Item 1.01 Entry into a Material Definitive Agreement.

On September 17, 2021, Fidelity National Financial, Inc. (the "Company") completed its public offering of $450 million aggregate principal amount of its 3.200% Notes due September 17, 2051 (the "Notes"). The offer and sale of the Notes were registered under the Securities Act of 1933, as amended, pursuant to the Company's effective registration statement on Form S-3ASR (File No. 333-239002) filed with the Securities and Exchange Commission (the "SEC") on June 8, 2020 and were offered to the public pursuant to the prospectus supplement, dated September 14, 2021, to the prospectus, dated June 8, 2020 (together, the "Prospectus"), which forms part of the Registration Statement.

The offer and sale of the Notes were made pursuant to the terms of an Underwriting Agreement, dated as of September 14, 2021 (the "Underwriting Agreement"), among the Company and BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters listed in Schedule I thereto. The Underwriting Agreement includes the terms and conditions of the offer and sale of the Notes, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.

The Notes were issued under an Indenture (the "Base Indenture"), dated as of December 8, 2005, between the Company (formerly known as Fidelity National Title Group, Inc.) and The Bank of New York Trust Company, N.A. (now known as The Bank of New York Mellon Trust Company, N.A.) as Trustee (the "Trustee"), as supplemented by a First Supplemental Indenture, dated as of January 6, 2006, between such parties (the "First Supplemental Indenture"), a Second Supplemental Indenture, dated as of May 5, 2010, between such parties (the "Second Supplemental Indenture" and, together with the Base Indenture and the First Supplemental Indenture, the "Indenture"). The Notes, and certain specific terms of the Notes, were established by a seventh supplemental indenture to the Indenture (the "Seventh Supplemental Indenture").

The Notes are unsecured obligations of the Company and rank equal in right of payment with the Company's existing and future unsecured and unsubordinated indebtedness. Interest on the Notes accrues at a rate of 3.200% per annum and is payable on March 17 and September 17 of each year, commencing March 17, 2022. The Notes mature on September 17, 2051. The terms of the Notes are further described in the Prospectus.

The net proceeds from the offering of the Notes were approximately $444 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. The Company will use the net proceeds from the offering for general corporate purposes.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by the full text of the Underwriting Agreement, which is incorporated herein by reference and attached hereto as Exhibit 1.1. The foregoing description of the Seventh Supplemental Indenture and Notes is not complete and is qualified in its entirety by the full text of the Seventh Supplemental Indenture and form of Note, respectively, which is incorporated herein by reference and attached hereto as Exhibit 4.1. The foregoing description of the Base Indenture, First Supplemental Indenture and Second Supplemental Indenture is not complete and is qualified in its entirety by the full text of the Base Indenture, First Supplemental Indenture and Second Supplemental Indenture, respectively, which were filed with the SEC as

Exhibit 4.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2005, Exhibit 4.1 to the Company's Current Report on Form 8-K filed on January 24, 2006 , and Exhibit 4.1 to the Company's Current Report on Form 8-K filed on May 5, 2010, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit    Description
  1.1        Underwriting Agreement, dated as of September 14, 2021, between
           Fidelity National Financial, Inc. and BofA Securities, Inc. and J.P.
           Morgan Securities LLC, as representatives of the several underwriters
           named in Schedule I thereto.
  4.1        Seventh Supplemental Indenture, dated as of September 17, 2021,
           between Fidelity National Financial, Inc. and The Bank of New York
           Mellon Trust Company, N.A.
  5.1        Opinion of Weil, Gotshal & Manges LLP
  23.1       Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1 of this
           current report)
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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