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INDEX TO FNF'S FINANCIAL STATEMENTS
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As filed with the Securities and Exchange Commission on May 30, 2018

Registration No. 333-[    ·    ]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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Fidelity National Financial, Inc.
(Exact name of registrant as specified in its charter)

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601 Riverside Avenue
Jacksonville, Florida 32204
(904) 854-8100
(Address, including ZIP code, and telephone number, including
area code, of registrant's principal executive offices)

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Michael L. Gravelle
Executive Vice President, General Counsel and Corporate Secretary
Fidelity National Financial, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
(904) 854-8100
(Name, address, including ZIP code, and telephone number, including area code, of agent for service)

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Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this Registration Statement becomes effective and all conditions to the proposed transaction described herein have been satisfied or waived, as applicable, and upon completion of the mergers described in the enclosed proxy statement/prospectus.

            If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

            If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

            If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

            Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

            If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

            If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

            Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    o

            Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    o

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CALCULATION OF REGISTRATION FEE

†

Pursuant to Rule 416, this Registration Statement also covers an indeterminate number of additional securities of FNF as may be issuable as a result of stock splits, stock dividends or similar transactions.

(1)

The number of shares of FNF Group common stock, par value $0.0001, per share, of the Registrant represents the estimated maximum number of shares of the Registrant's common stock to be issued pursuant to the merger agreement described herein. The number of shares of common stock is based on the product obtained by multiplying (x) 25,053,677 shares of Stewart Information Services Corporation ("Stewart") common stock, par value of $1.00 per share, estimated to be outstanding immediately prior to the merger (which will be cancelled on completion of the merger) by (y) 0.50 by (z) the exchange ratio of 1.2850 of a share of FNF Group Common stock for each share of Stewart common stock.

(2)

Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act and calculated pursuant to Rules 457(f)(1) and 457(c) under the Securities Act. The proposed maximum aggregate offering price of the Registrant's common stock was calculated based upon the market value of shares of Stewart common stock (the securities to be cancelled on completion of the mergers) in accordance with Rule 457(c) under the Securities Act as follows: (i) the product of (x) $42.775, the average of the high and low prices per share of Stewart common stock on May 29, 2018, as quoted on the New York Stock Exchange, multiplied by (y) 25,053,677, the estimated number of shares of Stewart common stock to be exchanged pursuant to the merger, less (ii) $626,341,925, which is the estimated maximum amount of cash to be paid by the Registrant pursuant to the merger.

(3)

Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $124.50 per $1,000,000 of the proposed maximum aggregate offering price.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such dates as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   

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The information in this proxy statement/prospectus is not complete and may be changed. Fidelity National Financial, Inc. may not sell the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and is not soliciting an offer to buy securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION—DATED MAY 30, 2018

PROPOSED MERGERS—YOUR VOTE IS VERY IMPORTANT

Stewart Information Services Corporation
1980 Post Oak Boulevard, Suite 800
Houston, Texas 77056

         [    ·    ], 2018

Dear Stewart Stockholder:

           On March 18, 2018, Stewart Information Services Corporation ("Stewart") entered into a definitive merger agreement (the "merger agreement") with Fidelity National Financial, Inc. ("FNF"), A Holdco Corp. ("Merger Sub I") and S Holdco LLC ("Merger Sub II" and, together with Merger Sub I, the "Merger Subs"). Pursuant to the terms of the merger agreement, Merger Sub I will merge with and into Stewart (the "merger"), with Stewart surviving the merger as a direct wholly-owned subsidiary of FNF. Immediately thereafter, Stewart will merge with and into Merger Sub II (the "second merger" and, together with merger, the "mergers"), with Merger Sub II surviving the second merger as a direct wholly-owned subsidiary of FNF.

           If the mergers are completed, each share of Stewart common stock outstanding immediately prior to the effective time of the merger (other than shares owned by Stewart, its subsidiaries, FNF or the Merger Subs and shares in respect of which appraisal rights have been properly exercised and perfected under Delaware law) will be converted into, at the election of the holder of such share, subject to proration and adjustment (as described below), either (i) $50.00 in cash (the "cash election consideration"), (ii) 1.2850 shares of FNF common stock (the "stock election consideration") or (iii) $25.00 in cash and 0.6425 shares of FNF common stock (the "mixed election consideration"). Holders of Stewart common stock who do not make an election will receive the mixed election consideration. Your right to elect to receive the cash election consideration, the stock election consideration or the mixed election consideration is subject to proration as described in the section entitled "The Mergers—Procedures for Election—Proration Procedures".

           The final amount of merger consideration that you will receive will not be known at the time you vote on the adoption of the merger agreement or make an election because it is dependent on whether or not the combined company is required to divest assets or businesses in order to receive required regulatory approvals, as described in the section entitled "The Merger Agreement—Efforts to Complete the Mergers" beginning on page 122 of the accompanying proxy statement/prospectus. Under the terms of the merger agreement, if the combined company is required to divest assets or businesses with 2017 annual revenues in excess of $75 million in order to receive required regulatory approvals (up to a cap of $225 million of 2017 annual revenues), the merger consideration that you will receive will be adjusted downwards on a sliding scale between such amounts of divestitures up to a maximum reduction of $4.50 in value in the event that businesses or assets with 2017 annual revenues of $225 million are divested, with such adjustment to consist of (i) in the case shares of Stewart common stock with respect to which cash election consideration has been elected, a reduction of the amount of cash paid in respect of each share, (ii) in the case of shares of Stewart common stock with respect to which stock election consideration has been elected, a reduction in the number of shares of FNF common stock paid in respect of each share, and (iii) in the case of shares of Stewart common stock with respect to which mixed election consideration has been elected, a reduction in both the amount of cash and the number of shares of FNF common stock paid in respect of each share, with 50% of the aggregate value of such reduction to consist of a reduction of the cash consideration and 50% of the aggregate value of such reduction to consist of a reduction in the number of shares of FNF common stock. There can be no assurance that divestitures of assets or businesses with 2017 annual revenues in excess of $75 million will not occur, and accordingly there can be no assurance that the holders of Stewart common stock will receive the full amount of the cash election consideration, stock election consideration or mixed election consideration. See the sections entitled "The Merger Agreement—Merger Consideration," "The Mergers—Procedures for Election—Adjustment Procedures" and "The Merger Agreement—Efforts to Complete the Mergers."

           The mergers are intended to qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). Please see the discussion in the section entitled "Summary—Material U.S. Federal Income Tax Consequences of the Mergers" beginning on page 17 of the accompanying proxy statement/prospectus.

           We will hold a special meeting of our stockholders in connection with the proposed mergers on [    ·    ], 2018 at 1980 Post Oak Boulevard, First Floor Conference Room 110.16, Houston, Texas 77056 at [    ·    ] a.m., local time (unless the special meeting is adjourned or postponed). At the special meeting (or any adjournment or postponement thereof), stockholders will be asked to vote on the proposal to approve and adopt the merger agreement. The affirmative vote of the holders of a majority of the outstanding shares of Stewart common stock entitled to vote thereon is required to approve and adopt the merger agreement.

           We cannot complete the mergers unless Stewart stockholders approve and adopt the merger agreement. Your vote is very important, regardless of the number of shares you own. Whether or not you are able to attend the special meeting in person, please complete, sign and date the enclosed proxy card and return it in the envelope provided or by telephone (1-800-652-VOTE (8683)) or via the internet (at www.investorvote.com/STC) as promptly as possible so that your shares may be represented and voted at the special meeting (or any adjournment or postponement thereof).

           After careful consideration, the Stewart board of directors (the "Stewart board") has unanimously determined that the mergers and the other transactions contemplated by the merger agreement are advisable and fair to and in the best interests of Stewart stockholders and has unanimously approved the merger agreement. The Stewart board unanimously recommends that the Stewart stockholders vote "FOR" the proposal to approve and adopt the merger agreement.

           In addition, the Securities and Exchange Commission has adopted rules that require us to seek a non-binding, advisory vote with respect to certain compensation that will or may be paid by Stewart to its named executive officers that is based on or otherwise relates to the acquisition. The Stewart board unanimously recommends that Stewart stockholders vote "FOR" the named executive officer acquisition-related compensation advisory proposal described in the accompanying proxy statement/prospectus.

           The obligations of Stewart and FNF to complete the acquisition are subject to the satisfaction or waiver of certain conditions. The accompanying proxy statement/prospectus contains detailed information about Stewart, the special meeting, the merger agreement, the mergers and the other transactions contemplated by the merger agreement.

           This proxy statement/prospectus is an important document containing answers to frequently asked questions and a summary description of the mergers and the merger agreement, followed by more detailed information about FNF, Stewart, the mergers, and the other matters to be voted upon by Stewart stockholders as part of the special meeting. We urge you to read this document carefully and in its entirety. In particular, you should consider the matters discussed under "Risk Factors" beginning on page 29.

           Thank you for your consideration of this matter and your continued confidence in Stewart.

           NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE MERGERS, PASSED UPON THE MERITS OF THE MERGER AGREEMENT, THE MERGERS OR THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT OR DETERMINED IF THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated [    ·    ], 2018 and, together with the enclosed form of proxy, is first being mailed to Stewart stockholders on or about [    ·    ], 2018.

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Stewart Information Services Corporation
1980 Post Oak Boulevard, Suite 800
Houston, Texas 77056

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

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        YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE VOTE OVER THE INTERNET OR BY TELEPHONE PURSUANT TO THE INSTRUCTIONS CONTAINED IN THESE MATERIALS, OR BY MAIL BY COMPLETING, DATING, SIGNING AND RETURNING A PROXY CARD AS PROMPTLY AS POSSIBLE. IF YOU ATTEND THE SPECIAL MEETING AND WISH TO VOTE YOUR SHARES PERSONALLY, YOU MAY DO SO AT ANY TIME BEFORE THE PROXY IS EXERCISED.

        Your proxy may be revoked at any time before the vote at the special meeting, or any adjournment or postponement thereof, by following the procedures outlined in the accompanying proxy statement/prospectus.

        Please note that we intend to limit attendance at the special meeting to stockholders as of the record date (or their authorized representatives). If your shares are held by a broker, bank or other nominee, please bring to the special meeting your account statement evidencing your beneficial ownership of Stewart common stock as of the record date. All stockholders should also bring photo identification.

        The proxy statement/prospectus of which this notice forms a part provides a detailed description of the merger agreement, the mergers and the other transactions contemplated by the merger agreement. We urge you to read the proxy statement/prospectus, including any documents incorporated by reference, and its annexes carefully and in their entirety. If you have any questions concerning the mergers or the proxy statement/prospectus, would like additional copies of the proxy statement/prospectus or need help voting your shares of Stewart common stock, please contact Stewart's proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20^th Floor
New York, New York 10022
Stockholders May Call Toll-Free: (888)750-5834
Banks and Brokers Call Collect: (212) 750-5833

Houston, Texas
[    ·    ], 2018

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ADDITIONAL INFORMATION

        This proxy statement/prospectus incorporates important business and financial information about Stewart from documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into this proxy statement/prospectus free of charge by visiting FNF's website (www.fnf.com) or Stewart's website (www.stewart.com) or requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

        In addition, if you have questions about the mergers or the Stewart special meeting, or if you need to obtain copies of the accompanying proxy statement/prospectus, proxy card or other documents incorporated by reference in the proxy statement/prospectus, you may contact Innisfree, Stewart's proxy solicitor, at the address, telephone number and email listed below. You will not be charged for any of the documents you request.

Innisfree M&A Incorporated
501 Madison Avenue, 20^th Floor
New York, New York 10022
Stockholders May Call Toll-Free:
(888)750-5834
Banks and Brokers Call Collect:
(212) 750-5833

        If you would like to request any documents, please do so by 11:59 p.m. Eastern time, on [    ·    ], 2018 in order to receive them before the Stewart special meeting.

        For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see "Where You Can Find More Information".

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

        This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (referred to as the "SEC") by FNF, constitutes a prospectus of FNF under the Securities Act of 1933, as amended (referred to as the "Securities Act"), with respect to the shares of FNF Group common stock (referred to as the "FNF common stock") to be issued to Stewart stockholders pursuant to the merger. This proxy statement/prospectus also constitutes a proxy statement for Stewart under Section 14(a) of the Securities Exchange Act of 1934, as amended (referred to as the "Exchange Act"). It also constitutes a notice of meeting with respect to the special meeting of Stewart stockholders.

        FNF has supplied all information contained in this proxy statement/prospectus relating to FNF, and Stewart has supplied all information contained herein or incorporated by reference into this proxy statement/prospectus relating to Stewart. FNF and Stewart have both contributed information relating to the transactions. You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated [    ·    ], 2018, and you should assume that the information contained in this proxy statement/prospectus is accurate only as of such date. You should assume that the information incorporated by reference into this proxy statement/prospectus is only accurate as of the date of such information. Neither the mailing of this proxy statement/prospectus to Stewart stockholders nor the issuance by FNF of shares of FNF common stock pursuant to the merger will create any implication to the contrary.

        This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this proxy statement/prospectus regarding Stewart has been provided by Stewart and information contained in this proxy statement/prospectus regarding FNF has been provided by FNF.

        Unless otherwise indicated or as the context otherwise requires, all references in this proxy statement/prospectus to:

•

"adjournment proposal" refers to the proposal to authorize the adjournment of the Stewart special meeting by Stewart to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the Stewart special meeting to approve the merger agreement proposal;



•

"cash electing share" means each share of Stewart common stock with respect to which a cash election has been properly made and not revoked;



•

"cash election" means the election by a Stewart stockholder to receive cash as merger consideration in respect of a share of Stewart common stock;



•

"cash election consideration" refers to the merger consideration received in respect of a share of Stewart common stock as a result of the holder of such share of Stewart common stock electing to receive merger consideration in cash, subject to pro rata reductions to the extent such election is oversubscribed;



•

"closing" refers to the closing of the mergers;



•

"combined company" refers collectively to FNF and Stewart, following completion of the mergers;



•

"current FNF charter" means the Fourth Amended and Restated Certificate of Incorporation of FNF;



•

"Davis Polk" refers to Davis Polk & Wardwell LLP;



•

"DGCL" refers to the General Corporation Law of the State of Delaware;

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•

"DLLCA" refers to the Limited Liability Company Act of the State of Delaware;



•

"effective time" refers to the effective time of the merger;



•

"Exchange Act" means the Securities Exchange Act of 1934, as amended;



•

"exchange agent" means Continental Stock Transfer & Trust Company;



•

"exchange ratio" refers to the quotient (rounded to the nearest four decimal places) obtained by dividing (a) the per share price (as defined below) by (b) the FNF common stock share price, which, if the per share price equals $50.00, the parties agree shall be 1.2850, subject to further adjustment as set forth in the merger agreement;



•

"per share price" means an amount in cash, without interest, equal to an amount the greater of (i) (x) $50.00 minus the per share cash reduction amount (as defined below) and (ii) $45.50;



•

"per share cash reduction amount" means an amount in cash equal to the lesser of (i) $4.50, multiplied by a fraction (x) the numerator of which is the amount by which the 2017 annual revenues generated by businesses or assets that are required to be divested by the combined company in order to receive required regulatory approvals to complete the mergers exceed $75,000,000 and (y) the denominator of which is $150,000,000 and (ii) $4.50.



•

"FNF" refers to Fidelity National Financial, Inc., a Delaware corporation;



•

"FNF board" refers to the board of directors of FNF;



•

"FNF common stock" refers to the FNF Group common stock, par value $0.0001 per share;



•

"FNF stockholders" refers to holders of FNF common stock;



•

"HSR Act" refers to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;



•

"merger" refers to the merger through which Merger Sub I merges with and into Stewart, with Stewart surviving the merger as a direct wholly-owned subsidiary of FNF;



•

"merger agreement" refers to the Agreement and Plan of Merger, dated as of March 18, 2018, as it may be amended from time to time, by and among FNF, Stewart, Merger Sub I and Merger Sub II;



•

"merger agreement proposal" refers to the proposal to approve and adopt the merger agreement;



•

"merger consideration" refers to the right of holders of Stewart common stock as of the record date for the Stewart special meeting to receive either the mixed election consideration, the cash election consideration or the stock election consideration, in each case, in accordance with the merger agreement;



•

"Merger Sub I" refers to A Holdco Corp., a Delaware corporation and a direct wholly-owned subsidiary of FNF;



•

"Merger Sub II" refers to S Holdco LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of FNF;



•

"Merger Subs" refers collectively to Merger Sub I and Merger Sub II;



•

"mergers" refers collectively to the merger and the second merger;



•

"mixed consideration electing share" means each share of Stewart common stock with respect to which a mixed election has been properly made and not revoked;



•

"mixed election" means the election by a Stewart stockholder to receive 50% cash and 50% FNF common stock as merger consideration in respect of a share of Stewart common stock;

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•

"mixed election consideration" refers to the merger consideration received in respect of a share of Stewart common stock as a result of the holder of such share of Stewart common stock electing to receive merger consideration 50% cash and 50% FNF common stock;



•

"non-binding compensation advisory proposal" refers to the proposal to approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Stewart's named executive officers that is based on or otherwise relates to the mergers;



•

"NYSE" refers to the New York Stock Exchange;



•

"parent share price" means an amount equal to the average of the daily volume weighted average prices of a share of FNF common stock for each of the 20 trading days prior to the date of the merger agreement, on the NYSE, as reported by Bloomberg, or $38.91.



•

"proposed FNF charter" means the Fifth Amended and Restated Certificate of Incorporation of FNF, that will be submitted to a vote of the FNF stockholders on June 13, 2018;



•

"Required Antitrust Regulatory Filings/Approvals" means the expiration or termination of the waiting period under the HSR Act and the filings, consents, approvals, authorizations, clearances or other actions under any other applicable competition law set forth in the merger agreement;



•

"Required Insurance Regulatory Filings/Approvals" means the insurance regulatory filings and approvals set forth in the merger agreement;



•

"Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002;



•

"SEC" refers to the U.S. Securities and Exchange Commission;



•

"second merger" refers to the merger through which Stewart merges with and into Merger Sub II, with Merger Sub II surviving the merger as a direct wholly-owned subsidiary of FNF;



•

"Securities Act" means the Securities Act of 1933, as amended;



•

"Stewart" refers to Stewart Information Services Corporation, a Delaware corporation;



•

"Stewart board" refers to the board of directors of Stewart;



•

"Stewart common stock" refers to the common stock, par value $1.00 per share, of Stewart;



•

"Stewart financial advisor" refers to Citigroup Global Markets Inc., or "Citi";



•

"Stewart stockholder approval" refers to the adoption of the merger agreement at the Stewart special meeting by the affirmative vote of the holders of a majority of all outstanding shares of Stewart common stock as of the record date for the Stewart special meeting;



•

"Stewart stockholders" refers to the holders of Stewart common stock as of the record date for the Stewart special meeting;



•

"Stewart special meeting" refers to the special meeting of Stewart stockholders held in order to receive the Stewart stockholder approval;



•

"stock electing share" means each share of Stewart common stock with respect to which a stock election has been properly made and not revoked;



•

"stock election" means the election by a Stewart stockholder to receive FNF common stock as merger consideration in respect of a share of Stewart common stock;



•

"stock election consideration" refers to the merger consideration received in respect of a share of Stewart common stock as a result of the holder of such share of Stewart common stock electing to receive merger consideration in FNF common stock, subject to pro rata reductions to the extent such election is oversubscribed;



•

"subsequent effective time" refers to the effective time of the second merger;

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•

"transaction" refers to the mergers and the other transactions contemplated by the merger agreement and described in this proxy statement/prospectus;



•

"we", "our" and "us" refer to Stewart and FNF, collectively; and



•

"Weil" refers to Weil, Gotshal & Manges LLP.

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QUESTIONS AND ANSWERS

        The following are some questions that you, as a stockholder of Stewart, may have regarding the mergers, the consideration to be received in the transaction and the matters being considered at the Stewart special meeting as well as the answers to those questions. Stewart urges you to carefully read the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the mergers and the other matters being considered at the Stewart special meeting. Additional important information is also contained in the Annexes to and the documents incorporated by reference into this proxy statement/prospectus, as well as the registration statement to which this proxy statement/prospectus relates, including the exhibits to the registration statement.

Q:

Why am I receiving this proxy statement/prospectus?

A:

You are receiving this proxy statement/prospectus because FNF, Stewart, Merger Sub I and Merger Sub II have entered into a merger agreement pursuant to which, on the terms and subject to the conditions set forth in the merger agreement, FNF has agreed to acquire Stewart by means of a merger of Merger Sub I with and into Stewart, with Stewart surviving the merger as a wholly owned subsidiary of FNF, and your vote is required in connection with the merger. The merger agreement, which governs the terms of the merger, is attached to this proxy statement/prospectus as Annex A.

The merger agreement must be adopted by the holders of shares of Stewart common stock in accordance with the DGCL in order for the mergers to be consummated. At the Stewart special meeting, the Stewart stockholders will consider and vote on a proposal to adopt the merger agreement, along with certain other matters described in this proxy statement/prospectus.

If the mergers are completed, the surviving corporation will become a wholly owned subsidiary of FNF, and Stewart will no longer be a publicly traded company.

Q:

What will I receive in the mergers?

A:

At the effective time, each share of Stewart common stock issued and outstanding immediately prior to the effective time (other than shares owned by Stewart, its subsidiaries, FNF or the Merger Subs and dissenting shares in respect of which appraisal rights have been properly exercised and perfected under Delaware law) will be converted into the right to receive, at your election but subject to the adjustment and proration procedures described in further detail in the sections entitled "The Merger Agreement—Merger Consideration," "The Mergers—Procedures for Election—Adjustment Procedures" and "The Mergers—Procedures for Election—Proration Procedures", either:

        (1)   $50.00 in cash, referred to as the cash election consideration;

        (2)   1.2850 shares of FNF common stock, referred to as the stock election consideration; or

        (3)   $25.00 in cash and 0.6425 shares of FNF common stock, referred to as the mixed election consideration.

Under the terms of the merger agreement, if the combined company is required to divest assets or businesses with 2017 annual revenues in excess of $75 million in order to receive required regulatory approvals (up to a cap of $225 million of 2017 annual revenues), the merger consideration that you will receive will be adjusted downwards on a sliding scale between such amounts of divestitures up to a maximum reduction of $4.50 in value in the event that businesses or assets with 2017 annual revenues of $225 million are divested, with such adjustment to consist of (i) in the case shares of Stewart common stock with respect to which cash election consideration

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has been elected, a reduction of the amount of cash paid in respect of each share, (ii) in the case of shares of Stewart common stock with respect to which stock election consideration has been elected, a reduction in the number of shares of FNF common stock paid in respect of each share, and (iii) in the case of shares of Stewart common stock with respect to which mixed election consideration has been elected, a reduction in both the amount of cash and the number of shares of FNF common stock paid in respect of each share, with 50% of the aggregate value of such reduction to consist of a reduction of the cash consideration and 50% of the aggregate value of such reduction to consist of a reduction in the number of shares of FNF common stock.

There can be no assurance that divestitures of assets or businesses with 2017 annual revenues in excess of $75 million will not occur, and accordingly there can be no assurance that the holders of Stewart common stock will receive the full amount of the cash election consideration, stock election consideration or mixed election consideration.

You should be aware that your ability to elect to receive cash consideration or stock consideration in exchange for shares of Stewart common stock in the mergers is subject to proration procedures set forth in the merger agreement. These procedures are designed to ensure that the total amount of cash paid, and the total number of shares of FNF common stock issued, in the mergers to the holders of shares of Stewart common stock, in the aggregate, will equal the total amount of cash and number of shares of FNF common stock that would have been paid and issued if all shares of Stewart common stock were converted into the mixed election consideration.

For more information on the adjustment and proration procedures, see the sections entitled "The Mergers—Procedures for Election—Adjustment Procedures," "The Mergers—Procedures for Election—Proration Procedures," "The Merger Agreement—Merger Consideration" and "The Merger Agreement—Efforts to Complete the Mergers" of this proxy statement/prospectus.

Q:

How will I receive the merger consideration to which I am entitled?

A:

You will receive under separate cover a form of election in a separate mailing no less than 20 business days prior to the anticipated effective date. You should carefully review and follow the instructions accompanying that form of election. You will make your cash election, stock election or mixed election by properly completing, signing and submitting the form of election along with stock certificates (or evidence of shares in book-entry form) representing Stewart common stock to Continental Stock Transfer & Trust Company, the entity expected to serve as exchange agent in connection with the mergers no later than 5:00 p.m. (Eastern Time) on the business day that is two (2) trading days prior to the closing date. Such date will be announced publicly by FNF no less than five business days prior to the anticipated closing. If you should fail to make a cash election, stock election or mixed election, then you will be deemed to have made a mixed election.

You will be paid the merger consideration as promptly as practicable after the effective time and after receipt by the exchange agent of your stock certificates (or evidence of shares in book-entry form), a duly executed letter of transmittal and any additional documents required by the procedures set forth in the form of election or the letter of transmittal. In lieu of any fractional shares of FNF common stock or warrants to which a Stewart stockholder would otherwise be entitled in connection with the mergers, such stockholder will receive cash. No interest will be paid or accrued on any cash amounts received as merger consideration or in lieu of any fractional shares. See "The Mergers—Exchange of Shares."

Please do not send your Stewart stock certificates with your proxy card.

For more details on the election procedures, see "The Mergers—Procedures for Election."

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Q:

Can I change my election after the form of election has been submitted?

A:

Yes. You may revoke your election prior to the election deadline by submitting a written notice of revocation to the exchange agent or by submitting new election materials. Revocations must specify the name in which your shares are registered on the stock transfer books of Stewart and such other information as the exchange agent may request. If you wish to submit a new election, you must do so in accordance with the election procedures described in this proxy statement/prospectus and in the form of election that you will receive in a separate mailing. If you instructed a broker, bank, trustee or other nominee to submit an election for your shares, you must follow the directions of your broker, bank, trustee or other nominee for changing those instructions. Whether you revoke your election by submitting a written notice of revocation or by submitting new election materials, the notice of materials must be received by the exchange agent by the election deadline in order for the revocation or new election to be valid. See "The Mergers—Procedures for Election—Election Revocation and Changes."

Q:

May I transfer Stewart shares after I make my election?

A:

Yes, however, for Stewart stockholders who have made elections, any further transfers of their shares made on the stock transfer books of Stewart will be deemed to be a revocation of their election. See "The Mergers—Procedures for Election—Impact of Selling Shares as to which an Election has Already Been Made."

Q:

What if I do not send a form of election or it is not received?

A:

If the exchange agent does not receive a properly completed form of election from you before the election deadline, together with any stock certificates (or evidence of shares in book-entry form) representing the shares you wish to exchange for the merger consideration, properly endorsed for transfer, book-entry transfer shares or a guarantee of delivery and any additional documents required by the procedures set forth in the form of election, then you will have no control over the type of merger consideration you receive. Stewart stockholders not making an election will be deemed to have made a mixed election. See "The Mergers—Procedures for Election—Non-Electing Holders." You bear the risk of delivery and should send any form of election by courier or by hand to the appropriate address shown in the form of election.

If you do not make a valid election with respect to any shares of Stewart common stock that you own of record, you will receive written instructions from the exchange agent after completion of the proposed transactions on how to exchange your Stewart shares for the merger consideration.

Q:

May I submit a form of election even if I do not vote to adopt the merger agreement and to approve the transactions contemplated by the merger agreement?

A:

Yes. You may submit a form of election even if you vote against the adoption of the merger agreement and approval of the transactions contemplated by the merger agreement or if you abstain from voting.

Q:

When and where will the Stewart special meeting be held?

A:

The Stewart special meeting will be held on [    ·    ], 2018 at [    ·    ] a.m. local time, at 1980 Post Oak Boulevard, First Floor Conference Room 110.16, Houston, Texas 77056.

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Q:

What proposals will be considered at the Stewart special meeting?

A:

At the Stewart special meeting, Stewart stockholders are being asked to consider and vote upon:

•

a proposal to approve and adopt the merger agreement, referred to as the merger agreement proposal;

•

a proposal to approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Stewart's named executive officers that is based on or otherwise relates to the mergers, referred to as the non-binding compensation advisory proposal; and

•

a proposal to authorize the adjournment of the Stewart special meeting by Stewart to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the Stewart special meeting to approve the merger agreement proposal, referred to as the adjournment proposal.

The approval of the merger agreement proposal is a condition to the completion of the mergers. The approval of the adjournment proposal and the non-binding compensation advisory proposal are not conditions to the completion of the mergers.

Q:

How does the Stewart board recommend that Stewart stockholders vote?

A:

The Stewart board recommends that you vote "FOR" the merger agreement proposal, "FOR" the adjournment proposal if necessary to solicit additional proxies in favor of the approval of the merger agreement proposal and "FOR" the non-binding compensation advisory proposal, see "Where You Can Find More Information." Your vote is important. Adoption of the merger agreement by the Stewart stockholders is a condition to the completion of the mergers and requires the affirmative vote, in person or by proxy, of holders of a majority of the shares of Stewart common stock outstanding and entitled to vote on such proposal. Adoption of the other proposals to be considered at the special meeting requires the affirmative vote of holders of a majority of the votes cast affirmatively or negatively on such proposals.

For more information regarding how the Stewart board recommends you vote, see "The Mergers—Recommendation of Stewart's Board and Reasons for the Mergers."

Q:

How can I attend the Stewart special meeting?

A:

All Stewart stockholders are invited to attend the Stewart special meeting. You may be asked to present valid photo identification, such as a driver's license or passport, before being admitted to the Stewart special meeting. If you hold your Stewart shares in "street name", you also may be asked to present proof of ownership to be admitted to the Stewart special meeting. A brokerage statement or letter from your broker, bank, trust company or other nominee proving ownership of the shares on the record date are examples of proof of ownership.

Q:

Who is entitled to vote at the Stewart special meeting?

A:

The record date for the Stewart special meeting is [    ·    ], 2018 (the "Stewart record date"). Only stockholders of record at the close of business on that date are entitled to attend and vote at the Stewart special meeting or any adjournment or postponement thereof. The only class of stock that can be voted at the meeting is Stewart common stock. Each outstanding share of Stewart common stock is entitled to one vote on all matters that come before the meeting. At the close of business on the record date, there were [    ·    ] shares of Stewart common stock issued and outstanding, approximately [    ·    ]% of which were held by Stewart's directors and executive officers. We currently expect that Stewart's directors and executive officers will vote their shares in favor of

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merger agreement proposal and the other proposals to be considered at the Stewart special meeting, although no director or executive officer is obligated to do so.

Q:

How many votes do I have?

