Fidelity National Financial, Inc.

Good morning and welcome to FNF's third quarter 2025 earnings call. During today's presentation, all callers will be placed in a listen-only mode. Following management's prepared remarks, the conference will be open for questions with instructions to follow at that time. I would now like to turn the call over to Lisa Foxworthy-Parker, SVP, Investor in External Relations. Please go ahead.

Thanks, Operator, and welcome, everyone. I'm joined today by Mike Nolan, CEO, and Tony Park, CFO. We look forward to addressing your questions following our prepared remarks. F&G's management team, including Chris Blunt, CEO, and Connor Murphy, President and CFO, will also be available for Q&A. Today's earnings call may include forward-looking statements and projections under the Private Securities Litigation Reform Act, which do not guarantee future events or performance. We do not undertake any duty to revise or update such statements to reflect new information, subsequent events, or changes in strategy. Please refer to our most recent quarterly and annual reports and other SEC filings for details on important factors that could cause actual results to differ materially from those expressed or implied. This morning's discussion also includes non-GAAP measures, which management believes are relevant in assessing the financial performance of the business. Non-GAAP measures have been reconciled to GAAP where required and in accordance with SEC rules within our earnings materials available on the company's investor website. Please note that today's call is being recorded and will be available for webcast replay. And with that, I'll hand the call over to Mike Nolan.

Thank you, Lisa, and good morning. We delivered strong third quarter results across both our title business and F&G segments. demonstrating the power of our complementary businesses and our ability to execute in dynamic market conditions. Our title business delivered outstanding results given the low transactional environment. I'd like to start by thanking our employees for their unwavering focus on meeting our customers' needs regardless of the environment while continuing to deliver industry-leading performance. We delivered adjusted pre-tax title earnings of $410 million, an $87 million or 27% increase over the third quarter of 2024, and an adjusted pre-tax title margin of 17.8%, up 190 basis points from 15.9% in the third quarter of 2024. These results reflect strong performance across the business, including commercial and refinance, as well as our centralized and home warranty operations. Additionally, our disciplined expense management throws strong incremental margins. Looking at our title results more closely, starting with purchase, we continue to see normal seasonality in daily purchase orders opened with an 8% sequential decline. Within the quarter's results, however, we saw daily purchase orders opened in September higher than August. This is atypical and due to the modest downward trend in mortgage rates during the quarter, which we believe is indicative of the pent-up demand for housing. Our daily purchase orders opened were, in line with the third quarter of 2024, down 8% from the second quarter of 2025, and for the month of October, down 2% versus the prior year. Refinance volumes have been responsive as 30-year mortgage rates decreased by 30 basis points during the third quarter. This generated an increase in refinance orders opened to $1,600 per day in the third quarter, up from $1,300 in the sequential quarter. Our refinance orders opened surged to $2,100 per day in the month of September, reflecting how refinance volumes can change with moves in rates. Our refinance orders open per day were up 15% over the third quarter of 2024, up 22% over the second quarter of 2025, and for the month of October, up 27% versus the prior year. For commercial activity, we delivered direct commercial revenue of more than $1 billion in the first nine months of 2025. up 27% over $801 million in the first nine months of 2024. We have a strong inventory of deals to close and are on track to deliver our third best commercial year ever, trailing