--12-31 FY 2023 This Amendment No. 1 (the "Amendment") on Form 10-K/A is being filed with respect to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on February 29, 2024 (the "Original Filing"). The Company is filing this Amendment solely to present the information required by Part III (Items 10, 11, 12, 13 and 14) of Form 10-K, which was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K. As a result of this Amendment, the Company is filing as exhibits to this Form 10-K/A the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements are contained within this Form 10-K/A, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Except as otherwise expressly set forth herein, this Amendment (i) does not amend or otherwise update any other information in the Original Filing (ii) does not reflect events occurring after the date of the Original Filing or (iii) modify or update those disclosures that may have been affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing. Terms used but not otherwise defined in the Amendment have such meaning as ascribed to them in the Original Filing. Except where otherwise noted, all references to "we", "us", "our", the "Company" or "F&G" are to F&G Annuities & Life, Inc. and its subsidiaries, taken together. true 0001934850 false

 0001934850

 2023-01-01
 2023-12-31

 0001934850

 2024-04-15

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Mark One)

 x

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 OR

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission file number 001-41490

 F&G
Annuities & Life, Inc.

 (Exact name of registrant as specified in its
charter)

 Delaware

 85-2487422

 (State or other jurisdiction of incorporation or organization)

 (I.R.S. Employer Identification No.)

 801 Grand Avenue, Suite 2600

 Des Moines, Iowa 50309

 (Address of principal executive offices, including
zip code)

 ( 515) 330-3340

 (Registrant's telephone number, including
area code)

 Securities registered pursuant to Section 12(b) of
the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common stock, par value $0.001 per share

 FG

 New York Stock Exchange

 Securities registered pursuant to section 12(g) of
the Act: None

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No x

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
 No x

 Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject
to such filing requirements for the past 90 days. Yes x No

 Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes x No

 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large
accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange
Act. (Check one):

 Large accelerated filer

 Accelerated filer

 x

 Non-accelerated filer

 Smaller reporting company

 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.

 Indicate by check
mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report Yes x No

 If the company's securities are registered
under Section 12(b), indicate by check mark whether the company's financial statements included in the Form 10-K reflect
the correction of an error to previously issued financial statements. Yes No
 x

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the company's
executive officers during the relevant recovery period pursuant to Rule 10D-1(b) under the Exchange Act. Yes No
 x

 Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes No
 x

 As of the last business day of the registrant's
most recently completed second fiscal quarter, the registrant's Common Stock was not publicly traded.

 The registrant
had outstanding 126,149,030 shares of common stock as of April 15, 2024.

 Ernst & Young LLP

 Des Moines, Iowa

 Auditor Firm ID 42

 EXPLANATORY NOTE

 This Amendment
No. 1 (the Amendment) on Form 10-K/A is being filed with respect to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on February 29, 2024 (the Original
Filing). The Company is filing this Amendment solely to present the information required by Part III (Items 10, 11, 12, 13 and
14) of Form 10-K, which was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K.

 As a result of
this Amendment, the Company is filing as exhibits to this Form 10-K/A the certifications required under Section 302 of the
Sarbanes-Oxley Act of 2002. Because no financial statements are contained within this Form 10-K/A, the Company is not including
certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 Except as otherwise
expressly set forth herein, this Amendment (i) does not amend or otherwise update any other information in the Original Filing (ii) does
not reflect events occurring after the date of the Original Filing or (iii) modify or update those disclosures that may have been
affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings
with the SEC subsequent to the Original Filing.

 Terms used but
not otherwise defined in the Amendment have such meaning as ascribed to them in the Original Filing. Except where otherwise noted, all
references to "we", "us", "our", the "Company" or "F&G" are to F&G
Annuities & Life, Inc. and its subsidiaries, taken together.

 ITEM 10

 DIRECTORS
 AND OFFICERS OF THE REGISTRANT

 ITEM 11

 EXECUTIVE
 COMPENSATION

 ITEM 12

 SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14

 PRINCIPAL
 ACCOUNTING FEES AND SERVICES

 ITEM 15

 EXHIBITS

 i

 ITEM 10.
 DIRECTORS
 AND OFFICERS OF THE REGISTRANT

 Certain Information about our Directors

 Certain biographical
information for our directors is below.

 Nominees for Class II Directors
- Term Expiring in 2027 (if elected)

 Name

 Age

 Douglas
 K. Ammerman

 Chairman
 of the Audit Committee

 Member
 of the Compensation Committee

 Member
 of the Nominating and Governance Committee

 Celina
 J. Wang Doka

 Director

 Raymond
 R. Quirk

 Director

 Douglas
K. Ammerman: Mr. Ammerman has served on our board of directors since December 2022. Mr. Ammerman has also
served as a director of Fidelity National Financial, Inc. ( FNF) since 2005. Mr. Ammerman is a retired partner of
KPMG LLP, where he became a partner in 1984. Mr. Ammerman formally retired from KPMG in 2002. He also serves as a director of
Stantec Inc. since September 2011, where he serves as Chairman, as a director of Dun & Bradstreet Holdings, Inc. since
February 2019, and as a director of Cannae Holdings, Inc. since February 2024. Mr. Ammerman formerly served on the
boards J. Alexander's Holdings, Inc. and Foley Trasimene Acquisition Corp. 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 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 currently the Immediate 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 FNF since February 2022 and formerly served as Chief Executive Officer of FNF from December 2013 to February 2022.
He has also served as a director of FNF since February 2017. Previously, he had served as the President of FNF from April 2008
to December 2013. Mr. Quirk served as Co-President of FNF from May 2007 to April 2008 and as Co-Chief Operating Officer
of FNF from October 2006 until May 2007. Since joining FNF in 1985, Mr. Quirk has served in numerous executive and management
positions, including Executive Vice President, Division Manager and Regional Manager, with responsibilities for managing direct and agency
operations nationally. Mr. Quirk 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 35 years of experience with FNF, his deep knowledge of
our business and industry and his strong leadership abilities.

 Class III
Directors - Term Expiring 2025

 Name

 Age

 William
 P. Foley, II

 Director;
 Executive Chairman of the Board

 Christopher
 O. Blunt

 Director;
 President and Chief Executive Officer

 William P.
Foley, II: Mr. Foley has served as Executive Chairman of F&G since November 2022. Mr. Foley is a founder
of FNF and has served as Chairman of the board of directors of FNF since 1984. He served as Chief Executive Officer of FNF until
May 2007 and as President of FNF until December 1994. Mr. Foley has served as Chief Executive Officer and Chief
Investment Officer of Cannae Holdings, Inc. since February 2024, and as Chairman of Cannae Holdings, Inc. since
July 2017. Mr. Foley is the Managing Member and a Senior Managing Director of Trasimene Capital Management, LLC, a
private company that provides certain management services to Cannae Holdings, Inc., since 2019. Mr. Foley has also served as
non-executive Chairman of the board of directors of Dun & Bradstreet Holdings, Inc. since February 2019 and as
Executive Chairman since February 2022, Mr. Foley has served as the non-executive Chairman of the board of directors of
Alight, Inc. since April 2021 and served on the board of its predecessor, Foley Trasimene Acquisition Corp. from
May 2020 until April 2021. From January 2014 to June 2021, Mr. Foley also served as Chairman of the Board
of Black Knight, Inc. 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, from March 2020 until March 2022. Mr. Foley formerly
served as Co-Chairman of FGL Holdings, as a director of Ceridian HCM Holding Inc. from September 2013 to August 2019 and
as Vice Chairman of Fidelity National Information Services, Inc. Mr. Foley formerly served on the boards of
Austerlitz Acquisition Corporation I and Austerlitz Acquisition Corporation II and Trebia Acquisition Corp., which were blank
check companies, but resigned from those boards in April 2021. Mr. Foley formerly served as Chairman of Foley Wines Ltd., a New
Zealand company, until March 2023. 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.

 Class I Directors - Term Expiring
2026

 Name

 Age

 John
 D. Rood

 Chairman
 of the Nominating and Governance Committee

 Chairman
 of the Compensation Committee

 Member
 of the Audit Committee

 Michael
 J. Nolan

 Director

 Douglas
 Martinez

 Member
 of the Audit Committee

 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 FNF since May 2013. Mr. Rood served on the board of directors of Black Knight, Inc.
from December 2014 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 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 previously served on the board
of Alico, Inc. and currently serves on several private boards. Mr. Rood's qualifications to serve on the F&G board
of directors include his many years of experience in the real estate industry, his leadership experience as a United States Ambassador,
his financial literacy, his understanding of cybersecurity 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 (NACD). He is a Board Leadership Fellow with NACD.

 Michael J. Nolan:
 Mr. Nolan has served on our board of directors since August, 2020. Mr. Nolan has served as Chief Executive Officer
of FNF since February 2022 and previously served as President of FNF from January 2016 to February 2022. He served as
the Co-Chief Operating Officer of FNF from September 2015 to January 2016. Additionally, he served as President of Eastern
Operations for Fidelity National Title Group from January 2013 until March of 2022. He has held 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, FNF's operations in Canada, IPX, Fidelity's 1031 exchange
company, and Fidelity Residential Solutions, Fidelity's relocation company. 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.

