 32204
REQUIRED INFORMATION
Item 4. Plan Financial Statements and Schedules Prepared in Accordance with the Financial Reporting Requirements of ERISA
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN
Table of Contents
| Page | |||||
All other schedules are omitted because they are not applicable or not required based on disclosure requirements of the Employee Retirement Income Security Act of 1974 and regulations issued by the Department of Labor.
i
Report of Independent Registered Public Accounting Firm
Participants, the Audit Committee, and the Administrative Committee
Fidelity National Financial Group 401(k) Profit Sharing Plan
Jacksonville, Florida
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of Fidelity National Financial Group 401(k) Profit Sharing Plan (the “Plan”) as of December 31, 2025 and 2024, the related statements of changes in net assets available for benefits for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Basis of Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Report on Supplemental Information
The supplemental information in the accompanying schedule of assets (held at end of year) and schedule of reportable transactions as of December 31, 2025, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedule reconcile to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedule is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
/s/ Forvis Mazars, LLP
We have served as the Plan's auditor since 2011.
Atlanta, Georgia
June 24, 2026
ii
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN
Statements of Net Assets Available for Benefits
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Assets: | |||||||||||
| Investments: | |||||||||||
| Common/collective trust funds, at net asset value | $ | $ | |||||||||
| Corporate bond funds, at fair value | |||||||||||
| Mutual funds, at fair value | |||||||||||
| Common stock, at fair value | |||||||||||
| Employer common stock, at fair value | |||||||||||
| Total investments | |||||||||||
| Receivables: | |||||||||||
| Notes receivable from participants | |||||||||||
| Contributions receivable: | |||||||||||
| Participant | |||||||||||
| Employer | |||||||||||
| Total receivables | |||||||||||
| Net assets available for benefits | $ | $ | |||||||||
See accompanying notes to financial statements.
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FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN
Statements of Changes in Net Assets Available for Benefits
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Investment income: | |||||||||||
| Net appreciation in fair value of investments | $ | $ | |||||||||
| Dividends | |||||||||||
| Investment income, net | |||||||||||
| Interest income on notes receivable from participants | |||||||||||
| Contributions, including rollover contributions: | |||||||||||
| Participant | |||||||||||
| Employer | |||||||||||
| Total contributions | |||||||||||
| Deductions from net assets attributed to: | |||||||||||
| Benefits paid to participants | |||||||||||
| Administrative expenses | |||||||||||
| Total deductions | |||||||||||
| Net increase | |||||||||||
| Net assets available for benefits: | |||||||||||
| Beginning of year | |||||||||||
| End of year | $ | $ | |||||||||
See accompanying notes to financial statements.
2
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2025 and 2024
(1) Description of the Plan
The following description of the Fidelity National Financial Group 401(k) Profit Sharing Plan (the "Plan") provides only general information. Participants should refer to the plan document for a more complete description of the Plan's provisions.
(a) General
The Plan is a defined contribution plan covering all employees of Fidelity National Financial, Inc. ("we", the "Company" or "FNF") and its Affiliated and Related Companies, who have attained age 18 , have completed 90 days days of service, and have elected to participate in the Plan. Affiliated Companies are defined as members of a controlled group of corporations or other entities that are under common control. Related Companies, while related, are not considered members of a controlled group of corporations or other entities that are under common control. Temporary, seasonal and part-time employees who have not completed at least 1,000 hours of service are not eligible to participate in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
The Plan and its related trust are intended to qualify as a profit-sharing plan and trust under section 401(a) and 501(a) of the Internal Revenue Code ("IRC"), with a cash or deferred arrangement within the meaning of section 401(k) of the IRC.
(b) Administration
During the years ended December 31, 2025 and 2024, the trustee of the Plan was Principal Financial Group ("Principal"). Principal also performed participant recordkeeping and other administrative duties for the Plan as trustee. The Administrative Committee of the FNF Board of Directors oversees the Plan's operations.
(c) Plan Mergers
There were no participant loans transferred into or out of the Plan in 2025 and 2024. There were no mergers into the Plan during 2025 or 2024.
