F&G Annuities & Life, Inc.FG
F&G Annuities & Life, Inc. Debt Disclosure
Notes Payable
The components of notes payable are summarized as follows (in millions):
| December 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Principal | Net unamortized discount, premium and debt issuance costs | Carrying Amount | Principal | Net unamortized discount, premium and debt issuance costs | Carrying Amount | ||||||||||||||||||||||||||||||
| Revolving Credit Facility - Short-term | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||
| FNF Credit Facility - Short-term | — | — | — | — | — | — | |||||||||||||||||||||||||||||
5.50% F&G Senior Notes, due 2025 | — | — | — | 300 | 1 | 301 | |||||||||||||||||||||||||||||
7.40% F&G Senior Notes, due 2028 | 500 | (2) | 498 | 500 | (3) | 497 | |||||||||||||||||||||||||||||
6.50% F&G Senior Notes, due 2029 | 550 | (4) | 546 | 550 | (5) | 545 | |||||||||||||||||||||||||||||
6.250% F&G Senior Notes, due 2034 | 500 | (7) | 493 | 500 | (8) | 492 | |||||||||||||||||||||||||||||
7.95% F&G Senior Notes, due 2053 | 345 | (9) | 336 | 345 | (9) | 336 | |||||||||||||||||||||||||||||
7.300% F&G Junior Notes, due 2065 | 375 | (11) | 364 | — | — | — | |||||||||||||||||||||||||||||
| Total | $ | 2,270 | $ | (33) | $ | 2,237 | $ | 2,195 | $ | (24) | $ | 2,171 | |||||||||||||||||||||||
7.300% F&G Junior Notes - On January 13, 2025, F&G completed its public offering of its 7.300% Junior Subordinated Notes due 2065 with an aggregate principal amount of $375 million (the “7.300% F&G Junior Notes”). The net proceeds of this offering were used for general corporate purposes, including the repurchase, redemption or repayment at maturity of outstanding indebtedness. The 7.300% F&G Junior Notes are junior, unsecured subordinated obligations of F&G. Interest is payable quarterly in arrears beginning on April 15, 2025, and the 7.300% F&G Junior Notes mature on January 15, 2065, unless earlier repurchased or redeemed. The 7.300% F&G Junior Notes become redeemable in whole or in part, any time and from time to time on or after January 15, 2030 or within 90 days of the occurrence of certain events as described in the indenture. The 7.300% F&G Junior Notes were registered under the Securities Act of 1933 (as amended) (the “Securities Act”).
Redemption of 5.50% F&G Senior Notes - On February 1, 2025, F&G redeemed the outstanding $300 million aggregate principal amount of its 5.50% F&G Senior Notes. The notes were redeemed for a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest to, but excluding, the redemption date. On and after the redemption date, interest ceased to accrue on the notes.
7.40% F&G Senior Notes - On January 13, 2023, F&G issued $500 million of its 7.40% F&G Senior Notes due 2028 (the “7.40% Senior F&G Notes”). The 7.40% F&G Senior Notes were issued at par, net of deferred issuance costs of approximately $6 million. The 7.40% F&G Senior Notes are senior, unsecured unsubordinated obligations of F&G and are fully and unconditionally guaranteed on an unsecured, unsubordinated basis by each of F&G’s subsidiaries that are guarantors of F&G’s obligations under its existing credit agreement. The 7.40% F&G Senior Notes mature on January 13, 2028, and become callable on or after December 13, 2027. Interest is payable semi-annually at a fixed rate of 7.40%, and if, the 7.40% F&G Senior Notes are downgraded, the interest rate payable is subject to adjustment from time to time per the terms of the indenture.
6.50% F&G Senior Notes - On June 4, 2024, F&G completed its public offering of $550 million aggregate principal amount of its 6.50% Senior Notes due 2029 (The “6.50% F&G Senior Notes”). The 6.50% F&G Senior Notes were issued at 99.74% of face value net of deferred issuance costs of approximately $6 million. The 6.50% F&G Senior Notes are guaranteed on an unsecured, unsubordinated basis by each of F&G’s subsidiaries that are guarantors of F&G’s obligations under its existing credit agreement. The 6.50% F&G Senior Notes mature on June 4, 2029, and become callable on May 4, 2029. Interest is payable semi-annually at a fixed rate of 6.50%, and, if the 6.50% F&G Senior Notes are downgraded, the interest rate payable is subject to adjustment from time to time per the terms of the indenture. F&G used a portion of the net proceeds from the 6.50% F&G Notes offering to repay an aggregate principal amount of $250 million of the 5.50% F&G Notes described below and the remaining net proceeds were used for general corporate purposes, including the repurchase, redemption or repayment at maturity
of outstanding indebtedness.
6.250% F&G Senior Notes - On October 4, 2024, F&G completed its public offering of $500 million aggregate principal amount of its 6.250% Senior Notes due 2034 (the “6.250% F&G Senior Notes”). The 6.250% F&G Senior Notes were issued at 99.36% of face value net of deferred issuance costs of approximately $8 million. The 6.250% F&G Senior Notes are guaranteed on an unsecured, unsubordinated basis by each of F&G’s subsidiaries that are guarantors of F&G’s obligations under its existing credit agreement. The 6.250% F&G Senior Notes mature on October 4, 2034, and become callable on July 4, 2034. Interest is payable semi-annually at a fixed rate of 6.250%, and if the 6.250% F&G Senior Notes are downgraded, the interest rate payable is subject to adjustment from time to time per the terms of the indenture. A portion of the net proceeds were used to pay off the outstanding balance of $365 million on the Company’s revolving credit facility described below. The remaining net proceeds of this offering for were used for general corporate purposes, including the support of organic growth opportunities.