 Douglas Martinez:
 Mr. Martinez has served on our board of directors since April 2023. Mr. Martinez has served as Chairman and CEO of
Cross Section Capital, a privately held institution with a focus on mergers & acquisitions that also provides an array
of traditional investment banking services, since May of 2019. From January 2018 to April 2019, Mr. Martinez served
as President and Chief Executive Officer for Christian Community Credit Union, a national regulated non-profit banking institution with
over 30,000 members. Mr. Martinez previously served as CEO of Cross-Section Ventures, Inc a privately held Creative Technology
and Investment entity from May of 2005 to February 2018. Mr. Martinez has 38 years of senior executive leadership
experience across multiple areas of management that include sales, strategic marketing, operations, finance, risk management and corporate/board
governance. His successful career includes holding senior executive roles with broad management and governance responsibilities for several
global organizations, including Managing Director of American Standard's Global Faucet and Brass business from June 1984 to
October 1988, Vice President, Executive Director of Price Pfister Pfaucets (which was sold to the Black & Decker
Company in 1990) from November 1988 to December 1995. Mr. Martinez also served as Senior Vice President of RSI Home Products
from January 1996 to March 1999. From February 2000 to April 2004 Mr. Martinez was active in the management
of several successful private equity investment transactions. Mr. Martinez's qualifications to serve on the F&G board
of directors include his many years of experience in a variety of leadership roles.

 Certain Information About our Executive
Officers

 The executive officers
of the Company are set forth in the table below, together with biographical information, except for Messrs. Blunt and Foley, whose
biographical information is included under the section titled "Certain Information about our Directors."

 Name

 Age

 Christopher
 Blunt

 President
 and Chief Executive Officer

 William
 P. Foley, II

 Chairman of the Board

 Wendy
 J.B. Young

 Chief
 Financial Officer

 John
 Currier

 President
 - Retail Markets

 Leena
 Punjabi

 Chief
 Investment Officer

 David
 Martin

 Chief
 Risk Officer

 Wendy J.B. Young.
 Ms. Young is the Chief Financial Officer of F&G and has served in that role since February 2022. Ms. Young has
over 35 years of insurance industry experience and over 20 years with F&G, working in a broad range of actuarial, finance and reinsurance
functions. From February 2014 to February 2022, Ms. Young served as F&G's CRO and CEO of F&G's Bermuda
reinsurance entities. As CFO, Ms. Young oversees all aspects of the corporate finance function including Chief Accounting Office,
Corporate Actuarial, FP&A, Capital and Ratings management, Reinsurance Strategy, Tax, Treasury and Transformation.

 John Currier.
 Mr. Currier has served as the President of Retail Markets since February 2021. He is responsible for business unit profit
and loss, and he oversees sales, operations, marketing, new business profitability and in-force management. Mr. Currier joined F&G
in May 2015 as Deputy Chief Actuary, was named Chief Actuary in October 2016 and was promoted to Chief Actuary and Chief Product
Officer in March 2019. Mr. Currier has over 30 years of industry experience.

 Leena Punjabi.
 Ms. Punjabi has served as Chief Investment Officer for F&G since January 2021. She oversees F&G's investment
portfolios in partnership with Blackstone Insurance Solutions. Prior to joining F&G in 2019 as VP, Asset Management, she was a Principal
at Mercer where she worked for 13 years providing investment advice to insurance companies and corporate pension plans.

 David Martin.
 Mr. Martin has served as the Company's Chief Risk Officer since April 2022, overseeing F&G's enterprise
risk management framework. Since joining F&G in 2011, Mr. Martin has been instrumental in supporting F&G's investment
portfolio strategy while serving in various senior roles at F&G, including Co-Chief Investment Officer.

 Codes of Ethics

 Our board of directors
has adopted a Code of Ethics for Senior Financial Officers, which is applicable to our Chief Executive Officer, our Chief Financial Officer
and our Chief Accounting Officer, and a Code of Business Conduct & Ethics, which is applicable to all our directors, officers
and employees. The purpose of these codes is to: (i) promote honest and ethical conduct, including the ethical handling of conflicts
of interest; (ii) promote full, fair, accurate, timely and understandable disclosure; (iii) promote compliance with applicable
laws and governmental rules and regulations; (iv) ensure the protection of our legitimate business interests, including corporate
opportunities, assets and confidential information; and (v) deter wrongdoing. Our codes of ethics are designed to maintain our commitment
to our longstanding standards for ethical business practices. Our reputation for integrity is one of our most important assets and each
of our employees and directors is expected to contribute to the care and preservation of that asset. Under our codes of ethics, an amendment
to or a waiver or modification of any ethics policy applicable to our directors or executive officers must be disclosed to the extent
required under Securities and Exchange Commission and/or New York Stock Exchange rules. We intend to disclose any such amendment or waiver
by posting it on our website at www.investors.fglife.com. Copies of our Code of Business Conduct & Ethics and our Code
of Ethics for Senior Financial Officers are available for review on our website at www.investors.fglife.com.

 Audit Committee

 The
members of the audit committee are Douglas K. Ammerman (Chair), John D. Rood, Douglas Martinez and Celina J. Wang Doka. The board has
determined that each of the audit committee members is financially literate and independent as required by the rules of the Securities
and Exchange Commission and the New York Stock Exchange, and that each of Mr. Ammerman, Mr. Rood, Mr. Martinez and Ms. Doka
is an audit committee financial expert, as defined by the rules of the Securities and Exchange Commission. The board of directors
also reviewed Mr. Ammerman's service on the audit committee in light of his concurrent service on the audit committees of
three other companies. The board of directors considered Mr. Ammerman's extensive financial and accounting background and expertise
as a former partner of KPMG, his knowledge of our company and understanding of our financial statements as a long-time director and audit
committee member, and the fact that Mr. Ammerman is retired from active employment, and determined that Mr. Ammerman's
service on the audit committees of four public companies, including F&G's audit committee, would not impair his ability to
effectively serve on F&G's audit committee. The audit committee met seven times in 2023.

 The primary functions
of the audit committee include:

 Appointing,
 compensating and overseeing our independent registered public accounting firm;

 Overseeing
 the integrity of our financial statements and our compliance with legal and regulatory requirements
 and the internal audit function;

 Conducting
 an annual self-evaluation of the performance of the audit committee and its charter;

 Overseeing
 the adequacy and effectiveness of disclosure controls and procedures and internal control
 over financial reporting;

 Discussing
 the annual audited financial statements and unaudited quarterly financial statements with
 management and the independent registered public accounting firm;

 Establishing
 procedures for the receipt, retention and treatment of complaints (including anonymous
 complaints) we receive concerning accounting, internal accounting controls, auditing matters
 or potential violations of law;

 Pre-approving
 audit and non-audit services provided by our independent registered public accounting firm;

 Discussing
 earnings press releases and financial information provided to analysts and rating agencies;

 Discussing
 with management our policies and practices with respect to risk assessment and risk
 management, including those relating to cybersecurity and ESG risk;

 Reviewing
 any material transaction between our Chief Financial Officer or Chief Accounting Officer
 that has been approved in accordance with our Code of Ethics for Senior Financial Officers,
 and providing prior written approval of any material transaction between us and our Chief
 Executive Officer;

 Producing
 an annual report for inclusion in our proxy statement, in accordance with applicable rules and
 regulations;

 Reviewing
 and approving all transactions involving an amount in excess of $120,000 in which F&G
 is to be a participant and in which any related person has a direct or indirect material
 interest; and

 Overseeing
 the adequacy and effectiveness of procedures to ensure legal and regulatory compliance with
 the Code of Conduct.

 ITEM 11.
 EXECUTIVE COMPENSATION

 Compensation Discussion and Analysis

 In this compensation discussion and analysis section,
we provide an overview and analysis of F&G's executive compensation programs. Prior to the distribution and separation from
FNF on December 1, 2022, we had been a wholly owned subsidiary of FNF and our compensation decisions were made by FNF's senior
management and the Compensation Committee of FNF's board of directors. As of December 1, 2022, the Compensation Committee of
F&G (the F&G Compensation Committee) reviewed all aspects of compensation and may make adjustments that it believes are
appropriate in structuring our executive compensation arrangements.

 The discussion below is intended to help provide an
understanding of the detailed information in the compensation tables and related narrative disclosure below. We discuss the material
elements of our compensation program and the material factors considered by the F&G Compensation Committee in making compensation
decisions. The following table identifies our named executive officers (NEOs) as of December 31, 2023, as defined by Securities
and Exchange Commission regulations:

 Named Executive
 Officers (NEOs)

 President, Chief Executive Officer and Director

 Chief Financial Officer

 President, Retail Markets

 Chief Investment Officer

 Chairman 1

 1 In connection with Mr. Foley's
appointment to the Board of Directors, he assumed the role of Executive Chairman as of December 1, 2022.