A:

Each stockholder is entitled to one vote on each proposal for each share of Stewart common stock owned by such stockholder at the close of business on [    ·    ], 2018.

Q:

What constitutes a quorum at the Stewart special meeting?

A:

The holders of a majority of the outstanding shares of Stewart common stock entitled to vote at the Stewart special meeting, present in person or represented by proxy, will constitute a quorum at the Stewart special meeting. For purposes of determining a quorum, your shares will be included as represented at the meeting even if your proxy indicates that you abstain from voting. If a broker who is a record holder of shares indicates on a form of proxy that the broker does not have discretionary authority to vote those shares, or if those shares are voted in circumstances in which proxy authority is defective or has been withheld, those shares will not be treated as present for purposes of determining the presence of a quorum.

Q:

What vote is required to approve each proposal?

A:

The merger agreement proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Stewart common stock entitled to vote on such proposal, voting together as a single class. Each of the adjournment proposal and the non-binding compensation advisory proposal requires the affirmative vote of the holders of a majority of the votes cast affirmatively or negatively on such proposal (assuming a quorum is present).

Q:

How can I vote my shares in person at the Stewart special meeting?

A:

Shares of Stewart common stock held directly in your name as the stockholder of record as of the close of business on the Stewart record date may be voted in person at the Stewart special meeting. If you choose to attend the Stewart special meeting, you will need to bring valid, government-issued photo identification. If you are a beneficial owner of Stewart common stock but not the stockholder of record of such shares, you will also need proof of stock ownership to be admitted to the Stewart special meeting. A recent brokerage statement or a letter from a bank or broker are examples of proof of ownership. Please note that if your shares are held in "street name" by a broker, bank or other nominee and you wish to vote at the Stewart special meeting, you will not be permitted to vote in person unless you first obtain a legal proxy issued in your name from the record owner and present it to the inspector of election with your ballot at the Stewart special meeting. To request a legal proxy, please contact your broker, bank or other nominee holder of record. It is suggested you do so in a timely manner to ensure receipt of your legal proxy prior to the Stewart special meeting.

Failure to bring the appropriate documentation may delay your entry into or prevent you from attending the Stewart special meeting. The doors to the meeting room will be closed promptly at the start of the meeting, and Stewart stockholders will not be permitted to enter after that time.

Holders of Stewart common stock should submit their proxy even if they plan to attend the Stewart special meeting. Stewart stockholders can change their vote at the Stewart special meeting.

Q:

How can I vote my shares without attending the Stewart special meeting?

A:

If you are a stockholder of record of Stewart common stock as of the close of business on the Stewart record date, you can vote by proxy via the internet, by telephone or by mail by following

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the instructions provided in the enclosed proxy card. Please note that if you are a beneficial owner, you may vote by submitting voting instructions to your bank, brokerage firm or other nominee, or otherwise by following instructions provided by your bank, brokerage firm or other nominee. Telephone and internet voting may be available to beneficial owners. Please refer to the vote instruction form provided by your bank, brokerage firm or other nominee.

Q:

What is the difference between a stockholder of record and a "street name" holder?

A:

If your shares of Stewart common stock are registered directly in your name with Stewart's transfer agent, Computershare, you are considered the stockholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in "street name." Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.

Q:

My shares are held in "street name" by my broker, bank, trust company or other nominee. Will my broker, bank, trust company or other nominee automatically vote my shares for me?

A:

If you hold your shares of Stewart common stock in a stock brokerage account or if your shares are held by a bank, brokerage firm or other nominee (that is, in "street name"), you must provide the record holder of your shares with instructions on how to vote your shares. Banks, brokerage firms or other nominees who hold shares of Stewart common stock on behalf of their customers may not give a proxy to Stewart to vote those shares without specific instructions from their customers. Please follow the voting instructions provided by your bank, brokerage firm or other nominee. Please note that you may not vote shares of Stewart common stock held in street name by returning a proxy card directly to Stewart or by voting in person at the Stewart special meeting unless you provide a "legal proxy," which you must obtain from your bank, brokerage firm or other nominee.

If you fail to instruct your bank, brokerage firm or other nominee to vote your shares of Stewart common stock, your bank, brokerage firm or other nominee may not vote your shares on the merger agreement proposal, the adjournment proposal or the non-binding compensation advisory proposal. This will have the same effect as a vote against the merger agreement proposal, but it will have no effect on the adjournment proposal or the non-binding compensation advisory proposal, assuming a quorum is present.

Q:

What will happen if I fail to vote or I abstain from voting?

A:

If you are a Stewart stockholder and fail to vote or abstain from voting, it will have the same effect as a vote against the merger agreement proposal, but, assuming a quorum is present, it will have no effect on the adjournment proposal or the non-binding compensation advisory proposal.

Q:

What will happen if I return my proxy card without indicating how to vote?

A:

If you sign, date and return your proxy and do not indicate how you want your shares of Stewart common stock to be voted, then your shares of Stewart common stock will be voted "FOR" the merger agreement proposal, "FOR" the adjournment proposal if necessary to solicit additional proxies in favor of the approval of the merger agreement and "FOR" the non-binding compensation advisory proposal.

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Q:

Can I change my vote or revoke my proxy after I have returned a proxy or voting instruction card?

A:

Yes. If you are a stockholder of record of Stewart common stock as of the close of business on the Stewart record date, whether you vote by telephone, internet or mail, you can change or revoke your proxy before it is voted at the Stewart special meeting by:

•

delivering to the Corporate Secretary of Stewart a signed written notice of revocation, bearing a date later than the date of the proxy, stating that the proxy is revoked;

•

signing and delivering a new proxy, relating to the same shares and bearing a later date;

•

submitting another proxy by telephone or on the internet (the latest telephone or internet voting instructions are followed); or

•

attending the Stewart special meeting and voting in person, although attendance at the Stewart special meeting will not, by itself, revoke a proxy.

If you are a beneficial owner of Stewart common stock as of the close of business on the Stewart record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Q:

What does it mean if I receive more than one set of proxy materials?

A:

You may receive more than one set of voting materials relating to the Stewart special meeting (i) if you hold shares of Stewart stock in "street name" and also directly in your name as a stockholder of record or otherwise, (ii) if you hold shares of Stewart common stock in more than one brokerage account or (iii) if you hold shares of Stewart stock under the Stewart 401(k) Salary Deferral Plan and additional shares of Stewart stock. If you do receive more than one set of voting materials, you should follow the appropriate procedures in each set of voting materials to ensure that you vote all of your shares.

Direct holders (stockholders of record)

For shares of Stewart common stock held directly, please complete, sign, date and return the proxy card (or cast your vote by telephone or internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of Stewart common stock are voted.

Holders of shares in "street name"

For shares of Stewart common stock held in "street name" through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares.

Stewart 401(k) Salary Deferral Plan

For shares of Stewart common stock held under the Stewart 401(k) Salary Deferral Plan, please complete, sign, date and return the proxy card (or cast your vote by telephone or internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of Stewart common stock are voted. Schwab as Trustee is entitled to exercise voting rights attributable to Stewart common stock in accordance with the plan, if the instructions are not promptly received by Schwab or validly given.

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Q:

Who is the inspector of election?

A:

Stewart has selected Computershare to act as the inspector of election for the Stewart special meeting.

Q:

Where can I find the voting results of the Stewart special meeting?

A:

The preliminary voting results are expected to be announced at the Stewart special meeting. In addition, within four (4) business days following certification of the final voting results, Stewart intends to file the final voting results of its special meeting with the SEC on Form 8-K.

Q:

Do I need to do anything with my shares of Stewart common stock other than voting for the proposals at the Stewart special meeting?

A:

If the merger agreement proposal is approved, you will have the ability to elect to receive either the mixed election consideration, the stock election consideration or the cash election consideration. If the merger agreement proposal is approved, you will receive instructions following the Stewart special meeting regarding exchanging your shares of Stewart common stock for shares of FNF common stock. You do not need to take any action at this time. Please do not send your Stewart stock certificates with your proxy card.

Q:

Are Stewart stockholders entitled to appraisal rights?

A:

Yes. Stewart stockholders may exercise appraisal rights in connection with the mergers under the DGCL. For more information on appraisal rights, see the section entitled "Summary—Appraisal Rights in Connection with the Mergers".

Q:

What happens if I transfer my shares of Stewart common stock before the Stewart special meeting?

A:

The Stewart record date for Stewart stockholders entitled to vote at the Stewart special meeting is earlier than the date of the Stewart special meeting. If you transfer your shares of Stewart common stock after the Stewart record date but before the Stewart special meeting, you will, unless special arrangements are made, retain your right to vote at the Stewart special meeting but will have transferred the right to receive the merger consideration in connection with the mergers to the person to whom you transferred your shares of Stewart common stock.

Q:

What are the material U.S. federal income tax consequences of the mergers to U.S. holders of Stewart common stock?

A:

The mergers are intended to qualify as a "reorganization" pursuant to section 368(a) of the Code. Assuming the mergers qualify as reorganizations, a U.S. holder of Stewart common stock generally:

•

will not recognize gain or loss as a result of receiving solely FNF common stock as merger consideration, except for any gain or loss recognized with respect to cash received in lieu of a fractional share of FNF common stock;

•

will recognize gain (but not loss) as a result of receiving part cash and part FNF common stock with respect to the holder's Stewart common stock in an amount equal to the lesser of (i) any gain realized with respect to that stock and (ii) the amount of any cash received with respect to that stock; and

•

will recognize gain or loss as a result of receiving solely cash with respect to all the holder's Stewart common stock in an amount equal to the difference between the holder's basis in the Stewart common stock and the total amount of cash received as a result of the mergers.

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Tax matters are very complicated, and the tax consequences of the mergers to a particular stockholder will depend in part on such stockholder's circumstances, on whether such stockholder elects to receive common stock, cash or a mix of common stock and cash, on whether such stockholder's election is effective or must be changed under the proration provisions of the merger agreement, and on many variables which are not within Stewart's and FNF's control. Accordingly, you should consult your tax advisor for a full understanding of the tax consequences of the mergers to you, including the applicability and effect of federal, state, local and foreign income and other tax consequences. For more information on tax consequences, see the section entitled "Summary—Material U.S. Federal Income Tax Consequences of the Mergers".

Q:

What will happen if all of the proposals to be considered at the Stewart special meeting are not approved?

A:

As a condition to the completion of the mergers, Stewart stockholders must approve the merger agreement proposal. Completion of the mergers is not conditioned or dependent on approval of any of the other proposals to be considered at the Stewart special meeting.

Q:

Will I still be paid dividends prior to the mergers?

A:

Yes. FNF and Stewart will coordinate regarding the declaration and payment of dividends (including the record dates and dividend payment dates) to ensure that no holder of Stewart common stock or FNF common stock will receive two dividends, or fail to receive one dividend, for any calendar quarter.

Q:

When do you expect the mergers to be completed?

A:

FNF and Stewart hope to complete the transaction as soon as reasonably practicable and currently expect the closing of the mergers to occur in the first or second quarter of 2019. However, the mergers are subject to Stewart stockholder approval, regulatory approvals and the satisfaction or waiver of other conditions, as described in the merger agreement, and it is possible that factors outside the control of FNF or Stewart could result in the mergers being completed at an earlier time, a later time or not at all. There can be no assurance as to when or if the mergers will close. For a discussion of the regulatory approvals required in connection with the mergers, see the section entitled "The Mergers—Regulatory Approvals". For a discussion of the conditions to the mergers, see the section entitled "Summary—Conditions to Completion of the Mergers".

Q:

What are the conditions to completion of the mergers?

A:

In addition to the approval of the Stewart stockholders, the completion of the transaction is subject to satisfaction or waiver of a number of closing conditions, including:

•

The merger agreement proposal is approved by the Stewart stockholders;

•

There being no injunction preventing consummation of the mergers (with respect to antitrust laws and insurance laws, solely with respect to the required insurance regulatory filings/approvals);

•

The filings under the required antitrust regulatory filings/approvals will have been made and any applicable approvals, consents, authorizations, clearances or waiting periods thereunder will have been received and remain in effect (in the case of approvals, consents, authorizations or clearances) or expired or been terminated (in the case of waiting periods);

•

The filings under the required insurance regulatory filings/approvals will have been made and any applicable approvals, consents, authorizations, clearances or waiting periods thereunder will

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have been received and remain in effect (in the case of approvals, consents, authorizations or clearances) or expired or been terminated (in the case of waiting periods);

•

Effectiveness of a registration statement on Form S-4;



•

The shares of FNF common stock to be issued in the mergers will have been approved for listing on the NYSE;



•

Subject to specified materiality standards, the accuracy of representations and warranties made by each party under the merger agreement;



•

Compliance in all material respects with the covenants of both parties; and



•

There will have been no occurrence of a material adverse effect regarding either FNF or Stewart.



•

For more information on conditions to completion of the mergers, see "Summary—Conditions to Completion of the Mergers."

Q:

What will happen to outstanding Stewart equity awards in the mergers?

A:

Each restricted share or restricted stock unit, and each performance share and performance share unit, outstanding under any Stewart stock plan which is outstanding at the effective time will immediately vest in accordance with the merger agreement, be converted into the right to receive, by virtue of the merger and without any action on the part of the holder thereof, the mixed election consideration, or will be assumed and converted into a restricted stock unit relating to shares of FNF common stock. For more information on outstanding Stewart equity awards, see "The Merger Agreement—Treatment of Stewart Company Equity Awards."

Q:

Are there any risks in the mergers that I should consider?

A:

Yes. You should consider the risk factors set out in the section entitled "Risk Factors."

Q:

What effects will the mergers have on FNF and Stewart?

A:

Upon completion of the mergers, Stewart will be merged with and into Merger Sub II, with Merger Sub II continuing as the surviving corporation and a wholly-owned subsidiary of FNF. As a condition to the completion of the mergers, the shares of FNF common stock to be issued in connection with the mergers will have been approved for listing on the NYSE, subject to official notice of issuance.

Q:

Where can I find more information about the parties to the mergers?

A:

Stewart and FNF each file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. You may read and copy any of this information at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The SEC also maintains an internet website that contains reports, proxy and information statements, and other information regarding issuers, including Stewart and FNF, who file electronically with the SEC. The address of that site is www.sec.gov.

Investors may also consult FNF's or Stewart's website for more information about FNF or Stewart, respectively. FNF's website is www.fnf.com. Stewart's website is www.stewart.com. Information included on these websites is not incorporated by reference into this proxy statement/prospectus.

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You can obtain any of these documents from the SEC, through the SEC's website at the address described above, or FNF or Stewart will provide you with copies of these documents, without charge, upon written or oral request to:

Q:

Who can help answer my questions?

A:

You may contact Stewart's proxy solicitor, Innisfree, with any questions about the proposals or how to vote or request additional copies of any materials at:

Innisfree M&A Incorporated
501 Madison Avenue, 20^th Floor
New York, New York 10022
Stockholders May Call Toll-Free: (888)750-5834
Banks and Brokers Call Collect: (212) 750-5833

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RISK FACTORS

        In evaluating FNF, Stewart, their respective businesses, the combined company and the merger agreement proposal, you should carefully consider the following risk factors, as well as the other information included in or incorporated by reference into this proxy statement/prospectus, before deciding how to vote. Realization of any of the risks described below, any of the events described under "Cautionary Statement Regarding Forward-Looking Statements" or any of the risks or events described in the information incorporated by reference could have a material adverse effect on FNF's, Stewart's or the combined company's respective businesses, financial condition, cash flows and results of operations and could result in a decline in the trading price of their respective shares of common stock. You should consider these risks and the other information in this document and the other documents incorporated by reference into this document. See the section entitled "Where You Can Find More Information".

Risk Factors Relating to the Mergers

The mergers and related transactions are subject to approval by the stockholders of Stewart.

        In order for the mergers to be completed, Stewart stockholders must approve the merger agreement proposal, which requires the affirmative vote of holders of a majority of the outstanding shares of Stewart common stock entitled to vote thereon. There can be no assurance that this approval will be obtained.

FNF's stock price may be negatively impacted by risks and conditions that apply to FNF, which are different from the risks and conditions applicable to Stewart.

        Upon completion of the mergers, Stewart stockholders who elect to receive the stock election consideration or mixed election consideration will become holders of FNF common stock. The businesses and markets of FNF and the other companies it has acquired and may acquire in the future are different from those of Stewart. There is a risk that various factors, conditions and developments that would not affect the price of Stewart common stock could negatively affect the price of FNF common stock.

The mergers are subject to the receipt of consents and clearances from regulatory authorities that may impose conditions that could have an adverse effect on FNF or Stewart or that could delay or, if not obtained, could prevent completion of the mergers.

        The mergers are subject to approvals or non-disapprovals from or notices to state insurance regulators, state financial institution regulators, state real estate regulators and various other federal and state regulatory authorities, as well as insurance authorities in Canada, Mexico and the United Kingdom. Additionally, the mergers are subject to review by the FTC and the Antitrust Division of the DOJ under the HSR Act, and the Canada Competition Bureau under the Canadian Competition Act. Before the mergers may be completed, applicable waiting periods must expire or terminate under antitrust laws and various approvals, consents or clearances may be required to be obtained from regulatory entities. In deciding whether to grant antitrust or other regulatory clearances, the relevant governmental entities will consider the effect of the mergers on competition within their relevant jurisdictions. The terms and conditions of the approvals that are granted may impose requirements, limitations or costs or place restrictions on the conduct of FNF's business following the mergers. There can be no assurance that regulators will not impose conditions, terms, obligations or restrictions and that such conditions, terms, obligations or restrictions will not have the effect of delaying completion of the mergers or imposing additional material costs on or materially limiting the revenues of FNF following the mergers. In addition, neither FNF nor Stewart can provide assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the mergers. If certain insurance regulatory or antitrust regulatory approvals are not received, including those

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mentioned above, FNF may be required to pay Stewart a reverse termination fee of $50 million. For more information on the regulatory review process, see the section entitled "The Mergers—Regulatory Approvals".

Stewart stockholders may not receive all consideration in the form they elect, and the form of consideration that they receive may have a lower value or less favorable tax consequences than the form of consideration that they elect to receive.

        Stewart stockholders that make either the cash election or the stock election will be subject to proration if holders of Stewart common stock, in the aggregate, elect to receive more or less than the aggregate amount of cash consideration to be paid in the mergers. Accordingly, some of the consideration Stewart stockholders receive in the mergers may differ from the type of consideration they select and such difference may be significant. This may result in, among other things, tax consequences that differ from those that would have resulted if Stewart stockholders had received solely the form of consideration that they elected. The relative proportion of stock and cash that a Stewart stockholder receives may also have a value that is higher or lower than the relative proportion of stock and cash that the Stewart stockholder elected to receive. A discussion of the proration mechanism can be found under the heading "The Mergers—Procedures for Election—Proration Adjustments" and a discussion of the material federal income tax consequences of the mergers can be found under the heading "The Mergers—Material U.S. Federal Income Tax Consequences of the Mergers."

FNF and Stewart may have difficulty attracting, motivating and retaining executives and other employees in light of the mergers.

        Uncertainty about the effect of the mergers on FNF and Stewart employees may have an adverse effect on FNF and Stewart and consequently the combined company. This uncertainty may impair FNF's and Stewart's ability to attract, retain and motivate personnel until the mergers are completed. FNF and Stewart are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. The combined company's success after the mergers will depend in part upon its ability to retain key management personnel and other key employees of FNF and Stewart. Employee retention may be particularly challenging during the pendency of the mergers, as employees may feel uncertain about their future roles with the combined company. In addition, FNF and Stewart may have to provide additional compensation in order to retain employees. If employees of FNF or Stewart depart because of issues relating to the uncertainty and difficulty of integration or a desire not to become employees of the combined company, the combined company's ability to realize the anticipated benefits of the mergers could be reduced.

FNF and Stewart will incur substantial transaction-related costs in connection with the mergers.

        FNF and Stewart expect to incur a number of non-recurring transaction-related costs associated with completing the mergers, combining the operations of the two companies and achieving desired synergies. These fees and costs will be substantial. Non-recurring transaction costs include, but are not limited to, fees paid to legal, financial and accounting advisors, filing fees and printing costs. Additional unanticipated costs may be incurred in the integration of the businesses of FNF and Stewart. There can be no assurance that the elimination of certain duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, will offset the incremental transaction-related costs over time. Thus, any net benefit may not be achieved in the near term, the long term or at all.

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The completion of the mergers is not conditioned on the receipt of an opinion of counsel to the effect that the mergers will be treated for U.S. federal income tax purposes as a "reorganization" within the meaning of the Code, and neither Stewart nor FNF intends to request a ruling from the IRS regarding the United States federal income tax consequences of the mergers.

        It is intended that, for U.S. federal income tax purposes, the mergers will qualify for the Intended Tax Treatment. Stewart intends to seek a tax opinion from Davis Polk & Wardwell LLP that the mergers qualify for the Intended Tax Treatment. However, the completion of the mergers is not conditioned on the mergers qualifying for such treatment or upon the receipt of an opinion of counsel to that effect. In addition, neither Stewart nor FNF intends to request a ruling from the IRS regarding the U.S. federal income tax consequences of the mergers. Accordingly, even if Stewart and FNF conclude that the mergers qualify for the Intended Tax Treatment, no assurance can be given that the IRS will not challenge that conclusion or that a court would not sustain such a challenge.

        You should read the section entitled "Summary—Material U.S. Federal Income Tax Consequences of the Mergers" for a more complete discussion of the U.S. federal income tax consequences of the mergers. Tax matters can be complicated, and the tax consequences of the mergers to you will depend on your particular tax situation. You should consult your tax advisor to determine the tax consequences of the mergers to you.

Failure to successfully combine the businesses of FNF and Stewart in the expected time frame may adversely affect the future results of the combined company, and, consequently, the value of any FNF common stock that Stewart stockholders receive as part of the merger consideration.

        The success of the proposed mergers will depend, in part, on the ability of FNF to realize the anticipated benefits and synergies from combining the businesses of FNF and Stewart. To realize these anticipated benefits, the businesses must be successfully combined. If the combined company is not able to achieve these objectives, or is not able to achieve these objectives on a timely basis, the anticipated benefits of the transactions may not be realized fully or at all. In addition, the actual integration may result in additional and unforeseen expenses, which could reduce the anticipated benefits of the transactions. These integration difficulties could result in declines in the market value of FNF common stock and, consequently, result in declines in the market value of the FNF common stock that Stewart stockholders receive as part of the merger consideration and continue to hold following consummation of the proposed mergers.

The mergers are subject to conditions, including certain conditions that may not be satisfied, and may not be completed on a timely basis, or at all. Failure to complete the mergers could have material and adverse effects on Stewart and FNF.

        The completion of the mergers is subject to a number of conditions, including the approval of the merger agreement proposal by the Stewart stockholders, which make the completion and timing of the completion of the mergers uncertain. For more information relating to conditions to completion of the mergers, see the section entitled "The Merger Agreement—Conditions to Completion of the Mergers". Also, either Stewart or FNF may terminate the merger agreement if the mergers have not been completed by March 18, 2019 (or the extended end date, if applicable), unless the failure of the mergers to be completed by such date has resulted from the failure of the party seeking to terminate the merger agreement to perform its obligations.

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        If the mergers are not completed on a timely basis, or at all, FNF's and Stewart's respective ongoing businesses may be adversely affected and, without realizing any of the benefits of having completed the merger, Stewart and FNF will be subject to a number of risks, including the following:

•

Stewart may be required, under certain circumstances, to pay FNF a termination fee of $33 million if the merger agreement is terminated under qualifying circumstances, as described in the merger agreement;



•

FNF may be required, if certain antitrust regulatory or regulatory approvals are not received, to pay Stewart a reverse termination fee of $50 million;



•

Stewart and FNF will be required to pay certain costs relating to the merger, whether or not the mergers are completed, such as legal, accounting, financial advisor and printing fees;



•

under the merger agreement, each of FNF and Stewart is subject to certain restrictions on the conduct of its business prior to completing the mergers which may adversely affect its ability to execute certain of its business strategies;



•

time and resources committed by FNF's and Stewart's respective management to matters relating to the mergers could otherwise have been devoted to pursuing other beneficial opportunities;



•

the market price of FNF common stock or Stewart common stock could decline below current market prices to the extent that such current market prices reflect a market assumption that the mergers will be completed; and



•

if the merger agreement is terminated and the Stewart board seeks another business combination, stockholders of Stewart cannot be certain that Stewart will be able to find a party willing to enter into a business combination or other strategic transaction on terms equivalent to or more attractive than the terms that FNF has agreed to in the merger agreement.

        In addition, if the mergers are not completed, FNF and/or Stewart may experience negative reactions from the financial markets and from their respective customers and employees. FNF and/or Stewart could also be subject to litigation related to any failure to complete the mergers or to enforcement proceedings commenced against FNF or Stewart to perform their respective obligations under the merger agreement. If the mergers are not completed, FNF and Stewart cannot assure their respective stockholders that the risks described above will not materialize and will not adversely affect the business, financial results and stock prices of FNF and/or Stewart.

The merger agreement contains provisions that limit Stewart's ability to pursue alternatives to the mergers, could discourage a potential competing acquirer of Stewart from making a favorable alternative transaction proposal and, in specified circumstances, could require Stewart to pay a termination fee of $33 million to FNF.

        Under the merger agreement, Stewart is restricted from entering into an alternative transaction. Unless and until the merger agreement is terminated, subject to specified exceptions (which are discussed in more detail in "The Merger Agreement—Termination"), Stewart is restricted from soliciting, initiating, knowingly facilitating or knowingly encouraging a competing acquisition proposal with any person. Additionally, under the merger agreement, in the event of a potential change by the Stewart board of its recommendation with respect to the mergers in light of a superior proposal, Stewart must provide FNF with four business days' notice to allow FNF to propose an adjustment to the terms and conditions of the merger agreement. Stewart may terminate the merger agreement and enter into an agreement with respect to a superior proposal only if specified conditions have been satisfied, including compliance with the no solicitation and termination provisions of the merger agreement. These provisions could discourage a third party that may have an interest in acquiring all or a significant part

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of Stewart or FNF from considering or proposing that acquisition, even if such third party were prepared to pay consideration with a higher per share cash or market value than the market value proposed to be received or realized in the mergers, or might result in a potential competing acquirer of Stewart proposing to pay a lower price than it would otherwise have proposed to pay because of the added expense of the termination fee that may become payable in specified circumstances.

        Under the merger agreement, Stewart may be required to pay to FNF a termination fee of $33 million if the merger agreement is terminated under specified circumstances. If such a termination fee is payable, the payment of this fee could have material and adverse consequences to the financial condition and operations of Stewart. For a discussion of the restrictions on Stewart soliciting or entering into an acquisition proposal or alternative transaction and the Stewart board's ability to change its recommendation, see "The Merger Agreement—No Solicitation by Stewart of Acquisition Proposals," and "—Stewart Board Recommendation."

Stewart's executive officers and directors have interests in the mergers that may be different from, or in addition to, the interests of Stewart stockholders generally.

        Executive officers of Stewart negotiated the terms of the merger agreement with their counterparts at FNF, and the Stewart board determined that entering into the merger agreement was in the best interests of Stewart and its stockholders, declared the merger agreement advisable and recommended that Stewart stockholders approve the merger agreement proposal. In considering these facts and the other information contained in this proxy statement/prospectus, you should be aware that aside from their interests as stockholders, Stewart's executive officers and directors may have employment and other compensation arrangements or plans that give them financial interests in the mergers that may be different from, or in addition to, the interests of Stewart stockholders. For a further description of these interests, including the aggregate cash payments that each director and executive officer is entitled to receive in connection with the completion of the merger, see the section entitled "The Mergers—Interests of Certain Stewart Persons in the Mergers".

The fairness opinion rendered to the Stewart board by its financial advisor, Citi, was based on the financial analyses Citi performed, which considered factors such as market and other conditions then in effect, and financial forecasts and other information made available to them, as of the date of their opinion. As a result, this opinion does not reflect changes in events or circumstances after the date of this opinion. Stewart has not obtained, and does not expect to obtain, an updated fairness opinion from its financial advisor reflecting changes in circumstances that may have occurred since the signing of the merger agreement.

        The fairness opinion rendered to the Stewart board by Citi was provided in connection with, and at the time of, the Stewart board's evaluation of the mergers. This opinion was based on the financial analyses performed, which considered market and other conditions then in effect, and financial forecasts and other information made available to Citi, as of the date of their opinion, which may have changed, or may change, after the date of the opinion. Stewart has not obtained an updated opinion as of the date of proxy statement/prospectus from their financial advisor. Stewart does not expect to obtain updated opinions prior to completion of the mergers. Changes in the operations and prospects of FNF or Stewart, general market and economic conditions and other factors which may be beyond the control of FNF and Stewart, and on which the fairness opinions were based, may have altered the value of FNF or Stewart or the prices of shares of FNF common stock or shares of Stewart common stock since the dates of such opinion, or may alter such values and prices by the time the mergers are completed. The opinion does not speak as of any date other than the date of such opinion. For a description of the opinion that Stewart received from its financial advisor, see to "The Mergers—Opinion of Citi."

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Closing of the merger and/or second merger may trigger change in control provisions in certain agreements to which Stewart is a party.

        Closing of the merger and/or second merger may trigger change in control provisions in certain agreements to which Stewart is a party. If Stewart and FNF are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if Stewart and FNF are able to negotiate waivers, the counterparties may require a fee for such waiver or seek to renegotiate the agreements on terms less favorable to Stewart or the combined company.

Stewart is subject to business uncertainties and contractual restrictions while the proposed mergers are pending, which could adversely affect Stewart's business and operations.

        Under the terms of the merger agreement, Stewart is subject to certain restrictions on the conduct of its business prior to completing the proposed mergers, which may adversely affect its ability to execute certain of its business strategies, including the ability in certain cases to enter into contracts or incur capital expenditures to grow its business. Such limitations could negatively affect Stewart's businesses and operations prior to the completion of the proposed mergers. Furthermore, the process of planning to integrate two businesses and organizations for the post-merger period can divert management attention and company resources and could ultimately have an adverse effect on each of FNF and Stewart.

        In connection with the pending mergers, it is possible that some customers, suppliers and other persons with whom Stewart has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with Stewart as a result of the proposed mergers, which could negatively affect Stewart's revenues, earnings and cash flows, as well as the market price of shares of its common stock, regardless of whether the mergers are completed.

Because the exchange ratio is fixed and because the market price of FNF common stock and Stewart common stock will fluctuate, Stewart stockholders receiving FNF common stock as part of the merger consideration cannot be sure of the market value of such merger consideration relative to the value of their shares of Stewart common stock that they are exchanging.