only the exceptional markets of 2021 and 2022. Notably, this was our best third quarter in history with a 34% increase in commercial revenue over the third quarter of 2024. This was driven by a 38% increase in national revenues and a 29% increase in local revenues. In particular, national daily orders opened were up 11% over the third quarter of 2024. We now have six consecutive quarters with double digit growth in national daily orders opened. Local market daily orders opened were up 5% over the third quarter of 2024. Total commercial orders opened were 856 per day, up 8% over the third quarter of 2024, in line with the second quarter of 2025, and for the month of October, up 8% versus the prior year. Diving deeper into commercial. We continue to see broad-based activity across several asset classes that are driving growth, including industrial, multifamily, affordable housing, retail, and energy. What makes this year even more remarkable is that we're achieving these results with minimal contribution from the office sector, which remains subdued but is showing signs of improvement. We have also seen a 22% increase in commercial refinance orders opened in the first nine months of 2025 over the prior year. Overall, we remain bullish on commercial and office is a potential added element into 2026. Bringing it all together, total orders opened average 5,800 per day in the third quarter with July and August each at 5,500 and September at 6,300. For the month of October, total orders opened were over 5,600 per day, up 8% versus the prior year. Overall, our title business is performing well in what is still a low transactional environment. Our seasoned management team has a proven track record of managing our business to the trend in open orders and varying economic conditions. This discipline has generated a steady level of free cash flow, allowing us to continue to invest in our business through attractive acquisitions and technology as we manage the business and continue to build for the long term. Turning now to some updates on our technology initiatives. Our in here digital transaction platform provides an enhanced and reinvented customer experience as it continues to scale. During the third quarter, In here engaged 85% of residential sales transactions and reached more than 860,000 unique users, demonstrating deep integration into daily workflows. We continue to enhance our identity verification processes and technology to streamline and secure customer authentication. These initiatives help combat the rise in impersonation and wire fraud in property sales. and they complement our existing efforts to deliver the most trusted, efficient, and fully digital closing experience nationwide. We have deployed AI tools enterprise-wide, integrating practical tools into daily workflows to enhance productivity and margin efficiency. With thousands of employees now actively engaging with AI through structured training, pilot programs, and targeted departmental adoption, we are building a sustainable AI fluency across our organization. At the same time, we strengthen our governance, privacy, and security foundation, helping to ensure that our innovation agenda continues to be executed with discipline, scalability, and long-term value creation in mind. Over time, we believe that our ongoing investments in technology, combined with our robust curated data, will lead to increased efficiency and productivity in our operations that will continue to support our market-leading pre-tax title margin. Turning now to our F&G segment, F&G's assets under management before flow reinsurance have crossed the $70 billion milestone at the end of the third quarter and were up 14% over the prior year forward. We remain pleased with F&G's performance, and foresee plenty of opportunities to grow and increase the value of the business. On a standalone basis, F&G reported GAAP equity excluding AOCI of $6 billion at September 30th and has grown its book value per share excluding AOCI to $44.07, up 61% since the 2020 acquisition. With that, let me now turn the call over to Tony to review FNF's third quarter financial performance and provide additional insights.

