Fidelity National Financial, Inc. (FNF) — Reincorporation detail

Announcement

2025-04-28

First SEC disclosure

Meeting / Vote

2025-06-11

COMPLETED

Effective

2025-06-11

Legal effective date

Market Cap

$12.9B

At announcement

Why this firm matters

Mid-to-large-cap firm ($12.9B) with sufficient market depth for reliable event-study identification.

Vote outcome — reincorporation proposal

Approval standard: affirmative vote of a majority of the shares of outstanding common stock entitled to vote thereon (DGCL §266(b)). Meeting type: annual.

For

147,059,505

Against

74,874,567

66.27% approval (For ÷ outstanding shares entitled to vote (computed value 66.27% reflects For/(For+Against), but binding statutory standard is majority of outstanding))

Event-study abnormal returns — announcement window

Returns around the announcement date.

Event date: 2025-04-15 · Estimation window: 2024-04-30 to 2025-04-14 (240 days)

Specification	Day-0 AR	Inference
Synthetic control (12-donor Financials peer pool)i	+0.96%	no inference
Market model (SPY benchmark)i	+0.68%	Patell-z p-value = 0.595
Sector-augmented model (SPY + Bank sector ETF (KBE)) HEADLINEi	-0.13%	Patell-z p-value = 0.903
Matched pair (vs FAF, market-model-adjusted)i	+0.93%	two-sided p-value = 0.608
Raw differential vs FAFi	+0.96%	no inference

Robustness checks — does the headline result hold up?

Three independent diagnostics that interrogate the headline estimate from different angles. All three pointing the same way = high confidence in the result.

Pre-event drift check: the firm's daily abnormal return drifted by -0.0004% per day in the pre-event window (p = 0.779). no detectable pre-event drift âœ“. — A near-zero slope means the pre-event period was stable, so the day-0 reaction is not contamination from a pre-existing trend.
Donor co-movement check: 3 of 12 peer firms moved in the same direction as the treated firm on the event day (binomial p = 0.1460). — A high concordance means the day was driven by industry-wide news rather than something firm-specific. A low concordance means the firm moved differently from peers (potential firm-specific signal).
Synthetic-control fit quality: pre-event correlation between the firm and its synthetic twin = 0.958 (tight tracking); RÂ² = 0.905 (fraction of pre-event variance explained); Durbin-Watson = 2.05 (no autocorrelation). — Higher correlation + higher RÂ² + Durbin-Watson near 2 means the synthetic peer was a good match before the event, so the post-event gap is interpretable.

Event-study abnormal returns — vote window

Returns around the shareholder-vote (or written-consent) date.

Event date: 2025-06-11 · T0 source: actual_effective_date_iso · Estimation window: trailing 240 days; 240 valid after NaN drop

Specification	Day-0 AR	Inference
Market model (SPY benchmark) HEADLINEi	+0.86%	Patell-z p-value = 0.534

Long-run abnormal returns & pooled estimates

Buy-and-hold abnormal returns (1 / 3 / 6 / 12 months) and calendar-time portfolio alpha (CTE) post-effective.

Effective date: 2025-06-11 · n_post = 222 days

Buy-and-hold abnormal returns (BHAR)

Horizon & benchmark	BHAR	Inference
1 month vs S&P 500	-7.76%	Patell-z = -0.96 · p = 0.339 · n = 21 days
1 month vs sector ETF (XLF)	-6.94%	Patell-z = -0.96 · p = 0.339 · n = 21 days
3 months vs S&P 500	+0.37%	Patell-z = +0.40 · p = 0.692 · n = 63 days
3 months vs sector ETF (XLF)	+3.75%	Patell-z = +0.40 · p = 0.692 · n = 63 days
6 months vs S&P 500	-11.62%	Patell-z = -0.30 · p = 0.764 · n = 126 days
6 months vs sector ETF (XLF)	-3.01%	Patell-z = -0.30 · p = 0.764 · n = 126 days

Calendar-time portfolio alpha (CTE)

Specification	Annualized alpha	Inference
Calendar-time portfolio alpha vs S&P 500	-9.65%/yr	t = -0.39 · p = 0.700 · n = 222 days · Newey-West HAC SE (lag=5)
Calendar-time portfolio alpha vs sector ETF	-1.56%/yr	t = -0.06 · p = 0.949 · n = 222 days · Newey-West HAC SE (lag=5)

Cohort-level robustness battery

Heckman selection-corrected ATE · Romano-Wolf step-down + BH FDR · pooled BHAR. This firm's reading is shown in context of the full cohort.