 Compensation Overview and Practices

 Overview

 The F&G Compensation Committee considered several
important qualitative and quantitative factors when determining the overall compensation of named executive officers in 2023, including:

 The executive officer's experience,
 knowledge, skills, level of responsibility and potential to influence company performance;

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

 The business environment and F&G's
 business objectives and strategy;

 F&G's financial performance
 in the prior year;

 The need to retain and motivate
 executives;

 Corporate governance and regulatory
 factors related to executive compensation; and

 Marketplace compensation levels
 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 consider 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 2023, 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 2023, 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 2023, Strategic Compensation Group recommended,
and F&G's Compensation Committee approved the below as F&G's peer group.

 American Equity Investment Life

 Jackson National

 Assurant, Inc.

 Kemper Corp

 Axis Capital

 Lincoln National Corp

 Brighthouse Financial, Inc.

 Primerica

 CNO Financial Group

 Principal Financial Group

 Equitable Holdings, Inc.

 Unum Group

 Genworth Financial

 Globe Life

 Voya Financial

 Compensation Practices of F&G

 In 2023, 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
2023 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' 2023 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.

 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 did not receive a base salary
or an annual cash incentive in 2023. F&G also provides its executive officers (other than Mr. Foley) with the same retirement
and employee benefit plans that are offered to other F&G employees. Mr. Foley did not participate in the F&G retirement
and employee benefit plans in 2023. The following table provides information regarding the elements of compensation provided to F&G's
named executive officers in 2023.

 Component

 Purpose

 Key
 Features

 Base

 Provide a fixed level of compensation

 Compensate executive officers fairly for the responsibility of the position held and reflect competitive practices

 levels set based on an assessment of:

 Level of responsibility

 Experience and time in position

 Individual performance

 Future potential

 Competitiveness

 Internal pay equity considerations

 levels are reviewed annually by the committee and adjusted as appropriate

 Short-Term
 Incentives

 Provide executive officers with incentives to achieve objectives to drive short- and long-term
 business performance

 Support attracting and retaining the best available talent

 based on achievement of

 financial and corporate objectives

 determined on

 annual basis

 Long-Term
 Incentives

 Performance Vesting Restricted Stock

 Provide executive officers with incentives to achieve long-term success

 Align executive officers' interests with the interests of our shareholders

 Vesting
 subject to

 performance objectives

 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

 Set forth below is a discussion of each component
of compensation, the rationale for each component, and how each component fits into our overall compensation philosophy.

 Base Salary

 We provide a base salary to compensate F&G's
NEOs (other than Mr. Foley) for their services rendered on a day-to-day basis during the year. Base salaries are set to attract
and retain executives with qualities necessary to ensure our short-term and long-term financial success. Base salary levels are set to
be competitive with the salaries of executives in similar positions with similar responsibilities at comparable companies. The F&G
Compensation Committee determines an executive's base salary is based on market compensation rates and individual factors, including
personal performance and contribution, experience in the role, scope of responsibility and overall impact on the business. Base salaries
are reviewed annually and adjusted when necessary to reflect market conditions as well as individual roles and performance.

 The table below shows base salaries for fiscal 2023,
on an annualized basis, for F&G's NEOs:

 Name

 2022 Base

 2023 Base

 Percent Change

 Christopher
 O. Blunt 1

 $
 800,000

 $

 -37.5
 %

 $

 $

 %

 $

 $

 %

 $
 350,000

 $
 425,000

 21.4
 %

 —

 —

 —

 1 F&G Compensation Committee reduced Mr. Blunt's base salary
and increased the value of his equity award grant.

 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) 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 establish performance targets. Performance against 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 EIP includes a financial performance component
based on the annual business plan weighted at 80% and a corporate initiatives component weighted at 20%. For fiscal 2023, the performance
metrics for the EIP were:

 Metrics

 Weighting

 Achieve the Financial Plan

 %

 Sales

 Adjusted Net Earnings,
 excluding SIE (available to common shareholders)

 Corporate Initiatives

 %

 Grow
 our reach: grow and diversify our earnings

 Engage:
 continue to drive engagement levels and engage with our policyholders, distribution and communities

 Modernize:
 execute on process improvements throughout the organization

 1 Sales and Adjusted Net Earnings are Non-GAAP financial
measures. For reconciliation with GAAP, please see " Non-GAAP Financial Measures" in our Annual Report on Form 10-K
filed with the SEC on February 29, 2024.

 The F&G Compensation Committee approved the percentage of base
salary paid for performance at the target levels depicted below. 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
2023, the bonus pool for determining individual executive incentive awards was 175% of target.

 2023
 Target Bonus

 Actual
 Bonus Earned

 % of base
 salary

 % of Target

 Name

 earnings

 ($)

 Bonus

 ($)

 %

 1,115,385

 %

 1,951,924

 %

 %

 875,000

 %

 %

 875,000

 %

 410,577

 %

 718,510

 —

 —

 —

 —

 1 Based on a pro-rated base salary.

 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. In November 2023,
the F&G Compensation Committee awarded grants of performance-based restricted stock awards of F&G common stock. These performance
vesting restricted stock awards vest over a three-year period only if the Adjusted Net Earnings (less Significant Income and Expense,
or SIE) metric for the following fiscal year is attained. SIE consists of the adjustment to the long-term assumption for the alternative
asset portfolio to remove the mark to market impacts. Thereafter, annual grants of performance vesting restricted stock awards with a
one-year performance target and three-year vesting schedule will be considered on an annual basis. In establishing these awards, the
F&G Compensation Committee considered its desire to strategically align the long-term incentives to the long-term success of business
F&G. 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.

 Equity grants awarded prior to 2022 were granted under
the long-term incentive plans of FNF and were designed similar to the current F&G equity grants. Our NEOs continue to hold these
FNF awards following our separation and distribution.

 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.

 The table below shows the performance restricted stock
awards granted to our NEOs in 2023.

 Name

 Date of
 Grant

 # of shares

 Value at

 Grant

 Vesting Schedule

 Performance

 Metric

 2023

 196,996

 8,000,008

 2024

 2023

 2024

 2023

 2024

 2023

 16,006

 650,004

 2024

 2023

 160,060

 6,500,037

 2024

 Employment and Other Severance, 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."

 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 2023 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 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 2023 see "Summary Compensation Table."

 Nonqualified Deferred Compensation Arrangements

 F&G participates in the FNF 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. See the narrative description following the table entitled "Nonqualified Deferred Compensation"
 below for more information surrounding the terms of the nonqualified deferred compensation plan. Commencing on January 1, 2024,
our executives were eligible to participate in the F&G Annuities & Life, Inc. Deferred Compensation Plan.

 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.

 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 2023.

 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.

 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:

 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

 Our named executive officers and our board of
directors maintain significant long-term investments in our company. As of December 31, 2023, 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 2,258,973 shares of
our common stock as of April 15, 2024, which represents approximately 1.8% of our outstanding common stock with a value of approximately
$81,051,951 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.

 Summary Compensation Table

 The following table summarizes the total compensation paid to our
NEOs for the fiscal year ended December 31, 2023, December 31, 2022 and December 31, 2021, as applicable.

 Non-Equity

 Stock

 Option

 Incentive
 Plan

 All
 other

 Principal

 Fiscal

 Bonus

 Name

 Year

 ($)

 ($)

 ($)(a)

 ($)

 ($)(b)

 ($)(c)

 Total

 President, Chief Executive Officer and Director

 2023

 557,693

 —

 8,000,008

 —

 1,951,924

 84,045

 10,593,669

 2022

 800,000

 6,176,211

 3,200,000

 204,176

 10,380,387

 2021

 800,000

 3,520,000

 2,350,000

 61,847

 6,731,847

 Wendy J.B.

 Chief

 2023

 —

 —

 875,000

 36,535

 2,561,569

 Young

 Financial

 2022

 462,981

 877,521

 955,000

 49,314

 2,344,816

 Officer

 2021

 350,000

 550,000

 625,000

 42,981

 1,567,981

 John D.

 President,

 2023

 —

 —

 875,000

 78,569

 2,603,604

 Currier

 Retail

 2022

 485,577

 882,952

 970,000

 78,997

 2,417,526

 Markets

 2021

 416,923

 750,000

 725,000

 41,687

 1,933,610

 Leena

 Chief

 2023

 410,577

 —

 650,004

 —

 718,510

 24,045

 1,803,136

 Punjabi

 Investment Officer

 William P.

 2023

 —

 —

 6,500,037

 —

 —

 —

 6,500,037

 Foley

 Chairman

 2022

 9,000,021

 9,000,021

 (a)
 Represents the grant date
 fair value of performance restricted stock awards computed in accordance with Financial Accounting
 Standards Board Accounting Standards Clarification ( 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,
 2023, filed with the Securities Exchange Commission on February 29, 2024, for further
 information regarding these awards.