Thank you, Mike. Starting with our consolidated results, we generated $4 billion in total revenue in the third quarter. Excluding net recognized gains and losses, our total revenue was $3.9 billion, as compared with $3.3 billion in the third quarter of 2024. The net recognized gains and losses in each period are primarily due to mark-to-market accounting treatment of equity and preferred stock securities, whether the securities were disposed of in the quarter or continued to be held in our investment portfolio. We reported third quarter net earnings of $358 million, including net recognized gains of $176 million. versus net earnings of $266 million, including $269 million of net recognized gains in the third quarter of 2024. Adjusted net earnings were $439 million or $1.63 per diluted share, compared with $356 million or $1.30 per share for the third quarter of 2024. The title segment contributed $330 million. The F&G segment contributed $139 million. And the corporate segment had a net loss of $1 million before eliminating $29 million of dividend income from F&G in the consolidated financial statements. Turning to third quarter financial highlights specific to the title segment. Our title segment generated $2.3 billion and total revenue in the third quarter, excluding net recognized losses of $38 million, compared with $2 billion in the third quarter of 2024. Direct premiums increased 19% over the prior year, agency premiums increased 13%, and escrow, title-related, and other fees increased 9%. Personnel costs increased 11%, and other operating expenses increased 4%. All in, the title business generated adjusted pre-tax title earnings of $410 million compared with $323 million for the third quarter of 2024 and a 17.8% adjusted pre-tax title margin for the quarter versus 15.9% in the prior year quarter. As Mike said earlier, these results were driven by strong performance across the business as well as disciplined expense management. Our title and corporate investment portfolio totaled $4.8 billion at September 30. Interest and investment income in the title and corporate segments was $109 million, up 6% versus the prior year quarter, and excluding income from F&G dividends to the holding company. The current period includes growth in 1031 exchange and other escrow balances and a benefit from a legal settlement. Looking ahead, we expect quarterly interest and investment income to trend down from the $109 million in the third quarter to around $100 million in the fourth quarter and then decline around $5 million in each subsequent quarter through 2026. assuming an additional 75 basis points of Fed rate cuts over the next nine months. In addition, we expect approximately $30 million per quarter of common and preferred dividend income from F&G to the corporate segment. Our title claims paid of $58 million were $12 million lower than our provision of $70 million for the third quarter. The carried reserve for title claim losses is approximately $52 million, or 3.1% above the actuary's central estimate. We continue to provide for title claims at 4.5% of total title premiums. Next, turning to financial highlights specific to the F&G segment. Since F&G hosted its earnings call earlier this morning and provided a thorough update, I will provide a few key highlights. F&G's AUM before-flow reinsurance increased to $71.4 billion at September 30. This includes retained assets under management of $56.6 billion. F&G's gross sales were $4.2 billion. F&G generated core sales of $2.2 billion, which includes indexed annuities, indexed life, and pension risk transfers. and had $2 billion of MIGA and funding agreements, two products we view as opportunistic depending on economics and market opportunity. Net sales retained were $2.8 billion compared to $2.4 billion in the third quarter of 2024. This reflects flow reinsurance to third parties as well as F&G's new reinsurance sidecar, which was effective August 1st. Adjusted net earnings for the F&G segment were $139 million in the third quarter compared with $135 million for the third quarter of 2024. F&G's operating performance from their underlying spread-based and fee-based businesses continues to be strong. F&G continues to provide a complement to the title business with the F&G segment contributing 32% of FNF's adjusted net earnings for the first nine months of 2025. From a capital and liquidity perspective, FNF continues to maintain a strong balance sheet and balanced capital allocation strategy. FNF continues to return excess cash to shareholders through share repurchases and has remained active throughout the third quarter and into the fourth quarter. During the third quarter, we repurchased 631,000 shares for a total of $37.5 million at an average price of $59.37 per share. We have returned capital to our shareholders through common dividends and share repurchases combined of $627 million year to date, including $172 million in the third quarter. From a capital allocation perspective, we entered 2025 with $786 million in cash and short-term liquid investments at the holding company. During the first nine months, the business generated cash to fund our $406 million quarterly common dividend paid, $62 million of holding company interest expense, $150 million investment in the F&G common equity raise, and $221 million in share repurchases, all while keeping pace with wage inflation and funding the continued higher spend in risk and technology required in today's landscape. We ended the quarter with $733 million in cash and short-term liquid investments at the holding company, up 26% from $583 million at the end of the second quarter. This concludes our prepared remarks, and let me now turn the call back to our operator for questions.