(d) Contributions
During 2025 and 2024, participants could generally contribute up to 40 % of their pretax annual compensation, as defined in the Plan. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution retirement plans, as well as direct rollovers from individual retirement accounts or annuities. Participants direct the investment of their contributions into various investment options offered by the Plan with the exception of two frozen stock funds described below. As of December 31, 2025, the Plan offered eighteen common /collective trust funds, two corporate bond funds, five mutual funds, one common stock fund which invests solely in Company stock, and two frozen common stock funds which invest in outside companies as investment options for participants. During the year ended December 31, 2025, the Plan had an employer match on the 401(k) plan whereby the Company matched $0.50 on each $1.00 contributed up to the first 6 % of eligible earnings contributed to the Plan. The employer match for the years ending December 31, 2025 and 2024 was $50,272,322 and $46,518,234 , respectively. The employer match is allocated to participants based on their chosen asset allocation. At the option of the Company's board of directors, discretionary contributions may also be made by the Company. No discretionary contributions were made by the Company during the Plan years ended December 31, 2025 and 2024. All Company contributions are participant directed. Contributions are subject to certain limitations established by the Internal Revenue Service.
(e) Participant Accounts
Each participant's account is credited with the participant's contribution, the Company's contribution as applicable, and an allocation of plan earnings and charged with an allocation of plan losses, if any. Allocations are based on participant earnings or account balances, as defined. Additionally, each participant's account is charged with trustee/custodian fees, record keeping fees, and is updated to reflect benefit payments, when applicable. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.
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FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2025 and 2024
(f) Vesting
Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company's matching and discretionary contribution portion of their accounts plus actual earnings thereon, is based on years of service as follows:
| Number of years of service | Vested Percentage | |||||||
| Less than 1 year | % | |||||||
| 1 year | % | |||||||
| 2 years | % | |||||||
| 3 years or more | % | |||||||
(g) Notes Receivable from Participants
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 reduced by the highest outstanding loan balance during the preceding 12 months, or 50 % of their vested account balance. Loan terms range from to five years or up to ten years for the purchase of a primary residence. The loans are secured by the balance in the participant's account. Interest rates range from 4.25 % to 9.50 % on loans outstanding as of December 31, 2025 and 2024. Principal and interest is paid ratably through payroll deductions.
(h) Payment of Benefits
Upon retirement, termination of service, disability, or the attainment of age 59 1/2, a participant may receive all or part of the value of the participant's vested interest in his or her account as a lump-sum distribution. Upon death of a participant, the balance of the participant's vested interest in his or her account will be distributed in a lump sum to the participant's beneficiary. Certain other withdrawals are allowed by the Plan under very limited circumstances as described in the plan document.
(i) Forfeited Accounts
Forfeitures may be allocated to current participants' accounts, or may be used to restore the accounts of former participants, pay administrative expenses of the Plan if not paid by the plan sponsor, or reduce future Company contributions. As of December 31, 2025 and 2024, forfeited nonvested accounts totaled $1,174,066 and $1,334,819 , respectively, all of which were used by the Plan to reduce Company contributions in the respective years.
(j) Administrative Expenses
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
(b) Risk and Uncertainties
The Plan provides for various investment options in common/collective trust funds, corporate bond funds, mutual funds, and common stock. Investment securities are exposed to various risks such as interest rate, market, and credit. Due to the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in the various risk factors, in the near term, could materially affect the participants' account balances and the amounts reported in the financial statements.
4
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2025 and 2024
(c) Concentration of Investments
Investments in employer common stock were approximately 5 % and 6 % of the Plan's net assets available for benefits as of December 31, 2025 and 2024, respectively.
(d) Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Shares of common/collective trust fund investments in index funds, mutual funds and corporate bond funds are valued at the net asset value ("NAV") of shares held by the Plan at year-end. The common stock investments are within common stock funds that are unitized stock funds valued at the NAV and include shares of common stock valued at quoted market prices, and a nominal amount of cash and cash equivalents to provide liquidity for participant directed transactions. The use of net asset value as fair value is deemed appropriate as the common/collective trust funds do not have finite lives, unfunded commitments relating to these type of investments, or significant restrictions on redemptions. This practical expedient would not be used if it is determined to be probable that the fund will sell the investment for an amount different from the reported net asset value. Net asset value of the funds are calculated daily. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation or depreciation includes the Plan's gains and losses on investments bought and sold as well as held during the year.
There were no changes in the valuation methodologies used at December 31, 2025 and 2024 compared to prior year.
See Note 3 for further discussion of the fair value of the Plan's investments.
(e) Notes Receivable from Participants
Notes receivable from participants are recorded at amortized cost plus accrued interest.
(f) Payment of Benefits
(3) Fair Value Measurements
The fair value hierarchy established by the standard on fair value measurements includes three levels which are based on the priority of the inputs to the valuation technique, along with net asset value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. In accordance with the standard on fair value, the Plan's financial assets and liabilities that are recorded on the Statements of Net Assets Available for Benefits are categorized based on the inputs to the valuation techniques as follows:
Level 1. Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that we have the ability to access.
Level 2. Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.
Level 3. Financial assets and liabilities whose values are based on model inputs that are unobservable.