 (b)
 The amounts reported in this column
 reflect amounts earned under our EIP for all NEOs (other than Mr. Foley) in such
 fiscal year.

 (c)
 All other compensation for fiscal
 2023 was as follows:

 Name

 401(k)

Match ($)(1)

 Profit

 Sharing

 ($) (1)

 Life

 Insurance

 premium ($)

 Long Term

 Insurance

 Premium

($)

 FNF ESPP

Match

Earnings

 ($) (2)

 Other ($) (3)

 Total ($)

 16,500

 6,600

 —

 60,000

 —

 84,045

 16,500

 6,600

 1,408

 9,988

 1,094

 36,535

 16,500

 6,600

 4,963

 35,120

 14,441

 78,569

 16,500

 6,600

 —

 —

 —

 24,045

 —

 —

 —

 —

 —

 —

 —

 (1)
 Details on the 401(k) match
 and profit sharing are described in Compensation Discussion and Analysis.

 (2)
 Represents amounts earned under
 the FNF Employee Stock Purchase Plan prior to the date of the separation and distribution. Details on the match are described
in Compensation Discussion and Analysis.

 (3)
 Represents amounts related to spouse/partner
 travel to an offsite executive work meeting.

 Grants of Plan-Based Awards

 The following table sets forth information concerning
estimated possible payouts under non-equity incentive plan awards for fiscal 2023 performance and equity incentive plan awards granted
in fiscal 2023 to our NEOs.

 Estimated Possible Payouts

 Estimated Possible Payouts

 Grant Date

 under Non-Equity Incentive

 under Equity Incentive

 Fair Value

 Plan Awards (a)

 Plan Awards (b)

 of Stock

 Threshold

 Target

 Maximum

 Threshold

 Target

 Maximum

 Name

 Grant Date

 ($)

 ($)

 ($)

 (#)

 (#)

 (#)

 ($) (c)

 2/14/2023

 557,693

 1,115,385

 2,230,770

 —

 —

 —

 —

 —

 —

 —

 —

 196,996

 —

 8,000,008

 2/14/2023

 250,000

 —

 —

 —

 —

 —

 —

 —

 —

 —

 2/14/2023

 250,000

 —

 —

 —

 —

 —

 —

 —

 —

 —

 2/14/2023

 205,289

 410,577

 821,154

 —

 —

 —

 —

 —

 —

 —

 —

 16,006

 —

 650,004

 —

 —

 —

 —

 160,060

 —

 6,500,037

 (a)
 Represents the potential amounts
 for annual EIP incentives for fiscal 2023. Actual amounts earned by the NEOs are reflected
 in the Summary Compensation Table under
the "Non-Equity Incentive Plan Compensation" column.

 (b)
 Represents F&G performance restricted stock awards that
 vest in equal installments starting in November 2024 if Adjusted Net Earnings goal is
 achieved for calendar year 2024. 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."

 (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, 2023, filed with the Securities Exchange Commission on February 29, 2024, for further information regarding these 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."

 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 2023.

 Option Awards (a)

 Stock Awards

 Equity

 Equity

 Incentive

 Incentive

 Plan

 Plan

 Awards:

 Awards:

 Market or

 Number of

 Payout Value

 Number of

 Number of

 of Shares

 Market

 Unearned

 of Unearned

 Securities

 Securities

 or Units

 Value of

 Shares,

 Shares,

 Underlying

 Underlying

 of Stock

 Shares or

 Units or

 Units or

 Unexercised

 Unexercised

 that

 Units that

 Other Rights

 Other Rights

 Options

 Options

 Option

 Option

 Have Not

 Have Not

 That Have

 That Have

 Exercisable

 Unexercisable

 Exercise

 Expiration

 Vested

 Vested

 Not Vested

 Not Vested

 Name

 (#) (a)

 (#)

 Price ($)

 Date

 (#)

 ($)

 (#)

 ($)

 405,182

 —

 39.10

 12/21/2025

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 24,303
 (b)

 1,239,939
 (c)

 —

 —

 —

 —

 —

 —

 183,487
 (d)

 8,440,402
 (e)

 —

 —

 —

 —

 —

 —

 1,653
 (f)

 76,038
 (e)

 —

 —

 —

 —

 —

 —

 196,996
 (g)

 9,061,816
 (e)

 —

 —

 —

 —

 —

 —

 3,798
 (b)

 193,774
 (c)

 —

 —

 —

 —

 —

 —

 25,994
 (d)

 1,195,724
 (e)

 —

 —

 —

 —

 —

 —

 (f)

 11,868
 (e)

 —

 —

 —

 —

 —

 —

 (g)

 1,302,674
 (e)

 77,468

 —

 39.10

 5/15/2025

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 5,179
 (b)

 264,233
 (c)

 —

 —

 —

 —

 —

 —

 25,994
 (d)

 1,195,724
 (e)

 —

 —

 —

 —

 —

 —

 (f)

 16,192
 (e)

 —

 —

 —

 —

 —

 —

 (g)

 1,302,674
 (e)

 —

 —

 —

 —

 —

 —

 1,036
 (b)

 52,857
 (c)

 —

 —

 —

 —

 —

 —

 9,175
 (d)

 422,050
 (e)

 —

 —

 —

 —

 —

 —

 (f)

 3,266
 (e)

 —

 —

 —

 —

 —

 —

 16,006
 (g)

 736,276
 (e)

 —

 —

 —

 —

 —

 —

 275,230
 (d)

 12,660,580
 (e)

 —

 —

 —

 —

 —

 —

 160,060
 (g)

 7,362,760
 (e)

 (a)
 Amounts represent FNF stock options.

 (b)
 Amounts represent FNF performance
 restricted stock awards that will vest on November 4, 2024.

 (c)
 The amounts reported are based
 on a FNF common stock price of $51.02, which was the closing price on December 29, 2023
 (i.e., the last trading day in fiscal 2023).

 (d)
 Amounts represent F&G performance
 restricted stock awards that will vest in equal installments on December 1, 2023, December 1, 2024 and December 1,
2025.

 (e)
 The amounts reported are based
 on a F&G common stock price of $46.00, which was the closing price on December 29,
 2023 (i.e., the last trading day in fiscal 2023).

 (f)
 Amounts represent F&G dividend
 share awards that will vest on November 4, 2024.

 (g)
 Amounts represent F&G performance
 restricted stock award that will vest that will vest in equal installments on November 15,
 2024, November 15, 2025 and November 15,
2026.

 The following table sets forth
information concerning each exercise of stock option, and each vesting of stock during the fiscal year ended December 31, 2023 for
each of the F&G NEOs on an aggregated basis:

 Option Exercises and Stock Vested

 Option Awards

 FNF Stock Awards

 F&G Stock Awards

 of Shares

 of Shares

 of Shares

 Acquired on

 Value Realized

 Acquired on

 Value Realized

 Acquired on

 Value Realized

 Name

 Exercise (#)

 on Exercise ($)

 Vesting (#)

 on Vesting ($)

 Vesting (#)

 on Vesting ($)

 359,510

 6,571,270

 70,560

 3,222,751

 96,540

 3,593,904

 58,304

 349,546

 11,026

 503,600

 13,746

 510,986

 83,505

 946,520

 12,407

 562,734

 13,840

 514,073

 —

 —

 2,159

 101,657

 4,733

 177,218

 —

 —

 —

 —

 137,615

 5,199,095

 Pension Benefits

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

 Nonqualified Deferred Compensation

 The following table provides information concerning
the nonqualified deferred compensation of each of the participating NEOs in 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, 2023. Starting January 1, 2021, eligible participants could participate in the FNF Deferred Compensation
Plan. The FGLH Deferred Compensation Plan was frozen to new contributions but maintained moving forward.

 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 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.

 FNF Deferred Compensation Plan

 Balance at

 Registrant

 Beginning of

 Contributions

 Contributions

 Earnings in

 Balance at Last

 Last Fiscal

 in Last Fiscal

 in Last Fiscal

 Last Fiscal

 Withdrawals/

 Fiscal Year End

 Name

 Year ($)

 Year ($) (a)

 Year ($) (b)

 Year ($) (c)

 Distributions ($)

 ($)

 —

 —

 —

 —

 —

 —

 458,098

 913,458

 —

 264,541

 —

 1,636,096

 144,463

 296,108

 —

 66,775

 —

 507,347

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 (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 2023.

 (b)
 FNF does not provide employer contributions
 under this plan.

 FGLH Executive Nonqualified Deferred Compensation
Plan

 Balance at

 Registrant

 Beginning of

 Contributions

 Contributions

 Earnings in

 Balance at Last

 Last Fiscal

 in Last Fiscal

 in Last Fiscal

 Last Fiscal

 Withdrawals/

 Fiscal Year End

 Name

 Year ($)

 Year ($)

 Year ($) (a)

 Year ($) (b)

 Distributions ($)

 ($)

 —

 —

 —

 —

 —

 —

 1,285,434

 —

 —

 272,346

 —

 1,557,780

 360,408

 —

 —

 47,383

 —

 407,791

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 (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 2023.