Thank you. Before opening for questions, I'd like to turn the call back over to Mike Nolan for some additional remarks.

Thanks, Operator. We issued a press release this morning announcing that our Board of Directors has approved a change in FNS equity ownership stake in F&G, our majority-owned subsidiary. We plan to distribute approximately 12% of the outstanding shares of F&G's common stock to FNF shareholders. Following the distribution, FNF will retain control and majority ownership with approximately 70% of the outstanding shares in F&G. This will increase F&G's public flow from approximately 18% today to approximately 30% after the distribution, strengthening F&G's positioning within the equity markets and facilitating greater institutional ownership. This distribution reflects our confidence in F&G's long-term prospects and is intended to unlock shareholder value by enhancing market liquidity and broadening investor access to F&G shares. Additionally, we view this stock distribution as a tangible and meaningful return of value to F&F shareholders, along with our announced increase in our cash dividend. Operator, please open the call for questions.

Thank you. At this time, we'll be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. The confirmation tone will indicate your line is in the question queue. You may press star 2 to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we poll for your questions. Our first questions come from the line of Bose George with KBW. Please proceed with your questions.

Hey, guys. Good morning. In terms of the spin of the 12% to F&G, could you have spun the whole piece out tax-free, and then does the spin of this 12% as a taxable dividend change your ability to dividend the remainder tax-free?

Yeah, Bose, this is Tony. The short answer is yes, we could have spun the entire company to F&F shareholders tax-free. Clearly, we didn't do that. And by dropping below 80%, that option is off the table. Having said that, other options aren't. Certainly, we could do other distributions in the future. But, you know, you heard what Mike said, and he can add to that. But the idea is that the board – has been very pleased with F&G, and we wanted to accomplish two things. One, continue to benefit from F&G's performance and the expected future performance, but at the same time getting more shares out there so that people could buy in a meaningful way they could buy shares in F&G.

Yeah, and I'll just add real quick, Bo, again, to repeat what Tony said, I think it's a clear indication that the board is recognize the need to get additional float and liquidity. But I think it's also an affirmation of our confidence in the business and its future growth. And when we look at things like the movement to a more capital-light, fee-based structure, that I think leads to a lot of opportunities for us and in some ways starts to make F&G more like F&F from a capital-light standpoint.

Okay, great. Thanks. And then, actually, just switching to just the commercial business, you know, just given the strength there and, you know, what you guys saw this quarter and just looking out, you know, based on your pipeline, et cetera, I mean, do you think 2026 could end up matching the peak years, 21, 22?

Well, it's Mike Bowes, and it's a great question. I mean, certainly when you think a range of outcomes, I would say yes. You know, we just had the best third quarter in our history. which is amazing. And when you look at 10 consecutive months of better open orders month over month in commercial, six consecutive quarters of double-digit growth in opens for national orders, you're building a pipeline that will go into 26. And when we look at the strength across asset classes, It continues to be led by industrial multifamily, and industrial obviously includes the data centers, and I know others in the industry have commented on that. But it's still very broad-based, and I'll make one last comment. We do a quarterly survey. I've talked about this before of our 19 national commercial offices, and they rank for the quarter activity across the asset classes. And in this past quarter, for the first time, our two office categories, which is suburban and then, you know, CBD, were not 11 and 12. They moved up to 7 and 8. And so relative to my comment in the opening, that could be just an additive thing to 26 and maybe a long-winded answer to say, yes, there's certainly an outcome that could be a better commercial performance than 21 and 22.

Okay. Helpful call. Thanks.

Thank you. Our next questions come from the line of Terry Ma with Barclays. Please proceed with your questions. Hey, thank you.

Good morning. Maybe just to follow up on, you know, the FG distribution, you called out some other options. Maybe just kind of outline those options, and then it also sounds like from your comments, you obviously like FG kind of longer term. Does this kind of change, like, is it your intention to kind of hold the asset kind of longer term, I guess, is the end of the day? And if so, like, why would you call out, like, are there options kind of available to you?

Well, you know, Terry, I think we do like the asset, and we think there's still a lot of continued growth. I think, you know, it's unquestioned that under our ownership, this company has transformed and performed exceedingly well. We'd like to pivot to capital light. But like any business, you know, anything's on the table if it's a better idea at some point. And so could there be other changes? Sure. Is that the current plan? I would say not the current plan. And this was really just let's get more float. Let's unlock some value for shareholders. We think it, like I said before, is a tangible thing. distribution of value to our F&F shareholders along with our increased cash dividends. So, you know, I wouldn't read too much into it other than what I just said.

And more shares out there, more shares of F&G out in the marketplace not only benefit F&G and F&G shareholder base, but really F&F because we believe that having more float allows more upside and to F&G, which obviously as a majority owner benefits F&F.

Got it. That's helpful. And then maybe just on the title margin this quarter of 17-8, I think last quarter you guys called out a number of things, including higher investments in security and recruiting. I guess maybe just update us, you know, on that. Like, was there any impact to the margin there? from those initiatives this quarter, and how should we kind of think about the margin as we, you know, go through the end of the year and into next year? Thank you.

