Fidelity National Financial (FNF) 11-KAnnual report of employee stock purchases

We have audited the accompanying statements of net assets available for benefits of the Fidelity National Financial Group 401(k) Profit Sharing Plan (the “Plan”) as of December 31, 2023 and 2022, the related statements of changes in net assets available for benefits for the years then ended, and the related notes and schedule (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 Fidelity National Financial Group 401(k) Profit Sharing Plan as of December 31, 2023 and 2022, and the changes in net assets available for benefits for the years then ended in conformity with accounting principals generally accepted in the United States of America.

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.

The Plan is a defined contribution plan covering all employees of Fidelity National Financial, Inc. (FNF, the Company or we) and its Affiliated and Related Companies, who have attained age 18, have completed 90 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.

During the years ended December 31, 2023 and 2022, 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.

There were no participant loans transferred into or out of the Plan in 2023 and 2022. There were no mergers into the Plan during 2023 or 2022.

During 2023 and 2022, 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 December 31, 2023, the Plan offered nineteen 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, 2023, 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. During the year ended December 31, 2022, 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, 2023 and 2022 was $49,831,316 and $54,553,203, 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, 2023 and 2022. All Company contributions are participant directed. Contributions are subject to certain limitations established by the Internal Revenue Service.

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.

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:

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 one 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, 2023 and 2022. Principal and interest is paid ratably through payroll deductions.

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.

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, 2023 and 2022, forfeited nonvested accounts totaled $1,470,852 and $1,455,447, respectively, all of which were used by the Plan to reduce Company contributions in the respective years.

Administrative expenses of the Plan that are not paid by the plan sponsor are paid by the Plan. Certain administrative functions are performed by employees of the Company. No such employee receives compensation from the Plan. Expenses relating to specific participant transactions (notes receivable and distributions) are charged directly to the participant’s account. Refer to footnote 1(e) for further discussion of expenses charged to participant accounts.

The financial statements of the Plan are prepared under the accrual method of accounting. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

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.

Included in the Plan's net assets available for benefits at December 31, 2023 and 2022 are investments in the Company's common stock (5,795,652 shares) amounting to $180,753,703, or approximately 7% of net assets, and (6,015,280 shares) amounting to $138,742,684, or approximately 6% of net assets, respectively. As of December 31, 2023 and 2022, this investment consists of a common stock fund in Fidelity National Financial, Inc. (NYSE: FNF).

Except for the common/collective trust fund described below, 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 of shares held by the Plan at year-end. Common stock is valued at quoted market prices. 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, 2023 and 2022 compared to prior year.

Participants also have the option to invest in the Target My Retirement® investment program. This managed program is managed by Principal, using the funds otherwise available to participants who choose to make their own investment selections.

See Note 3 for further discussion of the fair value of the Plan's investments.

Notes receivable from participants are recorded at amortized cost plus accrued interest.

Benefits are recorded when paid.

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:

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 the net asset value at year-end and are excluded from the fair value hierarchy in accordance with relevant accounting standards. 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. Net asset value of the funds are calculated daily.

As stated in Note 2(d), 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.

In addition to these common collective trust funds, the Plan participants may also choose to invest in the Target My Retirement® investment program, see Note 2(d) for further discussion about Target My Retirement®.

Dividends on FNF common stock totaled $6,535,773 and $6,434,565 in 2023 and 2022, respectively.

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, 2023 and 2022, 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.

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.

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.

It is the Plan's policy to recognize the impact of uncertain tax positions in its financial statements if, upon ultimate settlement, that position is more likely than not to be sustained. No such uncertain tax positions have been recognized by the Plan.

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