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

 Potential Payments upon Termination or Change in Control

 Employment Agreements and Related Agreements with
Named Executive Officers

 Employment Agreement with Christopher O. Blunt

 Mr. Blunt's employment agreement, which
became effective on February 6, 2019, provides that upon a termination without "cause" or by Mr. Blunt for "good
reason," each as defined in the agreement, he will be entitled to receive severance benefits equal to three times his base salary,
acceleration of the stock options, and eighteen months of benefit continuation. He is also entitled to acceleration of certain options
upon termination without cause or for good reason within 12 months following a change in control of the Company. In addition, Mr. Blunt
will be subject to certain restrictive covenants that apply both during his employment with the Company and for certain durations afterwards.
Mr. Blunt is also eligible under his employment agreement to use private air travel for personal or family purposes with an annual
value of no more than $350,000 per year with a program selected by F&G, which is provided on a "tax grossed-up basis"
to the extent the economic equivalent is taxable to Mr. Blunt. In 2023, Mr. Blunt did not use such private air travel for personal
or family purposes.

 Employment Agreement with Wendy J.B. Young

 Ms. Young's employment agreement, which became
effective on November 14, 2013, provides that Ms. Young's compensation will determined by the Company and that she
is entitled to certain severance amounts if terminated without cause, the amount of which is based on her tenure with the Company
and ranges from 39 to 52 weeks of base salary. Ms. Young will be subject to certain restrictive covenants that apply both
during her employment with the Company and for certain durations afterwards.

 F&G Severance Plan

 Pursuant to the F&G 2015 Severance Plan (the Severance
Plan), upon a termination without cause prior to a change in control, Mr. Currier would be entitled to a severance payment
equal to two (2) weeks of base salary for each full year of service with a minimum of four (4) weeks. Upon a termination
without cause within 12 months following a change in control, Mr. Currier and Ms. Young will be entitled to a severance
payment equal to 52 weeks of base salary, an amount equal to the target annual bonus, a pro-rated annual target bonus and 12 months
of subsidized COBRA coverage. Mr. Foley was not a participant under the Severance Plan in 2023.

 The following table sets forth the estimated amount of
compensation each of our NEOs would receive under the termination or change in control provisions contained in the agreements and
plans discussed above, assuming that such termination or change in control event occurred on December 31, 2023. The table
excludes (i) amounts accrued through the termination date that would be paid in the normal course of continued employment, such
as accrued but unpaid salary, (ii) vested account balances under our 401(k) plan that are generally available to all of
our employees, (iii) vested stock options as of December 31, 2023, and (iv) except as indicated in the footnotes
below, any post-employment benefit that is available to all of our employees and does not discriminate in favor of our NEOs.

 Nonqualified

 Deferred

 Other

 Severance

 Severance

 Equity

 Benefits

 Name

 Termination
 Trigger

 (Salary)
 ($) (a)

 (Bonus)
 ($) (b)

 Vesting
 ($) (c)

 ($) (d)

 ($) (e)

 Total
 ($)

 Involuntary termination
 w/o cause

 1,500,000

 —

 —

 —

 20,040

 1,520,040

 —

 —

 —

 —

 18,269

 18,269

 —

 —

 —

 —

 —

 —

 Death

 —

 —

 —

 18,269

 1,018,269

 —

 —

 —

 18,269

 1,018,269

 1,500,000

 —

 17,502,218

 —

 20,040

 19,022,258

 Involuntary termination w/o cause

 461,538

 —

 —

 3,193,876

 33,929

 3,689,344

 —

 —

 —

 3,193,876

 19,231

 3,213,107

 —

 —

 —

 —

 —

 —

 Death

 —

 —

 3,193,876

 —

 3,693,876

 —

 —

 3,193,876

 19,231

 3,713,107

 2,498,398

 —

 35,265

 4,033,663

 Involuntary termination w/o cause

 153,846

 —

 —

 16,261

 1,085,244

 —

 —

 —

 9,808

 924,945

 —

 —

 —

 —

 —

 —

 Death

 —

 —

 —

 —

 —

 —

 —

 9,808

 924,945

 2,498,398

 —

 29,167

 4,027,565

 Involuntary termination w/o cause

 65,385

 —

 —

 —

 12,584

 77,968

 —

 —

 —

 —

 11,442

 11,442

 —

 —

 —

 —

 —

 —

 Death

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 11,442

 11,442

 425,000

 850,000

 1,158,326

 —

 18,290

 2,451,616

 Involuntary termination w/o cause

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 Death

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 20,023,340

 —

 —

 20,023,340

 (a)
 Under
 the terms of the employment agreements and the Severance Plan, severance pays out in a lump
 sum. Amounts payable in this column may be subject to the NEO executing and not revoking
 a release of claims against the Company. This column does not include any required notice
 periods pursuant to an employment agreement or Severance Plan.

 (b)
 Amounts
 in this column include, if provided in an employment agreement with the NEO, a pro-rata bonus
 for the year of termination upon certain types of terminations,

 (c)
 The
 amounts reported assume full vesting and for performance-based awards at target level of
 performance, based on a F&G common stock price of $46.00, which was the closing price
 on December 29, 2023 (i.e., the last trading day of fiscal 2023). In the case of a change
 in control of F&G, the FNF options and FNF restricted stock held by our NEOs will not
 be accelerated.

 (d)
 For
 any participating NEO, the vested balance of the deferred compensation accounts will be distributed
 upon death, disability or separation from service.

 (e)
 Amounts
 include any accrued vacation as of December 31, 2023, which would be paid out upon a
 termination.

 (f)
 As
 of December 31, 2023, none of our NEOs were retirement eligible.

 Compensation Committee Interlocks and Insider Participation

 The compensation committee is currently composed of
John D. Rood (Chair) and Douglas K. Ammerman. During fiscal year 2023, no member of the compensation committee was a former or current
officer or employee of F&G or any of its subsidiaries. In addition, during fiscal year 2023, none of our executive officers served
(i) as a member of the compensation committee or board of directors of another entity, one of whose executive officers served on
our compensation committee, or (ii) as a member of the compensation committee of another entity, one of whose executive officers
served on our board.

 Compensation Committee Report

 The compensation committee has reviewed and discussed
the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management, and the compensation committee
recommended to the board that the Compensation Discussion and Analysis be included in this Form 10-K/A.

 CEO Pay Ratio

 As required by the Dodd-Frank Wall Street Reform and
Consumer Protection Act, we are providing the following information about the relationship of the annual total compensation of our CEO
and the annual total compensation of our employees for 2023, which we refer to as the CEO pay ratio. Our CEO pay ratio information
is a reasonably good faith estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

 The ratio of the annual total compensation of our
CEO, calculated as described above, to the median of the annual total compensation of all employees for 2023 was 86 to 1. This ratio
was based on the following:

 The annual total compensation of
 our CEO, determined as described above, was $10,593,669; and

 The median of the annual total compensation
 of all employees (other than our CEO), determined in accordance with SEC rules, was $123,625.

 Methodology for Determining Our Median Employee: For purposes
of the above CEO pay ratio disclosure, we are required to identify a median employee based on our worldwide workforce, without regard
to their location, compensation arrangements, or employment status (full-time versus part-time). The median employee is determined by
identifying the employee whose compensation is at the median of the compensation of our employee population (other than our CEO). Accordingly,
to identify the median employee from our employee population as of December 31, 2023, the methodology and the material assumptions
and estimates that we used were as follows:

 Employee Population: We determined that, as of December 31,
2023, the date we selected to identify the median employee, our total global employee population consisted of approximately 1,167 individuals
working for F&G.

 Compensation Measure Used to Identify the Median Employee: For
purposes of measuring the compensation of our employees to identify the median employee, we selected base salary wages and overtime pay,
plus paid incentive bonus through December 31, 2023, as the compensation measure.

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

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

 Annual Total Compensation of Median Employee: To determine
the annual total compensation of the median employee, we identified and calculated the elements of that employee's compensation
for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation in the
amount of $123,625.

 Annual Total Compensation of Chief Executive Officer: With
respect to the annual total compensation of our CEO, in accordance with SEC rules, we included the amount reported for Mr. Blunt
in the "Total" column for 2023 in the Summary Compensation Table included in this Form 10-K/A

 Director Compensation

 Mr. Foley and Mr. Blunt received no additional
compensation for services as a member of our board in 2023. In 2023, all non-employee directors received a pro-rated annual retainer
of $90,000, payable quarterly. In 2023, 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 addition, in 2023 each non-employee
director received a long-term incentive award of 5,172 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, subject to the achievement of performance-based criteria.

 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.

 The following table sets forth information concerning
the compensation of our non-employee directors for the fiscal year ending December 31, 2023.