Thanks, Terry. I'll let Mike talk about the margin outlook, if you will. But in terms of one-timers that we called out last quarter, I would just say we had a couple small items that mostly offset in the current quarter. I mentioned in my comments that we had a legal settlement which boosted investment income a little bit. That was about a $7 million benefit. And we had $4 million in addition to that as a benefit and other operating expenses, all related to that legal case, which settled after many years. So that was kind of a plus 11, if you will. Offset by what we talked about last quarter, which were elevated health claims, and we also said that we expected those to run through the balance of the year. So we probably had about $6 or $7 million of elevated health claims in the quarter as well. And so call that netting, mostly offsetting each other. And so from a margin standpoint, there wasn't a lot of net positive or negative relative to what we'll call those one-offs.

Yeah, and then, Terry, what I'll add, I mean, obviously it was a great quarter for with really growth across multiple business segments and one of our best quarters in the last four years. And we had, you know, commercial, refi was better, some of our centralized businesses, other ancillary businesses like home warranty. I mean, we just kind of had all of them with improved margins. So that was, you know, very helpful to the quarter. But quarter to quarter is always puts and takes. And You know, as we go into the fourth quarter, we know it's typically the weakest quarter for purchase closings. So that's a take, obviously. And then you've got to factor in, well, how well will commercial do? We expect that to do well. What's the mix with agency? How do the ancillaries perform? So, you know, that's why it's difficult for us to kind of predict with confidence a particular margin in a quarter because We would expect the fourth quarter to be good. I think we did 16.6 last year, and we'd expect it to be a good quarter, but we don't fully know. As we think about next year, I think our base case is that we could have, you know, modestly better margins than we'll probably do this full year if we get improvement in the purchase environment. You know, we're now in year four of a pretty weak purchase transactional environment. Many have been saying, look, next year, next year. And, you know, it's just tough to predict. But if we get a better purchase environment next year, we already talked about possibly a better commercial environment. And then refi is the one that's really rate dependent. And one of the reasons why we called it out in the opener was to see open orders go from $1,300 in July to $2,100 in September. with essentially a 30 or 40 basis point drop in rates just shows you the power of the swings in refi volumes. And, again, that will just be rate dependent.

Got it. Thank you. Thank you. As a reminder, if you would like to ask a question, please press star 1 on your telephone keypad. Our next questions come from the line of Mark DeVries with Deutsche Bank. Please proceed with your questions.

Thanks. I just wanted to clarify, Tony, your response to Boze's question on the spin. Did you indicate that now that you'll be dropping below 80%, that if you were to elect to do a subsequent distribution, that that would not be tax-free? Did I hear that right?

That's correct. These are taxable distributions. So this 12% is a taxable distribution. And if we were to, let's say, opt to to distribute the entire 70% ownership in the future, that would not be a tax-free spend because once you drop below 80%, you've, in effect, lost your ability to do a full spend tax-free.

Okay. Just given that, can you talk a little more about how you landed on 12% as being the right number, particularly since you kind of lose that optionality going forward?

You know, and maybe Chris will weigh in here too, but he's with us. I think it doubles the float. And so that felt like the right number. I don't know, Chris, if you have anything you'd want to add to that.

Yeah, no, I mean, it'll take us comfortably over a billion of free float. So while a small distribution from an FNF perspective, it's quite meaningful to us on the FG side. So we'll take free float over a billion dollars, which is great, and yet I think still a vote of confidence in the upside of FG.

Got it. And then turning to the commercial side, Mike, could you give us some perspective on, you know, if you think about pre-pandemic, how big of a contributor was office, and how much of a tailwind could that add to your commercial business, if that's if that starts to normalize?