        If the mergers are completed, each share of Stewart common stock will be converted into the right to receive either $50.00 in cash, 1.2850 shares of FNF common stock or $25.00 in cash and 0.6425 shares of FNF common stock (subject to the adjustment and proration procedures described in further detail in the sections entitled "The Merger Agreement—Merger Consideration" and "The Mergers—Procedures for Election"). During the pendency of the mergers, the market value of FNF common stock will fluctuate, and decreases in the market value of FNF common stock will negatively affect the value of the merger consideration that Stewart stockholders receive. The market value of Stewart common stock will also fluctuate during the pendency of the mergers, and increases in the market value of Stewart common stock may mean that the merger consideration issued to Stewart common stockholders will be worth less than the market value of the shares of Stewart common stock such stockholders are exchanging. The exchange ratio was fixed at the time the merger agreement was executed, and the value of FNF and Stewart stock may vary significantly from their values on the date of the merger agreement, the date of this proxy statement/prospectus, the date on which Stewart stockholders vote on the merger agreement, the date on which Stewart stockholders make their election and the date on which Stewart stockholders receive the merger consideration. Neither Stewart nor FNF is permitted to terminate the merger agreement solely due to changes in the market price of either party's common stock.

        There will be a time lapse between the date on which Stewart stockholders make an election with respect to the form of merger consideration to be received by them in exchange for their Stewart

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common stock and the date on which Stewart stockholders actually receive FNF common stock, depending on their election and subject to proration. Fluctuations in the market value of FNF stock during this time period will also affect the value of the merger consideration, once it is actually received.

        If a Stewart stockholder makes a stock election or mixed election and the market value of FNF common stock falls between the time of the election and the time the merger consideration is actually received, the value of the merger consideration received may be less than the value of the merger consideration such stockholder would have received under a cash election. Conversely, if a Stewart stockholder makes a cash election and the market value of FNF common stock rises between the time of the election and the time the merger consideration is actually received, the value of the merger consideration received may be less than the value of the merger consideration such stockholder would have received under a stock or mixed election. Stewart stockholders are urged to obtain current market quotations for FNF common stock when they make their elections.

If the mergers are approved, the date that Stewart stockholders will receive the merger consideration is uncertain and, due to potential divestitures required by regulatory authorities, the per share purchase price may be adjusted downwards.

        If the proposed mergers are approved, the date that Stewart stockholders will receive the merger consideration depends on the completion date of the mergers, which is uncertain. Additionally, under the terms of the merger agreement, if the combined company is required to divest assets or businesses with 2017 annual revenues in excess of $75 million in order to receive required regulatory approvals (up to a cap of $225 million of 2017 annual revenues), the per share purchase price will be adjusted downwards on a sliding scale between such amounts of divestitures up to a maximum reduction of $4.50 in value in the event that businesses or assets with 2017 annual revenues of $225 million are divested.

        There can be no assurance that a divestiture or divestitures of businesses and assets in excess of $75 million in 2017 annual revenues will not occur, and accordingly there can be no assurance that holders of Stewart common stock will receive (i) for those who make a cash election, $50.00 per share in cash instead of an amount less than $50.00 per share in cash (but in any case, no less than $45.50 per share in cash), (ii) for those who make a stock election, an amount of FNF common stock equal to 1.2850 shares of FNF common stock per share of Stewart common stock instead of an amount of FNF common stock less than 1.2850 shares of FNF common stock per share of Stewart common stock calculated based on a reduced exchange ratio for the number of shares of FNF common stock per share of Stewart common stock or (iii) for those who make a mixed election, $25.00 per share in cash and an amount of FNF common stock equal to 0.6425 shares of FNF common stock per share of Stewart common stock instead of an amount less than $25.00 per share in cash and an amount of FNF common stock less than 0.6425 shares of FNF common stock per share of Stewart common stock calculated based on a reduced exchange ratio for the number of shares of FNF common stock per share of Stewart common stock, as applicable. See the sections entitled "The Mergers—Regulatory Approvals" and "The Merger Agreement—Efforts to Complete the Mergers."

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Stewart's financial estimates are based on various assumptions that may not prove to be correct.

        The financial estimates set forth in the forecast included under "The Mergers—Stewart Financial Projections" are based on assumptions of, and information available to, Stewart, at the time they were prepared and provided to the Stewart board and the Stewart financial advisor. Stewart does not know whether the assumptions they made will prove correct. Any or all of such estimates may turn out to be wrong. They can be adversely affected by inaccurate assumptions or by known or unknown risks and uncertainties, many of which are beyond Stewart's control. Many factors mentioned in this proxy statement/prospectus, including the risks outlined in this "Risk Factors" section and the events and/or circumstances described under "Cautionary Statement Regarding Forward-Looking Statements" will be important in determining Stewart's future results. As a result of these contingencies, actual future results may vary materially from Stewart's estimates. In view of these uncertainties, the inclusion of Stewart's financial estimates in this proxy statement/prospectus is not and should not be viewed as a representation that the forecasted results will be achieved. These financial estimates are Stewart's internal financial forecasts and were not prepared with a view toward public disclosure or toward compliance with published guidelines of any regulatory or professional body. Further, any forward-looking statement speaks only as of the date on which it is made, and Stewart undertakes no obligation, other than as required by applicable law, to update its financial estimates herein to reflect events or circumstances after the date those financial estimates were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances. The financial estimates included in this proxy statement/prospectus have been prepared by, and are the responsibility of, Stewart. Moreover, Stewart's independent accountants, KPMG LLP, has not compiled, examined or performed any procedures with respect to Stewart's prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and, accordingly, KPMG LLP assumes no responsibility for, and disclaims any association with, Stewart's prospective financial information. The reports of KPMG LLP incorporated by reference relate exclusively to the historical financial information of the entities named in those reports and do not cover any other information in this proxy statement/prospectus and should not be read to do so. See "The Mergers—Stewart Financial Projections" for more information.

Risk Factors Relating to FNF

FNF has recorded goodwill as a result of prior acquisitions, and an economic downturn could cause these balances to become impaired, requiring write-downs that would reduce FNF's operating income.

        Goodwill aggregated approximately $2,746 million, or 30.0% of FNF's total assets, as of December 31, 2017. Current accounting rules require that goodwill be assessed for impairment at least annually or whenever changes in circumstances indicate that the carrying amount may not be recoverable from estimated future cash flows. Factors that may be considered a change in circumstance indicating the carrying value of FNF's intangible assets, including goodwill, may not be recoverable include, but are not limited to, significant underperformance relative to historical or projected future operating results, a significant decline in FNF's stock price and market capitalization, and negative industry or economic trends. No goodwill impairment charge was recorded in the years ended December 31, 2017, 2016, or 2015. However, if there is an economic downturn in the future, the carrying amount of FNF's goodwill may no longer be recoverable, and FNF may be required to record an impairment charge, which would have a negative impact on FNF's results of operations and financial condition. FNF will continue to monitor FNF's market capitalization and the impact of the economy to determine if there is an impairment of goodwill in future periods.

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FNF's management has articulated a willingness to seek growth through acquisitions, both in FNF's current lines of business as well as in lines of business outside of FNF's traditional areas of focus or geographic areas. This expansion of FNF's business subjects FNF to associated risks, such as risks and uncertainties associated with new companies, the diversion of management's attention and lack of experience in operating unrelated businesses, and may affect FNF's credit and ability to repay its debt.

        FNF's management has stated that FNF may make acquisitions, both in its current lines of business, as well as lines of business that are not directly tied to or synergistic with its core operations. Accordingly, FNF has in the past acquired, and may in the future acquire, businesses in industries or geographic areas with which management is less familiar than FNF is with its core businesses. These activities involve risks that could adversely affect FNF's operating results, due to uncertainties involved with new companies, diversion of management's attention and lack of substantial experience in operating such businesses. There can be no guarantee that FNF will not enter into transactions or make acquisitions that will cause FNF to incur additional debt, increase FNF's exposure to market and other risks and cause FNF's credit or financial strength ratings to decline.

FNF is a holding company and depends on distributions from its subsidiaries for cash.

        FNF is a holding company whose primary assets are the securities of its operating subsidiaries. FNF's ability to pay interest on its outstanding debt and its other obligations and to pay dividends is dependent on the ability of its subsidiaries to pay dividends or make other distributions or payments to FNF. If FNF's operating subsidiaries are not able to pay dividends to FNF, FNF may not be able to meet its obligations or pay dividends on its common stock.

        FNF's title insurance subsidiaries must comply with state laws which require them to maintain minimum amounts of working capital, surplus and reserves, and place restrictions on the amount of dividends that they can distribute to us. Compliance with these laws will limit the amounts FNF's regulated subsidiaries can dividend to FNF. During 2018, FNF's title insurers may pay dividends or make distributions to FNF of approximately $363 million; however, insurance regulators have the authority to prohibit the payment of ordinary dividends or other payments by FNF's title insurers to FNF if they determine that such payment could be adverse to FNF's policyholders.

        The maximum dividend permitted by law is not necessarily indicative of an insurer's actual ability to pay dividends, which may be constrained by business and regulatory considerations, such as the impact of dividends on surplus, which could affect an insurer's ratings or competitive position, the amount of premiums that can be written and the ability to pay future dividends. Further, depending on business and regulatory conditions, FNF may in the future need to retain cash in FNF's underwriters or even contribute cash to one or more of them in order to maintain their ratings or their statutory capital position. Such a requirement could be the result of investment losses, reserve charges, adverse operating conditions in the current economic environment or changes in interpretation of statutory accounting requirements by regulators.

The loss of key personnel could negatively affect FNF's financial results and impair its operating abilities.

        FNF's success substantially depends on its ability to attract and retain key members of its senior management team and officers. If FNF loses one or more of these key employees, FNF's operating results and in turn the value of its common stock could be materially adversely affected. Although FNF has employment agreements with many of its officers, there can be no assurance that the entire term of the employment agreement will be served or that the employment agreement will be renewed upon expiration.

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Failure of FNF's information security systems or processes could result in a loss or disclosure of confidential information, damage to FNF's reputation, monetary losses, additional costs and impairment of FNF's ability to conduct business effectively.

        FNF's operations are highly dependent upon the effective operation of its computer systems. FNF uses its computer systems to receive, process, store and transmit sensitive personal consumer data (such as names and addresses, social security numbers, driver's license numbers, credit cards and bank account information) and important business information of FNF's customers. FNF also electronically manages substantial cash, investment assets and escrow account balances on behalf of itself and its customers, as well as financial information about FNF's businesses generally. The integrity of FNF's computer systems and the protection of the information that resides on such systems are important to FNF's successful operation. If FNF fails to maintain an adequate security infrastructure, adapt to emerging security threats or follow FNF's internal business processes with respect to security, the information or assets FNF holds could be compromised. Further, even if we, or third parties to which FNF outsources certain information technology services, maintain a reasonable, industry-standard information security infrastructure to mitigate these risks, the inherent risk of unauthorized access to information or assets remains. This risk is increased by transmittal of information over the internet and the increased threat and sophistication of cyber criminals. While, to date, FNF believes that it has not experienced a material breach of FNF's computer systems, the occurrence or scope of such events is not always apparent. If additional information regarding an event previously considered immaterial is discovered, or a new event were to occur, it could potentially have a material adverse effect on FNF's operations or financial condition. In addition, some laws and certain of FNF's contracts require notification of various parties, including regulators, consumers or customers, in the event that confidential or personal information has or may have been taken or accessed by unauthorized parties. Such notifications can potentially result, among other things, in adverse publicity, diversion of management and other resources, the attention of regulatory authorities, the imposition of fines, and disruptions in business operations, the effects of which may be material. Any inability to prevent security or privacy breaches, or the perception that such breaches may occur, could inhibit FNF's ability to retain or attract new clients and/or result in financial losses, litigation, increased costs, negative publicity, or other adverse consequences to FNF's business.

        Further, FNF's financial institution clients have obligations to safeguard their information technology systems and the confidentiality of customer information. In certain of FNF's businesses, FNF is bound contractually and/or by regulation to comply with the same requirements. If FNF fails to comply with these regulations and requirements, FNF could be exposed to suits for breach of contract, governmental proceedings or the imposition of fines. In addition, future adoption of more restrictive privacy laws, rules or industry security requirements by federal or state regulatory bodies or by a specific industry in which FNF does business could have an adverse impact on FNF through increased costs or restrictions on business processes.

If economic and credit market conditions deteriorate, it could have a material adverse impact on FNF's investment portfolio.

        FNF's investment portfolio is exposed to economic and financial market risks, including changes in interest rates, credit markets and prices of marketable equity and fixed-income securities. FNF's investment policy is designed to maximize total return through investment income and capital appreciation consistent with moderate risk of principal, while providing adequate liquidity and complying with internal and regulatory guidelines. To achieve this objective, FNF's marketable debt investments are primarily investment grade, liquid, fixed-income securities and money market instruments denominated in U.S. dollars. FNF makes investments in certain equity securities and preferred stock in order to take advantage of perceived value and for strategic purposes. In the past, economic and credit market conditions have adversely affected the ability of some issuers of investment

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securities to repay their obligations and have affected the values of investment securities. If the carrying value of FNF's investments exceeds the fair value, and the decline in fair value is deemed to be other-than-temporary, FNF will be required to write down the value of FNF's investments, which could have a material negative impact on FNF's results of operations and financial condition.

Failure of FNF's enterprise-wide risk management processes could result in unexpected monetary losses, damage to FNF's reputation, additional costs or impairment of FNF's ability to conduct business effectively.

        As a large insurance entity and a publicly traded company, FNF has always had risk management functions, policies and procedures throughout its operations and management. These functions include but are not limited to departments dedicated to enterprise risk management and information technology risk management, information security, business continuity, lender strategy and development, and vendor risk management. These policies and procedures have evolved over the years as FNF continually reassesses its processes both internally and to comply with changes in the regulatory environment. Due to limitations inherent in any internal process, if FNF's risk management processes prove unsuccessful at identifying and responding to risks, FNF could incur unexpected monetary losses, damage to its reputation, additional costs or impairment of its ability to conduct business effectively.

FNF is the subject of various legal proceedings that could have a material adverse effect on FNF's results of operations.

        FNF is involved from time to time in various legal proceedings, including in some cases class-action lawsuits and regulatory inquiries, investigations or other proceedings. If FNF is unsuccessful in its defense of litigation matters or regulatory proceedings, FNF may be forced to pay damages, fines or penalties and/or change its business practices, any of which could have a material adverse effect on its business and results of operations.

If adverse changes in the levels of real estate activity occur, FNF's revenues may decline.

        Title insurance revenue is closely related to the level of real estate activity which includes sales, mortgage financing and mortgage refinancing. The levels of real estate activity are primarily affected by the average price of real estate sales, the availability of funds to finance purchases and mortgage interest rates.

        FNF has found that residential real estate activity generally decreases in the following situations:

•

when mortgage interest rates are high or increasing;



•

when the mortgage funding supply is limited; and



•

when the United States economy is weak, including high unemployment levels.

        Declines in the level of real estate activity or the average price of real estate sales are likely to adversely affect FNF's title insurance revenues. The Mortgage Bankers Association's ("MBA") Mortgage Finance Forecast as of April 24, 2018 estimates an approximately $1.6 trillion mortgage origination market for 2018, which would be a decrease of 5.9% from 2017. The MBA forecasts that the 5.9% decrease will result from a decrease in refinance activity, offset by a slight increase in forecast purchase transactions. FNF's revenues in future periods will continue to be subject to these and other factors which are beyond its control and, as a result, are likely to fluctuate.

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If financial institutions at which FNF holds escrow funds fail, it could have a material adverse impact on FNF.

        FNF holds customers' assets in escrow at various financial institutions, pending completion of real estate transactions. These assets are maintained in segregated bank accounts and have not been included in the accompanying Consolidated Balance Sheets.

        FNF has a contingent liability relating to proper disposition of these balances for its customers, which amounted to $15.4 billion at December 31, 2017. Failure of one or more of these financial institutions may lead FNF to become liable for the funds owed to third parties and there is no guarantee that FNF would recover the funds deposited, whether through Federal Deposit Insurance Corporation coverage or otherwise.

If FNF experiences changes in the rate or severity of title insurance claims, it may be necessary for FNF to record additional charges to its claim loss reserve. This may result in lower net earnings and the potential for earnings volatility.

        By their nature, claims are often complex, vary greatly in dollar amounts and are affected by economic and market conditions and the legal environment existing at the time of settlement of the claims. Estimating future title loss payments is difficult because of the complex nature of title claims, the long periods of time over which claims are paid, significantly varying dollar amounts of individual claims and other factors. From time to time, FNF experiences large losses or an overall worsening of its loss payment experience in regard to the frequency or severity of claims that require it to record additional charges to its claims loss reserve. There are currently pending several large claims which FNF believes can be defended successfully without material loss payments. However, if unanticipated material payments are required to settle these claims, it could result in or contribute to additional charges to FNF's claim loss reserves. These loss events are unpredictable and adversely affect FNF's earnings.

        At each quarter end, FNF's recorded reserve for claim losses is initially the result of taking the prior recorded reserve for claim losses, adding the current provision to that balance and subtracting actual paid claims from that balance, resulting in an amount that management then compares to FNF's actuary's central estimate provided in the actuarial calculation. Due to the uncertainty and judgment used by both management and its actuary, its ultimate liability may be greater or less than its current reserves and/or its actuary's calculation. If the recorded amount is within a reasonable range of the actuary's central estimate, but not at the central estimate, management assesses other factors in order to determine FNF's best estimate. These factors, which are both qualitative and quantitative, can change from period to period and include items such as current trends in the real estate industry (which management can assess, but for which there is a time lag in the development of the data used by FNF's actuary), any adjustments from the actuarial estimates needed for the effects of unusually large or small claims, improvements in FNF's claims management processes, and other cost saving measures. Depending upon FNF's assessment of these factors, FNF may or may not adjust the recorded reserve. If the recorded amount is not within a reasonable range of the actuary's central estimate, FNF would record a charge or credit and reassess the provision rate on a go forward basis.

FNF's subsidiaries must comply with extensive regulations. These regulations may increase FNF's costs or impede or impose burdensome conditions on actions that FNF might seek to take to increase the revenues of those subsidiaries.

        FNF's insurance businesses are subject to extensive regulation by state insurance authorities in each state in which they operate. These agencies have broad administrative and supervisory power relating to the following, among other matters:

•

licensing requirements;

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•

trade and marketing practices;



•

accounting and financing practices;



•

disclosure requirements on key terms of mortgage loans;



•

capital and surplus requirements;



•

the amount of dividends and other payments made by insurance subsidiaries;



•

investment practices;



•

rate schedules;



•

deposits of securities for the benefit of policyholders;



•

establishing reserves; and



•

regulation of reinsurance.

        Most states also regulate insurance holding companies like FNF with respect to acquisitions, changes of control and the terms of transactions with FNF's affiliates. State regulations may impede or impose burdensome conditions on FNF's ability to increase or maintain rate levels or on other actions that FNF may want to take to enhance its operating results. In addition, FNF may incur significant costs in the course of complying with regulatory requirements. Further, various state legislatures have in the past considered offering a public alternative to the title industry in their states, as a means to increase state government revenues. If one or more such takeovers were to occur they could adversely affect FNF's business. FNF cannot be assured that future legislative or regulatory changes will not adversely affect its business operations.

        FNF's ServiceLink subsidiary provides mortgage transaction services including title-related services and facilitation of production and management of mortgage loans. Certain of these businesses are subject to federal and state regulatory oversight. For example, ServiceLink's LoanCare business services and subservices mortgage loans secured primarily by residential real estate throughout the United States. LoanCare is subject to extensive federal, state and local regulatory oversight, including federal and state regulatory examinations, information gathering requests, inquiries, and investigations by governmental and regulatory agencies, including the CFPB. In connection with formal and informal inquiries by those agencies, LoanCare receives numerous requests, subpoenas, and orders for documents, testimony and information in connection with various aspects of its or its clients' regulated activities. The ongoing implementation of the Dodd Frank Act, including the implementation of the originations and servicing rules by the CFPB, could increase FNF's regulatory compliance burden and associated costs and place restrictions on FNF's ability to operate the LoanCare business.

        LoanCare is also required to maintain a variety of licenses, both federal and state. License requirements are in a frequent state of renewal and reexamination as regulations change or are reinterpreted. In addition, federal and state statutes establish specific guidelines and procedures that debt collectors must follow when collecting consumer accounts. LoanCare's failure to comply with any of these laws, should the states take an opposing interpretation, could have an adverse effect on LoanCare in the event and to the extent that they apply to some or all of its servicing activities.

State regulation of the rates FNF charges for title insurance could adversely affect FNF's results of operations.

        FNF's title insurance subsidiaries are subject to extensive rate regulation by the applicable state agencies in the jurisdictions in which they operate. Title insurance rates are regulated differently in various states, with some states requiring the subsidiaries to file and receive approval of rates before such rates become effective and some states promulgating the rates that can be charged. In general, premium rates are determined on the basis of historical data for claim frequency and severity as well as

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related production costs and other expenses. In all states in which FNF's title subsidiaries operate, FNF's rates must not be excessive, inadequate or unfairly discriminatory. Premium rates are likely to prove insufficient when ultimate claims and expenses exceed historically projected levels. Premium rate inadequacy may not become evident quickly and may take time to correct, and could adversely affect FNF's business operating results and financial conditions.

Regulatory investigations of the insurance industry may lead to fines, settlements, new regulation or legal uncertainty, which could negatively affect FNF's results of operations.

        From time to time FNF receives inquiries and requests for information from state insurance departments, attorneys general and other regulatory agencies about various matters relating to FNF's business. Sometimes these take the form of civil investigative demands or subpoenas. FNF cooperates with all such inquiries and FNF has responded to or is currently responding to inquiries from multiple governmental agencies. Also, regulators and courts have been dealing with issues arising from foreclosures and related processes and documentation. Various governmental entities are studying the title insurance product, market, pricing, and business practices, and potential regulatory and legislative changes, which may materially affect FNF's business and operations. From time to time, FNF may be assessed fines for violations of regulations or other matters or may enter into settlements with such authorities which may require FNF to pay fines or claims or take other actions.

Because FNF is dependent upon California and Texas for approximately 14.5% and 14.2% and of FNF's title insurance premiums, respectively, FNF's business may be adversely affected by regulatory conditions in California and/or Texas.

        California and Texas are the two largest sources of revenue for FNF's title segment and, in 2017, California-based premiums accounted for 29.5% of premiums earned by FNF's direct operations and 0.7% of FNF's agency premium revenues. Texas-based premiums accounted for 18.2% of premiums earned by FNF's direct operations and 10.3% of FNF's agency premium revenues. In the aggregate, California and Texas accounted for approximately 14.5% and 14.2%, respectively, of FNF's total title insurance premiums for 2017. A significant part of FNF's revenues and profitability are therefore subject to FNF's operations in California and Texas and to the prevailing regulatory conditions in these states. Adverse regulatory developments in California and Texas, which could include reductions in the maximum rates permitted to be charged, inadequate rate increases or more fundamental changes in the design or implementation of the California and Texas title insurance regulatory framework, could have a material adverse effect on FNF's results of operations and financial condition.

If the rating agencies downgrade FNF's insurance companies, FNF's results of operations and competitive position in the title insurance industry may suffer.

        Ratings have always been an important factor in establishing the competitive position of insurance companies. FNF's title insurance subsidiaries are rated by S&P, Moody's, and Demotech. Ratings reflect the opinion of a rating agency with regard to an insurance company's or insurance holding company's financial strength, operating performance and ability to meet its obligations to policyholders and are not evaluations directed to investors. FNF's ratings are subject to continued periodic review by rating agencies and the continued retention of those ratings cannot be assured. If FNF's ratings are reduced from their current levels by those entities, FNF's results of operations could be adversely affected.

If FNF's claim loss prevention procedures fail, FNF could incur significant claim losses.

        In the ordinary course of FNF's title insurance business, FNF assumes risks related to insuring clear title to residential and commercial properties. FNF has established procedures to mitigate the risk of loss from title claims, including extensive underwriting and risk assessment procedures. FNF also

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mitigates the risk of large claim losses by reinsuring risks with other insurers under excess of loss and case-by-case ("facultative") reinsurance agreements. Reinsurance agreements generally provide that the reinsurer is liable for loss and loss adjustment expense payments exceeding the amount retained by the ceding company. However, the ceding company remains primarily liable to the insured whether or not the reinsurer is able to meet its contractual obligations. If inherent limitations cause FNF's claim loss risk mitigation procedures to fail, FNF could incur substantial losses having an adverse effect on FNF's results of operations or financial condition.

FNF's use of independent agents for a significant amount of FNF's title insurance policies could adversely impact the frequency and severity of title claims.

        In FNF's agency operations, an independent agent performs the search and examination function or the agent may purchase a search product from FNF. In either case, the agent is responsible for ensuring that the search and examination is completed. The agent thus retains the majority of the title premium collected, with the balance remitted to the title underwriter for bearing the risk of loss in the event that a claim is made under the title insurance policy. FNF's relationship with each agent is governed by an agency agreement defining how the agent issues a title insurance policy on FNF's behalf. The agency agreement also sets forth the agent's liability to FNF for policy losses attributable to the agent's errors. For each agent with whom FNF enters into an agency agreement, financial and loss experience records are maintained. Periodic audits of FNF's agents are also conducted and the number of agents with which FNF transacts business is strategically managed in an effort to reduce future expenses and manage risks. Despite efforts to monitor the independent agents with which FNF transacts business, there is no guarantee that an agent will comply with their contractual obligations to FNF. Furthermore, FNF cannot be certain that, due to changes in the regulatory environment and litigation trends, FNF will not be held liable for errors and omissions by agents. Accordingly, FNF's use of independent agents could adversely impact the frequency and severity of title claims.

Failure to respond to rapid changes in technology could adversely affect FNF.

        Rapidly evolving technologies and innovations in software and financial technology could drive changes in how real estate transactions are recorded and processed throughout the mortgage life cycle. There is no guarantee that FNF will be able to effectively adapt to and utilize changing technology. FNF's competitors may be able to utilize technology more effectively than FNF.

Risk Factors Relating to FNF After Completion of the Mergers

Although FNF expects that FNF's acquisition of Stewart will result in cost savings, synergies and other benefits to FNF, FNF may not realize those benefits because of integration difficulties and other challenges.

        The success of FNF's acquisition of Stewart will depend in large part on the success of the management of the combined company in integrating the operations, strategies, technologies and personnel of the two companies following the completion of the mergers. FNF may fail to realize some or all of the anticipated benefits of the mergers if the integration process takes longer than expected or is more costly than expected. The failure of FNF to meet the challenges involved in successfully integrating the operations of Stewart or to otherwise realize any of the anticipated benefits of the merger, including additional cost savings and synergies, could impair the operations of FNF. In addition, FNF anticipates that the overall integration of Stewart will be a time-consuming and expensive process that, without proper planning and effective and timely implementation, could significantly disrupt FNF's business.

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        Potential difficulties the combined company may encounter in the integration process include the following:

•

the integration of management teams, strategies, technologies and operations, products and services;



•

the disruption of ongoing businesses and distraction of their respective management teams from ongoing business concerns;



•

the retention of and possible decrease in business from the existing clients of both companies;



•

the creation of uniform standards, controls, procedures, policies and information systems;



•

the reduction of the costs associated with each company's operations;



•

the optimization of information technology platforms and administrative infrastructures;



•

the integration of corporate cultures and maintenance of employee morale;



•

the retention of key employees; and



•

potential unknown liabilities associated with the mergers.

        The anticipated cost savings, synergies and other benefits include the combination of offices in various locations and the elimination of numerous technology systems, duplicative personnel and duplicative market and other data sources. However, these anticipated cost savings, synergies and other benefits assume a successful integration and are based on projections, which are inherently uncertain, and other assumptions. Even if integration is successful, anticipated cost savings, synergies and other benefits may not be achieved.

The market price of FNF common stock may decline in the future as a result of the mergers.

        The market price of FNF common stock may decline in the future as a result of the mergers for a number of reasons, including:

•

the unsuccessful integration of Stewart and FNF (including for the reasons set forth in the preceding risk factor);



•

the failure of FNF to achieve the perceived benefits of the merger, including financial results, as rapidly as or to the extent anticipated by financial or industry analysts.

        These factors are, to some extent, beyond the control of FNF. As a consequence, Stewart stockholders who elect to receive the stock election consideration or mixed election consideration and become holders of FNF common stock after completion of the mergers could lose the value of their investment in FNF common stock.

The mergers may not be accretive and may cause dilution to FNF's earnings per share, which may negatively affect the market price of FNF common stock.

        FNF currently anticipates that the mergers will be accretive to earnings per share (on an adjusted earnings basis) during the first full calendar year after the mergers. This expectation is based on preliminary estimates which may materially change. FNF could also encounter additional transaction-related costs or other factors such as the failure to realize all of the benefits anticipated in the mergers. All of these factors could cause dilution to FNF's earnings per share or decrease or delay the expected accretive effect of the mergers and cause a decrease in the market price of FNF common stock.

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FNF's future results will suffer if the combined company does not effectively manage its expanded operations following the mergers.

        Following the merger, the size of the business of the combined company will increase significantly beyond the current size of either FNF's or Stewart's current businesses. FNF's future success depends, in part, upon its ability to manage this expanded business, which may pose substantial challenges for management, including challenges related to the management and monitoring of new operations, including new international operations, and associated increased costs and complexity. There can be no assurances that FNF will be successful or that it will realize the expected operating efficiencies, cost savings, revenue enhancements and other benefits currently anticipated from the mergers.

Other Risk Factors of Stewart and FNF

        FNF's and Stewart's businesses are and will be subject to the risks described above. In addition, Stewart and FNF are, and will continue to be, subject to the risks described in, as applicable, Stewart's Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and FNF's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus. For the location of information incorporated by reference, see "Where You Can Find More Information".

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus contain forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding our expectations, hopes, intentions or strategies regarding the future are forward-looking statements. Forward-looking statements are based on management's beliefs, as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to: changes in general economic, business and political conditions, including changes in the financial markets; weakness or adverse changes in the level of real estate activity, which may be caused by, among other things, high or increasing interest rates, a limited supply of mortgage funding or a weak U. S. economy; our potential inability to find suitable acquisition candidates, acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties in integrating acquisitions; our dependence on distributions from our title insurance underwriters as a main source of cash flow; significant competition that our operating subsidiaries face; compliance with extensive government regulation of our operating subsidiaries; the risk that Stewart stockholders may not adopt the merger agreement; the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated; risks that any of the closing conditions to the proposed mergers may not be satisfied in a timely manner; the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the acquisition will not be realized; and other risks detailed in the "Statement Regarding Forward-Looking Information," "Risk Factors" and other sections of Stewart's Form 10-K and other filings with the SEC. These risks and uncertainties also include those set forth under "Risk Factors".

