F&G Annuities & Life, Inc.FG

F&G Annuities & Life, Inc. Earnings Per Share Disclosure

10-KFiled Feb 26, 20262 min read
Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share (dollars and shares in millions except per share data):
Year Ended December 31,
202520242023
Net earnings (loss)$271 $642 $(58)
Less: Non-controlling interests6 3 — 
Net earnings (loss) attributable to F&G265 639 (58)
Less: Preferred stock dividend17 17 — 
Net earnings (loss) attributable to F&G common shareholders$248 $622 $(58)
Weighted-average common shares outstanding - basic131 125 124 
Dilutive effect of unvested restricted stock1 1 — 
Dilutive effect of mandatory convertible preferred stock— 5 — 
Weighted-average shares outstanding - diluted132 131 124 
Net earnings (loss) per share attributable to F&G common shareholders
Basic - net$1.89 $4.98 $(0.47)
Diluted - net$1.88 $4.88 $(0.47)

Under applicable accounting guidance, shares that are anti-dilutive to the calculation are to be excluded from the diluted earnings per share calculation. The inclusion of 5 million convertible preferred shares would have been antidilutive to the earnings per share for the year ended December 31, 2025.

Under applicable accounting guidance, companies in a loss position are required to use basic weighted average common shares outstanding in the calculation of diluted loss per share. Therefore, as a result of our net loss for the year ended December 31, 2023, we were required to use basic weighted-average common shares outstanding in the calculation of diluted loss per share, as the inclusion of 593 thousand restricted shares would have been antidilutive to the calculation. If we had not incurred a net loss for the year ended December 31, 2023, dilutive potential common shares would have been 125 million.

Restricted stock, options or other instruments, which provide the ability to acquire shares of our common stock that are antidilutive are excluded from the computation of diluted earnings per share. For the years ended December 31, 2025, 2024, and 2023 the diluted earnings per share calculation excluded the weighted average effect of 26 thousand, 122 thousand and 111 thousand restricted stock units, respectively, issued under the 2022 F&G Omnibus Plan due to their antidilutive effect.
Unless converted earlier in accordance with the terms of certificate of designations, each share of the FNF preferred stock will automatically convert on the mandatory conversion date, which is expected to be January 15, 2027, into between 0.9456 shares and 1.1111 shares of common stock, in each case, subject to customary anti-dilution adjustments described in the certificate of designations.

Historical Timeline

Fiscal YearFiled
2025Feb 26, 2026Showing above
2024Feb 28, 2025
2023Feb 29, 2024
2022Feb 27, 2023

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

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