Yeah, that's a really good question. I don't probably have a very specific answer. It's more anecdotal, but I recall in the years between, you know, 2015 and probably 2019, that it seemed like office was just one of the top segments. Particularly, I remember in 2015 and 2016, in markets like New York, there were some just major transactions and things like that. So, We might be able to go back and get a better answer on that, Mark, but I don't have a number to give you other than to say it's been so weak that any two-week gap is going to be additive.

Yeah, that's helpful. Is there any margin difference in office compared to your other commercial businesses?

No, I think it's all, you know, just about the particular fee profile revenue on transactions. So, you know, our margins in our national commercial on a pre-tax basis generally are north of 30% and sometimes higher, and we would expect to probably get that on office versus any other type of commercial asset. Okay, got it.

Thank you.

Thank you. Our next questions come from the line of Mark Hughes with Truist Securities. Please proceed with your questions.

Yeah, thanks. Good morning.

Morning.

The earnings from equity investments were pretty good this quarter. What was that and is that sustainable?

Sustainable is a good question. There is volatility in that bucket. We have some I won't name the fund, but we have a few funds that we invest in and have for years, frankly, and the marks there move around a little bit, but the last couple quarters, you might have seen it last quarter as well, but the last couple quarters, we've had some really positive results from some marks that we have on, I believe, one particular investment in that bucket. So, I would say, you know, for modeling purposes, I wouldn't go with sustainable. I would think you'd keep that pretty small and then just wait for those to come through.

Yeah. What was the actual order count, daily count for refis in October?

Yeah, Mark, it's Mike. We opened just a little over 1,800 orders per day in October, which was – down from the $2,100 in September, but above the average for the quarter of $1,600. So still really good, but they did come off just a bit. Refi? Refi. That was the question, right? Yeah, that was the question. Thank you. I'm trying to refi orders. Yeah, hopefully I got it right.

Yeah. You made a point about commercial refi. What was that point? How big is it relative to the overall mix, and is there any – particular trend there?

I think the point is it shows that customers are getting financing. And, you know, there was concerns about, you know, you hear these things about long maturity and all this kind of stuff and that maybe people won't be able to refinance commercial properties. And I think the fact that our refi opens are up double digits over last year, I think points to the fact that that maybe the markets aren't as locked up as you might think. But I wouldn't say it's necessarily significant overall volume, but definitely additive if you think of it that way.

Yeah. And then you had mentioned within here that 85% of orders were engaged. Could you expand on that? And is that to say that in the large majority of orders, it's being used, but maybe it could be used more fully if it's engaged. What's the level of engagement?

Really what it refers to, Mark, is that when we open an order, we invite them in here. And so that invites them to a portal environment, they're authenticated, and then they interact with us on that environment. And 85% of our orders had engagement from customers to that invitation. And that's an increase over where we've been in the past. And I think it just shows how this is developing and building and gaining attention. So we're excited about that. And then once they're in the platform and they stay in it to track their order through up to closing, we're taking them out of email in the way they interact with us. And we believe that's a more secure, efficient way better customer experience kind of environment. And to have 860,000 unique users actually doing that in a quarter, I think is also very exciting. But again, it points right back to the scale. The fact that we've actually deployed this across our entire footprint, the only company in the industry that's done that still, and So I think it's just we're excited about the long-term opportunities of that as sort of a transformational customer experience and more secure platform.

Thank you.

Appreciate it.

Thanks. Thank you. And this will conclude our question and answer session. I would now like to turn the conference back over to CEO Mike Nolan for closing remarks.

Thanks for joining our call this morning. Together, the combined business delivered strong third quarter results, demonstrating the power of our complementary businesses and our ability to execute in dynamic market conditions. The title segment continues to deliver industry-leading margins in a low transactional environment and is capitalizing on stronger commercial activity. F&G is executing on its strategy that's focused on balancing continued growth in the spread-based annuity business alongside the fee-based flow ring insurance, middle market life insurance, and owned distribution strategies as they continue to deliver long-term shareholder value. We appreciate your interest in FNF and look forward to updating you on our fourth quarter earnings call.

Thank you for attending today's presentation, and the conference call has concluded. You may now disconnect.