        Actual results may differ materially and reported results should not be considered an indication of future performance. Please reference the SEC filings of Stewart, which are available on their respective web sites, for detailed descriptions of factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Information included on these websites is not incorporated by reference in this proxy statement/prospectus.

INFORMATION ABOUT FNF

Fidelity National Financial, Inc.

        Fidelity National Financial, Inc., a Delaware corporation, is a leading provider of (i) title insurance, escrow and other title-related services, including trust activities, trustee sales guarantees and home warranty products and (ii) technology and transaction services to the real estate and mortgage industries. FNF is the nation's largest title insurance company operating through its title insurance underwriters—Fidelity National Title Insurance Company ("FNTIC"), Chicago Title Insurance Company ("Chicago Title"), Commonwealth Land Title Insurance Company ("Commonwealth Title"), Alamo Title Insurance and National Title Insurance of New York Inc. Through FNF's subsidiary, ServiceLink Holdings, LLC ("ServiceLink"), FNF provides mortgage transaction services, including title-related services and facilitation of production and management of mortgage loans.

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FNF's common stock is traded on the NYSE under the symbol "FNF."

        The principal executive offices of FNF are located at 601 Riverside Avenue Jacksonville, Florida 32204 and its telephone number is (904) 854-8100. For additional information about FNF and its subsidiaries, see "Where You Can Find More Information".

A Holdco Corp.

        A Holdco Corp., a direct wholly-owned subsidiary of FNF, is a Delaware corporation that was formed on March 13, 2018 for the sole purpose of effecting the merger. In the merger, Merger Sub I will be merged with and into Stewart, with Stewart surviving the merger as a direct wholly-owned subsidiary of FNF. Merger Sub I has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement.

S Holdco LLC

        S Holdco LLC, a direct wholly-owned subsidiary of FNF, is a Delaware limited liability company that was formed on March 13, 2018 for the purpose of effecting the second merger. In the second merger, Stewart will be merged with and into Merger Sub II, with Merger Sub II surviving the second merger as a direct wholly-owned subsidiary of FNF. Merger Sub II has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement.

INFORMATION ABOUT STEWART

Stewart Information Services Corporation

        Stewart Information Services Corporation, a Delaware corporation, is a global real estate services company, offering products and services through its direct operations, network of Stewart Trusted Providers™ and family of companies. From residential and commercial title insurance and closing and settlement services to specialized offerings for the mortgage industry, Stewart offers the comprehensive service, deep expertise and solutions its customers need for any real estate transaction. Stewart's international division delivers products and services protecting and promoting private land ownership worldwide. Currently, Stewart's primary international operations are in Canada, the United Kingdom, Australia and Central Europe. Stewart currently reports its business in two segments: the title insurance and related services segment and the ancillary services and corporate segment.

Stewart's common stock is listed on the NYSE under the symbol "STC."

        The principal executive offices of Stewart are located at 1980 Post Oak Blvd. Houston, Texas 77056, and its telephone number is (713) 625-8100.

STEWART SPECIAL MEETING

General

        This proxy statement/prospectus is being provided to the stockholders of Stewart as part of a solicitation of proxies by the Stewart board for use at the Stewart special meeting to be held at the time and place specified below, and at any properly convened meeting following an adjournment or postponement thereof. This proxy statement/prospectus provides Stewart stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the Stewart special meeting.

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Date, Time and Place

        The Stewart special meeting will be held at 1980 Post Oak Boulevard, First Floor Conference Room 110.16, Houston, Texas 77056, on [    ·    ], 2018, at [    ·    ] a.m., local time.

Purpose of the Stewart Special Meeting

        At the Stewart special meeting, Stewart stockholders will be asked to consider and vote upon:

•

the merger agreement proposal;



•

the non-binding compensation advisory proposal; and



•

the adjournment proposal.

Recommendation of the Stewart Board

        After careful consideration, the Stewart board has unanimously approved the merger agreement, declared it advisable and in the best interests of Stewart and its stockholders that Stewart enter into the merger agreement and consummate the mergers and all of the other transactions contemplated by the merger agreement and determined that the terms of the mergers and the other transactions contemplated by the merger agreement, are fair to, and in the best interests of Stewart and its stockholders. The Stewart board accordingly unanimously recommends that Stewart stockholders vote "FOR" each of the merger agreement proposal, the non-binding compensation advisory proposal and the adjournment proposal.

        For a summary of the factors considered by the Stewart board in reaching its decision to approve the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the mergers, as well as the Stewart board's reasons for approving, and certain risks related to, the mergers, see "The Mergers—Recommendation of the Stewart Board and Its Reasons for the Mergers."

Stewart Record Date; Stockholders Entitled to Vote

        Only holders of record of Stewart common stock at the close of business on the Stewart record date, [    ·    ], 2018, are entitled to notice of and to vote at the Stewart special meeting. As of the Stewart record date, there were [    ·    ] shares of Stewart common stock outstanding (including [    ·    ] unvested restricted shares of Stewart common stock) and entitled to vote at the Stewart special meeting, held by approximately [    ·    ] holders of record. Each holder of Stewart common stock is entitled to one vote on each proposal for each share of Stewart common stock owned as of the Stewart record date.

        A complete list of Stewart stockholders will be available for review at the Stewart special meeting and at the executive offices of Stewart during regular business hours for a period of ten days before the Stewart special meeting.

Quorum and Required Vote

        The presence at the Stewart special meeting, in person or by proxy duly authorized, of the holders of a majority of the voting power of all of the then-outstanding shares of the stock entitled to vote at the Stewart special meeting as of the Stewart record date constitutes a quorum for the Stewart special meeting. A quorum must be present before a vote can be taken on the merger agreement proposal or any other matter except adjournment of the meeting due to the absence of a quorum.

        In accordance with the DGCL, approval of the merger agreement proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Stewart common stock entitled to vote on

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this proposal at the Stewart special meeting. All outstanding shares of Stewart common stock count as shares entitled to vote. Approval of the non-binding compensation advisory proposal or the adjournment proposal require, in each case, the affirmative vote of a majority of the votes properly cast on the proposal at the Stewart special meeting (assuming a quorum is present).

Voting by Stewart's Directors and Executive Officers

        As the close of business on [    ·    ], directors and executive officers of Stewart and their affiliates were entitled to vote [    ·    ] shares of Stewart common stock, or approximately [    ·    ]% of the shares of Stewart common stock issued and outstanding on such date. We currently expect that Stewart's directors and executive officers will vote their shares in favor of the merger agreement proposal and the other proposals to be considered at the special meeting, although none of them are obligated to do so.]

Voting; Proxies; Revocation

        Holders of Stewart common stock as of the Stewart record date may vote by proxy or in person at the Stewart special meeting. Votes cast by proxy or in person at the Stewart special meeting will be tabulated and certified by Computershare, the registrar and transfer agent for Stewart common stock.

Voting in Person

        Holders of Stewart common stock who plan to attend the Stewart special meeting and wish to vote in person will be given a ballot at the Stewart special meeting. Please note, however, that Stewart stockholders who hold their shares of Stewart common stock in "street name," which means such shares are held of record by a bank, broker, trust or other nominee, and who wish to vote in person at the Stewart special meeting, must bring to the Stewart special meeting a legal proxy, executed in their favor, from the record holder of the shares authorizing such Stewart stockholder to vote at the Stewart special meeting.

        To attend the Stewart special meeting in person, all Stewart stockholders must bring an acceptable form of identification, such as a driver's license. Holders of Stewart common stock in street name need to bring an account statement or other acceptable evidence of ownership of shares as of the close of business on [    ·    ], 2018, the record date for the Stewart special meeting.

        Any representative of a stockholder who wishes to attend the Stewart special meeting must present acceptable documentation evidencing his or her authority, acceptable evidence of ownership by the stockholder of Stewart common stock and an acceptable form of identification. Stewart reserves the right to limit the number of representatives of any stockholder who may attend Stewart special meeting.

        Stewart stockholders who plan to attend the Stewart special meeting should allow adequate time to pass through the security process necessary to gain access to the meeting room.

Voting of Proxies

        The vote of each holder of Stewart common stock is very important. Accordingly, Stewart stockholders who are record holders of their shares of Stewart common stock should vote by proxy by:

•

completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided;



•

calling the toll-free number specified on the enclosed proxy card; or



•

accessing the internet website specified on the enclosed proxy card.

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        Holders of Stewart common stock should submit their proxy even if they plan to attend the Stewart special meeting. Stewart stockholders can change their vote at the Stewart special meeting. Voting instructions are included on the enclosed proxy card. If a Stewart stockholder properly submits a proxy to Stewart in time to vote, one of the individuals named as such Stewart stockholder's proxy will vote the shares as such Stewart stockholder has directed. A proxy card is enclosed for use by Stewart stockholders.

        The method of voting by proxy differs for shares held as a record holder and shares held in "street name." If a Stewart stockholder holds shares of Stewart common stock in street name, which means such shares are held of record by a bank, broker, trust or other nominee, the Stewart stockholder will receive instructions from such stockholder's bank, broker, trust or other nominee that the Stewart stockholder must follow in order to vote such stockholder's shares. Such bank, broker, trust or other nominee may allow such Stewart stockholder to deliver voting instructions over the internet, telephone or by mail. Stewart stockholders who hold their shares in street name should refer to the voting instructions from their bank, broker, trust or other nominee that accompany this proxy statement. Unless Stewart stockholders give their banks, brokers, trusts or other nominees instructions on how to vote their shares of Stewart common stock, their banks, brokers, trusts and other nominees will not be able to vote their shares on any of the proposals at the Stewart special meeting.

Revocability of Proxies and Changes to a Stewart Stockholder's Vote

        A holder of record of Stewart common stock may revoke such stockholder's proxy at any time before it is voted at the Stewart special meeting by taking any of the following actions:

•

delivering to the Corporate Secretary of Stewart a signed written notice of revocation, bearing a date later than the date of the proxy, stating that the proxy is revoked;



•

signing and delivering a new proxy, relating to the same shares and bearing a later date;



•

submitting another proxy by telephone or on the Internet (the latest telephone or internet voting instructions are followed); or



•

attending the Stewart special meeting and voting in person, although attendance at the Stewart special meeting will not, by itself, revoke a proxy.

        If a Stewart stockholder's shares of Stewart common stock are held in "street name" such stockholder may change such stockholder's vote by submitting new voting instructions to such stockholder's bank, broker, trust or other nominee. Stewart stockholders must contact their bank, broker, trust or other nominee to find out how to do so.

        Written notices of revocation and other communications with respect to the revocation of Stewart proxies with respect to shares held of record should be addressed to:

Stewart Information Services Corporation
1980 Post Oak Blvd. Houston, Suite 800, Texas 77056
Attention: Corporate Secretary

Abstentions and Broker Non-Votes

        For purposes of the Stewart stockholder vote on the merger agreement proposal, an abstention, which occurs when a holder of Stewart common stock attends a meeting, either in person or by proxy, but abstains from voting, or the failure of holders of Stewart common stock to vote or to instruct such stockholder's bank, broker, trust or other nominee to vote if such stockholder's shares are held in "street name," will have the same effect as a vote "AGAINST" the merger agreement proposal.

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        An abstention will not affect the results of the non-binding compensation advisory proposal or the adjournment proposal. However, if a quorum is not present at the special meeting, the affirmative vote of shares representing a majority in voting power of the shares present in person or represented by proxy at the Stewart special meeting and entitled to vote on such matter may adjourn the meeting to another place, date or time. In this case, an abstention from voting will have the same effect as a vote "AGAINST" the adjournment proposal.

        The failure of a Stewart stockholder to vote or to instruct such stockholder's bank, broker, trust or other nominee to vote if such stockholder's shares are held in "street name" will also not affect the results of the non-binding compensation advisory proposal or the adjournment proposal. However, such shares would not be counted as present for the purpose of establishing a quorum at the special meeting.

        Under applicable stock exchange rules, the merger agreement proposal, the non-binding compensation advisory proposal and the adjournment proposal are non-routine matters, so there can be no broker non-votes at the special meeting. A broker non-vote occurs when shares held by a bank, broker, trust or other nominee are represented at a meeting, but the bank, broker, trust or other nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular proposal but has discretionary voting power on other proposals at such meeting. Accordingly, if your shares of Stewart common stock are held in "street name," your bank, broker, trust or other nominee will NOT be able to vote your shares of Stewart common stock on any of the proposals, and your shares will not be counted in determining the presence of a quorum at the special meeting unless you have properly instructed your bank, broker, trust or other nominee on how to vote.

Solicitation of Proxies

        Stewart is soliciting proxies for the Stewart special meeting from holders of shares of Stewart common stock. Stewart will bear the entire cost of soliciting proxies from such Stewart stockholders. In addition to the solicitation of proxies by mail, Stewart will request that banks, brokers, trusts and other nominees send proxies and proxy materials to the beneficial owners of Stewart common stock held by them and secure their voting instructions, if necessary. Stewart may reimburse those record holders for their reasonable expenses. Stewart has also made arrangements with Innisfree to assist it in soliciting proxies, and has agreed to pay Innisfree's reasonable and customary charges for such services, currently estimated not to exceed $25,000, plus expenses. Stewart and its directors, officers and employees may solicit proxies in person, by telephone or by electronic means. These persons will not be specifically compensated for doing this.

Other Business; Adjournments

        Stewart does not expect that any matter other than the proposals presented in this proxy statement will be brought before the Stewart special meeting. However, if other matters are properly presented at the Stewart special meeting, the persons named as proxies will vote in accordance with their best judgment with respect to those matters. In the absence of a quorum, an adjournment may be made from time to time by the chairman of the special meeting or with the approval of holders of a majority of the outstanding shares of Stewart common stock represented at the Stewart special meeting without further notice other than by an announcement made at the Stewart special meeting unless the adjournment is for more than 30 days.

Assistance

        If a Stewart stockholder needs assistance in completing such stockholder's proxy card or has questions regarding the Stewart special meeting, such stockholder should contact Innisfree, which is assisting Stewart with the solicitation of proxies, toll-free at (888) 750-5834.

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THE MERGERS

        This section of the proxy statement/prospectus describes the material aspects of the proposed mergers. This section may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the documents incorporated herein by reference, including the full text of the merger agreement (which is attached as Annex A), for a more complete understanding of the mergers. In addition, important business and financial information about each of FNF and Stewart is included in or incorporated into this proxy statement/prospectus by reference and is included in the Annexes hereto. See "Where You Can Find More Information."

Effect of the Mergers

        Pursuant to the terms of the merger agreement, Merger Sub I will merge with and into Stewart, with Stewart surviving the merger as a direct wholly-owned subsidiary of FNF. Immediately thereafter, Stewart will merge with and into Merger Sub II, with Merger Sub II surviving the second merger as a direct wholly-owned subsidiary of FNF.

        If the mergers are completed, each share of Stewart common stock issued and outstanding immediately prior to the effective time (other than shares owned by Stewart, its subsidiaries, FNF or the Merger Subs and shares in respect of which appraisal rights have been properly exercised and perfected under Delaware law) will be converted into the right to receive, at the election of the holder of such share, but subject to proration and adjustment (as described below), one of the following:

•

$50.00 in cash (the "cash election consideration");



•

1.2850 shares of FNF common stock (the "stock election consideration"); or



•

$25.00 in cash and 0.6425 shares of FNF common stock (the "mixed election consideration").

        Holders of Stewart common stock who do not make an election will receive the mixed election consideration.

        The final amount of merger consideration that you will receive will not be known at the time you vote on the adoption of the merger agreement or make an election because it is dependent on whether or not the combined company is required to divest assets or businesses in order to receive required regulatory approvals, as described in the section entitled "The Merger Agreement—Efforts to Complete the Mergers".

        Under the terms of the merger agreement, if the combined company is required to divest businesses or assets with 2017 annual revenues in excess of $75 million in order to receive required regulatory approvals (up to a cap of $225 million of 2017 annual revenues), the per share purchase price will be adjusted downwards on a sliding scale between such amounts of divestitures up to a maximum reduction of $4.50 in value in the event that businesses or assets with 2017 annual revenues of $225 million are divested, with such adjustment to consist of (i) in the case shares of Stewart common stock with respect to which cash election consideration has been elected, a reduction of the amount of cash paid in respect of each share, (ii) in the case shares of Stewart common stock with respect to which stock election consideration has been elected, a reduction in the exchange ratio based on the parent share price, and (iii) in the case of shares of Stewart common stock with respect to which mixed election consideration has been elected, a reduction in both the amount of cash and the exchange ratio to be paid to the holders of such shares, with 50% of the aggregate value of such reduction to consist of a reduction of the cash consideration and 50% of the aggregate value of such reduction to consist of a reduction in the exchange ratio based on the parent share price. For further information regarding the calculation of the amount of 2017 annual revenues generated by any business or asset that is divested in order to receive regulatory approvals, see the section entitled "The Merger Agreement—Efforts to Complete the Mergers—Divestitures and Triggering Divestiture." For further

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information regarding the adjustments that may be made to the merger consideration as a result of such divestitures, see "The Mergers—Procedures for Election—Adjustment Procedures."

        Prior to closing and promptly following the final determination of the businesses or assets, if any, that are required to be divested in order to receive the required regulatory approvals, FNF will reasonably determine the amount of 2017 annual revenues generated by such businesses or assets to be divested, and will provide Stewart with a notice setting forth in reasonable detail the basis for calculation of the amount representing such divested 2017 annual revenues, together with a breakdown that specifies (i) the amount of such divested revenues generated by each such business or asset that is to be divested and (ii) the amount of revenues generated by each competitive business or asset during the 2017 fiscal year (i.e., as between Stewart and FNF) that is to be retained. If Stewart wishes to dispute any amount proposed by FNF in the notice, the parties will resolve any such dispute in accordance with the dispute mechanisms set forth in the merger agreement. The amounts set forth in the notice and agreed by the parties will be used to determine if the 2017 annual revenues generated by businesses or assets divested is greater the $75 million, and accordingly, whether the per share purchase price will be adjusted to account for such divestitures in excess of $75 million (subject to a cap of $225 million) as described above. For further information regarding an adjustment that may be made to the merger consideration as a result of such divestitures, see "The Mergers—Procedures for Election—Adjustment Procedures."

        There can be no assurance that a divestiture or divestitures of businesses and assets in excess of $75 million in 2017 annual revenues will not occur, and accordingly there can be no assurance that holders of Stewart common stock will receive (i) for those who make a cash election, $50.00 per share in cash instead of an amount less than $50.00 per share in cash (but in any case, no less than $45.50 per share in cash), (ii) for those who make a stock election, an amount of FNF common stock equal to 1.2850 shares of FNF common stock per share of Stewart common stock instead of an amount of FNF common stock less than 1.2850 shares of FNF common stock per share of Stewart common stock calculated based on a reduced exchange ratio for the number of shares of FNF common stock per share of Stewart common stock or (iii) for those who make a mixed election, $25.00 per share in cash and an amount of FNF common stock equal to 0.6425 shares of FNF common stock per share of Stewart common stock instead of an amount less than $25.00 per share in cash and an amount of FNF common stock less than 0.6425 shares of FNF common stock per share of Stewart common stock calculated based on a reduced exchange ratio for the number of shares of FNF common stock per share of Stewart common stock, as applicable. See the sections entitled "The Mergers—Regulatory Approvals" and "The Merger Agreement—Efforts to Complete the Mergers."

        As described above, the merger consideration that each holder of Stewart common stock will receive will ultimately depend on several factors, including whether either the cash election consideration or the stock election consideration is oversubscribed (i.e., the choices other holders of Stewart common stock have made with respect to what type of consideration they would like to receive pursuant to the merger agreement) and the amount of assets and businesses and the corresponding amount of 2017 annual revenues generated by such assets or businesses that are to be divested in order to receive the required regulatory approvals. These factors may not be known until after the Stewart stockholders meeting. In addition, to the extent that Stewart stockholders receive FNF common stock as consideration pursuant to the transactions contemplated by the merger agreement (whether by virtue of electing to receive stock consideration or mixed consideration, or receiving stock consideration after making a cash election and the cash election consideration is oversubscribed), because the exchange ratio was fixed at the time the merger agreement was executed and because the market value of FNF common stock will fluctuate during the pendency of the transactions, Stewart stockholders cannot be sure of the value of the merger consideration they elect to receive relative to the value of the shares of Stewart common stock that they are exchanging. For example, for Stewart stockholders receiving FNF common stock as part of the merger consideration, decreases in the market value of FNF common

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stock will negatively affect the value of the merger consideration that they receive, and increases in the market value of Stewart common stock may mean that the merger consideration that they receive will be worth less than the market value of the shares of Stewart common stock such stockholders are exchanging. See "Risk Factors—Risk Factors Relating to the Mergers—Because the exchange ratio is fixed and because the market price of FNF common stock and Stewart common stock will fluctuate, Stewart stockholders receiving FNF common stock as part of the merger consideration cannot be sure of the market value of such merger consideration relative to the value of their shares of Stewart common stock that they are exchanging." Stewart stockholders are urged to obtain current market quotations for FNF common stock when they make their elections. FNF common stock is traded on the NYSE under the trading symbol "FNF".

        With respect to stock consideration to be issued pursuant to the merger agreement, FNF will not issue fractional shares of FNF common stock. Instead, each Stewart stockholder will be entitled to receive a cash payment in lieu of any fractional shares of FNF common stock it otherwise would have received pursuant to the mergers equal to the product obtained by multiplying (i) the fractional share interest to which such holder would otherwise be entitled by (ii) the closing FNF stock price on the NYSE on the trading day immediately preceding the effective time.

        In the event that Stewart changes the number of shares of Stewart common stock or securities convertible or exchangeable into or exercisable for any such shares of Stewart common stock, or FNF changes the number of shares of FNF common stock or securities convertible or exchangeable into or exercisable for any such shares of FNF common stock, in each case issued and outstanding prior to the effective time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, subdivision, or other similar transaction, the merger consideration will be equitably adjusted to eliminate the effects of such event on the merger consideration.

        Neither FNF nor Stewart is making any recommendation as to whether Stewart stockholders should make a cash election, stock election, mixed election or no election in the transactions contemplated by the merger agreement. You must make your own decision with respect to such election. No guarantee can be made that you will receive the amount of cash consideration or stock consideration you elect. As a result of the adjustment and proration procedures and other limitations described in this proxy statement/prospectus and in the merger agreement, you may receive stock consideration or cash consideration in amounts that are different from the amounts you elect to receive. Because the value of the stock consideration and cash consideration may differ, you may receive consideration having an aggregate value less than that you elected to receive. The tax consequences of the mergers to a particular stockholder will depend on whether such stockholder elects to receive common stock, cash or a mix of common stock and cash, on whether such stockholder's election is effective or must be changed under the proration provisions of the merger agreement, and on many variables which are not within Stewart's and FNF's control. Tax matters are very complicated, and the tax consequences of the mergers to a particular stockholder will depend in part on such stockholder's circumstances. Accordingly, you should consult your tax advisor for a full understanding of the tax consequences of the mergers to you, including the applicability and effect of federal, state, local and foreign income and other tax consequences. For more information related to tax consequences, see the section entitled "Summary—Material U.S. Federal Income Tax Consequences of the Mergers."

Procedures for Election

        No less than twenty business days prior to the anticipated effective time, Stewart will mail to its stockholders a form of election for making a cash election, stock election or mixed election. Stewart stockholders will have a minimum of twenty business days from the mailing of the form of election to make their election. Any Stewart stockholder who became a Stewart stockholder after the record date established for the mailing of form of elections, or who did not otherwise receive a form of election,

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should contact Continental Stock Transfer & Trust Company at 1 State Street, 30th Floor, New York, NY 10004, telephone number (212) 509-4000, or their broker, bank or other nominee to obtain a form of election. Stewart stockholders who vote against approving the merger agreement are still entitled to make elections with respect to their shares. The form of election allows holders of Stewart common stock to make a cash election, stock election or mixed election for their shares of Stewart common stock. Shares of Stewart common stock as to which the holder has not made a valid election prior to the election deadline will be treated as though a mixed election had been made. To validly make a cash election, stock election or mixed election, Stewart stockholders holders must properly complete, sign and submit the form of election to the exchange agent prior to the election deadline (as discussed below).

Exchange Agent

        Continental Stock Transfer & Trust Company is expected to serve as the exchange agent for purposes of effecting the election and proration procedures.

Election Deadline

        The election deadline will be 5:00 p.m., Eastern time, on the business day that is two trading days prior to the date of the closing (the date of which anticipated election deadline will be publicly announced by FNF at least five business days prior to the anticipated date of the closing), or such other date and time as FNF will publicly announce with the consent of Stewart.

        Stewart stockholders who hold their shares in "street name" may be subject to an earlier deadline. Therefore, Stewart stockholders should carefully read any materials received from their broker, bank, trustee or other nominee.

Form of Election

        The applicable form of election must be properly completed, signed and submitted to the exchange agent and accompanied by:

•

duly endorsed certificates representing all of the Stewart shares to which such form of election relates, duly endorsed in blank or otherwise in a form acceptable for transfer on Stewart's books (or appropriate evidence as to loss, theft or destruction, appropriate evidence as to the ownership of that certificate by the claimant, and appropriate and customary indemnification, as described in the form of election), together with a properly completed letter of transmittal;



•

a properly completed and signed notice of guaranteed delivery, as described in the instructions accompanying the form of election, from a firm which is a member of a registered national securities exchange or commercial bank or trust company having an office or correspondent in the United States, provided that the actual stock certificates are in fact delivered to the exchange agent by the time set forth in the notice of guaranteed delivery; or



•

if the Stewart shares are held in book-entry form, the documents specified in the instructions accompanying the form of election.

        In order to make a cash election, stock election or mixed election, the properly completed and signed form of election, together with one of the items described above, must be actually received by the exchange agent at or prior to the election deadline in accordance with the instructions accompanying the form of election.

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Impact of Selling Shares as to which an Election has Already Been Made

        For Stewart stockholders who have made elections, any further transfers of their shares made on the stock transfer books of Stewart will be deemed to be a revocation of their election.

Election Revocation and Changes

        An election may be revoked or changed with respect to all or a portion of the Stewart common stock covered by the election by the holder who submitted the applicable form of election, but only by written notice received by the exchange agent prior to the election deadline. If an election is revoked, or the merger agreement is terminated, and any stock certificates have been transmitted to the exchange agent, if requested in writing by a stockholder who submitted those certificates, the exchange agent will return those certificates to that stockholder.

        Stewart stockholders not making a valid election in respect of their shares prior to the election deadline, including as a result of revocation, will be deemed non-electing holders. If FNF or the exchange agent, as the case may be, determine that any purported cash election, stock election or mixed election was not properly made, the purported election will be deemed to be of no force or effect and the holder making the purported election will be deemed not to have made an election for these purposes, unless a proper election is subsequently made on a timely basis.

Non-Electing Holders

        Stewart stockholders who make no election to receive cash consideration, stock consideration or mixed consideration in the merger, whose election forms are not received by the exchange agent by the election deadline, whose election forms are improperly completed or not signed, or who revoke their election without making a new election will be deemed not to have made an election (and such shares referred to as "non-electing shares"). Stewart stockholders not making an election in respect of their shares of Stewart common stock will be deemed to have made a mixed election, subject to adjustment in accordance with the terms of the merger agreement, with respect to the shares of Stewart common stock for which no election has been made. See "—Adjustment Procedures" below.

Adjustment Procedures

        Stewart stockholders should be aware that the cash elections, stock elections or mixed elections they make in connection with the mergers may be subject to the adjustment procedures provided in the merger agreement to the extent a certain amount of divestitures occur in order to obtained required regulatory approvals to complete the mergers. Stewart and FNF have agreed that, if necessary to obtain requisite antitrust or insurance regulatory clearances, Stewart and FNF will sell, divest, dispose or hold separate (a "triggering divestiture") the businesses, product lines, assets, title plants or rights to title plants of FNF, Stewart or their respective subsidiaries. Notwithstanding such obligation, in connection with obtaining any required regulatory approval, (i) FNF is not required to sell, divest, dispose of, license or hold separate (a) title plants and rights to title plants, businesses, product lines or assets to the extent that such title plants, rights to title plants, businesses, product lines or assets generated divested revenues (as defined below) in excess of $225 million in the aggregate, or (b) any of its own brands in full and (ii) FNF and its affiliates are not required to defend through litigation any claim in order to avoid or have terminated any legal restraint that would prevent the mergers from being consummated prior to the end date.

        For purposes of the merger agreement, "divested revenues" means the revenues generated during the fiscal year ended December 31, 2017, by any title plants, rights to title plants, businesses or assets

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that are sold, divested, disposed or held separate, or that are agreed to be sold, divested, disposed or held separate, in a triggering divestiture, subject to the following:

•

divested revenues will not include title insurance premiums arising from title plants or title plants that are required to be (i) licensed to a third party for which FNF will continue to own the underlying title plants or rights to title plants after such licensure (provided, that in the event FNF or Stewart is required to license an interest in any such title plant or right to title plant that is a jointly owned title plant whose governing documents would, after such licensure or conveyance or transfer of such title plant interest (or copy thereof), prohibit FNF from using title plant data from such title plant to serve any of Stewart's existing brands, the lost title insurance premium revenues arising therefrom will be deemed excluded from divested revenues by virtue of this clause (i)) (but subject to clause (ii)) or (ii) divested or licensed to a third party if FNF is able, or would be able with commercially reasonable efforts, to procure an alternative, competitively comparable, title plant or source of title plant data in such county (including, but not limited to, the licensure of title plant or title plant data from a third party at FNF's reasonable expense) in order to prevent the loss of title insurance premium revenues from such title plant license or divestiture;



•

if FNF is required to, or reasonably expected to be required to, sell, divest, dispose of, license or hold separate any business, asset or title plant in a county in which both Stewart and FNF own a competing business, asset or title plant, whether in whole or in part, then the divested revenues that will be deemed to be generated from the business, asset or title plant to be sold, divested, disposed of, licensed or held separate in such county will be the revenues generated in respect of the applicable business, asset or title plant (as applicable) with the lower amount of consolidated revenue as between Stewart and FNF, irrespective of which business, asset or title plant that FNF actually elects to sell, divest, dispose of, license or hold separate in such county (unless the FTC or any other governmental authority requires that FNF sell, divest, dispose of, license or hold separate the business, asset or title plant in such county with the higher amount of consolidated revenues (as between Stewart and FNF), then such higher amount of consolidated revenues shall constitute the divested revenues for such business, asset or title plant sold, divested, disposed or held separate; and



•

if the FTC or any other governmental authority requires that FNF or Stewart sell, divest, dispose of, license or hold separate a title plant within a given county in which one of Stewart or FNF utilizes a wholly owned title plant and the other utilizes a jointly owned title plant, FNF will have the right to determine whether to sell, divest, dispose of, license or hold separate the jointly owned title plant or the wholly owned title plant; provided, however, that the divested revenues that will be deemed to be generated from such title plant sold, divested, disposed or held separate will be the revenues generated in respect of the applicable title plant with the lower amount of consolidated revenue as between the wholly owned and jointly owned title plant, irrespective of which title plant FNF actually elects to divest sell, divest, dispose of, license or hold separate (unless the FTC or any other governmental authority requires that FNF sell, divest, dispose of, license or hold separate the title plant with the higher amount of consolidated revenues (as between the wholly owned and jointly owned title plant), in which the higher amount of consolidated revenues will constitute the divested revenues for such title plant sold, divested, disposed or held separate).