NAV. Financial assets measured at net asset value as a practical expedient in determining fair value.
The following table presents our fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 and 2024, respectively:
5
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2025 and 2024
| December 31, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | NAV | Total | ||||||||||||||||||||
| Corporate bond funds | $ | $ | $ | $ | |||||||||||||||||||
| Mutual funds | |||||||||||||||||||||||
| Common stock | |||||||||||||||||||||||
| Employer common stock | |||||||||||||||||||||||
| Common/collective trust funds measured at net asset value | |||||||||||||||||||||||
| Total investments | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| Level 1 | Level 2 | NAV | Total | ||||||||||||||||||||
| Corporate bond funds | $ | $ | $ | $ | |||||||||||||||||||
| Mutual funds | |||||||||||||||||||||||
| Common stock | |||||||||||||||||||||||
| Employer common stock | |||||||||||||||||||||||
| Common/collective trust funds measured at net asset value | |||||||||||||||||||||||
| Total investments | $ | $ | $ | $ | |||||||||||||||||||
The Plan's level 1 and level 2 fair value measures are provided by a third-party pricing service, which management believes to be reasonable. This pricing service is a leading global provider of financial market data, analytics and related services to financial institutions. See Note 2(d) for a description of the fair value measures used for each type of investment.
The Plan has no assets or liabilities measured at fair value which are categorized as level 3.
The common/collective trust funds shown above are valued using NAV at year-end and are excluded from the fair value hierarchy in accordance with relevant accounting standards.
(4) Investments
Common/Collective Trust Funds
The Plan is invested in common/collective trust funds, the majority of which are managed by BlackRock Institutional Trust Company, N.A. Target date BlackRock LifePath index funds are collective investment trusts that invest in securities and other assets with the objective of providing for retirement outcomes consistent with investor preferences throughout the savings and drawdown phase based on quantitatively measured risk that investors, on average, may be willing to accept.
In addition to the target date funds, the following is a description of the larger common/collective trust fund balances within the Plan. The BlackRock Equity Index Fund J is an index fund with a primary investment strategy of approximating as closely as practicable the capitalization weighted total rate of return of that segment of the U.S. market for publicly traded equity securities represented by the larger capitalized companies. The BlackRock Russell 2000 Index Fund is an index fund with a primary investment strategy of approximating as closely as practicable the capitalization weighted total return of that segment of the U.S. market for publicly traded equity securities represented by the Russell 2000® Index. The BlackRock Mid-Capitalization Equity Index Fund M is an index fund with a primary investment strategy of approximating as closely as practicable the capitalization weighted total rate of return of that segment of the U.S.market for publicly traded equity securities represented by the medium capitalized companies.
The Galliard Stable Return Fund PI is a common/collective trust that is fully invested in the Galliard Stable Return Fund Core, of which the majority is invested in fixed income portfolios that are wrapped by stable value contracts. The Plan reports its investment in the Galliard Stable Return Fund PI at fair value using the net asset value of the units held by the fund at year-end as a practical expedient. The Galliard Stable Return Fund PI does not invest directly in fully benefit-responsive contracts, and therefore the Plan is not required to include in the financial statements the disclosure requirements for investments in fully benefit-responsive contracts or stable value funds.
6
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2025 and 2024
Mutual Funds
The Plan is invested in mutual funds, which are managed by the Vanguard Group and Harbor Capital Advisors. Mutual funds are pooled investment vehicles registered under the Investment Company Act of 1940. Each mutual fund invests in a diversified portfolio of securities based on its stated investment objective.
Employer Common Stock
(5) Transactions with Parties-in-Interest
Certain plan investments are shares of common collective trust funds and shares of corporate bond funds managed by Principal. During the years ended December 31, 2025 and 2024, Principal was the trustee as defined by the Plan, and therefore, transactions with Principal during the aforementioned years qualify as party-in-interest transactions. As described in Notes 2(c) and 4, Plan investments also include shares of the common stock of the Company.
(6) Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in the Company's contributions as applicable.
(7) Tax Status
The Internal Revenue Service has determined and informed the Company by a letter dated June 4, 2014, that the Plan and related trust are designed in accordance with applicable sections of the IRC. The Plan was amended July 20, 2015 and is no longer intended to qualify as a stock bonus plan satisfying the requirements of an employee stock ownership plan within the meaning of section 4975(e)(7) of the IRC. There have been other amendments to the Plan since the determination letter was received. However, the plan administrator and the Plan's tax counsel believe that the plan is designed and is currently being operated in compliance with the applicable provisions of the IRC.