Heckman two-step selection correction (controlled-vs-widely-held)

Cohort ATE = +0.94% (SE = 7.06%, n = 2395) after correcting for controller-status selection (inverse Mills ratio = -0.062).

Romano-Wolf step-down + Benjamini-Hochberg FDR (n = 47)

This firm: raw p = 0.903, Romano-Wolf adjusted p = 1.000, BH-FDR adjusted p = 0.966. Multiple-hypothesis correction is computed across the full cohort to control family-wise error rate at alpha = 0.05.

Pooled cohort BHAR (mover firms only)

BHAR_63d: mean = -5.60% (SE = 22.11%, n = 3, p = 0.499) · BHAR_126d: mean = +17.33% (SE = 41.17%, n = 3, p = 0.774)

See Cohort event study → for the full battery and forest plots.

Nevada Statutory Disclosures

Nevada Revised Statutes (NRS) governance provisions relevant to Delaware→Nevada redomestications. Five sections summarized; each links to the Nevada Legislature’s authoritative NRS text. Counterpart to the Texas § 21.552 / § 21.373 panel for TX-destination firms.

NRS § 78.138 — Director / officer fiduciary duty

Codifies the business-judgment rule and limits monetary liability of directors and officers absent breach of loyalty, intentional misconduct, fraud, or knowing violation of law. Stronger statutory shield than DGCL § 102(b)(7) on its face; charter opt-out / carve-out is firm-specific.

PENDING VERIFICATION

Adoption with carve-out by Fidelity National Financial, Inc.: primary-source verification pending; canonical record not yet populated.

NRS § 78.7502 — Indemnification of directors / officers

Broad permissive indemnification statute; covers expenses, judgments, fines, and amounts paid in settlement for any action by reason of service as director or officer, subject to good-faith standard. Charter / bylaw uptake is firm-specific.

PENDING VERIFICATION

Fidelity National Financial, Inc. indemnification provisions pending charter / bylaw extraction.

NRS §§ 78.378–3793 — Acquisition of controlling interest

Nevada's control-share acquisition statute (anti-takeover): voting rights of shares acquired in a “control-share acquisition” are extinguished absent disinterested-shareholder approval. Opt-out is by charter or bylaw amendment; default is opt-in for Nevada corporations meeting the statute's coverage thresholds.

PENDING VERIFICATION

Fidelity National Financial, Inc. opt-in / opt-out status pending charter or bylaw verification.

NRS §§ 78.411–444 — Combinations with interested stockholders

Nevada's business-combination statute (anti-takeover): for two years post-acquisition, a Nevada corporation may not engage in a “combination” with a 10%+ interested stockholder unless the board pre-approved the transaction. Charter opt-out available.

PENDING VERIFICATION

Fidelity National Financial, Inc. opt-in / opt-out status pending charter verification.

NRS § 92A.135 — Conversion mechanism (DGCL § 266 analog)

Authorizes conversion of a foreign business entity into a Nevada domestic entity by filing articles of conversion. The Nevada analog to DGCL § 266 (Delaware) and TBOC §§ 10.101–108 (Texas). Where used, the firm's redomestication is a true legal-entity conversion rather than a reverse-triangular merger.

PENDING VERIFICATION

Mechanism (§ 92A.135 conversion vs. merger-with-NV-sub) pending primary-source verification.

Primary-source pending. Where badges read “PENDING VERIFICATION,” the firm-specific adoption posture (e.g., charter carve-outs to NRS § 78.138, opt-outs from NRS §§ 78.378–3793 or 78.411–444) has not yet been extracted from the firm’s amended-and-restated articles or proxy materials. The presence of a Nevada incorporation alone does not establish adoption of every provision; opt-outs are charter-level facts.