        Under the terms of the merger agreement, if the combined company is required to divest assets or businesses with divested revenues in excess of $75 million in order to receive required regulatory approvals (up to a cap of $225 million of divested revenues), the merger consideration that each Stewart stockholder will receive will be adjusted downwards on a sliding scale between such amounts of

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divestitures up to a maximum reduction of $4.50 in value in the event that businesses or assets with divested revenues of $225 million are divested, with such adjustment to consist of:

•

in the case shares of Stewart common stock with respect to which cash election consideration has been elected, a reduction of the amount of cash paid in respect of each share, calculated as follows (and which amount is further subject to proration, as described below in the section "—Proration Procedures"):



•

an amount in cash, without interest, equal to an amount the greater of (i) (x) $50.00 minus the per share cash reduction amount (as defined below) and (ii) $45.50 (such amount in cash, the "per share price");



•

the "per share cash reduction amount" means an amount in cash equal to the lesser of (i) $4.50, multiplied by a fraction (x) the numerator of which is the amount by which the divested revenues exceeds $75,000,000 and (y) the denominator of which is $150,000,000 and (ii) $4.50.



•

in the case of shares of Stewart common stock with respect to which stock election consideration has been elected, a reduction in the number of shares of FNF common stock paid in respect of each share, calculated as follows (and which amount is further subject to proration, as described below in the section "—Proration Procedures"):



•

a number of validly issued, fully paid and nonassessable shares of FNF common stock equal to the exchange ratio, which means the quotient (rounded to the nearest four decimal places) obtained by dividing (i) the per share price by (ii) an amount equal to the average of the daily volume weighted average prices of a share of FNF common stock for each of the 20 trading days prior to the date of the merger agreement, on the NYSE, as reported by Bloomberg, or $38.91 (such amount, the "parent share price").



•

in the case of shares of Stewart common stock with respect to which mixed election consideration has been elected, a reduction in both the amount of cash and the number of shares of FNF common stock paid in respect of each share, with 50% of the aggregate value of such reduction to consist of a reduction of the cash consideration and 50% of the aggregate value of such reduction to consist of a reduction in the number of shares of FNF common stock, calculated as follows:



•

an amount in cash, without interest, equal to the product (rounded to the nearest two decimal places) of (i) the per share price and (ii) 0.50 (such amount, the "mixed election cash consideration");



•

a number of validly issued, fully paid and nonassessable shares of FNF common stock equal to the product (rounded to the nearest four decimal places) of (i) the exchange ratio and (ii) 0.50.

        Prior to closing and promptly following the final determination of the businesses or assets, if any, that are required to be divested in order to receive the required regulatory approvals, FNF will reasonably determine the amount of divested revenues generated by such businesses or assets to be divested, and will provide Stewart with a notice setting forth in reasonable detail the basis for calculation of the amount representing such divested revenues, together with a breakdown that specifies (i) the amount of such divested revenues generated by each such business or asset that is to be divested and (ii) the amount of divested revenues generated by each competitive business or asset during the 2017 fiscal year (i.e., as between Stewart and FNF) that is to be retained. If Stewart wishes to dispute any amount proposed by FNF in the notice, the parties will resolve any such dispute in accordance with the dispute mechanisms set forth in the merger agreement. The amounts set forth in the notice and agreed by the parties will be used to determine if the divested revenues generated by businesses or assets divested are greater the $75 million, and accordingly, whether the per share purchase price will be adjusted downward due to the fact that divested revenues are in excess of $75 million (subject to a cap of $225 million) as described above.

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        The following chart illustrates the cash consideration, stock consideration and mixed election consideration that will be received per share of Stewart common stock in the event that that a divestiture or divestitures of varying amounts of divested revenues occur (which amounts with respect to the cash consideration and stock consideration are further subject to proration, as described below in the section "—Proration Procedures"):

Proration Procedures

        Stewart stockholders should be aware that their ability to elect to receive cash consideration or stock consideration in exchange for shares of Stewart common stock in the mergers is subject to proration procedures set forth in the merger agreement. These procedures are designed to ensure that the total amount of cash paid, and the total number of shares of FNF common stock issued, in the mergers to the holders of shares of Stewart common stock, in the aggregate, will equal the total amount of cash and number of shares of FNF common stock that would have been paid and issued if all shares of Stewart common stock were converted into the mixed election consideration.

        Whether a Stewart stockholder receives the amount of cash and/or stock that he, she or it requests in such stockholder's election form will depend in part on the elections of other Stewart stockholders. If a Stewart stockholder makes a mixed election with respect to any shares of Stewart common stock, such stockholder will receive the mixed consideration in respect of such shares. If a Stewart stockholder makes a stock election or a cash election with respect to any shares of Stewart common stock, such stockholder may not receive the exact form of consideration that it elects in respect of such shares. If a Stewart stockholder makes no election with respect to any shares of Stewart common stock and does not properly demand appraisal in accordance with the DGCL, such stockholder will receive the mixed consideration in respect of such shares.

        The greater the oversubscription of the stock election, the fewer shares and more cash a Stewart stockholder making the stock election will receive. Reciprocally, the greater the oversubscription of the cash election, the less cash and more FNF common stock a Stewart stockholder making the cash election will receive.

        Set forth below are illustrative examples of how the proration procedures will work in the event there is an oversubscription of either the cash election or the stock election.

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        Example A—Proration if Too Many Stewart Stockholders Elect to Receive All Cash.    For purposes of this example, assume the following:

•

divested revenues associated with any divestitures required to obtain regulatory approvals are less than or equal to $75,000,000 (i.e., there is no adjustment procedure as described above, and therefore the per share price is $50.00);



•

There are 23,764,016 shares of Stewart common stock outstanding (the number of shares of Stewart common stock outstanding used in this example is for illustrative purposes only and might be different from the actual number of shares of Stewart common stock outstanding on the date of filing this registration statement);



•

Stewart stockholders make a cash election with respect to 10,000,000 shares of Stewart common stock;



•

Stewart stockholders make a stock election with respect to 2,500,000 shares of Stewart common stock;



•

Stewart stockholders make a mixed election with respect to the remaining 11,264,016 shares of Stewart common stock;



•

There are no shares of Stewart common stock in respect of which appraisal rights have been properly exercised and perfected under Delaware law;



•

You hold 1,000 shares of Stewart common stock and have made an effective cash election with respect to those shares. In this example, proration would be required with respect to the Stewart stockholders who made a cash election.

Step

1.     Determine if the cash election or the stock election is oversubscribed by determining whether the aggregate cash election amount (as defined below) exceeds the available cash amount (as defined below) (i.e., the cash election is oversubscribed) or if the available cash amount exceeds the aggregate cash election amount (i.e., the stock election is oversubscribed).

Step

1(a)     Determine the aggregate cash election amount.



•

the term "aggregate cash election" means the product of the cash electing shares and the per share price;


In this example, the aggregate cash election amount is calculated as follows:

10,000,000 cash electing shares * $50.00 = $500,000,000.

Step

1(b).    Determine the available cash election amount.



•

the term "available cash election amount" means the difference between (i) the product of the mixed election cash consideration and the total number of shares of Stewart common stock issued and outstanding immediately prior to the effective time (other than shares owned by Stewart, its subsidiaries, FNF, Merger Sub I or Merger Sub II) minus (ii) the product of the number of mixed consideration electing shares (including any non-electing shares and shares in respect of which appraisal rights have been properly exercised and perfected under Delaware law) and the mixed election cash consideration.



Step

1(b)(i).     Determine the mixed election cash consideration (as described above).



•

the term "mixed election cash consideration" means an amount in cash, without interest, equal to the product (rounded to the nearest two decimal places) of (i) the per share price and (ii) 0.50.

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In this example, the mixed election cash consideration is calculated as follows:

$50.00 * 0.50 = $25.00

Step

1(b)(ii).     Determine the available cash election amount using the mixed election cash consideration amount calculated above.


In this example, the available cash election amount is calculated as follows:

($25.00 * 23,764,016 outstanding shares) – (11,264,016 mixed consideration electing shares * $25.00) = $312,500,000.

Step

1(c).         Compare the aggregate cash election amount to the available cash election amount.


In this example, the aggregate cash election amount is $500,000,000 and the available cash election amount is $312,500,000. As a result, the aggregate cash election amount exceeds the available cash election amount, and therefore, the cash election is oversubscribed and the cash consideration is subject to proration pursuant to the terms of the merger agreement.

Step

2.     Determine the pro rata cash consideration to be received by each share of Stewart common stock with respect to which the cash election is made.

The amount of pro rata cash consideration is calculated as follows:

•

an amount in cash, without interest, equal to the product (rounded to the nearest two decimal places) of (i) the per share price and (ii) a fraction, the numerator of which will be the available cash election amount and the denominator of which will be the aggregate cash election amount (such amount in cash calculated pursuant to the formula set forth in this bullet, the "cash portion").


In this example, the cash portion and therefore the pro rata cash consideration is calculated as follows:

$50.00 * $312,500,000 / $500,000,000 = $31.25.

Step

3.     Determine the pro rata stock consideration to be received by each share of Stewart common stock with respect to which the cash election is made.

The amount of pro rata stock consideration is calculated as follows:

•

a number of shares of FNF common stock equal to a fraction (rounded to the nearest four decimal places), (i) the numerator of which will be an amount equal to the per share price minus the cash portion and (ii) the denominator of which will be the parent share price, or $38.91.


In this example, the pro rata stock consideration is calculated as follows:

($50.00 – $31.25) / $38.91 = 0.4819.

        Thus, in this example, if you own 1,000 shares of Stewart common stock and make a cash election with respect to those shares, you would receive, for each share of Stewart common stock:

•

$31.25 in cash without interest; and



•

0.4819 shares of FNF common stock (with cash to be paid in lieu of any fractional shares pursuant to the merger agreement, as further described in the section entitled "The Merger Agreement—Merger Consideration").

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        Example B—Proration if Too Many Stewart Stockholders Elect to Receive All Stock.    For purposes of this example, assume the following:

•

divested revenues associated with any divestitures required to obtain regulatory approvals are less than or equal to $75,000,000 (i.e., there is no adjustment procedure as described above, and therefore the per share price is $50.00);



•

There are 23,764,016 shares of Stewart common stock outstanding (the number of shares of Stewart common stock outstanding used in this example is for illustrative purposes only and might be different from the actual number of shares of Stewart common stock outstanding on the date of filing this registration statement);



•

Stewart stockholders make a stock election with respect to 12,000,000 shares of Stewart common stock;



•

Stewart stockholders make a cash election with respect to 1,500,000 shares of Stewart common stock;



•

Stewart stockholders make a mixed election with respect to the remaining 10,264,016 shares of Stewart common stock;



•

There are no shares of Stewart common stock in respect of which appraisal rights have been properly exercised and perfected under Delaware law;



•

You hold 1,000 shares of Stewart common stock and have made an effective stock election with respect to those shares. In this example, proration would be required with respect to the Stewart stockholders who made a stock election.

Step

1.     Determine if the cash election or the stock election is oversubscribed by determining whether the aggregate cash election amount exceeds the available cash amount (i.e., the cash election is oversubscribed) or if the available cash amount exceeds the aggregate cash election amount (i.e., the stock election is oversubscribed).

Step

1(a).    Determine the aggregate cash election amount.



•

the term "aggregate cash election" means the product of the cash electing shares and the per share price;


In this example, the aggregate cash election amount is calculated as follows:

1,500,000 cash electing shares * $50.00 = $75,000,000.

Step

1(b).    Determine the available cash election amount.



•

the term "available cash election amount" means the difference between (i) the product of the mixed election cash consideration and the total number of shares of Stewart common stock issued and outstanding immediately prior to the effective time (other than other than shares owned by Stewart, its subsidiaries, FNF, Merger Sub I or Merger Sub II) minus (ii) the product of the number of mixed consideration electing shares (including any non-electing shares and shares in respect of which appraisal rights have been properly exercised and perfected under Delaware law) and the mixed election cash consideration.



Step

1(b)(i).     Determine the mixed election cash consideration (as described above).



•

the term "mixed election cash consideration" means an amount in cash, without interest, equal to the product (rounded to the nearest two decimal places) of (i) the per share price and (ii) 0.50.

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In this example, the mixed election cash consideration is calculated as follows:

$50.00 * 0.50 = $25.00

Step

1(b)(ii).     Determine the available cash election amount using the mixed election cash consideration amount calculated above.


In this example, the available cash election amount is calculated as follows:

($25.00 * 23,764,016 outstanding shares) – (10,264,016 mixed consideration electing shares * $25.00) = $337,500,000.

Step

1(c).     Compare the aggregate cash election amount to the available cash election amount.


In this example, the aggregate cash election amount is $75,000,000 and the available cash election amount is $337,500,000. As a result, the available cash election amount exceeds the aggregate cash election amount, and therefore, the stock election is oversubscribed and the stock consideration is subject to proration pursuant to the terms of the merger agreement.

Step

2.     Determine the pro rata cash consideration to be received by each share of Stewart common stock with respect to which the stock election is made.

The amount of pro rata cash consideration is calculated as follows:

•

an amount in cash (rounded to the nearest two decimal places), without interest, equal to (i) the amount by which the available cash election amount exceeds the aggregate cash election amount divided by (ii) the number of stock electing shares (such amount of cash, the "cash substitution amount");


In this example, the cash substitution amount and therefore the pro rata cash consideration is calculated as follows:

($337,500,000 – $75,000,000) / 12,000,000 stock electing shares = $21.88

Step

3.     Determine the pro rata stock consideration to be received by each share of Stewart common stock with respect to which the stock election is made.

The amount of pro rata stock consideration is calculated as follows:

•

a number of shares of FNF common stock equal to the quotient (rounded to the nearest four decimal places) obtained by dividing (i) the per share price minus the cash substitution amount by (ii) the parent share price, or $38.91.


In this example, the pro rata stock consideration is calculated as follows:

($50.00 – $21.88) / $38.91 = 0.7227

        Thus, in this example, if you own 1,000 shares of Stewart common stock and make a stock election with respect to those shares, you would receive, for each share of Stewart common stock:

•

$21.88 in cash without interest; and



•

0.7227 shares of FNF common stock (with cash to be paid in lieu of any fractional shares pursuant to the merger agreement, as further described in the section entitled "The Merger Agreement—Merger Consideration").

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Exchange of Shares

        Prior to the effective time, FNF will make available to the exchange agent the merger consideration to be paid and/or issued in respect of the certificates representing shares of Stewart common stock and the shares of Stewart common stock held in book-entry form. In addition, FNF will deposit, or cause to be deposited with the exchange agent, as necessary from time to time after the effective time, any distributions or dividends payable with respect to shares of FNF common stock with a record and payment date after the effective time and prior to the surrender of such shares of Stewart common stock and cash in lieu of any fractional shares payable pursuant to the merger agreement. All shares of FNF common stock and cash, together with the amount of any dividends and distributions deposited with the exchange agent as described above, are referred to as the "exchange fund". FNF will cause the exchange agent to deliver the merger consideration and other payments contemplated by the merger agreement out of the exchange fund.

        The exchange agent will:

•

receive election forms;



•

if delegated in whole or in part such authority by FNF, determine in accordance with the merger agreement (and the election form) the merger consideration to be received by each holder of shares of Stewart common stock; and



•

exchange the applicable merger consideration for certificates formerly representing shares of Stewart common stock or for Stewart common stock represented by book-entry.

        In order to make a cash election, stock election or mixed election, the properly completed and signed form of election, together with one of the items described above, must be actually received by the exchange agent at or prior to the election deadline in accordance with the instructions accompanying the form of election.

        As promptly as practicable after the effective time (but no later than two (2) business days thereafter), FNF will send, or will cause the exchange agent to send, to each holder of shares of Stewart common stock at the effective time (other than shares owned by Stewart, its subsidiaries, FNF, Merger Sub I or Merger Sub II, shares in respect of which appraisal rights have been properly exercised and perfected under Delaware law or shares held by a holder of a certificate representing shares of Stewart common stock who properly made and did not revoke a mixed election, cash election or a stock election) a letter of transmittal and instructions for use in such exchange for certificates representing shares of Stewart common stock or shares of Stewart common stock held in book-entry form.

Background of the Mergers

        As part of the ongoing evaluation of Stewart's business, members of Stewart's senior management and the Stewart board periodically review and assess the company's operations, financial performance, industry conditions and related regulatory developments as they may each impact Stewart's long-term strategic goals and plans. In addition, members of Stewart's senior management and the Stewart board periodically review and evaluate the possibility of pursuing business combinations, acquisitions and other strategic alternatives as part of Stewart's ongoing efforts to strengthen its overall business and enhance value for its stockholders, taking into account economic, regulatory, competitive and other conditions.

        In May 2017, Stewart retained Citigroup Global Markets Inc., which we refer to in this document as Citi, as its financial advisor for purposes of assisting Stewart in the evaluation of its strategic and financial alternatives and executed an engagement letter with Citi on May 22, 2017.

        On July 20, 2017, Stewart held a conference call to publicly announce its financial results for the second quarter of 2017, which fell short of consensus analyst estimates. In connection with the announcement, the trading price of Stewart's common stock declined by 10.2% from a closing price of $46.35 on July 19, 2017 to a closing price of $41.61 on July 20, 2017.

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        During three separate sessions held on July 26, 2017, July 27, 2017 and August 2, 2017, the independent directors on the Stewart board met to discuss various issues, particularly potential management succession, Stewart's strategy and business plan and second quarter results. The independent directors, through Mr. Thomas Apel, Chairman of the Stewart board, and director Mr. Fred Eppinger, relayed concerns regarding Stewart's performance and the potential need to consider strategic alternatives to Mr. Matthew Morris, Chief Executive Officer of Stewart, on August 3, 2017.

        At a meeting of the Stewart board that was held on August 7, 2017 and reconvened on August 10, 2017, the members of the Stewart board met to discuss the formation of a committee to explore strategic opportunities for Stewart's growth and expansion through one or more potential transactions. Members of Stewart management were also present, as was Gavin Molinelli, a designated non-voting board observer designated by Starboard Value LP, which we refer to in this document as Starboard, who was permitted to attend meetings of the Stewart board and, subject to certain exceptions, any committees thereof, in each case, in the capacity of a board observer of Starboard, pursuant to the terms of a settlement agreement entered into between Stewart and Starboard on October 17, 2016 and a confidentiality agreement entered into between Stewart and Starboard on October 27, 2017, which we refer to collectively in this document as the Starboard agreements. The Stewart board resolved to form such a committee, which we refer to in this document as the Stewart strategic alternatives committee, for the purpose of identifying and evaluating potential strategic alternatives for Stewart for the full Stewart board to consider, including a potential transaction with a company that we refer to in this document as Party A, such other viable transaction opportunities as may be considered and various standalone alternatives. The Stewart board resolved to appoint Mr. James Chadwick as Chairman and Mr. Arnaud Ajdler and Mr. Eppinger as the other members of the Stewart strategic alternatives committee.

        On August 14, 2017, the Stewart strategic alternatives committee held a meeting at which representatives of Citi and members of Stewart management were also present at the request of the Stewart strategic alternatives committee and at which Mr. Molinelli was present in his capacity as a non-voting observer. At the Stewart strategic alternatives committee's invitation, representatives of Citi provided an update of certain potential strategic alternatives, including potential transactions with various counterparties in the industry in which Stewart operates. The members of the Stewart strategic alternatives committee determined to engage in discussions with a strategic target, which we refer to in this document as Party A, with which Stewart had on a prior occasion engaged in, and subsequently discontinued, discussions regarding a potential acquisition by Stewart of such company, and to continue exploring other strategic alternatives with other potential transaction counterparties.

        On August 17, 2017, at a meeting of the Stewart board at which members of Stewart management were also present at the request of the Stewart board and at which Mr. Molinelli was present in his capacity as a non-voting observer, Mr. Chadwick updated the Stewart board on the actions of the Stewart strategic alternatives committee.

        On August 21, 2017 and September 12, 2017, the Stewart strategic alternatives committee held meetings at which members of Stewart management were present at the request of the Stewart strategic alternatives committee, to consider strategic alternatives, including a potential acquisition of Party A that would, among other things, entail the replacement of certain members of Stewart's executive team with members of the executive team of Party A. Mr. Molinelli was present at the August 21, 2017 meeting in his capacity as a non-voting observer and representatives of Citi were present at the September 12, 2017 meeting. Aside from discussions with Party A, Stewart did not engage in discussions with potential counterparties during the strategic alternatives process regarding employment arrangements with Stewart's executives following a potential transaction.

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        On September 15, 2017, Stewart retained Davis Polk to serve as Stewart's legal counsel in connection with a potential strategic transaction involving Stewart.

        On September 25, 2017, the Stewart board held a meeting, with members of Stewart management and representatives of Citi also present at the request of the Stewart board and Mr. Molinelli present in his capacity as a non-voting observer. The purpose of this meeting was to consider certain strategic alternatives that were under consideration by the Stewart strategic alternatives committee. At the request of the Stewart board, representatives of Citi reviewed its preliminary financial analysis of certain potential strategic alternatives, including an acquisition of Party A and the prospect of Stewart entering into a sale transaction with a third party to be determined. The Stewart board authorized representatives of Citi to contact certain potential strategic parties, including FNF, to determine the level of interest that each such party might have in pursuing a transaction involving Stewart.

        On September 25, 2017, representatives of Citi contacted Mr. Brent Bickett, Executive Vice President of Corporate Strategy of FNF, by telephone to inquire as to whether FNF would have any interest in pursuing a potential transaction involving Stewart.

        On October 2, 2017, the Stewart strategic alternatives committee held a meeting, with certain other Stewart directors, members of Stewart management and representatives of Citi and Davis Polk also present at the request of the Stewart strategic alternatives committee and Mr. Molinelli present in his capacity as a non-voting observer. The purpose of this meeting was to receive an update from representatives of Citi regarding its discussions with potential strategic parties and to discuss the ongoing communications between Stewart and Party A regarding a potential acquisition of Party A. Representatives of Citi informed the Stewart strategic alternatives committee that, following the September 25 Stewart strategic alternatives committee meeting, representatives of Citi had contacted various parties regarding a potential transaction, and that FNF and another strategic buyer, which we refer to in this document as Party B, had both expressed interest in a potential acquisition of Stewart.

        On October 3, 2017, the Stewart board held a meeting, with members of Stewart management and representatives of Citi and Davis Polk also present at the request of the Stewart board and Mr. Molinelli present in his capacity as a non-voting observer. At the meeting, the Stewart board authorized the entry into mutual confidentiality agreements with FNF and Party B, and, subject to the execution of such an agreement, to provide confidential information to such parties through an electronic data room.

        On October 4, 2017, Stewart and FNF entered into a mutual confidentiality agreement and began to exchange certain non-public information.

        On October 16, 2017, the Stewart board held a meeting, with members of Stewart management and representatives of Citi and Davis Polk also present at the request of the Stewart board and Mr. Molinelli present in his capacity as a non-voting observer. The Stewart board reviewed Stewart's financials for the third quarter of 2017 and received a presentation from Mr. David Hisey, Chief Financial Officer of Stewart, indicating that Stewart's earnings were anticipated to fall materially short of consensus analyst estimates. In light of the large expected earnings miss, the Stewart directors discussed the potential timeline for executing a strategic transaction and the prospect of publicly disclosing the formation of the Stewart strategic alternatives committee. The members of the Stewart board discussed the status of Stewart's evaluation of strategic alternatives, including ongoing discussions regarding a potential acquisition of Party A and a potential sale transaction to FNF or Party B. The Stewart board directed representatives of Citi to contact FNF and Party B to further assess their respective level of interest in a potential acquisition of Stewart, and agreed to send a draft merger agreement to both FNF and Party B to progress discussions regarding a potential sale transaction. In addition, a representative of Davis Polk reviewed with the Stewart board its fiduciary duties in connection with its consideration of strategic alternatives. The Stewart board also discussed the timing of Stewart's upcoming third quarter earnings announcement, the date of which had not yet been

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publicly announced by Stewart, and determined to delay such earnings announcement until November 6, 2017 in order to facilitate further discussions regarding a potential strategic transaction.

        On October 20, 2017, a draft merger agreement prepared by Davis Polk was delivered to each of FNF and Party B. Representatives of Citi and other representatives of Stewart continued to make available certain non-public information to representatives of FNF during this time, and during the period of October 4, 2017 to October 26, 2017, representatives of FNF continued to undertake due diligence on Stewart.

        On October 26, 2017, FNF submitted a non-binding letter of intent to acquire 100% of the common stock of Stewart for $50.00 per share in cash, subject to due diligence, together with a proposed revised draft merger agreement. The terms of FNF's offer, among other things, did not require FNF to divest or otherwise dispose of any assets (other than duplicative title plant interests) in order to secure regulatory approval of the potential transaction.

        On October 30, 2017 and November 1, 2017, the Stewart board held meetings, with members of Stewart management and representatives of Davis Polk and Citi also present at the request of the Stewart board and Mr. Molinelli present in his capacity as a non-voting observer. At these meetings, the Stewart board discussed the current status of Stewart's consideration of strategic alternatives, including the offer submitted by FNF. A representative of Davis Polk again reviewed with the Stewart board its fiduciary duties in connection with its consideration of strategic alternatives at both meetings. At the October 30 meeting, the Stewart board directed representatives of Davis Polk and Citi to further evaluate a potential transaction with FNF and directed representatives of Davis Polk to analyze in more detail the regulatory and other risks of proceeding with a potential transaction with FNF. At the November 1 meeting, the Stewart board agreed to explore in greater detail the viability of FNF's offer over the next 30 days, including review of the offer price, potential regulatory issues and approvals that would be required, the necessary contractual undertakings from FNF that may be desirable in order to ensure the likely consummation of a potential transaction (including a potential reverse termination fee) and other aspects of a potential transaction. The Stewart board also discussed the desirability of publicly disclosing the formation of the Stewart strategic alternatives committee and Stewart's consideration of strategic alternatives in light of Stewart's upcoming third quarter earnings release on November 6 in which Stewart expected to announce earnings that fell materially short of consensus analyst estimates. For these reasons, the Stewart board voted to include in a press release a statement regarding the formation of the Stewart strategic alternatives committee, with all board members voting in favor of such disclosure for the reasons noted above, except for Mr. Morris. Mr. Morris' opposition to such disclosure was based on his concern about the effect that a public announcement of the formation of the Stewart strategic alternatives committee would have on Stewart's ability to retain its top performing employees, including, in particular, his concern that such an announcement could result in certain of Stewart's competitors making competing offers of employment to such employees.

        On October 31, 2017, Mr. John Killea, President and Chief Legal Officer of Stewart, and representatives of Davis Polk and Citi had a telephone call with Mr. Bickett and other members of FNF management to discuss certain considerations relating to a potential combination of Stewart and FNF.

        On November 6, 2017, Stewart issued a press release, concurrently with its third quarter earnings release, announcing that the Stewart board had previously formed the Stewart strategic alternatives committee to consider strategic alternatives including potential business combinations, the potential sale of Stewart and the continued execution of Stewart's standalone business plan. The press release also noted that Stewart had retained Citi as financial advisor and Davis Polk as legal advisor in connection with its review of strategic alternatives.

        On November 6, 2017, a representative of Party B delivered a letter to a representative of Citi indicating that it was no longer interested in pursuing a potential transaction with Stewart. The

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representative of Party B separately had a telephone call with a representative of Citi and indicated on such call that its basis for declining to pursue a transaction with Stewart was that it was unable to pay a purchase price equal to or greater than the then-current trading price of Stewart's common stock, which had a closing price of $39.24 on November 6, 2017.

        Following the public announcement of the formation of the Stewart strategic alternatives committee, between November 7, 2017 and November 13, 2017, Stewart or representatives of Citi received communications from five other parties regarding a potential strategic transaction with Stewart. Stewart entered into confidentiality agreements with three of these parties, which we refer to in this document as Parties C, D and E, between November 14, 2017 and November 19, 2017. Party E, a potential strategic acquiror, was provided access to due diligence and subsequently informed representatives of Citi that it was not interested in pursuing a potential transaction with Stewart.

        On November 13, 2017, the Stewart board held a meeting, with members of Stewart management and representatives of Citi and Davis Polk present at the request of the Stewart board and Mr. Molinelli present in his capacity as a non-voting observer. The purpose of the meeting was to discuss the current status of Stewart's consideration of strategic alternatives, including the offer submitted by FNF and potential opportunities to enter into a transaction with one of the other parties that had reached out to Stewart since Stewart's November 6 third quarter earnings announcement. The Stewart board discussed regulatory risks relating to a potential transaction with FNF and discussed the importance of FNF agreeing to pay a reverse termination fee to Stewart in the event that the proposed strategic transaction was not approved by all applicable regulatory authorities. The Stewart board directed Stewart's management team and representatives of Davis Polk to develop and propose to FNF a construct to address regulatory risks that would ensure with substantial certainty that the transaction would be completed, including the scope of potential divestiture undertakings that would be desirable in order to best ensure regulatory approval of a transaction and a request that FNF agree to pay a reverse termination fee in a meaningful amount to be agreed in the event that a transaction with FNF were to fail to close for any regulatory reason. The Stewart board also directed the representatives of Citi to perform financial analyses regarding the effect that any required divestitures may have on the purchase price. The Stewart board also agreed to continue to explore all potential strategic opportunities, including with other potential parties.

        On November 13, 2017, Messrs. Morris, Killea and Hisey and a representative of Citi had a telephone call with the chief executive officer and other executives of Party D, a potential strategic acquiror, to discuss a potential transaction with Party D.