(8) Subsequent Events
7
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN
Supplemental Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2025
EIN: 16-1725106
Plan No. 001
| Identity of issue, borrower, lessor, or similar party | Description of Investment | |||||||||||||||||||||||||
| Shares/units | Cost | Current value | ||||||||||||||||||||||||
| Common/collective trust funds: | ||||||||||||||||||||||||||
| BlackRock | BlackRock Equity Index Fund J | ** | ||||||||||||||||||||||||
| BlackRock | BlackRock Lifepath Index Retirement N Fund | ** | ||||||||||||||||||||||||
| BlackRock | BlackRock Lifepath Index 2030 N Fund | ** | ||||||||||||||||||||||||
| BlackRock | BlackRock Lifepath Index 2035 N Fund | ** | ||||||||||||||||||||||||
| BlackRock | BlackRock Lifepath Index 2040 N Fund | ** | ||||||||||||||||||||||||
| BlackRock | BlackRock Lifepath Index 2045 N Fund | ** | ||||||||||||||||||||||||
| BlackRock | BlackRock Lifepath Index 2050 N Fund | ** | ||||||||||||||||||||||||
| BlackRock | BlackRock Lifepath Index 2055 N Fund | ** | ||||||||||||||||||||||||
| BlackRock | BlackRock Lifepath Index 2060 N Fund | ** | ||||||||||||||||||||||||
| BlackRock | BlackRock Lifepath Index 2065 N Fund | ** | ||||||||||||||||||||||||
| BlackRock | BlackRock Mid-Capitalization Equity Index Fund M | ** | ||||||||||||||||||||||||
| BlackRock | BlackRock MSCI EAFE Equity Index Fund M | ** | ||||||||||||||||||||||||
| BlackRock | BlackRock Russell 2000 Index Fund M | ** | ||||||||||||||||||||||||
| BlackRock | BlackRock US Treasury Inflation Protected Securities Fund | ** | ||||||||||||||||||||||||
| BlackRock | BlackRock US Debt Index Fund M | ** | ||||||||||||||||||||||||
| Fidelity Investments | Fidelity Advisor International Capital Appreciation Fund Z | ** | ||||||||||||||||||||||||
| *PGI | Principal Global Investors CIT Real Estate Securities Fund | ** | ||||||||||||||||||||||||
| Galliard | Galliard Stable Return PI | ** | ||||||||||||||||||||||||
| Corporate bond funds: | ||||||||||||||||||||||||||
| Baird | Baird Core Plus Bond Fund Class Institutional | ** | ||||||||||||||||||||||||
| *PGI | PGIM Global Total Return Fund | ** | ||||||||||||||||||||||||
| Mutual funds: | ||||||||||||||||||||||||||
| Harbor Funds | Harbor Capital Appreciation Institutional Fund | ** | ||||||||||||||||||||||||
| Vanguard | Vanguard Wellington Fund | ** | ||||||||||||||||||||||||
| Vanguard | Vanguard Equity Income Fund Admiral | ** | ||||||||||||||||||||||||
| Vanguard | Vanguard ST Inv-Grade Adm Fd | ** | ||||||||||||||||||||||||
| Vanguard | Vanguard Treasury MM Inv Fd | ** | ||||||||||||||||||||||||
Common stock: | ||||||||||||||||||||||||||
| CNNE | Cannae Holdings, Inc. Frozen Stock Fund | ** | ||||||||||||||||||||||||
| FG | F&G Annuities & Life, Inc Frozen Stock Fund | ** | ||||||||||||||||||||||||
Employer common stock: | ||||||||||||||||||||||||||
| *FNF | Fidelity National Financial, Inc. | ** | ||||||||||||||||||||||||
8
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN
Supplemental Schedule H, Line 4i - Schedule of Assets (Held at End of Year) - continued
December 31, 2025
| Identity of issue, borrower, lessor, or similar party | Description of Investment | Shares/units | Cost | Current value | ||||||||||||||||||||||
| *** *Participant loans | Participant loans, various maturities, interest rates | |||||||||||||||||||||||||
| $ | ||||||||||||||||||||||||||
___________
* Party in interest.
** Cost information has not been included because investments are participant directed.
*** The accompanying financial statements classify participant loans as notes receivable from participants
See accompanying report of independent registered public accounting firm.
9
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
| The Fidelity National Financial Group 401(k) Profit Sharing Plan | |||||||||||
| Date: | June 24, 2026 | /s/ Melissa Circelli | |||||||||
| Melissa Circelli | |||||||||||
| Trustee | |||||||||||
10
EXHIBIT INDEX
| Exhibit No. | Description | ||||||||||
| 23.1 | |||||||||||
11