7.95% F&G Senior Notes - On December 6, 2023, F&G issued $345 million of its 7.95% Senior Notes due 2053 (the “7.95% F&G Senior Notes”). The 7.95% F&G Senior Notes were issued at par, net of deferred issuance costs of approximately $9 million. The 7.95% F&G Senior Notes are senior unsecured, unsubordinated obligations of F&G and are guaranteed by each of F&G’s subsidiaries that are guarantors of F&G’s obligations under its existing credit agreement. The 7.95% F&G Senior Notes mature on December 15, 2053, and become callable on or after December 15, 2028. Interest is payable quarterly at a fixed rate of 7.95%, and, if the 7.95% F&G Senior Notes are downgraded, the interest rate payable is subject to adjustment from time to time per the terms of the indenture.
Revolving Credit Facility - On November 22, 2022, we entered into a Credit Agreement with certain lenders (the “Lenders”) and Bank of America, N.A. as administrative agent, swing line lender and an issuing bank, pursuant to which the Lenders have made available an unsecured revolving credit facility in an aggregate principal amount of $550 million to be used for working capital and general corporate purposes. On February 21, 2023, we entered into an amendment with the Lenders to increase the available aggregate principal amount of the Credit Agreement by $115 million to $665 million. On February 16, 2024, we entered into an amendment with the Lenders to increase the available aggregate principal amount of the Credit Agreement by $85 million to $750 million, and the maturity date of the Credit Agreement was extended from November 22, 2025 to November 22, 2027. Pricing and advance rates remain unchanged. Financial covenants also remained essentially the same.
Revolving loans under the Credit Agreement generally bear interest at a variable rate based on either (i) the base rate (which is the highest of (a) one-half of one percent in excess of the federal funds rate, (b) the Administrative Agent’s “prime rate,” or (c) the sum of one percent plus Term The Secured Overnight Financing Rate (“SOFR”) plus a margin of between 30.0 and 80.0 basis points depending on the non-credit-enhanced, senior unsecured long-term debt ratings of F&G or (ii) Term SOFR plus a margin of between 130.0 and 180.0 basis points depending on the non-credit-enhanced, senior unsecured long-term debt ratings of F&G. In addition, we pay a facility fee of between 20.0 and 45.0 basis points on the entire facility, also depending on the non-credit-enhanced, senior unsecured long-term debt ratings, which is payable quarterly in arrears. The average variable interest rate on the revolving credit facility for the period the debt was outstanding during the year ended December 31, 2024 was 7.06%.
As of December 31, 2025, no balance was outstanding on the revolving credit facility, and we had $750 million of remaining borrowing availability.
FNF Credit Facility - On December 29, 2020, we entered into a revolving note agreement with FNF for up to $200 million capacity (the "FNF Credit Facility") to be used for working capital and other general corporate purposes. This facility matured on October 29, 2025 and, effective October 30, 2025, was replaced by a new revolving note agreement with FNF. This new facility maintains a maximum borrowing capacity of $200 million, and matures the earlier of October 29, 2030, or when the Revolving credit facility described above is terminated. No amounts were outstanding under this revolving note agreement as of December 31, 2025 and 2024.
Refer to Note A - Business and Summary of Significant Accounting Policies for a discussion related to the public offering of its $375 million aggregate principal amount of the 7.300% F&G Junior Subordinated Notes
completed on January 13, 2025 and for a discussion of the redemption of the 5.50% F&G Senior Notes on February 1, 2025.
Covenants - The Credit Agreement imposes and the indentures governing the 7.40% F&G Senior Notes, 6.50% F&G Senior Notes, 6.250% F&G Senior Notes, 7.95% F&G Senior Notes, and the 7.300% F&G Junior Notes impose certain operating and financial restrictions on F&G. The Credit Agreement imposes certain financial covenants on F&G, and as of December 31, 2025, we were in compliance with all covenants.
Interest Expense - Amortization of deferred issuance costs and purchase premiums are recognized as a component of interest expense. Interest expense on notes payable for the years ended December 31, 2025, 2024 and 2023 was as follows (in millions):
| Year ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Revolving Credit Facility - Short-term | $ | 2 | $ | 23 | $ | 37 | |||||||||||
5.50% F&G Senior Notes, due 2025 | — | 14 | 22 | ||||||||||||||
7.40% F&G Senior Notes, due 2028 | 38 | 38 | 37 | ||||||||||||||
6.50% F&G Senior Notes, due 2029 | 37 | 21 | — | ||||||||||||||
6.250% F&G Senior Notes, due 2034 | 32 | 8 | — | ||||||||||||||
7.95% F&G Senior Notes, due 2053 | 28 | 28 | 1 | ||||||||||||||
7.300% F&G Junior Notes, due 2065 | 27 | — | — | ||||||||||||||
| Total | $ | 164 | $ | 132 | $ | 97 | |||||||||||
Maturities - Gross principal maturities of notes payable at December 31, 2025 are as follows (in millions):
| 2026 | $ | — | |||
| 2027 | — | ||||
| 2028 | 500 | ||||
| 2029 | 550 | ||||
| 2030 | — | ||||
| Thereafter | 1,220 | ||||
| Total | $ | 2,270 | |||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 29, 2024 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.