        On November 13, 2017, Messrs. Morris, Killea and Hisey had a telephone call with a private equity firm, which we refer to in this document as Party F, that had indicated interest in a potential transaction with Stewart (whether in the form of a primary investment in Stewart, an outright acquisition of Stewart or otherwise).

        On November 14, 2017, a representative of Party D informed a representative of Stewart that it was not interested in pursuing a potential transaction with Stewart.

        On November 14 and 15, 2017, Mr. Raymond Quirk, Chief Executive Officer of FNF, Mr. Bickett and other senior members of FNF's management team met with Messrs. Apel, Morris and Killea and other senior members of Stewart's management team and representatives of Citi in Houston, Texas. The parties discussed financial, legal and other due diligence as well as certain potential synergies that might result from a proposed strategic transaction involving Stewart and FNF.

        On November 15, 2017, representatives of Davis Polk submitted a proposed revised draft merger agreement and a draft summary term sheet of the regulatory undertaking contained in such draft merger agreement (the "regulatory undertaking term sheet") to representatives of Weil, legal counsel to FNF, setting forth terms developed by management together with representatives of Citi and Davis

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Polk in accordance with the direction provided by the Stewart board at its November 13, 2017 meeting. The revised draft merger agreement and regulatory undertaking term sheet proposed that FNF would be required to divest up to $225 million in annual revenues, with the purchase price to be adjusted downwards on a sliding scale in the event that FNF was required to divest in excess of $75 million in annual revenue from $50.00 per share to $47.00 per share, and that FNF would be required to pay a reverse termination fee in the amount of 6% of the aggregate purchase price in the event that the merger agreement was terminated as a result of the applicable regulatory authorities failing to approve the transaction.

        On November 16, 2017, Messrs. Morris, Killea and Hisey and representatives of Citi met with members of the management team of Party C, a potential strategic acquiror, to present certain financial and operating information regarding Stewart in connection with a potential transaction with Party C.

        On November 17, 2017, representatives of Weil submitted a revised draft regulatory undertaking term sheet to representatives of Davis Polk. The revised draft proposed that FNF would be required to divest up to $150 million in annual revenues, with the purchase price to be adjusted downwards on a sliding scale in the event that FNF was required to divest in excess of $75 million in annual revenue, from $50.00 per share to $47.00 per share, and that FNF would not be required to pay any reverse termination fee whatsoever.

        On November 17, 2017, a representative of the principal shareholder of Party A submitted a letter to the Stewart board relaying the view of Party A's shareholders that discussions between Stewart and Party A regarding a potential transaction should be accelerated, and that Stewart and Party A should seek to complete remaining due diligence and enter into a transaction agreement on an urgent basis. The letter also stated that if a definitive agreement for such a transaction was not entered into on or prior to December 8, 2017, Party A would discontinue its discussions with Stewart regarding a potential transaction. Following receipt of such letter, representatives of Stewart and representatives of Party A had multiple discussions regarding due diligence and potential terms and conditions of such a transaction.

        On November 19, 2017, representatives of Weil submitted a revised draft of the merger agreement to Davis Polk that had been revised to reflect, among other things, the proposed terms included in the regulatory undertaking term sheet submitted by Weil on November 17, 2017, and that FNF would be permitted to terminate the merger agreement in the event that FNF was required to divest in excess of $150 million in annual revenue.

        On November 20, 2017, the Stewart strategic alternatives committee held a meeting, with certain other Stewart directors, members of Stewart management and representatives of Citi and Davis Polk also present at the request of the Stewart strategic alternatives committee and Mr. Molinelli present in his capacity as a non-voting observer. At this meeting, the participants discussed the terms of FNF's revised offer and other potential strategic alternatives. The Stewart strategic alternatives committee directed Davis Polk to prepare a markup of the draft merger agreement to reflect a counterproposal to be submitted to FNF on terms approved by the Stewart strategic alternatives committee.

        On November 21, 2017, representatives of Davis Polk submitted a revised draft merger agreement and regulatory undertaking term sheet to representatives of Weil. The revised drafts proposed, among other things, that FNF would be required to divest up to $200 million in annual revenues, with the purchase price to be adjusted downwards on a sliding scale in the event that FNF was required to divest in excess of $75 million in annual revenue, from $50.00 per share to $47.00 per share, and that FNF would be required to pay a reverse termination fee in the amount of $60 million, or approximately 5.0% of the aggregate purchase price, in the event that the merger agreement was terminated as a result of the applicable regulatory authorities failing to approve the transaction.

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        On November 21, 2017, Messrs. Apel and Chadwick submitted a letter to a representative of the principal shareholder of Party A indicating that while Stewart believed that the December 8, 2017 deadline for completing a transaction with Party A that had been proposed by such representative in his November 17, 2017 letter was attainable, Stewart had also received another offer that the Stewart board determined merited consideration. The letter indicated that the Stewart board would be required to assess the proposed terms of any transaction with Party A in light of such other offer. Following such letter and until December 12, 2017, at the direction of the Stewart strategic alternatives committee, representatives of Stewart and representatives of Davis Polk exchanged multiple drafts of transaction agreements with Party A and representatives of the principal shareholder of Party A in connection with a potential transaction between Stewart and Party A and engaged in further due diligence relating to such potential transaction.

        On November 22, 2017, Messrs. Morris, Killea and Hisey and certain other members of Stewart management met with members of the management team of Party C to discuss the scope of potential revenue and cost synergies that could be expected to be achieved in connection with a potential transaction between Stewart and Party C.

        On November 22, 2017, Stewart entered into a confidentiality agreement with Party F.

        On November 24, 2017, representatives of Citi provided a draft merger agreement to Party C.

        On November 25, 2017, representatives of Weil submitted a revised draft merger agreement and regulatory undertaking term sheet to representatives of Davis Polk. The revised drafts proposed, among other things, that FNF would be required to divest up to $200 million in annual revenues, with the purchase price to be adjusted downwards on a sliding scale in the event that FNF was required to divest in excess of $75 million in annual revenue, from $50.00 per share to $46.00 per share, but that FNF would not be required to pay any reverse termination fee whatsoever, and that FNF would be permitted to terminate the merger agreement in the event that FNF was required to divest in excess of $200 million in annual revenue.

        On November 28, 2017, Mr. Morris had a call with representatives of Party F to discuss a potential transaction between Stewart and Party F.

        On November 30, 2017, representatives of Party C submitted a non-binding proposal to acquire 100% of the common stock of Stewart for consideration valued at between $39.00 and $40.00 per share, with at least 75% of such consideration to be paid in shares of the common stock of Party C and up to 25% of such consideration to be paid in cash.

        On November 30, 2017, at the direction of management, representatives of Davis Polk submitted a revised draft merger agreement to representatives of Weil. The revised draft noted as open points, among other things, that FNF would be required to divest up to $200 million in annual revenues, with the purchase price to be adjusted downwards on a sliding scale in the event that FNF was required to divest in excess of $75 million in annual revenue, from $50.00 per share to $46.00 per share, and that FNF would be required to pay a reverse termination fee in an unspecified amount, in the event that the merger agreement was terminated as a result of the applicable regulatory authorities failing to approve the transaction.

        On December 1, 2017, the Stewart strategic alternatives committee held meetings, with certain other members of the Stewart board, members of Stewart management and representatives of Citi and Davis Polk also present at the request of the Stewart strategic alternatives committee and Mr. Molinelli present in his capacity as a non-voting observer. At this meeting, the participants discussed the offer received from Party C, the status of discussions between Stewart and Party A regarding a potential acquisition of Party A and the proposed transaction with FNF. Members of the Stewart strategic alternatives committee received an update from representatives of Citi on the status of due diligence being conducted by Party C, Party A, FNF and Stewart as communicated to representatives of Citi by

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such parties, the status of negotiations between Party C, Party A and FNF, respectively, and Stewart and Stewart management's estimates of the potential synergies in connection with a potential acquisition of Party A. Representatives of Davis Polk discussed the scope of potential divestiture undertakings that would be desirable in order best to ensure regulatory approval of a transaction with FNF and how such divestiture undertakings might be structured. Representatives of Citi reviewed its financial analysis of the effect that any such divestitures may have on the purchase price.

        On December 1, 2017, at the direction of the Stewart strategic alternatives committee, representatives of Citi spoke with Mr. Bickett by telephone to discuss certain aspects of a potential transaction between Stewart and FNF, including Stewart's request that FNF agree to pay a reverse termination fee in the event that a transaction between Stewart and FNF does not secure all required regulatory approvals.

        On December 4, 2017, the Stewart strategic alternatives committee held meetings, with certain other members of the Stewart board, members of Stewart management and representatives of Citi and Davis Polk present at the request of the Stewart strategic alternatives committee and Mr. Molinelli present in his capacity as a non-voting observer. The Stewart strategic alternatives committee received an update from representatives of Citi regarding negotiations with Party A, and discussed certain key open issues that would need to be resolved in connection with the completion of an acquisition of Party A. The Stewart strategic alternatives committee received an update from representatives of Davis Polk regarding discussions with FNF, including the scope of potential divestiture undertakings that would be desirable in order best to ensure regulatory approval of a transaction with FNF and the reverse termination fee proposed by FNF, including any conditions under which such a fee would not be payable that would limit its effectiveness from Stewart's standpoint. The Stewart strategic alternatives committee also discussed the offer received from Party C and directed representatives of Citi to contact representatives of Party C to communicate the Stewart board's concern that Party C's offer price undervalued Stewart stock and that Party C would need to increase its price materially in order for Stewart to further consider a potential transaction with Party C.

        On December 5, 2017, representatives of Davis Polk provided representatives of Weil a draft disclosure schedule in connection with the draft merger agreement with FNF, and on December 6, 2017, representatives of Davis Polk provided supplemental information in connection with the draft disclosure schedule. On December 5 and 6, 2017, Messrs. Morris, Killea, Hisey and certain other members of Stewart management and representatives of Citi met with members of the management team of Party F to present certain financial and operating information regarding Stewart in connection with a potential transaction with Party F.

        On December 6, 2017, the Stewart strategic alternatives committee held a meeting, with certain other members of the Stewart board, members of Stewart management and representatives of Citi and Davis Polk present at the request of the Stewart strategic alternatives committee and Mr. Molinelli present in his capacity as a non-voting observer. At this meeting, the participants discussed the status of discussions between Stewart and Party A regarding a potential acquisition of Party A, the discussions between Stewart and Party F, the offer received from Party C and the proposed transaction with FNF.

        On December 8, 2017, the Stewart strategic alternatives committee held a meeting with certain other members of the Stewart board, members of Stewart management and representatives of Citi and Davis Polk present at the request of the Stewart strategic alternatives committee. At this meeting, the participants discussed the proposed transaction with FNF, the status of discussions between Stewart and Party A regarding a potential acquisition of Party A, the discussions between Stewart and Party F and the offer received from Party C. Members of the committee discussed the desirability of advancing discussions with each of the other parties so that the committee and the Stewart board would be able to determine whether to pursue any of the alternatives under consideration.

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        On December 8, 2017, at the direction of the Stewart strategic alternatives committee, representatives of Davis Polk submitted a revised draft regulatory undertaking term sheet to representatives of Weil setting forth certain revised proposed terms of the draft merger agreement to be entered into between Stewart and FNF in connection with a potential transaction, including, among other things, that FNF would be required to pay a reverse termination fee of $55 million, or approximately 4.6% of the aggregate purchase price, in the event that the merger agreement was terminated as a result of the applicable regulatory authorities failing to approve the transaction. This term sheet also proposed that Stewart would accept FNF's previous proposal that FNF would be required to divest up to $200 million in annual revenues (subject, however, to FNF's agreement to the payment of the reverse termination fee in the amount and under the circumstances described above), with the purchase price to be adjusted downwards on a sliding scale in the event that FNF was required to divest in excess of $75 million in annual revenue from $50.00 per share to $46.00 per share. This term sheet also set forth Stewart's proposed methodology for measuring the revenues of any of the businesses that are required to be divested in order to secure required regulatory approvals for the purposes of adjusting the merger consideration.

        On December 8, 2017, Mr. Morris had a call with representatives of Party C to discuss a potential transaction between Stewart and Party C, and on each of December 8, 2017 and December 14, 2017, Mr. Morris had a call with representatives of Party F to discuss a potential transaction between Stewart and Party F.

        On December 9, 2017, representatives of Weil submitted a revised draft of the disclosure schedules to representatives of Davis Polk.

        On December 10, 2017, Mr. Molinelli and a representative of Olshan Frome Wolosky LLP, legal advisor to Starboard, had a telephone conversation with Davis Polk in which Mr. Molinelli requested that Mr. Molinelli be indemnified by Stewart for his participation in the strategic alternatives process as a non-voting board observer designated by Starboard pursuant to the Starboard agreements.

        On December 11, 2017, members of the Stewart board, members of Stewart management and representatives of Citi had a call with the chairman and chief executive officer of Party C regarding the terms of a potential transaction between Stewart and Party C.

        On December 12, 2017, representatives of Weil submitted a revised draft regulatory undertaking term sheet to representatives of Davis Polk setting forth certain revised proposed terms of the draft merger agreement to be entered into between Stewart and FNF in connection with a potential transaction. The term sheet included a revised proposed methodology for measuring the revenues of any of the businesses that are required to be divested in order to secure required regulatory approvals for the purposes of adjusting the merger consideration. The term sheet also proposed that FNF would be required to pay a reverse termination fee in an amount equal to 3.0% of the equity value of the transaction in the event that the merger agreement was terminated as a result of the failure to receive Hart-Scott-Rodino antitrust approval or any state regulatory approval, other than where such failure was related to any actual or alleged anticompetitive effect or lessening of or other effect on competition of the proposed transaction. This term sheet also proposed that FNF would be required to divest up to $200 million in annual revenues, with the purchase price to be adjusted downwards on a sliding scale in the event that FNF was required to divest in excess of $75 million in annual revenue from $50.00 per share to $46.00 per share, and that FNF would be permitted to terminate the merger agreement in the event that FNF was required to divest in excess of $200 million in annual revenue without payment of a reverse termination fee.

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        On December 14, 2017, the Stewart board held a meeting, members of Stewart management and representatives of Citi and Davis Polk also in attendance at the request of the Stewart board and Mr. Molinelli present in his capacity as a non-voting observer. The Stewart board received an update from Mr. Chadwick regarding the current status of negotiations with Party A, Party C and FNF. The directors discussed FNF's most recent proposal, and considered potential alternatives for addressing the risk that one or more regulatory approvals required in connection with a potential transaction between Stewart and FNF may not be received. The directors agreed that a substantial reverse termination fee would be required to be paid to Stewart in the event that the transaction does not close for any regulatory reason in order for Stewart to be willing to enter into a potential transaction with FNF.

        On December 14, 2017, Messrs. Morris, Killea and Hisey, certain other members of Stewart management and representatives of Citi met with representatives of Party C in Houston, Texas to discuss a potential transaction between Stewart and Party C, including the due diligence process to be conducted by Party C with respect to Stewart.

        On December 15, 2017, representatives of Party F submitted a non-binding proposal to invest between $300-$400 million in a new class of convertible preferred stock of Stewart at a $43.00 per share conversion price. Party F indicated in its proposal that it expected that up to $200 million of the proceeds from such investment would be used by Stewart to repurchase common shares at a price to be agreed with the remainder to be used to fund unspecified acquisition opportunities.

        On December 15, 2017, a representative of Party C's financial advisor submitted to representatives of Citi an issues list setting forth Party C's position with respect to certain open issues in the draft merger agreement submitted by Stewart to Party C.

        On December 18, 2017, representatives of Davis Polk submitted a revised draft merger agreement to representatives of Party C reflecting Stewart's responses to the issues identified in the issues list submitted by a representative of Party C's financial advisor on December 15.

        On December 18, 2017, the Stewart board held a meeting, with members of Stewart management and representatives of Citi and Davis Polk also present at the request of the Stewart board and Mr. Molinelli present in his capacity as a non-voting observer. At this meeting, the participants discussed the proposed various strategic alternatives under consideration by the Stewart board. Representatives of Citi presented an update on negotiations with Party C and its preliminary financial analysis of a transaction between Stewart and Party C. The Stewart board then discussed the proposal submitted by Party F and the benefits and risks of such proposal to Stewart's stockholders. The Stewart board also discussed the status of negotiations with FNF and Party A. Mr. Apel notified the other members of the Board that FNF had not agreed to revise its position with respect to the payment of a reverse termination fee.

        On December 19, 2017, the Stewart strategic alternatives committee held a meeting with members of Stewart management and representatives of Citi and Davis Polk also present at the request of the Stewart strategic alternatives committee and Mr. Molinelli present in his capacity as a non-voting observer. At this meeting, the participants discussed the status of discussions between Stewart and Party A regarding a potential acquisition of Party A and the offer received from Party C. In addition, the members of the committee discussed the work completed to date by management, KPMG LLP, Stewart's independent accountants, which we refer to in this document as KPMG, and Citi relating to the potential acquisition by Stewart of Party A. The preliminary financial analysis of a potential transaction with Party A prepared by Citi was based on projections for Party A, projections for Stewart and synergies projections for an acquisition of Party A by Stewart, approved by Stewart management. In developing such projections, Stewart's management used financial projections for Party A provided to Stewart by Party A (which projections assumed, among other things, the realization of certain operational synergies as a result of the potential acquisition of Party A by Stewart). Stewart's management then adjusted such projections provided by Party A downward based on, among other

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things, (i) quality of earning adjustments delivered to Stewart's management by KPMG that showed, among other things, that the EBITDA figures in the financial information delivered to Stewart by Party A significantly exceeded EBITDA calculated subject to normalizing adjustments and (ii) Stewart management's own business judgment regarding the achievability of such projections and, in particular, the synergies proposed to result from the transaction by Party A (including whether some of the proposed synergies could be achieved by Stewart on a standalone basis and therefore not properly included in the value proposition of an acquisition of Party A). Certain members of the strategic alternatives committee expressed their disagreement with the appropriateness of such downward adjustments.

        In connection with these matters, after the December 19 meeting of the Stewart strategic alternatives committee, members of the Stewart strategic alternatives committee proposed, on behalf of the committee, certain changes to the methodologies used by Citi in its preliminary financial analyses of the potential acquisition of Party A, including to utilize a discounted cash flow analysis rather than a dividend discount analysis and to also utilize an EBITDA multiple-based methodology. On December 20, 2017, representatives of Citi responded to these suggestions by indicating that they believed the requested changes to the methodologies to be inappropriate for the purposes of evaluating a potential transaction in the insurance industry and expressing their professional judgment regarding the appropriate methodologies and information to be included in the presentation to be made by representatives of Citi to the Stewart board in connection with the Stewart board's evaluation of a potential acquisition of Party A.

        On December 19, 2017, at the direction of the Stewart board, Mr. Apel had a telephone conversation with Mr. Bickett regarding the terms of FNF's current offer and possible timelines for reaching agreement on a potential transaction between Stewart and FNF.

        On December 20, 2017, Mr. Apel and Mr. Molinelli had a telephone conversation regarding the fact that under the terms of the Starboard agreements, Starboard's right to designate a board observer to the Stewart board had expired effective as of December 19, 2017. Mr. Molinelli requested that Starboard's right to designate a board observer be reinstated for a limited period until the Stewart board concluded its review of strategic alternatives, but he indicated that he would only be willing to continue to serve in this capacity if Stewart acceded to his previous request for indemnification from Stewart in connection with his participation in the strategic alternatives process. Mr. Apel informed Mr. Molinelli that such requests would need to be considered by the Stewart board.

        On December 21, 2017, Mr. Killea, representatives of Citi and Mr. Bickett had a telephone conversation regarding certain of Stewart's proposed terms for a potential transaction between Stewart and FNF. In that conversation, the parties discussed the proposed methodology for measuring the revenues of any of the businesses that are required to be divested in order to secure required regulatory approvals for all purposes under the merger agreement. Mr. Killea expressed Stewart's position that the maximum amount of revenues that FNF would be required to divest be increased from $200 million to $225 million. Mr. Bickett relayed that he believed that such an increase would require FNF to further reduce its minimum offer price to as low as $45.00 per share in the event that FNF was required to divest $225 million in revenues.

        On December 21, 2017, at the direction of the Stewart strategic alternatives committee, representatives of Davis Polk submitted a revised regulatory undertaking term sheet to representatives of Weil setting forth certain revised proposed terms of the draft merger agreement to be entered into between Stewart and FNF in connection with a potential transaction, which was intended to summarize Stewart's understanding of FNF's most recent proposal as it had been communicated to representatives of Citi. The revised terms that were being proposed by FNF contemplated an increase in the maximum amount of revenues that FNF would be required to divest from $200 million to $225 million and a corresponding adjustment to the minimum purchase price from $46.00 to $45.50 per Stewart share and a reverse termination fee of 3.0% of the equity value of the transaction, with such reverse termination

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fee to be payable in certain limited circumstances and not cover any failure of the transaction to close for regulatory reasons. The purpose of this summary was to ensure clarity for Stewart's board as to the terms being proposed by FNF on these matters.

        On December 21, 2017, Mr. Morris had a telephone call with representatives of Party C regarding a potential transaction between Stewart and Party C.

        On December 22, 2017, representatives of Weil submitted a revised regulatory undertaking term sheet to representatives of Davis Polk setting forth certain revised proposed terms of the draft merger agreement to be entered into between Stewart and FNF in connection with a potential transaction, clarifying FNF's most recent proposal as to the circumstances in which FNF would be required to pay a reverse termination fee as reflected in such draft term sheet prepared by Davis Polk on December 21, 2017. Also on December 22, 2017, representatives of Weil submitted to representatives of Davis Polk a revised draft of the merger agreement.

        On December 22, 2017, Mr. Killea, representatives of Davis Polk and Citi had a telephone call with members of Party C's management and representatives of Party C's financial and legal advisors regarding the proposed terms of the proposed draft merger agreement between Stewart and Party C.

        On December 23, 2017, representatives of Davis Polk had a telephone call with representatives of Weil regarding the proposed terms of the draft regulatory undertaking term sheet.

        On December 23, 2017, the Stewart board held a meeting, with members of Stewart management and representatives of Davis Polk present at the request of the Stewart board, to receive an update from members of Stewart management regarding the ongoing review of strategic alternatives and to discuss certain requests from Starboard and the advisability of retaining a second financial advisor. Mr. Molinelli was not present at the meeting as Starboard's right to designate an observer to the Stewart board had expired on December 19, 2017. At the request of Mr. Apel, Mr. Killea informed the directors that the standstill under the Starboard agreements between Stewart and Starboard had expired effective as of December 19, 2017 and that Starboard was accordingly no longer entitled to designate a board observer to the Stewart board. Mr. Killea also relayed to the directors Starboard's requests that its right to designate a board observer to the Stewart board be reinstated until the conclusion of the strategic alternatives process, which reinstatement would be conditioned on its designee being indemnified by Stewart in connection with his participation in the strategic alternatives process as a designee of Starboard. In addition, Mr. Killea reported that, as an alternative to this proposal, Starboard asked that it be entitled to designate an additional member to the Stewart board in lieu of the reinstatement of its non-voting observer with indemnification rights. The Stewart board considered Starboard's requests and determined not to make an immediate decision with respect to them. Instead, the Stewart board instructed the existing Starboard designee on the Stewart board, Mr. Clifford Press, to communicate to Starboard the Stewart board's concerns with respect to Starboard's indemnification request (in essence, that Starboard was not entitled to indemnification rights under the existing Starboard agreements, among other things) and the Stewart board's unwillingness to grant Starboard an additional board designee and thereby affect the balance of the Stewart board midstream during its consideration of strategic alternatives. In addition, at this meeting, two of the directors expressed their disagreement regarding the projections for Party A and synergies projections for a potential acquisition of Party A by Stewart, including the appropriateness of certain downward adjustments to the EBITDA and projections for Party A provided by Party A (including the appropriate level of synergies achievable in a transaction with Party A). The Stewart board also considered both the benefits of engaging a second financial advisor in connection with the proposed transaction with Party A and potentially the process more generally, as well as the drawbacks (including the incremental cost relative to any benefit of a second financial advisor and the possibility that retaining a second financial advisor may delay the process and put at risk the ongoing participation of all of the current potential counterparties to a transaction), the potential scope of a second financial advisor's engagement (and whether to limit the scope to only the potential transaction with Party A),

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the costs of retaining a second financial advisor and the timing for any possible engagement of a second financial advisors. After deliberation, the Stewart board determined to defer its decision of whether to engage a second financial advisor pending further developments in the strategic alternatives review process.

        On December 26, 2017, the Stewart board held a meeting, with members of Stewart management and representatives of Citi and Davis Polk present at the request of the Stewart board, to consider the proposed transactions with each of Parties A, C, F and FNF. At this meeting, a representative of Davis Polk reviewed with the Stewart board its fiduciary duties in connection with the consideration of strategic alternatives. The Stewart board discussed the fact that Party C would need additional time to complete due diligence on Stewart in order for it to further consider a transaction with Stewart, and directed representatives of Citi to reach out to representatives of Party C to discuss bridging the gap between the offer price offered by Party C with the offer price offered by FNF, including the potential for Stewart and Party C to enter into a transaction involving a warrant structure in order to provide Stewart stockholders with the potential to receive additional value above Party C's proposed offer price if Party C's share price were to increase after such a transaction. The Stewart board determined that Party F's proposal did not offer sufficient value to Stewart's shareholders to warrant continued pursuit of discussions with Party F in light of the strategic alternatives proposed by the other parties. The Stewart board also discussed certain regulatory risks of the proposed transaction with FNF, as well as the incremental value to FNF of a transaction with Stewart that was now possible in light of recent tax reform legislation in the United States. On these bases and after further discussion, the Stewart board determined to respond to FNF with a revised proposed maximum purchase price of $52.50 per Stewart share, with the purchase price to be adjusted from $52.50 per Stewart share downwards on a sliding scale to $48.00 per Stewart share in the event that FNF was required to divest in excess of $75 million in annual revenue up to a cap of divestitures of $225 million in annual revenue, and that FNF be required to pay a reverse termination fee of $65 million in the event that the transaction failed to be consummated for any regulatory reason. After the meeting concluded, representatives of Davis Polk sent a term sheet containing such revised terms to representatives of Weil.

        In addition, at the December 26, 2017 meeting, the Stewart board again discussed Starboard's prior requests for reinstatement of its non-voting observer designee to the Stewart board conditioned on Stewart indemnifying such non-voting observer designee in connection with his participation in the strategic alternatives process (or, in lieu of that, Starboard being granted an additional voting designee to the Stewart board). After further discussion, it was concluded that there was no consensus among the Stewart directors in support of either of Starboard's requests, which were once again tabled for any further necessary discussion.

        On December 26, 2017, at the direction of the Stewart board, a representative of Citi contacted a representative of Party C's financial advisor to communicate the Stewart board's request that Party C increase its offer price. Such discussion also addressed the possibility of a transaction with Party C including a warrant structure.

        On December 26, 2017, at the direction of the Stewart board, a representative of Citi contacted Mr. Bickett by telephone to discuss the terms of Stewart's revised proposal. Mr. Bickett indicated that FNF was not willing to consider a transaction on the revised terms proposed by Stewart following the December 26 meeting of the Stewart board.

        On December 27, 2017, Mr. Apel received an email from the chief executive officer of Party C indicating that Party C was no longer interested in pursuing discussions with Stewart, and on December 28, 2017, Mr. Apel had a follow-up telephone call with the chief executive officer of Party C during which Party C indicated that it was not willing to increase its offer price but would be willing to consider alternative proposals with respect to a potential transaction between Stewart and Party C. Between January 4, 2018 and January 24, 2018, Mr. Apel had multiple additional telephone

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conversations with the chief executive officer of Party C or a representative of its financial advisor regarding a potential transaction between Stewart and Party C.

        On January 5, 2018, the Stewart board held a meeting, with members of Stewart management and representatives of Citi and Davis Polk present at the request of the Stewart board, to discuss the proposed transactions with each of Parties A, C and F and FNF, as well as the possibility of another acquisition opportunity of a potential strategic acquiror that we refer to as Party G in this document. At this meeting, the Stewart board discussed all of these alternatives in further detail. In particular, the Stewart board instructed representatives of Citi to further evaluate a warrant structure for a potential transaction involving Party C and instructed Davis Polk to prepare a term sheet for such proposal. The Stewart board agreed that it would not engage in further discussions with Party F unless Party F made a different proposal. The Stewart board also agreed to make a further revised offer to FNF that Stewart be acquired for $50.00 per share in cash, with all other terms of the transaction to be the same as those proposed by Stewart on December 26, including the proposed $65 million reverse termination fee. In addition, the Stewart board discussed with its advisors the merits and disadvantages of an acquisition of Party A, and ultimately concluded that there was no consensus on the board in favor of a transaction with Party A on the proposed terms.

        At the end of the January 5, 2018 meeting, the Stewart board members again discussed the possibility of retaining a second financial advisor and its potential benefits and drawbacks. The two directors who had expressed their disagreement regarding the projections for Party A at the December 23 meeting of the Stewart board relayed their dissatisfaction with the most recent financial analysis of a potential acquisition of Party A by Stewart prepared by Citi, in particular, projections for Party A and projections for Stewart and synergies projections for an acquisition of Party A by Stewart, approved by Stewart management for use by Citi in performing its financial analysis. Such directors were also of the opinion that (i) the projections approved by Stewart's management overly discounted the pro forma combined company projections (including with respect to the potential operational synergies of an acquisition by Stewart of Party A) and (ii) these perspectives did not properly account for the potential improved financial performance of the combined company that could be achieved by Stewart through the hiring of certain members of Party A's existing management team in connection with the potential acquisition of Party A. In response, a majority of the Stewart board expressed their satisfaction with the performance, including financial analyses and advice, to date of Citi as the company's financial advisor, including with respect to Citi's preliminary financial analysis of the potential acquisition of Party A, and also expressed their approval of the projections that had been approved by Stewart's management and provided to Citi to be used in connection with Citi's financial analysis of a potential acquisition of Party A. Against this backdrop, the Stewart board again considered the benefits of engaging a second financial advisor, as well as the drawbacks (including the incremental cost relative to any benefit of a second financial advisor and the possibility that retaining a second financial advisor may delay the process and put at risk the ongoing participation of all of the current counterparties to a potential transaction), the potential scope of a second financial advisor's engagement, the costs of retaining a second financial advisor and the timing for any potential engagement of a second financial advisor. After deliberation, the Stewart board determined to delay its decision of whether to engage a second financial advisor pending relevant further developments in the strategic alternatives review process, such as the emergence of a viable transaction alternative with Party A on proposed terms that could achieve consensus support among the members of the Stewart board.

