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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 10, 2022
Fidelity National Financial, Inc.
(Exact name of Registrant as Specified in its Charter)
001-32630
(Commission File Number) | | | | | | | | |
| Delaware | | 16-1725106 |
(State or Other Jurisdiction of
Incorporation or Organization) | |
(IRS Employer Identification Number) |
601 Riverside Avenue
Jacksonville, Florida 32204
(Addresses of Principal Executive Offices)
(904) 854-8100
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | | | | | | | | |
| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
| FNF Common Stock, $0.0001 par value | | FNF | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On November 10, 2022, in connection with the separation and distribution of approximately 15% of the shares of common stock of its wholly-owned subsidiary F&G Annuities & Life, Inc. (“F&G”), Fidelity National Financial, Inc. (“FNF”) announced in a press release that its board of directors has declared a distribution to FNF shareholders of 68 shares of F&G’s common stock for every 1,000 shares of FNF common stock they own as of the close of business on November 22, 2022, the record date for the distribution. The distribution is expected to be effective at 12:01 a.m. Eastern time on December 1, 2022. Completion of the distribution is subject to the satisfaction or waiver of a number of conditions, including the effectiveness of the Form 10 registration statement and certain other conditions described in the information statement included in the Form 10 registration statement and in the form of Separation and Distribution Agreement, which is filed as an exhibit to the Form 10 registration statement.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| | | | | | | | |
| Item 9.01. | | Financial Statements and Exhibits |
(d) Exhibits
| | | | | | | | | | | | | | |
| | | | |
| Exhibit No. | | Exhibit Description |
| 99.1 | | | | |
| 101 | | | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | | | | | | | | | | | | | | | | | |
| | | | | |
| | Fidelity National Financial, Inc. | |
| Date: | November 10, 2022 | By: | /s/ Michael L. Gravelle | |
| | | Name: | Michael L. Gravelle | |
| | | Title: | Executive Vice President, General Counsel and Corporate Secretary | |