 All Other

 Fees Earned or

 Stock Awards

 Name

 Paid
 in Cash ($) 1

 ($) 2

 ($)

 Total ($)

 Douglas K. Ammerman

 144,589

 —

 354,624

 Michael J. Nolan

 90,000

 —

 300,035

 Raymond R. Quirk

 90,000

 —

 300,035

 John D. Rood

 146,411

 —

 356,446

 Douglas Martinez

 78,750

 —

 288,785

 Celina J. Wang Doka

 50,992

 —

 261,027

 Represents the cash portion of annual board
 and committee retainers and meeting fees earned for services as a F&G director in 2023
 for all directors.

 Amounts shown for
 all directors represent the grant date fair value of a restricted stock award granted in
 2023, 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, 2023, filed with the
 Securities Exchange Commission on February 29, 2024. Restricted stock awards granted for the fiscal year ended
 December 31, 2023 for each director were as follows: Mr. Ammerman 5,172; Mr. Nolan
 5,172; Mr. Quirk 5,172; Mr. Rood 5,172; Mr. Martinez 5,172; and Ms. Doka
 5,172. The fair value of the awards as shown above is based on a per share fair value of
 $40.61 for each director. As of December 31, 2023, F&G restricted stock awards outstanding
 for each director were as follows: Mr. Ammerman 11,289; Mr. Nolan 11,289; Mr. Quirk
 11,289; Mr. Rood 11,289; Mr. Martinez 13,581; and Ms. Doka 11,350.

 ITEM 12.
 SECURITY OWNERSHIP OF CERTAIN
 BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Security Ownership of Certain Beneficial
Owners

 The number of
our common shares beneficially owned by each individual or group is based upon information in documents filed by such person with
the Securities and Exchange Commission, other publicly available information or information available to us. Percentage ownership in
the following tables is based on 126,149,030 shares of our common stock outstanding as of April 15, 2024. Unless otherwise
indicated, each of the shareholders has sole voting and investment power with respect to the shares of our common stock beneficially
owned by that shareholder. The number of shares beneficially owned by each shareholder is determined under rules issued by the
Securities and Exchange Commission.

 Security Ownership of Certain Beneficial
Owners

 The following table sets forth information
regarding beneficial ownership of our common stock by each shareholder who is known by the Company to beneficially own 5% or more of
such class:

 Name

 Shares Beneficially Owned 1

 Percent of Series 2

 Fidelity National Financial, Inc.

 106,442,551

 84.4
 %

 Based
 on information as of April 15, 2024.

 Applicable
 percentages based on shares of our common stock outstanding as of April 15, 2024.

 Security Ownership of Management
and Directors

 The following table sets forth information
regarding beneficial ownership as of April 15, 2024, of our common stock by:

 Each
 of our directors and nominees for director;

 Each
 of the named executive officers as defined in Item 402(a)(3) of Regulation S-K promulgated
 by the Securities and Exchange Commission; and

 All
 of our executive officers and directors as a group.

 Name 1

 Number of Shares

 Total

 Percent of Total

 William P. Foley, II 2

 1,146,805

 1,146,805

 *

 632,351

 632,351

 *

 Raymond R. Quirk 3

 166,723

 166,723

 *

 66,436

 66,436

 *

 63,618

 63,618

 *

 Michael J. Nolan 4

 40,846

 40,846

 *

 John D. Rood

 30,058

 30,058

 *

 Douglas K. Ammerman

 36,263

 36,263

 *

 David Martin

 23,521

 23,521

 *

 28,366

 28,366

 *

 Douglas Martinez

 13,581

 13,581

 *

 Celina J. Wang Doka

 11,350

 11,350

 *

 All directors and officers (12 persons)

 2,258,973

 2,258,973

 1.8
 %

 * Represents less than 1% of our common
stock.

 The
 business address of each beneficial owner is c/o F&G Annuities & Life, Inc.,
 801 Grand Avenue, Suite 2600, Des Moines, Iowa 50309.

 Includes 152,668 shares of our
 common stock held by Folco Development Corporation, of which Mr. Foley and his spouse
 are the sole shareholders; 48,151 shares of our common stock owned by the Foley Family Charitable
 Foundation, and 86,076 shares held by BilCar LLC.

 Includes
 94,520 shares held by the Quirk 2002 Trust, and 3,209 shares held by the Raymond Quirk 2004
 Trust.

 Includes
 753 shares held by the Michael J. Nolan Trust.

 Securities Authorized for Issuance
Under Equity Compensation Plans

 of Securities

 Remaining
 Available

 for
 Future Issuance

 Under
 Equity

 Plans

 of Securities

 (Excluding
 Securities

 to
 be Issued

 Weighted
 Average

 to
 be Issued

 Upon
 Exercise of

 Exercise
 Price of

 Upon
 Exercise of

 Outstanding
 Options,

 Outstanding
 Options,

 Outstanding
 Options,

 Plan Category

 Warrants
 and Rights

 Warrants
 and Rights

 Warrants
 and Rights)

 Equity compensation plans approved by security holders

 —

 —

 4,215,858

 Equity compensation plans not approved
 by security holders

 —

 —

 —

 Total

 —

 —

 4,215,858

 Subject
 to the terms of the 2022 F&G Omnibus Plan, we have authorized the issuance of up to 6
 million shares of common stock. As of December 31, 2023, there were 1,784,142 shares
 of restricted stock outstanding under the 2022 F&G Omnibus Plan. Awards granted vest
 over a three-year period and have a performance restriction that must be met for shares awarded
 to vest. If the performance restriction is not satisfied during the measurement period all
 of the shares that do not satisfy the performance criteria will be forfeited to the Company
 for no consideration. 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, 2023, filed with the Securities Exchange Commission
 on February 29, 2024, for further information regarding these awards.

 ITEM 13.
 CERTAIN RELATIONSHIPS AND
 RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Status as a Controlled Company

 Because FNF owns approximately
84% of the shares of outstanding F&G common stock, we are a controlled company within the meaning of the rules of the New York Stock
Exchange. In accordance with a provision in New York Stock Exchange rules for controlled companies, the Company is not required to comply
with New York Stock Exchange listing standards that provide for (1) a majority of the Board of Directors being composed of independent
directors, (2) a nominating/corporate governance committee composed solely of independent directors and (3) a compensation committee composed
solely of independent directors. Notwithstanding these exemptions, all the members of our Compensation Committee and Nominating and Governance
Committee are independent in accordance with the New York Stock Exchange listing standards. This may change in the future, however, at
the Company's discretion.

 The controlled company exemptions do not modify
the independence requirements for the audit committee, and we have complied with the requirements of the Sarbanes-Oxley Act and the New
York Stock Exchange.

 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, 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 that Messrs. Ammerman and Rood serve on the board of directors of FNF
and determined that these relationships were not of a nature that would impair their independence.

 Certain Relationships and Related
Person Transactions

 Certain Relationships and Related
Transactions

 Agreements with FNF

 On March 16,
2022, FNF announced its intention to partially spin off F&G through a dividend to FNF shareholders (the Spin-Off). On December 1,
2022, FNF distributed, on a pro rata basis, approximately 15% of the common stock of F&G. The purpose of the Spin-Off was to enhance
and more fully recognize the overall market value of each company. FNF retained control of F&G through ownership of approximately
85% of F&G common stock.

 We and FNF have overlapping executive
officers and directors. William P. Foley, II, our executive Chairman, also serves as non-executive Chairman and is a director of
FNF; Raymond Quirk, our director, has served as Executive Vice-Chairman of FNF since February 2022 and formerly served as Chief
Executive Officer of FNF from December 2013 to February 2022; Michael J. Nolan, our director, has served as Chief Executive
Officer of FNF since February 2022 and previously served as President of FNF from January 2016 to February 2022; Douglas
K. Ammerman, our director, also serves as a director of FNF; and John D. Rood, our director also serves as a director of FNF. In order
to govern certain of the ongoing relationships between us we have entered into certain agreements with FNF the terms of which are summarized
below.

 Corporate Services Agreement

 On November 30, 2022, FNF entered
into a Corporate Services Agreement with F&G. Pursuant to such agreement, FNF provides F&G with certain corporate services, including
internal audit services, litigation and dispute management services, compliance services, corporate and transactional support services,
Securities and Exchange Commission & reporting services, insurance and risk management services, human resources support services
and real estate services. FNF will also provide knowledge transfer services and take such steps as are reasonably required to facilitate
a smooth and efficient transition of records and responsibilities to F&G prior to the termination of the agreement. The Corporate
Services Agreement terminates after the date upon which all corporate services or transition assistance have been terminated or upon
the mutual agreement of the parties. F&G may terminate corporate services by providing 90 days written notice to FNF.

 Reverse Corporate Services Agreement

 On November 30, 2022, F&G entered
into a Reverse Corporate Services Agreement with FNF. Pursuant to such agreement, F&G provides FNF with certain services, including
the services of certain F&G employees and investor relations services. F&G will also provide knowledge transfer services and
take such steps as are reasonably required in order to facilitate a smooth and efficient transition of records and responsibilities to
FNF prior to the termination of the agreement. The Reverse Corporate Services Agreement terminates after the date upon which all corporate
services or transition assistance has been terminated or upon the mutual agreement of the parties. FNF may terminate corporate services
by providing 90 days written notice to F&G.