        On January 5, 2018, at the direction of the Stewart board, a representative of Citi contacted Mr. Bickett by telephone to relay Stewart's revised proposal that had been discussed by the directors at the January 5, 2018 meeting of the Stewart board. Mr. Bickett indicated that FNF was not willing to accept Stewart's proposal because it was unwilling to agree to Stewart's request that FNF pay the reverse termination fee that Stewart had insisted upon as a condition to pursuing a transaction with FNF.

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        On January 8, 2018, the Stewart board held a meeting, with members of Stewart management and representatives of Citi and Davis Polk also present at the request of the Stewart board, to discuss the potential transactions with each of Party C and FNF. Representatives of Citi reviewed the terms of a potential warrant structure for a potential transaction with Party C, and the directors discussed several aspects of such potential structure and transaction, including the potential value of the warrants, the appropriate strike price and possible range for an exchange ratio collar. The Stewart board then instructed representatives of Citi to present the terms of the warrant structure to Party C, which terms were designed to provide Stewart shareholders with the ability to share in additional upside in the event Party C's stock price were to increase in value after consummation of the proposed transaction. The Stewart board considered whether it would be willing to proceed to enter into a transaction with FNF without the reverse termination fee previously proposed by Stewart, and concluded that it would not be willing to do so and therefore determined not to take any further action with respect to a transaction with FNF at such time.

        On January 8, 2018, at the direction of the Stewart board, a representative of Citi provided a term sheet to Party C's financial advisor setting forth the proposed terms of a potential transaction between Stewart and Party C involving a warrant structure, pursuant to which Stewart shareholders would receive $8.40 in cash, a number of shares of the common stock of Party C equal to $33.60, subject to upward or downward adjustment of up to 7.5% based on the trading price of Party C's common stock at closing, and a warrant exercisable for a specified number of shares of Party C's common stock with a value of $3.00 (based on Black-Scholes valuation methodology) as of signing.

        On January 9, 2018, at the direction of the Stewart board, a representative of Citi contacted a representative of Party C's financial advisor to discuss the terms of the term sheet.

        On January 19, 2018, the Stewart board held its regular meeting, with members of Stewart management also present at the request of the Stewart board. The directors discussed the strategic alternatives process, including the potential warrant structure to be entered into in connection with a potential transaction between Stewart and Party C. At the request of the directors as part of the Stewart Board's ongoing evaluation of Stewart's business, Mr. Hisey presented Stewart's 2018 forecast and budget, including an alternative growth plan setting forth management's ideas for delivering potential improved financial performance as compared with Stewart's base case management forecasts.

        On January 23, 2018, Mr. Morris and Mr. Apel met with representatives of Party F in New York City to discuss a potential transaction between Stewart and Party F, and on January 26, 2018, Mr. Morris had a telephone conversation with representatives of Party F to discuss such transaction.

        On January 26, 2018, Mr. Apel had a telephone conversation with the chief executive officer of Party C, who indicating that while Party C was not interested in Stewart's earlier proposal for a transaction involving warrants, Party C was willing to raise its offer, with the consideration of its revised offer to be valued in a range of $42.00 to $44.00 per share, with the final value to be determined following additional diligence by Party C and its final analysis of potential synergies.

        On January 29, 2018, the Stewart board held a meeting, with members of Stewart management and representatives of Citi and Davis Polk also present at the request of the Stewart board, to discuss potential transactions with each of Party C and FNF. The Stewart board discussed a request received from Party C to enter into an exclusivity period during which Party C would conduct additional diligence and Stewart would not be permitted to engage in discussions with other potential transaction parties, and the board concluded that it believed that Party C had sufficient access to confidential information to enable it to continue pursuing a potential transaction with Stewart without an exclusivity period. In addition, representatives of Citi advised the Stewart board that Party C expressed that it was not willing to consider the potential warrant structure in light of its complexity and that FNF expressed that it remained interested in a potential acquisition of Stewart, but FNF also expressed that it remained unwilling to consider a regulatory reverse termination fee along the lines proposed by

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Stewart. After further discussions, the Stewart board directed management and its financial and legal advisors to proceed with diligence with Party C in an effort to secure a higher offer price and also directed Messrs. Apel and Press to pursue the possibility of an in-person meeting with FNF to discuss further Stewart's position on the importance of a substantial reverse termination fee with no regulatory exclusions. The Stewart board also discussed the Schedule 13D filed with the SEC by Starboard on January 26, 2018 pursuant to which Starboard nominated three director candidates for election to the Stewart board at Stewart's 2018 annual meeting of shareholders and that Party C had expressed concern regarding this development and that it would require certainty as to Starboard's support for a transaction with Party C before Party C would be willing to proceed with a business combination transaction with Stewart. In light of this development and the Stewart board's view that a concurrent proxy contest was likely to substantially complicate any negotiations with other third parties, the Stewart board affirmed its desire to proceed expeditiously with the strategic alternatives process in order to conclude the process in advance of the timeline of any potential proxy solicitation pursued by Starboard in connection with electing such nominees at the annual meeting.

        On January 29, 2018, Mr. Clifford Press and representatives of Citi contacted Mr. Bickett regarding FNF's continued interest in a potential transaction with Stewart.

        Between January 30, 2018 and February 12, 2018, one or more of Messrs. Apel and Press had several discussions with the chief executive officer of Party C and certain other members of Party C's management to discuss the impact of the Schedule 13D filed by Starboard on January 26 and the likelihood of Starboard voting in favor of a transaction between Stewart and Party C on the terms proposed by Party C.

        On February 12, 2018, Mr. Press and a representative of Citi met with William Foley, Chairman of the FNF board, and Mr. Bickett in Las Vegas, Nevada to discuss FNF's interest in reengaging in discussions relating to a potential transaction between Stewart and FNF. Mr. Press relayed that a condition of Stewart's reengagement with FNF would be that FNF accept Stewart's proposal that FNF agree to pay a substantial reverse termination fee payable in the event that the proposed transaction between Stewart and FNF does not receive all necessary regulatory approvals, including those of state and federal regulators. Mr. Foley communicated that FNF would be interested in pursuing a transaction with Stewart at the same $50 per share maximum value that had previously been proposed and would now be willing to consider a reverse termination fee along the lines required by Stewart, but that, related in part to the impact of the proposal on FNF's pro forma capitalization, FNF would now require that 40% of the purchase price be paid in shares of FNF common stock and 60% of the purchase price be paid in cash.

        On February 16 and 17, 2018, Mr. Press and Mr. Bickett exchanged several telephone calls to further discuss FNF's proposed terms of a potential transaction between Stewart and FNF. Mr. Press requested that FNF submit a written summary of FNF's proposed terms of a potential transaction for consideration by the Stewart board.

        On February 16, 2018, Mr. Apel had a call with the chief executive officer of Party C to discuss the proposed transaction between Stewart and Party C. The chief executive officer of Party C communicated that Party C would be lowering its previous offer price range of $42.00 to $44.00 per share of Stewart common stock in light of market conditions and the Schedule 13D filed by Starboard, and that it would be sending a written proposal containing the terms of its revised offer.

        On February 19, 2018, representatives of Citi received a letter from Party C proposing that Party C acquire Stewart for consideration valued between $40.00 and $42.00 per Stewart share, with the cash portion of the consideration to be $8.00 per Stewart share and the remaining portion of the consideration to be paid in shares of Party C common stock. Party C's proposal did not include the potential for Stewart stockholders to receive any additional value in the form of a warrant. The letter proposed a timeline of four to six weeks for completing due diligence and finalizing a transaction

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agreement and also proposed that Stewart enter into a 40-day exclusivity period with an automatic extension for an additional 90-day period in the event that Party C was still pursuing a transaction with Stewart as of the expiration date of such initial 40-day exclusivity period.

        On February 20, 2018, representatives of Stewart engaged in negotiations with a private equity firm that had expressed interest in a potential transaction with Stewart, referred to herein as Party H. Stewart and Party H negotiated with respect to the terms of a mutual confidentiality agreement but did not execute an agreement.

        On February 21, 2018, the Stewart board held a meeting, with members of Stewart management and representatives of Citi and Davis Polk also present at the request of the Stewart board, to discuss the proposed transactions with each of Party C and FNF. The Stewart board discussed the letter received from Party C on February 19 and determined that the terms proposed in such letter, including, in particular, Party C's offer price and the timeline proposed by Party C for finalizing transaction terms and due diligence with respect to a potential transaction, were unsatisfactory. The Stewart board also discussed the desirability of setting a firm cut-off date for receipt of Party C's best and final offer in order to have a basis for comparing the offers presented by each of Party C and FNF. The Stewart board directed representatives of Citi to contact the financial advisors of Party C to request that Party C submit its best and final offer. The Stewart board discussed potential regulatory risks of entering into a potential transaction with FNF as well as the risk of attrition of key employees, and the directors agreed that Stewart would require the creation of a substantial retention program in order to limit the risk to Stewart of such attrition in the event that Stewart were to announce a transaction with FNF and/or any transaction with FNF were to fail to close for any reason. The directors requested that each of Messrs. Morris and Killea conduct a subjective review of key employees and attempt to quantify the possible attrition and revenue risk that a transaction with FNF might precipitate in the event that such transaction is entered into, particularly if the transaction thereafter does not close.

        On February 25, 2018, Mr. Bickett submitted to a representative of Citi a summary of proposed key terms upon which FNF was prepared to enter into a transaction with Stewart. FNF proposed, among other things, that (i) the proposed merger consideration would be paid 50% in cash and 50% in shares of FNF common stock, (ii) Stewart stockholders would have the ability to elect to receive merger consideration in all cash, all stock or a mix of cash and stock, subject to customary pro-ration to the extent that the cash option or the stock option is oversubscribed, (iii) FNF would be required to pay a reverse termination fee of $50 million in the event that the proposed transaction between Stewart and FNF is not consummated due to the failure to receive all applicable antitrust or insurance regulatory approvals, (iv) Stewart would be permitted to develop a retention plan of $5 million designed to retain Stewart's top business producers and other key personnel and (v) Stewart agree on an operating committee of Stewart to be formed upon entering into a transaction agreement that would be responsible for overseeing and managing Stewart during the interim period between signing and closing. In addition, the summary of proposed key terms submitted by FNF indicated that, with respect to the stock portion of the merger consideration, FNF would be willing either to pay a fixed exchange ratio based on the trading price of FNF common stock calculated using FNF's 20-day VWAP prior to the date that the merger agreement was signed, or a fixed price based on the trading price of FNF common stock calculated using FNF's 20-day VWAP prior closing, subject to a 7% collar.

        On February 28, 2018, at the direction of Stewart management, Davis Polk submitted a revised draft of the merger agreement to Weil.

        On March 1, 2018, the Stewart board held a meeting, with members of Stewart management and representatives of Citi, Davis Polk and Locke Lord LLP, which we refer to in this document as Locke Lord, special insurance regulatory counsel to Stewart, also present at the request of the Stewart board, to discuss next steps to be taken with respect to the strategic alternatives process. The directors discussed several issues regarding concluding the strategic alternatives process, including the timeline for responding to potential shareholder reactions as well as the regulatory review process required to

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complete a transaction. A representative of Locke Lord reviewed the process and timeline for obtaining the approvals of state insurance regulatory agencies that would be required in connection with a transaction between Stewart and FNF and reviewed potential risks relating to securing applicable state approvals. At the invitation of the Stewart board, the president and chief executive officer and the chief financial officer of Party C entered the meeting and relayed their view that a business combination of Stewart and Party C would be beneficial to both parties. The Stewart board discussed the due diligence process and potential synergies with the executives of Party C. The Stewart directors asked whether Party C would be making a firm offer and whether Party C expected to be able to increase its offer price after completing due diligence and determining the synergies anticipated in connection with a combination of Stewart and Party C. Members of the Stewart board relayed to Party C the need for Party C to submit an improved offer and requested that Party C expeditiously complete its remaining due diligence, after which the Party C executives exited the meeting. A representative of Davis Polk then reviewed the process and timeline for obtaining the approval of the Federal Trade Commission in connection with a transaction between Stewart and FNF and potential issues relating thereto. The Stewart board discussed other aspects of the proposed transaction between Stewart and FNF, including the reverse termination fee proposed by FNF and the circumstances in which it would be payable, the potential for revenue losses in the event the transaction is not approved and the potential synergies anticipated in connection with the transaction. A representative of Citi discussed the likely timeline for the relevant parties to complete due diligence in connection with a proposed transaction between Stewart and FNF, as communicated to representatives of Citi by such parties. Representatives of Citi also reviewed a summary of the key terms of FNF's proposal. The directors discussed the various strategic alternatives considered by Stewart during the strategic alternatives process and discussed that, in light of Party C's unwillingness to increase its offer price and the fact that it was unlikely that any other alternative transaction opportunities with other counterparties considered by Stewart during the strategic alternatives process were likely to provide superior value to Stewart stockholders, the two options available to Stewart were to proceed as a standalone company in accordance with management's existing standalone business plan or to pursue a transaction with FNF. The directors discussed that more information regarding management's alternative growth plan was desired before making a final decision, and considered how to respond to FNF regarding whether Stewart was willing to move forward with a transaction between Stewart and FNF. A representative of Davis Polk reviewed with the Stewart board its fiduciary duties in connection with its consideration of strategic alternatives. After the discussion, a motion was made and seconded that the Stewart board proceed to reach an agreement with FNF with respect to a proposed merger, subject to the acceptable resolution of certain open issues, including the size and terms of the previously discussed employee retention plan, the formation of an operating committee to oversee the transaction process through closing (which had been proposed by FNF in its February 25, 2018 proposal) and the scope of damages that Stewart would be entitled to recover from FNF in the event that FNF willfully breaches its obligation to use reasonable best efforts to secure the regulatory approvals required in connection with the transaction. The resolution to proceed to reach an agreement with FNF with respect to a proposed merger was adopted with six directors voting in favor, two directors against and one director abstaining from the vote. The two directors who voted against the resolution, Mr. Morris and Mr. Robert Clarke, did so because they were concerned about the potential impact on Stewart and its business from announcing a transaction with FNF if there was any possibility that the transaction did not thereafter close in light of the critical importance of Stewart's highest revenue-producing employees to the company and its future prospects and the potential for any adverse reaction that those producers may have to a proposed transaction. The director who abstained on the proposed resolution, Mr. Ajdler, did so because he felt that the resolution was premature and that more information was needed before he felt that he was in a position to approve the proposed resolution. The directors then discussed that they would reconsider the proposed merger agreement for final approval by the Stewart board once such open issues had been resolved, including, in particular, agreement upon the size and other proposed terms of a

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retention plan to be implemented for the purposes of ensuring the continued employment of Stewart's top revenue-producing employees.

        On March 2, 2018, Mr. Bickett sent Mr. Press an email confirming that FNF had scheduled a meeting of the FNF board for March 6, 2018 for the purpose of, among other things, approving the terms of the proposed transaction between Stewart and FNF that were detailed in the summary of terms submitted by Mr. Bickett on February 25, 2018.

        On March 2, 2018, Mr. Morris and Mr. Apel called the chief executive officer of Party C to relay that Stewart was considering entering into a transaction with another party that had submitted a higher offer price than the price offered by Party C, and to discuss whether Party C would be willing to increase its price in light of such offer. In particular, Mr. Apel expressed that the Stewart board would likely be willing to further consider a transaction with Party C that provided at least $44.00 per share of Stewart common stock. Later on March 2, 2018, the chief executive officer of Party C called Mr. Apel to indicate that Party C's management had determined that Party C would not be willing to further increase its offer price and representatives of Party C's financial advisor separately communicated to representatives of Citi that Party C would be withdrawing from the transaction process.

        On March 5, 2018, the FNF board of directors held a telephonic meeting to approve the terms of the proposed transaction between Stewart and FNF as were outlined in the summary of terms submitted by Mr. Bickett to representatives of Citi on February 25, 2018 and authorized management to negotiate and execute definitive documents related to the proposed transaction.

        On March 8, 2018, the Stewart board held its regular board meeting, with members of Stewart management present at the request of the Stewart board. Mr. Killea notified the directors that members of Stewart management planned to meet with FNF management the following week to discuss open issues in connection with a transaction between Stewart and FNF. The directors then discussed the proposed terms of an employee retention program and the formation of an operating committee for the purposes of overseeing the transaction process through closing. At the directors' request as part of the Stewart board's ongoing evaluation of Stewart's business, Messrs. Morris and Hisey then presented management's alternative growth plan for Stewart that had previously been presented at the January 19, 2018 board meeting, which set forth management's ideas for delivering potential improved financial performance as compared with Stewart's base case management forecasts, including certain potential accretive acquisitions, cost reduction initiatives and other potential new revenue opportunities. The Stewart board discussed the likelihood that the various ideas set forth in management's alternative growth plan could be successfully executed, and concluded that the improved financial performance contemplated in the alternative growth plan should such ideas be successfully executed was unlikely to be realized in light of Stewart's historical performance and the fact that achieving such future performance would depend on Stewart executing on certain business opportunities, including certain potential acquisitions, that would inherently depend on favorable future market conditions. Taking into consideration Stewart's historical performance, the directors discussed the execution risk of the potential ideas set forth in management's alternative growth plan for Stewart in relation to the risk that a transaction entered into with FNF may not be consummated, and the directors also concluded that they should significantly discount the projected financial performance that could result from the successful execution of the various ideas contemplated by management's growth plan.

        On March 8, 2018, Weil submitted a revised draft of the merger agreement to Davis Polk.

        On March 12 and 13, 2018, Messrs. Apel, Press, Killea, Hisey and certain other members of Stewart management, Mr. Press, Mr. Glenn Christenson and representatives of Citi met with Messrs. Quirk and Bickett and certain other members of FNF management in Las Vegas, Nevada, with Mr. Morris and representatives of Davis Polk participating in a portion of such meeting by telephone on March 12. On this call, members of Stewart and FNF managements reviewed the respective recent

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financial performances of Stewart and FNF and discussed the status of due diligence to be completed by Stewart and FNF in connection with the proposed strategic transaction. The participants also discussed remaining open issues with respect to the merger agreement.

        Between March 13 and 16, 2018 Davis Polk and Weil exchanged drafts of the merger agreement and discussed various open points, and each of Davis Polk and Weil discussed these various open points with Stewart and FNF, respectively.

        On March 16, 2018, the Stewart board held a meeting, with members of Stewart management and representatives of Citi and Davis Polk present at the request of the Stewart board. Mr. Apel summarized the history of the Board's review of strategic alternatives beginning in 2017 and the various opportunities that had been considered and expressed his view that entering into the merger agreement with FNF constituted the strategic opportunity that offered the maximum value for Stewart stockholders among all available alternatives, including remaining as a standalone entity. The directors discussed the strategic alternatives available to Stewart, including a potential transaction between Stewart and FNF and the possibility of Stewart continuing to pursue its current operating plan as a standalone entity and announcing the conclusion of the strategic alternatives process without entering into a strategic transaction. In this respect, the directors also discussed the potential that one or more of Stewart's stockholders may undertake a proxy contest upon a determination by Stewart not to pursue a strategic transaction, which bears on the assessment of the value of the standalone alternative. A representative of Davis Polk reviewed with the Stewart board its fiduciary duties in connection with its consideration and approval of the proposed transaction. Representatives of Citi reviewed with the Stewart board Citi's financial analyses of the proposed transaction, after which the Stewart board discussed the analyses. The representatives of Citi then provided the Stewart board with Citi's oral opinion (which was subsequently confirmed in writing) to the effect that, as of March 16, 2018, and based on and subject to the factors, procedures, limitations and qualifications set forth in its opinion, the merger consideration in the proposed transaction was fair, from a financial point of view, to the stockholders of Stewart (other than Stewart, its subsidiaries, FNF or the Merger Subs (in their capacity as stockholders) and the holders of shares in respect of which appraisal rights have been properly exercised and perfected under Delaware law), and a representative of Davis Polk confirmed to the Stewart board that representatives of Citi had provided Stewart with a letter containing certain disclosures in support of the statement set forth in Citi's opinion that in the two years preceding the date of its opinion, Citi and its affiliates have not provided investment banking, financing or other related services to FNF for which Citi received compensation. Representatives of Davis Polk then reviewed with the Stewart board the material terms of the merger agreement. The directors discussed the formation of a committee consisting of members of the Stewart board to oversee certain actions to be taken by Stewart in connection with completing the merger and agreed upon the composition of such committee. Following a discussion regarding the merger agreement, and after taking into consideration the factors described in the sections entitled "The Mergers—Recommendation of Stewart's Board and Reasons for the Mergers" and "The Mergers—Stewart Financial Projections," a motion was made to adopt resolutions determining (i) the mergers to be fair and in the best interests of the stockholders and (ii) to enter into the merger agreement and to consummate the mergers and the other transactions contemplated by the merger agreement. The Stewart board proceeded with a vote on the resolutions, with eight of the nine directors voting in favor of the resolutions. Mr. Apel then called a break in the meeting followed by an executive session during which the director who had not yet voted on the resolutions, Mr. Morris, sought advice from other directors and a member of management in relation to the fact that he was considering abstaining from voting on the resolutions to approve the transaction because of concerns regarding the impact that a vote by him in favor of the transaction would have on the retention and morale of Stewart's employees. At the conclusion of the executive session, the meeting reconvened and Mr. Morris voted in favor of the resolutions.

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        Following the meetings of the Stewart board, representatives of Stewart, FNF, Davis Polk and Weil participated in calls relating to the merger agreement and other related documents and exchanged further revised drafts of the merger agreement. The merger agreement was executed and delivered, as of March 18, 2018, by Stewart, FNF, Merger Sub I and Merger Sub II. Early in the morning of March 19, 2018, prior to the commencement of trading on the New York Stock Exchange, Stewart and FNF each issued a press release announcing the transaction.

Recommendation of Stewart's Board and Reasons for the Mergers

        The Stewart board unanimously recommends that the Stewart stockholders vote "FOR" the merger agreement proposal.

        The Stewart board, with the advice and assistance of its financial and legal advisors, negotiated, evaluated, and, at a meeting held on March 16, 2018, unanimously approved the merger agreement, the mergers and the other transactions contemplated by the merger agreement.

        In reaching its decision to approve the merger agreement, the mergers and the other transactions contemplated by the merger agreement and to recommend that the Stewart stockholders vote to adopt the merger agreement proposal, the Stewart board consulted extensively with its financial and legal advisors and Stewart's management, and considered other potential strategic alternatives. After such discussions and considering such alternatives, the Stewart board unanimously determined the proposed mergers to be fair to, and in the best interests of, Stewart and its stockholders.

        The Stewart board's decision to approve the merger agreement, the mergers and the other transactions contemplated thereby took into consideration a number of factors, including the following:

•

The Stewart board's review of Stewart's business, current and projected financial conditions, current earnings and earnings prospects;



•

The complementary nature of Stewart's and FNF's respective business and operations;



•

The Stewart board's belief that the merger consideration exceeds Stewart's likely value as a standalone company, including its potential for future growth, which belief was based on and informed by consideration of a number of factors, risks and uncertainties, including:



•

The inherent uncertainty of attaining management's internal financial projections, including those set forth below under "—Stewart Financial Projections", including that Stewart's actual financial results in future periods could be materially less than the projected results; and



•

The Stewart board's extensive consideration of other strategic alternatives available to Stewart for the last several years, including remaining independent and certain acquisition and merger transactions, based upon, among other things, the Stewart board's knowledge of (i) developments in the title insurance industry, including the industry's current and expected competitive, pricing and regulatory environment, (ii) Stewart's business, financial condition and results of operations, from both a historical and a prospective perspective, and (iii) the risk adjusted probabilities associated with achieving Stewart's long-term strategic plans as a standalone company as compared to the certainty of value and opportunity afforded to Stewart stockholders by the way of a combination with FNF;



•

The aggregate value and composition of the consideration to be received by Stewart stockholders in the mergers, including the right for Stewart stockholders to elect to receive, for each share of Stewart common stock held, either $50.00 in cash, 1.2850 shares of FNF common stock or $25.00 in cash and 0.6425 shares of FNF common stock (subject to the adjustment and proration procedures described in further detail in the sections entitled "The Merger Agreement—Merger Consideration", "The Mergers—Procedures for Election—Adjustment Procedures" and "The Mergers—Procedures for Election—Proration Procedures"), which, based on the closing price of

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Stewart common stock and FNF common stock on March 15, 2018, represented a premium of approximately:

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30.4% over the closing price per share of Stewart common stock on November 3, 2017 (the last trading day before the date on which Stewart announced that the Stewart board formed a committee to investigate potential strategic alternatives involving Stewart);



•

23.6% over the closing price per share of Stewart common stock on March 15, 2018;



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22.1% over the 20-Day VWAP of Stewart common stock for the period ended on March 15, 2018;



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15.9% over the 3-Month VWAP of Stewart common stock for the period ended March 15, 2018; and



•

3.6% over the intraday high price per share of Stewart common stock for the one year period ended April 26, 2017;



•

The fact that Stewart stockholders would have the right to elect to receive the merger consideration in cash, FNF stock or a combination of both, subject to proration;



•

The Stewart board's belief that the FNF common stock represented an attractive form of consideration for Stewart stockholders, both because of its expectation that Stewart stockholders would benefit from holding such consideration and benefiting from the strategic value of the combination over the longer term;



•

The fact that, since May 2017, Stewart and Citi and/or Stewart's management communicated with approximately 15 potential counterparties regarding a strategic transaction with Stewart as part of a robust and public effort to explore potential strategic alternatives;



•

The fact that on November 6, 2017, the Stewart board had publicly indicated in a press release that Stewart had formed a Strategic Alternatives Committee to investigate strategic alternatives involving Stewart including potential business combinations, the potential sale of Stewart and the continued execution of Stewart's standalone plan and the Stewart board did not identify any other actionable proposals that would have provided a premium value to Stewart stockholders in excess of the premium offered by FNF pursuant to the mergers, as described under "—Background of the Mergers";



•

The fact that Stewart did not negotiate exclusively with FNF at any time;



•

The fact that the Stewart board reviewed and considered, with the assistance of Stewart's management and Stewart's financial and legal advisors, possible alternatives to the mergers (including continuing to pursue Stewart's current stand-alone business plan and pursuing other potential strategic alternatives) and the perceived risks and benefits of any such alternatives, including the timing and likelihood of consummating any such alternatives, and that based on such review, the Stewart board determined that such alternatives were likely to be less favorable than the proposed transaction with FNF and that a merger with FNF would yield greater benefits for Stewart and its stockholders;



•

The opinion of Citi that, as of March 18, 2018 and based on the matters considered, Citi's experience as investment bankers, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the merger consideration was fair, from a financial point of view, to the holders of Stewart common stock, described under "—Opinion of Citi";



•

The Stewart board's belief that the termination fee and other limitations applicable to alternative acquisition proposals agreed to in the merger agreement were reasonable and

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customary and would not preclude a serious and financially capable potential acquirer from submitting a proposal to acquire Stewart following the announcement of the mergers;

•

The fact that Stewart's legal and financial advisors were involved throughout the process and negotiations and updated the Stewart board directly and regularly, which provided the Stewart board with additional perspectives on the negotiations in addition to those of Stewart's management;



•

The fact that FNF, Merger Sub I and Merger Sub II committed to use their reasonable best efforts (subject to the limitations on such efforts described under "The Merger Agreement—Efforts to Complete the Mergers") to obtain applicable regulatory approvals, which the Stewart board believed increased the likelihood that the mergers would be completed;



•

The fact that, consistent with the expected qualifications of the mergers as a "reorganization" within the meaning of Section 368(a) of the Code, Stewart's stockholders generally will not recognize any gain or loss upon the receipt of any FNF common stock that they will receive as part of the merger consideration;



•

The Stewart board's review of the structure of the mergers and the financial and other terms of the merger agreement, including, among others, the following specific terms of the merger agreement:



•

The limited and otherwise customary conditions to the parties' obligations to complete the mergers;



•

The ability of the Stewart board, subject to certain conditions, to provide information to and engage in discussions or negotiations with a third party that makes an unsolicited acquisition proposal if the Stewart board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such acquisition proposal constitutes or could reasonably be expected to result in a superior proposal;



•

The fact that if the merger agreement is terminated due to certain antitrust regulatory or regulatory approvals not being received, FNF will be obligated to pay a reverse termination fee of $50 million to Stewart, as described under "The Merger Agreement—Expenses and Termination Fees; Liability for Breach";



•

The ability of the Stewart board, subject to certain conditions, to change its recommendation that Stewart stockholders approve and adopt the merger agreement and, in addition, to terminate the merger agreement in order to enter into an alternative acquisition agreement with respect to a superior proposal if the Stewart board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be expected to violate the directors' fiduciary duties;



•

The ability of Stewart to specifically enforce FNF's, Merger Sub I's and Merger Sub II's obligations under the merger agreement, including their obligations to consummate the mergers;



•

The customary nature of the representations, warranties and covenants of Stewart in the merger agreement; and



•

The fact that the financial and other terms and conditions of the merger agreement minimize, to the extent reasonably practical, the risk that a condition to closing would not be satisfied and also provide reasonable flexibility to operate Stewart's business during the pendency of the mergers.