Source filings

Primary-source documents on SEC EDGAR plus IR / search links.

IR — https://investor.fnf.com/
EDGAR — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001331875&type=&dateb=&owner=include&count=40
Proxy — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001331875&type=DEF+14A&dateb=&owner=include&count=40
8-K Item 5.07 (vote) · 0001331875-25-000046 — filing →

Classification & audit trail

Bucket

Panel eligibility

PANEL_A_post_SB29

Audit status

VERIFIED | PATCHED_v6-rev77_2026-05-24_wave1b_audit_fixes: per firm_roster_audit_2026-05-24.md + batch summaries

Source confidence

VERIFIED_VOTE

Transaction status

COMPLETED

Audit notes

Phase 3F: cleared future meeting_date_iso=2026-06-17 — firm already moved (eff_date=2025-06-12); the future date was the next annual meeting at the new domicile, not the reincorporation vote.
Phase 3F vote-result inferred APPROVED from status=COMPLETED + populated eff date (2025-06-12). Original vote_result was 'SCHEDULED'. Verify with 8-K if uncertain.
[2026-04-28] Phase 4I: replaced Google-search IR fallback with direct URL https://investor.fnf.com/
[2026-04-28] Phase 4K: corrected year error (announcement 2026-04-15 -> 2025-04-15). FNF is the cohort's only TWO_ATTEMPT_SUCCESS firm: 2024 vote failed outstanding-shares threshold (For 110,277,692 / Against 107,467,828 / ~27M broker non-votes); came back in 2025 with three governance concessions (NV exculpation opt-out for loyalty breaches; stockholder approval req'd for reverse splits; dissenter's rights for cash-out mergers). 2025 vote: For 147,059,505 / Against 74,874,567 -> APPROVED 2025-06-11. Within-firm governance-concession identification is the strongest causal-inference design in cohort.
[2026-04-28] Phase 4N: synthesized event_study_announcement_json from existing scalar CAR cells (phase4a_v2 join). Reviewer can extend with multi-spec analysis.
[2026-04-28] Phase 4Q: audit_status PENDING_TRANSACTION -> VERIFIED. 2025 successful vote (For 147.1M / Against 74.9M); two-attempt success after 2024 failure already flagged. [2026-04-28] phase5c: vote source 8-K 0001331875-25-000046 (2025-06-12, Δ=1d) applied from EDGAR pull (status=AUTO_RESOLVED) [2026-04-28] phase5c: vote source 8-K 0001331875-25-000046 (2025-06-12, Δ=1d) applied from EDGAR pull (status=AUTO_RESOLVED) [2026-04-29] phase5r: bucket 'D' -> 'B2' (DE->NV effective 2025-06-11 >= SB29 -> bucket B2) [2026-04-29] phase5w: comprehensive validation by external reviewer across tranches v3 (4-version full residual walk, 269 substantive answers across 52 firms, 0 bucket drifts vs v3.58)
[2026-04-29] v3.75: approval_basis='For ÷ (For + Against)' and approval_standard='majority of votes cast' confirmed by computed/stored pct match within 1pp. Pincite verification pending.
[2026-04-29] v3.75: PINCITE-VERIFIED — standard per multiple secondary sources is 'affirmative vote of a majority of the shares of our outstanding common stock entitled to vote thereon' (DGCL §266(b)). 2024 attempt FAILED (110.3M for vs 107.5M against — failed majority-of-outstanding test). 2025 attempt PASSED (147.1M for / 74.9M against). Stored approval_pct=66.27% reflects votes-cast computation; legally binding test was majority of outstanding voting power.
v3.84-rev2 MODERATE date correction: announcement_date_iso changed from 2025-04-15 to 2025-04-28. The April 15 date was board recommendation / press-release date for FNF's second reincorporation attempt (after 2024 failure). DEF 14A filed April 28, 2025 is the first SEC-filed disclosure of the renewed proposal. PRE 14A verification still pending.
v3.84-rev5 [2026-04-30] cell-audit reconciliation verified: DEF 14A filing date (second attempt) (source_type=DEF14A, quality=HIGH).