 Tax Sharing Agreement

 On November 30, 2022, FNF entered
into a Tax Sharing Agreement with F&G and its domestic subsidiaries. Pursuant to such agreement, FNF will file, and F&G
and its domestic subsidiaries that are treated as corporations for U.S. federal income tax purposes, will join in the filing of, a consolidated
U.S. federal income tax returns on behalf of FNF and its domestic subsidiaries. F&G and its subsidiaries will periodically make payments
to FNF equal to the U.S. federal income taxes that F&G and its subsidiaries would otherwise be required to pay if each were to file
a separate U.S. federal income tax return for the applicable tax period. F&G will pay to F&G and its subsidiaries any actual
U.S. federal income tax savings attributable to any losses or tax credits generated by F&G and its subsidiaries and used by FNF and
its subsidiaries. FNF will generally control the conduct of any tax examination, audit or challenge involving such consolidated tax returns.
To the extent appropriate, the provisions of the Tax Sharing Agreement apply with the same force and effect to any state or local income
tax liabilities that are computed on a combined, consolidated or unitary method. The Tax Sharing Agreement will generally remain in effect
with respect to any taxable periods for which F&G and FNF are affiliated for U.S. federal income tax purposes until the expiration
of the applicable statute of limitations.

 Other Related Party Transactions

 Certain of our subsidiaries are party to
investment management agreements (IMAs) with Blackstone ISG-I Advisors LLC (BIS) pursuant to which BIS is appointed as
investment manager of substantially all assets in the general and separate accounts of those entities (the F&G
Accounts). MVB Management, LLC (MVB Management), an entity that is 50% owned by BilCar, LLC ( BilCar, which is an
affiliate of our Executive Chairman and a director of the Company, William P. Foley, II) receives a participation fee
from BIS in connection with assets of F&G and its subsidiaries that are managed by BIS. BIS also receives services from MVB
Management. BIS paid MVB Management a participation fee of approximately 15% of certain fees paid to BIS and its affiliates
for assets under management (AUM) relating to new business AUM (New AUM) generated prior to March 31, 2023 and pays MVB
Management a fee of approximately 7.5% of certain fees paid to BIS and its affiliates relating to New AUM generated after
March 31, 2023, in each case, under the investment management agreements between F&G and BIS. In March 2023, BilCar
waived its right to receive any portion of payments made by BIS to MVB Management in respect of such New AUM. Additionally, in
March 2023, F&G entered into an agreement with BilCar to pay BilCar the fees that it would have received through MVB
Management from BIS over the 10-year period ending March 31, 2033. BilCar received payments totaling $8.4 million from MVB
Management in 2023. No payments were made from F&G to BilCar in 2023 based on the terms of the agreement. F&G is not a party
to the agreements between BIS and MVB Management and does not pay, and is not responsible for, any fees paid to MVB Management.

 Review, Approval or Ratification
of Transactions with Related Persons

 Pursuant to our codes of ethics, a "conflict
of interest" occurs when an individual's private interest interferes or appears to interfere with our interests, and can
arise when a director, officer or employee takes actions or has interests that may make it difficult to perform his or her work objectively
and effectively. Anything that would present a conflict for a director, officer or employee would also likely present a conflict if it
were related to a member of his or her family. Our code of ethics states that clear conflict of interest situations involving directors,
executive officers and other employees who occupy supervisory positions or who have discretionary authority in dealing with any third
party specified below may include the following:

 Any
 significant ownership interest in any supplier or customer;

 Any
 consulting or employment relationship with any customer, supplier or competitor; and

 Selling
 anything to us or buying anything from us, except on the same terms and conditions as comparable
 directors, officers or employees are permitted to so purchase or sell.

 With respect to our Chief Executive
Officer, Chief Financial Officer and Chief Accounting Officer, our codes of ethics require that each such officer must:

 Discuss
 any material transaction or relationship that could reasonably be expected to give rise to
 a conflict of interest with our General Counsel;

 In
 the case of our Chief Financial Officer and Chief Accounting Officer, obtain the prior written
 approval of our General Counsel for all material transactions or relationships that could
 reasonably be expected to give rise to a conflict of interest; and

 In
 the case of our Chief Executive Officer, obtain the prior written approval of the audit committee
 for all material transactions that could reasonably be expected to give rise to a conflict
 of interest.

 Under Securities and Exchange Commission
rules, certain transactions in which we are or will be a participant and in which our directors, executive officers, certain shareholders
and certain other related persons had or will have a direct or indirect material interest are required to be disclosed in the related
person transactions section of our proxy statement. In addition to the procedures above, our audit committee reviews and approves or
ratifies any such transactions that are required to be disclosed. The committee makes these decisions based on its consideration of all
relevant factors. The review may be before or after the commencement of the transaction. If a transaction is reviewed and not approved
or ratified, the committee may recommend a course of action to be taken.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 Principal Accountant Fees and Services

 (Ernst & Young LLP, Des Moines, IA,
PCAOB Auditor ID: 42)

 The audit committee has appointed EY
to audit the consolidated financial statements of the Company for the 2024 fiscal year. EY has continuously acted as our independent
registered public accounting firm since 2020. Prior to the Spin-Off, no audit, audit-related, tax or other services were provided by
an independent registered public accounting firm for the sole purposes of the Company. For services rendered to us during or in connection
with our years ended December 31, 2023 and 2022, we were billed the following fees by EY.

 2023 (in thousands)

 2022 (in thousands)

 Audit Fees

 $
 4,931

 $
 4,927

 Audit-Related Fees

 $

 $

 Tax Fees

 $

 $

 All Other Fees

 $

 $

 Audit Fees:
 Audit fees consisted principally of fees for the audits, registration statements and other filings related to the Company's
2023 and 2022 financial statements, and audits of the Company's subsidiaries required for regulatory reporting purposes, including
billings for out-of-pocket expenses incurred.

 Audit-Related Fees: There were
no Audit-related fees in 2023 and 2022.

 Tax Fees: Tax fees for 2023 and
2022 consisted principally of fees for tax compliance, tax planning and tax advice.

 All Other Fees: All other fees relate primarily
to online accounting guidance services.

 Approval of Accountants' Services

 In accordance with the requirements
of the Sarbanes-Oxley Act of 2002, all audit and audit-related work and all non-audit work performed by EY is approved in advance by
the audit committee, including the proposed fees for such work. Our pre-approval policy provides that, unless a type of service to be
provided by EY has been generally pre-approved by the audit committee, it will require specific pre-approval by the audit committee. In
addition, any proposed services exceeding pre-approved maximum fee amounts also require pre-approval by the audit committee. Our pre-approval
policy provides that specific pre-approval authority is delegated to our audit committee chairman; provided that the estimated fee for
the proposed service does not exceed a pre-approved maximum amount set by the committee. Our audit committee chairman must report any
pre-approval decisions to the audit committee at its next scheduled meeting.

 ITEM 15. EXHIBITS

 All other schedules are omitted because they are
not applicable or not required, or because the required information is included in the Consolidated Financial Statements or notes thereto.

 The following is a list of exhibits filed or incorporated
by reference as a part of this Annual Report on Form 10-K.

 Exhibit

No.

 Description of Exhibits

 2.1

 Separation and Distribution Agreement, dated as of November 30, 2022, between Fidelity National Financial, Inc. and F&G Annuities & Life, Inc. (incorporated by reference to Exhibit No. 2.1 to the Company's Current Report on Form 8-K, filed with the Commission on December 1, 2022).

 3.1

 Amended and Restated Certificate of Incorporation of F&G Annuities & Life, Inc. (incorporated by reference to Exhibit No. 3.1 to the Company's Current Report on Form 8-K, filed with the Commission on December 1, 2022).

 3.2

 Amended and Restated Bylaws of F&G Annuities & Life, Inc. (incorporated by reference to Exhibit No. 3.2 to the Company's Current Report on Form 8-K, filed with the Commission on December 1, 2022).

 4.1

 Certificate of Designations of the Company designating the 6.875% Series A Mandatory Convertible Preferred Stock, dated as of January 12, 2024 ( incorporated by reference to Exhibit No. 5.1 to the Com pany ' s Current Report on Form 8-K, filed with the Commission on January 16, 2024).

 4.2

 Third Supplemental Indenture relating to the 7.950% Senior Notes due 2053, dated as of December 6, 2023, among F&G Annuities & Life, Inc., the guarantors named therein and Citibank, N.A., as trustee (incorporated by reference to the Company's Current Report on Form 8-K, filed with the Commission on December 6, 2023).

 4.3

 Form of 7.950% Senior Notes due 2053 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed with the Commission on December 6, 2023).

 4.4

 Indenture, dated as of January 13, 2023, among F&G Annuities & Life, Inc., the guarantors named therein and Citibank, N.A., as trustee (incorporated by reference to Exhibit No. 4.1 to the Company's Current Report on Form 8-K, filed with the Commission on January 13, 2023).

 4.5

 First Supplemental Indenture relating to the 7.400% Senior Notes due 2028, dated as of January 13, 2023, among F&G Annuities & Life, Inc., the guarantors named therein and Citibank, N.A., as trustee (incorporated by reference to Exhibit No. 4.2 to the Company's Current Report on Form 8-K, filed with the Commission on January 13, 2023).

 4.6

 Form of 7.400% Senior Notes due 2028 (incorporated by reference to Exhibit No. 4.3 to the Company's Current Report on Form 8-K, filed with the Commission on January 13, 2023).

 4.7

 Indenture, dated as of April 20, 2018, among Fidelity Guaranty & Life Holdings, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee, including the form of 5.50% Note due 2025 (incorporated by reference to Exhibit No. 4.1 to the Company's Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022).

 4.8

 First Supplemental Indenture, dated as of April 20, 2018, among Fidelity & Guaranty Life Holdings, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit No. 4.2 to the Company's Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022).

 4.9

 Second Supplemental Indenture, dated as of June 1, 2020, among Fidelity National Financial, Inc., Fidelity & Guaranty Life Holdings, Inc., and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit No. 4.3 to the Company's Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022).

 4.10

 Officer's Certificate of Fidelity & Guaranty Life Holdings, Inc., dated April 13, 2021 (incorporated by reference to Exhibit No. 4.4 to the Company's Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022).

 4.11

 Description of Capital Stock.(2)

 10.1

 Tax Sharing Agreement, dated as of November 30, 2022, between Fidelity National Financial, Inc. and F&G Annuities & Life, Inc. (incorporated by reference to Exhibit No. 10.1 to the Company's Current Report on Form 8-K, filed with the Commission on December 1, 2022).

 10.2

 Corporate Services Agreement, dated as of November 30, 2022, between Fidelity National Financial, Inc. and F&G Annuities & Life, Inc. (incorporated by reference to Exhibit No. 10.2 to the Company's Current Report on Form 8-K, filed with the Commission on December 1, 2022).

 10.3

 Reverse Corporate Services Agreement, dated as of November 30, 2022, between Fidelity National Financial, Inc. and F&G Annuities & Life, Inc. (incorporated by reference to Exhibit No. 10.3 to the Company's Current Report on Form 8-K, filed with the Commission on December 1, 2022).

 10.4

 Employment Agreement, dated as of February 6, 2019, by and between FGL Holdings and Christopher Blunt (incorporated by reference to Exhibit No. 10.4 to the Company's Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022).(1)

 10.5

 Employment Agreement, dated November 14, 2013, by and between Fidelity & Guaranty Life Business Services, Inc. and Wendy J.B. Young (incorporated by reference to Exhibit No. 10.6 to the Company's Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022).(1)

 10.6

 Assignment of Employment Agreements, dated as of February 7, 2020, by and between FGL Holdings and F II Corp., and acknowledged and agreed to by Christopher Blunt, Jonathan Bayer and John Fleurant (incorporated by reference to Exhibit No. 10.7 to the Company's Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022).(1)

 10.7

 F&G Annuities & Life, Inc. 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit No. 10.4 to the Company's Current Report on Form 8-K, filed with the Commission on December 1, 2022).(1)

 10.8

 F&G Annuities & Life, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit No. 10.5 to the Company's Current Report on Form 8-K, filed with the Commission on December 1, 2022).(1)

 10.9

 F&G Annuities & Life, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit No. 10.6 to the Company's Current Report on Form 8-K, filed with the Commission on December 1, 2022).(1)

 10.10

 Amended and Restated Omnibus Investment Management Agreement Termination Side Letter, dated as of June 1, 2020, by and among FGL Holdings, Fidelity National Financial, Inc. and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.10 to the Company's Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022).(1)

 10.11

 Amended and Restated Sub-Manager Fee Agreement, dated as of June 1, 2020, by and among FGL Holdings, Fidelity National Financial, Inc. and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.11 to the Company's Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022).

 10.12

 Second Amended and Restated Investment Management Agreement, dated as of June 1, 2020, by and between FGL US Holdings Inc. and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.12 to the Company's Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022).

 10.13

 Second Amended and Restated Investment Management Agreement, dated as of June 1, 2020, by and between Fidelity & Guaranty Life Holdings, Inc. and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.13 to the Company's Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022).

 10.14

 Second Amended and Restated Investment Management Agreement, dated as of June 1, 2020, by and between F&G Life Re Ltd (f/k/a F&G Re Ltd) and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.14 to the Company's Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022).

 10.15

 Second Amended and Restated Investment Management Agreement, dated as of June 1, 2020, by and between CF Bermuda Holdings Limited and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.15 to the Company's Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022).

 10.16

 Second Amended and Restated Investment Management Agreement, dated as of June 1, 2020, by and between Fidelity and Guaranty Life Insurance Company and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.16 to the Company's Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022).

 10.17

 Investment Management Agreement, dated as of December 16, 2020, by and between F&G Cayman Re Ltd. and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.18 to the Company's Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022).

 10.18

 Investment Management Agreement, dated as of January 4, 2021, by and between F&G Annuities & Life, Inc. and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.19 to the Company's Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022).

 10.19

 Investment Management Agreement, dated as of July 29, 2021, by and between Fidelity & Guaranty Life Insurance Company and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.20 to the Company's Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022).

 10.20

 Amended and Restated Amendment to Investment Management Agreements; IMA Omnibus Termination Side Letter; SMA Fee Agreement and Participation Fee Agreement, dated September 24, 2021, by and among F&G Life & Annuities, Inc., Fidelity National Financial, Inc. and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.21 to the Company's Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022).

 10.21

 Note Purchase Agreement, dated as of December 20, 2021, between Kubera Insurance (SAC) Ltd. and F&G Annuities & Life, Inc. (incorporated by reference to Exhibit No. 10.22 to the Company's Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022).

 10.22

 Keepwell Agreement, dated December 17, 2020, between F&G Annuities & Life, Inc. and F&G Cayman Re Ltd. (incorporated by reference to Exhibit No. 10.23 to the Company's Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022).

 10.23

 Keepwell Agreement, dated December 17, 2020, between F&G Annuities & Life, Inc. and F&G Cayman Re Ltd. (incorporated by reference to Exhibit No. 10.24 to the Company's Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022).

 10.24

 Retention Agreement between Fidelity & Guaranty Life Business Services, Inc. and John Currier dated February 16, 2023 (incorporated by reference to Exhibit No. 10.1 to the Company's Current Report on Form 8-K, filed with the Commission on February 21, 2023).

 10.25

 Amended and Restated Credit Agreement, dated as of February 16, 2024, by and among F&G Annuities & Life, Inc., a Delaware corporation, as the borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent, and the financial institutions party thereto as lenders (incorporated by reference to Exhibit No. 10.1 to the Company's Current Report on Form 8-K, filed with the Commission on February 16, 2024).(1)

 10.26

 Registration Rights Agreement relating to the 7.400% Senior Notes due 2028, dated as of January 13, 2023, among F&G Annuities & Life, Inc., the guarantors named therein and BofA Securities, Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the initial purchasers (incorporated by reference to Exhibit No. 10.1 to the Company's Current Report on Form 8-K, filed with the Commission on January 13, 2023).

 10.27

 Amendment to the Amended and Restated Investment Management Agreements; IMA Omnibus Termination Side Letter and Existing SMA Fee Agreement, dated as of March 10, 2023, by and among F&G Annuities & Life Inc., Blackstone ISG-I Advisors L.L.C. and Fidelity National Financial, Inc. (incorporated by reference to Exhibit No. 10.1 to the Company's Current Report on Form 8-K, filed with the Commission on March 10, 2023).

 10.28

 L etter regarding Black ston e Participat ion Fee in Respe ct of New Business, dated as of March 10, 2023, by and between F&G Annuities & Lif e Inc., and Bil Car, LLC (inc orporated by reference to Exhibit No. 10.2 to the Company Current Report on Form 8-K, filed with the Commission on March 10, 2023).

 10.29

 Form of Notice of F&G Restricted Stock Grant dated November 15, 2023, under F&G 2022 Omnibus Incentive Plan.

 21.1

 List of Subsidiaries. (2)

 23.1

 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.(2)

 31.1

 Certification of Chief Executive Officer, pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(2)

 31.2

 Certification of Chief Financial Officer, pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(2)

 31.3

 Certification of Chief Executive Officer, pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.4

 Certification of Chief Financial Officer, pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1

 Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(2)

 32.2

 Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2)

 97 *

 F&G Annuities & Life, Inc. Incentive-Based Compensation Recovery Policy.(1)

 (1) A management or compensatory plan or arrangement required to be
filed as an exhibit to this report pursuant to Item 15(b) of Form 10-K.

 (2) Previously filed or furnished, as applicable,
as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February
29, 2024.

 (3) The instance document does not appear in the

 SIGNATURES

 Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 F&G Annuities & Life, Inc.

 By:

 /s/ Christopher Blunt

 Christopher Blunt

 Chief Executive Officer

 Date: April 26, 2024