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        In the course of its deliberations, the Stewart board, in consultation with Stewart's management and Stewart's outside legal and financial advisors, also considered a variety of risks and other potentially negative factors relating to the merger, including the following:

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The covenant in the merger agreement prohibiting Stewart from soliciting other potential acquisition proposals, and restricting its ability to entertain other potential acquisition proposals unless certain conditions are satisfied, although the Stewart board believes this would not preclude a potential acquirer from submitting a proposal to acquire Stewart;



•

The fact that Stewart would be obligated to pay a termination fee of $33 million under certain circumstances, including the potential impact of such termination fee on the willingness of other potential acquirers to propose alternative transactions, although the Stewart board believed that the termination fee was reasonable and customary and would not preclude a serious and financially capable potential acquirer from submitting a proposal to acquire Stewart following the announcement of the merger;



•

The fact that if the mergers are not consummated, Stewart will be required to pay its own expenses associated with the merger agreement;



•

The fact that FNF's, Merger Sub I's and Merger Sub II's respective obligations to consummate the mergers is subject to conditions, and the possibility that such conditions may not be satisfied, including as a result of events outside of Stewart's control, and the fact that, if the mergers are not consummated:



•

Stewart's directors, officers and other employees will have expended extensive time and effort and will have experienced significant distractions from their work during the pendency of the transaction, and Stewart will have incurred significant transaction costs attempting to consummate the transaction;



•

The market's perception of Stewart's continuing business could potentially result in a loss of customers, vendors, business partners, collaboration partners and employees;



•

The trading price of the Stewart common stock could be adversely affected;



•

The potential negative effect of the pendency of the mergers on Stewart's business and relationships with customers, vendors, business partners, collaboration partners and employees, including the risk that certain key members of Stewart's management might choose not to remain employed with Stewart prior to the completion of the merger, regardless of whether or not the mergers are completed;



•

The fact that Stewart is restricted from soliciting and/or negotiating with third parties regarding an alternative acquisition proposal, although, subject to certain conditions, Stewart may engage or participate in discussions or negotiations with a third party following the receipt of an unsolicited acquisition proposal if the Stewart board determines that the third party's alternative acquisition proposal constitutes or would reasonable be expected to result in a superior proposal;



•

The fact that under the terms of the merger agreement, Stewart has agreed that it will carry on its business in the ordinary course and, subject to specified exceptions, that Stewart will not take a number of actions related to the conduct of its business without FNF's prior written consent, and the possibility these terms may limit the ability of Stewart to pursue business opportunities that it would otherwise pursue;



•

The fact that, even if the mergers qualify as a "reorganization" within the meaning of Section 368(a) of the Code, Stewart's stockholders will, for U.S. federal income tax purposes, recognize taxable gain, if any, on the amount of any cash consideration they will receive as part of the merger consideration;

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•

The fact that Stewart's directors and executive officers may receive certain benefits that are different from, and in addition to, those of Stewart's other stockholders, as described in the section entitled "—Interests of Certain Stewart Persons in the Mergers"; and



•

The fact that Stewart has incurred and will continue to incur significant transaction costs and expenses in connection with the proposed transaction, regardless of whether the mergers are consummated.

        The Stewart board considered all of these factors as a whole and unanimously concluded that they supported a determination that the proposed mergers were advisable and in the best interests of Stewart and its stockholders, and that the potentially positive factors relating to the merger agreement and the mergers substantially outweighed the potentially negative factors. The foregoing discussion of the information and factors considered by the Stewart board is not exhaustive. In view of the wide variety of factors considered by the Stewart board in connection with its evaluation of the mergers and the complexity of these matters, the Stewart board did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. In considering the factors described above and any other factors, individual members of the Stewart board may have viewed factors differently or given different weight or merit to different factors.

        The foregoing discussion of the information and factors considered by the Stewart board is forward-looking in nature. This information should be read in light of the factors described in the section entitled "Cautionary Statement Regarding Forward-Looking Statements".

Opinion of Citi

        On March 16, 2018, Citi rendered its oral opinion to the Stewart board, which was confirmed by delivery of a written opinion dated March 18, 2018, to the effect that, as of such date and based upon and subject to the factors, assumptions, procedures, limitations and qualifications set forth in the opinion, the merger consideration was fair, from a financial point of view, to Stewart stockholders (other than holders of shares of Stewart common stock owned by Stewart, its subsidiaries, FNF or the Merger Subs and shares in respect of which appraisal rights have been properly exercised and perfected under Delaware law).

        The full text of Citi's opinion, dated March 18, 2018, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications on the scope of review undertaken by Citi in rendering its opinion, is attached to this proxy statement/prospectus as Annex B and is incorporated into this proxy statement/prospectus by reference in its entirety. The summary of Citi's opinion set forth below is qualified in its entirety by reference to the full text of the opinion. We encourage you to read the opinion carefully and in its entirety. Citi's opinion, the issuance of which was authorized by Citi's fairness opinion committee, was provided to the Stewart board in connection with its evaluation of the mergers and was limited to the fairness, from a financial point of view, as of the date of Citi's opinion, to the Stewart stockholders (other than holders of shares of Stewart common stock owned by Stewart, its subsidiaries, FNF or the Merger Subs and shares in respect of which appraisal rights have been properly exercised and perfected under Delaware law) of the merger consideration to be received by such holders under the merger agreement. Citi's opinion does not address any other aspect or implication of the mergers or any agreement, arrangement or understanding entered into in connection therewith or otherwise including, without limitation, the fairness of any consideration that may be received in the mergers by holders of shares of Stewart common stock owned by Stewart, its subsidiaries, FNF or the Merger Subs and shares in respect of which appraisal rights have been properly exercised and perfected under Delaware law, from a financial point of view, to such holders. Citi's opinion does not address the underlying business decision of Stewart to effect the mergers, the relative merits of the mergers as compared to any

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alternative business strategies that might exist for Stewart or the effect of any other transaction in which Stewart might engage. Citi's opinion is not intended to be and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matters relating to the mergers, including whether such stockholder should elect to receive the cash election consideration, the stock election consideration and/or the mixed election consideration. The following is a summary of Citi's opinion.

        In arriving at its opinion, Citi, among other things:

•

reviewed the merger agreement;



•

held discussions with certain senior officers, directors and other representatives and advisors of Stewart concerning the businesses, operations and prospects of Stewart and FNF;



•

held discussions with certain senior officers and other representatives and advisors of FNF concerning the businesses, operations and prospects of FNF;



•

examined certain publicly available business and financial information relating to Stewart and FNF as well as certain financial forecasts and other information and data relating to Stewart and FNF which were provided to Citi by the management of Stewart, including financial forecasts relating to Stewart prepared and provided to Citi by the management of Stewart (which are referred to as the "Stewart Forecasts") and financial forecasts relating to FNF prepared and provided to Citi by the management of FNF;



•

reviewed the financial terms of the mergers as set forth in the merger agreement in relation to, among other things:



•

current and historical market prices and trading volumes of Stewart common stock and FNF common stock; and



•

the historical and projected earnings and other operating data of Stewart and FNF;



•

considered, to the extent publicly available, certain financial, stock market and other publicly available information relating to the businesses of other companies whose operations Citi considered relevant in evaluating those of Stewart; and



•

conducted such other analyses and examinations and considered such other information and financial, economic and market criteria as Citi deemed appropriate in arriving at its opinion.

        In rendering its opinion, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi and upon the assurances of the management of Stewart that they were not aware of any relevant information that was omitted or that remained undisclosed to Citi. In addition, Citi was advised by the management of Stewart, and Citi has assumed, that the Stewart Forecasts were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Stewart as to the future financial performance of Stewart. At the direction of Stewart, Citi also assumed that the Stewart Forecasts provided a reasonable basis on which to evaluate Stewart and the proposed mergers and Citi used and relied upon the Stewart Forecasts for the purposes of its analysis and opinion.

        Citi also assumed, with the consent of the Stewart board, that the mergers will be consummated in accordance with their terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the mergers, no delay, limitation, restriction or condition will be imposed that would have a material adverse effect on Stewart, FNF or the contemplated benefits of the mergers, other than that the per share cash reduction amount may be an amount up to or equal to

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$4.50. Citi also assumed, with the consent of the Stewart board, that the mergers will be treated as a tax-free reorganization for federal income tax purposes.

        Citi did not express any opinion as to what the value of FNF common stock actually will be when issued pursuant to the mergers or the price at which shares of FNF common stock will trade at any time. Citi did not make, and it was not provided with, an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Stewart or FNF and Citi did not make any physical inspection of the properties or assets of Stewart or FNF. Citi did not express any opinion or view in respect of Stewart or FNF as to the adequacy or sufficiency of reserves for losses and loss adjustment expenses or other matters and it assumed that each of Stewart and FNF had, and that FNF will have, pro forma for the mergers, appropriate reserves to cover such losses. In connection with its engagement and at the direction of Stewart, Citi was requested to approach, and it held discussions with, selected third parties to solicit indications of interest in the possible acquisition of Stewart. Citi also expressed no view as to, and Citi's opinion did not address, the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation to any officers, directors or employees of any parties to the mergers, or any class of such persons, relative to the merger consideration or otherwise. Except as otherwise noted, Citi's opinion was necessarily based upon information available to it and financial, stock market and other conditions and circumstances existing, as of March 18, 2018. Citi has not undertaken and is under no obligation to update, revise or reaffirm its opinion. The issuance of Citi's opinion was authorized by Citi's fairness opinion committee.

Summary of Financial Analyses

        The following is a summary of the material financial analyses delivered by Citi to the Stewart board in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the financial analyses performed by Citi, nor does the order of analyses described represent relative importance or weight given to those analyses by Citi. The following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before March 15, 2018, and is not necessarily indicative of current market conditions.

        The preparation of financial opinions is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, financial opinions are not readily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth below, without considering the analyses as a whole, could create an incomplete view of the processes underlying Citi's opinion. In arriving at its fairness determination, Citi considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis it considered. Rather, Citi made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company used in the below analyses as a comparison is directly comparable to Stewart.

        Citi prepared these analyses for purposes of providing its opinion to the Stewart board as to the fairness, from a financial point of view, to the Stewart stockholders (other than holders of shares of Stewart common stock owned by Stewart, its subsidiaries, FNF or the Merger Subs and shares in respect of which appraisal rights have been properly exercised and perfected under Delaware law), as of the date of the opinion, of the merger consideration to be received by such holders pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Stewart, FNF, Citi or any other person assumes responsibility if future results are materially different from those forecast.

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        Citi was not requested to, and it did not, recommended any specific amount or type of consideration to Stewart or the Stewart board or that any specific amount or type of consideration constituted the only appropriate consideration for the mergers. The merger consideration was determined through arm's-length negotiations between Stewart and FNF and the decision to enter into the merger agreement was solely that of the Stewart board. Citi's opinion was one of many factors considered by the Stewart board in its evaluation of the proposed mergers and should not be viewed as determinative of the views of the Stewart board or the management of Stewart with respect to the mergers or the merger consideration.

        This summary does not purport to be a complete description of the analyses performed by Citi in connection with its fairness opinion and is qualified in its entirety by reference to Citi's written opinion attached as Annex B.

Selected Public Companies Analysis

        Citi reviewed and compared certain financial information, valuation multiples and market trading data relating to Stewart and the following selected publicly traded companies in the title insurance industry (which are referred to as the "selected companies") that Citi believed, based on its professional judgment and experience, for purposes of its analysis, to be similar or reasonably comparable to those of Stewart:

•

Fidelity National Financial, Inc.



•

First American Financial Corporation



•

Old Republic International Corporation

        Citi reviewed the closing stock prices for each of the selected companies as of March 15, 2018, as a multiple of estimated earnings per share (which is referred to as "P/EPS") for calendar years 2018 and 2019. The calendar year 2018 estimated P/EPS multiples and calendar year 2019 estimated P/EPS multiples observed for the selected companies based on market data for the selected companies as of March 15, 2018 ranged from 11.4x to 13.8x and 10.8x to 12.5x respectively.

        Citi then applied such selected P/EPS multiple ranges derived from the selected companies to corresponding data of Stewart for calendar years 2018 and 2019. Estimated earnings per share (which is referred to as "EPS") data for the selected companies was based on publicly available research analysts' estimates, public filings and other publicly available information. Estimated EPS data for Stewart was based on the Stewart Forecasts. These analyses indicated implied per share equity value reference ranges for Stewart of $37.50 to $45.50 per share of Stewart common stock and $37.00 to $42.75 per share of Stewart common stock based on the 2018 P/EPS multiple ranges and the 2019 P/EPS multiple ranges, respectively. The ranges of implied equity value per share of Stewart common stock were then compared to (a) the implied value of the merger consideration (which is referred to as the "implied merger consideration"), of $49.74 per share of Stewart common stock, which was determined by adding $25.00 in cash plus $24.74 in FNF common stock per share of Stewart common stock (calculated using the closing price of $38.52 of FNF common stock as of March 15, 2018 multiplied by an exchange ratio of 0.6422 shares of FNF common stock based on the 20-Day VWAP of $38.93 of FNF common stock, as of March 15, 2018), and (b) the implied value of the merger consideration, as adjusted for the maximum per share cash reduction amount of $4.50 per share of Stewart common stock (which is referred to as the "implied adjusted merger consideration"), of $45.26 per share of Stewart common stock, which was determined by adding $22.75 in cash plus $22.51 in FNF common stock per share of Stewart common stock (calculated using the closing price of $38.52 of FNF common stock as of March 15, 2018 multiplied by an exchange ratio of 0.5844 shares of FNF common stock based on the 20-Day VWAP of $38.93 of FNF common stock, as of March 15, 2018).

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Dividend Discount Analysis

        Citi performed a dividend discount analysis of Stewart to calculate the estimated present value of the Estimated Stewart Distributable Cash that Stewart was forecasted to generate during fiscal years ending December 31, 2018 through December 31, 2021 based on the Stewart Forecasts. Citi calculated a range of illustrative terminal values for Stewart by applying a range of P/EPS multiples of 11.0x to 14.0x, which Citi selected in its professional judgment based on Stewart's historical trading range, to Stewart's estimated net income for the fiscal year ending December 31, 2022. The present values as of December 31, 2017 of such Estimated Stewart Distributable Cash and terminal values for Stewart were then calculated using discount rates ranging from 8.6% to 10.1%, which were selected based upon an analysis of Stewart's cost of equity, which Citi performed utilizing the capital asset pricing model with inputs that Citi determined were relevant based on publicly available data and Citi's professional judgment.

        This analysis implied an equity value per share of $39.25 to $50.25 per share of Stewart common stock, as compared to (a) the implied merger consideration of $49.74 per share of Stewart common stock, and (b) the implied adjusted merger consideration of $45.26 per share of Stewart common stock.

        Certain Additional Information. Citi observed certain additional information that was not considered part of its financial analyses with respect to its opinion, but that was referenced for informational purposes only, including the following:

•

historical trading prices of shares of Stewart common stock for the 52-week period ended on March 15, 2018, which indicated low to high intraday prices for Stewart common stock of $34.48 to $48.03 per share of Stewart common stock, respectively, during such period; and



•

one-year forward stock price targets for Stewart common stock as reflected in selected Wall Street research analysts' reports that were publicly available as of March 15, 2018, which indicated a low to high target price range of $44.50 to $53.00 per share of Stewart common stock, on an undiscounted basis, and an implied low to high target price range of approximately $40.75 to $48.50 per share of Stewart common stock, on a discounted basis (discounted to present value as of December 31, 2017 using a 9.3% discount rate, which was the midpoint of the range of discount rates from 8.6% to 10.1% selected by Citi as described above).

Miscellaneous

        In connection with Citi's services as Stewart's financial advisor, Stewart has agreed to pay Citi an aggregate fee of 1.25% of the aggregate consideration paid in the mergers (on an enterprise value basis) as of the closing, currently estimated to be approximately $15 million, $125,000 of which was payable upon execution of the letter agreement between Citi and Stewart, $2 million of which was payable upon delivery of Citi's opinion and the remainder of which is payable contingent upon consummation of the mergers. In addition, Stewart has agreed to reimburse Citi for certain expenses, including fees and expenses of counsel, and to indemnify Citi and certain related parties against certain liabilities, including liabilities under federal securities laws, arising from Citi's engagement.

        In the two years preceding the date of Citi's opinion, Citi and its affiliates have not provided investment banking, financing or other related services to Stewart unrelated to the proposed mergers for which services Citi and its affiliates have received or expect to receive compensation. In the two years preceding the date of Citi's opinion, Citi and its affiliates have not provided investment banking, financing or other related services to FNF for which services Citi and its affiliates have received or expect to receive compensation. In the ordinary course of its business, Citi and its affiliates may actively trade or hold the securities of Stewart and FNF for its own account or for the account of its customers and, accordingly, may at any time hold a long or short position in such securities. In addition, Citi and

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its affiliates (including Citigroup Inc. and its affiliates) may maintain relationships with Stewart, FNF and their respective affiliates.

        Stewart selected Citi to act as its financial advisor in connection with the proposed mergers based on Citi's reputation and experience. Citi is an internationally recognized investment banking firm that regularly engages in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes.

Unaudited Prospective Financial Information

The Stewart Forecasts

        Stewart does not, as a matter of course, publicly disclose long-term projections as to Stewart's future financial performance due to, among other reasons, the unpredictability of the underlying assumptions and estimates. However, in connection with the evaluation of the proposed mergers, Stewart made available to Citi, its financial advisor, and Stewart management approved for Citi's use, and FNF, in whole or in part, certain non-public, prospective financial information prepared by Stewart's management in connection with their review of the mergers, which are referred to herein as the Stewart Forecasts. As noted below, the Stewart Forecasts were also made available to Citi and approved for its use in connection with Citi's financial analyses and opinion summarized above under "—Opinion of Citi" of this proxy statement/prospectus. The Stewart Forecasts consist of Stewart's regular internal forecasts of its financial performance on a standalone, pre-transaction basis through the end of Stewart's fiscal year ending on December 31, 2018, together with estimates of Stewart's financial performance for the future fiscal years ending on December 31 of 2019, 2020 and 2021, respectively, that were calculated by applying externally prepared forecasts of the anticipated future performance of certain macroeconomic indicators relevant to the industry in which Stewart operates for such future fiscal years as well as certain historical expense rates of Stewart to Stewart's internal forecasts for the fiscal year ended December 31, 2018 in order to derive estimates of Stewart's financial performance for such future fiscal years.

        The table below presents a summary of the Stewart Forecasts. Stewart provided the Stewart Forecasts to Citi with respect to each of the fiscal years ending on December 31 of 2018, 2019, 2020 and 2021 and provided the Stewart Forecasts to FNF with respect to the fiscal year ending on December 31, 2018 only.

Estimated Stewart Distributable Cash

        In connection with the financial analysis performed by Citi described above under "Opinion of Citi—Summary of Financial Analyses", Stewart management, with the assistance of Citi, prepared, and Stewart approved for Citi's use an estimate of distributable cash to Stewart shareholders based on the Stewart Forecasts and the estimated statutory dividend capacity of Stewart Title Guaranty Company

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and Stewart Title Insurance Company, Stewart's regulated insurance entities, and additional earnings of Stewart not subject to regulatory constraints. Estimated Stewart Distributable Cash is calculated as the minimum of three tests (plus such additional earnings of Stewart not subject to regulatory constraints): (i) statutory capital and surplus is assumed to be constrained by Fitch 3.5x operating leverage; (ii) statutory dividend capacity for a given year is limited to 20% of prior year end statutory capital surplus or prior year net income, whichever is greater, based on Texas regulatory limitations; and (iii) the amount of statutory liquid assets, including cash and investments, less statutory liabilities. The table below presents a summary of estimated distributable cash flow to Stewart shareholders, which we refer to as Estimated Stewart Distributable Cash:

        The Stewart Forecasts and Estimated Stewart Distributable Cash were not prepared with a view to public disclosure and are included in this proxy statement/prospectus only because such information was made available as described above. The Stewart Forecasts and Estimated Stewart Distributable Cash were not prepared with a view to compliance with generally accepted accounting principles as applied in the United States, which we refer to as GAAP, the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither Stewart's nor FNF's independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to any prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information. The Stewart Forecasts and Estimated Stewart Distributable Cash included in this proxy statement/prospectus have been prepared by Stewart's management solely for internal use and are subjective in many respects.

        Although a summary of the Stewart Forecasts and Estimated Stewart Distributable Cash are presented with numerical specificity, they reflect numerous assumptions and estimates as to Stewart's industry, markets, products, services and prospective future events made by Stewart's management, which it believes were reasonable at the time the Stewart Forecasts and Estimated Stewart Distributable Cash were prepared, taking into account the relevant information available to Stewart's management at such time. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results. Important factors that may affect actual results and cause the Stewart Forecasts and Estimated Stewart Distributable Cash not to be achieved include general economic conditions, interest rates, accuracy of certain accounting assumptions, changes in actual or projected cash flows, changes in the demand for or price of title insurance, competitive and industry pressures, availability of credit, changes in tax or other laws, governmental policies or regulations, particularly those related to title insurance, structural changes in the title insurance industry, costs and other matters described in the section "Risk Factors" of this proxy statement/prospectus. In addition, the Stewart Forecasts and Estimated Stewart Distributable Cash do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the mergers or any changes to Stewart's strategy that may be implemented after completion of the mergers. As a result, there can be no assurance that the Stewart Forecasts or the Estimated Stewart Distributable Cash will be realized, and actual results may be materially better or worse than those contained in the Stewart Forecasts and Estimated Stewart Distributable Cash. The inclusion of this information should not be regarded as an indication that the Stewart board, Stewart's management, FNF, Citi, their respective representatives or any other recipient of this information considered, or now considers, the Stewart Forecasts or the Estimated Stewart Distributable Cash to be material

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information of Stewart, or necessarily predictive of actual future results nor should it be construed as financial guidance, and it should not be relied upon as such. The summary of the Stewart Forecasts and Estimated Stewart Distributable Cash is not included in this proxy statement/prospectus in order to induce any stockholder to vote in favor of the merger agreement proposal or any of the other proposals to be voted on at the special meeting or to influence any stockholder to make any investment decision with respect to the mergers or Stewart, including whether or not to seek appraisal rights with respect to the shares of Stewart common stock.

        The Stewart Forecasts and Estimated Stewart Distributable Cash should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Stewart contained in Stewart's public filings with the SEC. The Stewart Forecasts and Estimated Stewart Distributable Cash are forward-looking statements. For information on factors that may cause Stewart's future results to materially vary, see the section entitled "Cautionary Statement Regarding Forward-Looking Statements."

        Except to the extent required by applicable federal securities laws, Stewart does not intend, and expressly disclaims any responsibility to update or otherwise revise the Stewart Forecasts or the Estimated Stewart Distributable Cash to reflect circumstances existing after the date when Stewart prepared the Stewart Forecasts and Estimated Stewart Distributable Cash or to reflect the occurrence of future events or changes in circumstances after the date that the Stewart Forecasts or Estimated Stewart Distributable Cash were prepared, even in the event that any of the assumptions underlying the Stewart Forecasts or Estimated Stewart Distributable Cash are shown to be in error.

        In light of the foregoing factors and the uncertainties inherent in the Stewart Forecasts or the Estimated Stewart Distributable Cash, stockholders are cautioned not to unduly rely on the Stewart Forecasts or the Estimated Stewart Distributable Cash included in this proxy statement/prospectus.

        Certain of the measures included in the Stewart Forecasts that are not included in the summary table of the Stewart Forecasts presented above, and the Estimated Stewart Distributable Cash, may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Stewart may not be comparable to similarly titled amounts used by other companies.

The FNF Forecasts

        FNF does not, as a matter of course, publicly disclose long-term projections as to FNF's future financial performance due to, among other reasons, the unpredictability of the underlying assumptions and estimates. However, in connection with the evaluation of the proposed mergers, FNF prepared certain non-public, prospective financial information prepared by FNF's management in connection with their review of the mergers, which are referred to herein as the FNF Forecasts. The FNF Forecasts consist of FNF's regular internal forecasts of its financial performance on a standalone, pre-transaction basis through the end of FNF's fiscal year ending on December 31, 2018 that were calculated by applying externally prepared forecasts of the anticipated future performance of certain macroeconomic indicators relevant to the industry in which FNF operates for such future fiscal years as well as certain historical expense rates of FNF to FNF's internal forecasts for the fiscal year ended December 31, 2018. FNF made available to Stewart and Citi, Stewart's financial advisor, the FNF Forecasts for FNF's fiscal year ending on December 31, 2018.

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        The table below presents a summary of the FNF Forecasts, which was prepared as of January 31, 2018. FNF provided the FNF Forecasts to Stewart and Citi with respect to the fiscal year ending on December 31, 2018.

        The FNF Forecasts were not prepared with a view to public disclosure and are included in this proxy statement/prospectus only because such information was made available as described above. The FNF Forecasts were not prepared with a view to compliance with GAAP, the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither FNF's nor Stewart's independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to any prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information. The FNF Forecasts included in this proxy statement/prospectus have been prepared by FNF's management solely for internal use and are subjective in many respects.

        Although a summary of the FNF Forecasts are presented with numerical specificity, they reflect numerous assumptions and estimates as to FNF's industry, markets, products, services and prospective future events made by FNF's management, which it believes were reasonable at the time the FNF Forecasts were prepared, taking into account the relevant information available to FNF's management at such time. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results. Important factors that may affect actual results and cause the FNF Forecasts not to be achieved include general economic conditions, interest rates, accuracy of certain accounting assumptions, changes in actual or projected cash flows, changes in the demand for or price of title insurance, competitive and industry pressures, availability of credit, changes in tax or other laws, governmental policies or regulations, particularly those related to title insurance, structural changes in the title insurance industry, costs and other matters described in the section "Risk Factors" of this proxy statement/prospectus. In addition, the FNF Forecasts do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the mergers or any changes to FNF's strategy that may be implemented after completion of the mergers. As a result, there can be no assurance that the FNF Forecasts will be realized, and actual results may be materially better or worse than those contained in the FNF Forecasts. The inclusion of this information should not be regarded as an indication that the FNF board, FNF's management, Stewart, Citi, their respective representatives or any other recipient of this information considered, or now considers, the FNF Forecasts to be material information of FNF, or necessarily predictive of actual future results nor should it be construed as financial guidance, and it should not be relied upon as such. The summary of the FNF Forecasts is not included in this proxy statement/prospectus in order to induce any stockholder to vote in favor of the merger agreement proposal or any of the other proposals to be voted on at the special meeting or to influence any stockholder to make any investment decision with respect to the

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mergers or FNF, including whether or not to seek appraisal rights with respect to the shares of Stewart common stock.

        The FNF Forecasts should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding FNF contained in FNF's public filings with the SEC. The FNF Forecasts are forward-looking statements. For information on factors that may cause FNF's future results to materially vary, see the section entitled "Cautionary Statement Regarding Forward-Looking Statements."

        Except to the extent required by applicable federal securities laws, FNF does not intend, and expressly disclaims any responsibility to update or otherwise revise the FNF Forecasts to reflect circumstances existing after the date when FNF prepared the FNF Forecasts or to reflect the occurrence of future events or changes in circumstances after the date that the FNF Forecasts were prepared, even in the event that any of the assumptions underlying the FNF Forecasts are shown to be in error.

        In light of the foregoing factors and the uncertainties inherent in the FNF Forecasts, stockholders are cautioned not to unduly rely on the FNF Forecasts included in this proxy statement/prospectus.

        Certain of the measures included in the FNF Forecasts that are not included in the summary table of the FNF Forecasts presented above may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Stewart may not be comparable to similarly titled amounts used by other companies.

Interests of Certain Stewart Persons in the Mergers

        In considering the recommendation of the Stewart board to approve the merger agreement proposal, Stewart stockholders should be aware that aside from their interests as stockholders, Stewart's non-employee directors and executive officers have employment or other compensation arrangements or plants that give them financial interests in the transaction that are different from, or in addition to, Stewart stockholders' interests. These interests include the following:

Equity Awards

        Non-employee directors of Stewart receive fully-vested shares of Stewart common stock, in addition to cash retainers, as compensation for their service on Stewart's board. The non-employee directors will not be entitled to any amounts on account of the mergers other than payment for their held fully-vested shares.

        As described in more detail below under "—The Merger Agreement—Treatment of Stewart Company Equity Awards" at the effective time, all Stewart equity awards then held by executive officers (and other employees) will fully accelerate, except for those equity awards approved after the date of the merger agreement that are outstanding as of the effective time. Equity awards approved after the date of the merger agreement that are outstanding as of the effective time will convert into equity awards relating to FNF common stock, and will continue to vest following the effective time in accordance with the terms, exercisability, vesting schedules and other provisions applicable to such awards. The performance for any performance-based units or awards outstanding as of the effective time, whether accelerated at closing or converted to equity awards based on FNF common stock, will be determined assuming the achievement of target level of performance.

        All executive officers hold time-vested and performance-vested awards (in the form of restricted shares and units and performance shares and units) which will fully accelerate and vest at the effective time, with performance-vested awards being deemed to be earned at target performance. The table below sets forth the estimated values of the accelerating vesting of the executive officers' equity awards,

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other than the named executive officers, assuming that the effective date had occurred on March 18, 2018. The values for the named executive officers are included below under "—Golden Parachute Comparison." The values below do not include any additional equity awards that executive officers may be granted following the date of the merger agreement, to the extent permitted by the merger agreement.

        The values were calculated, in accordance with the applicable rules under Regulation S-K under the Exchange Act, by assuming a price per share of Stewart common stock of $51.08, which is calculated based upon the mixed election consideration described above in "The Merger Agreement—Merger Consideration" and for the share-based component of such consideration, based upon a price per share of FNF common stock of $40.59, which is the average closing price of a share of FNF common stock over the five business day period following the first public announcement of the mergers.

        For the estimated values of the potential accelerated vesting of the equity awards held by Stewart's named executive officers, see the "Equity" column of the table below under "—Golden Parachute Compensation."

Annual Bonus

        Under the terms of the merger agreement, for the calendar year in which the effective time occurs, in the event an executive officer's employment is terminated without "cause" (defined in the same manner as in the Severance Plan described below) following the effective time, he or she will be entitled to the payment of an annual bonus award, prorated for the number of days between the beginning of the fiscal year and the termination date and based on annualized company performance.

        Assuming (i) that each executive officer's employment was terminated without cause by the company at the effective time, (ii) the effective time occurred on March 18, 2018 and (iii) the company achieves a target level of performance, the executive officers, other than the named executive officers, would be entitled to a prorated annual bonus in the following amounts: John Magness ($93,699), Brad Rable, ($31,233) and Ann Manal ($28,110).

        For the estimated values of the potential payment of prorated annual bonus awards for Stewart's named executive officers, see the "Cash" column of the table below under "—Golden Parachute Compensation."

Retention Awards

        Under the merger agreement, Stewart may grant cash retention awards to employees, but excluding executive officers. The aggregate amount of the cash retention awards that may be granted to all employees is capped at $15 million. None of the executive officers have been granted or will be granted any such cash retention awards.

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Severance Arrangements

        Stewart's executive officers are entitled to severance benefits under the Stewart Information Services Corporation Executive Separation Pay and Change in Control Plan (the "Severance Plan"), as well as individual employment agreements, as described in more detail below.

Severance Plan

        The Severance Plan was adopted on January 1, 2018 to formalize and standardize Stewart's severance practices for its most senior executive officers. Severance benefits for all named executive officers other than Messrs. Morris and Hisey are determined under the Severance Plan.

        Under the Severance Plan, each executive officer whose employment is terminated by Stewart without "cause" or by the executive officer for "good reason," in either case within the two-year period following the effective time, would be entitled to the payments and benefits, subject to the conditions and limitations, described below:

•

Severance.  Severance in the amount of: (i) twenty-four (24) months of the executive officer's then current base salary payable in installments over 24 months; plus (ii) two times the executive officer's target annual bonus in effect for the fiscal year in which the executive officer's termination of employment occurs, to be paid in a lump sum; plus (iii) an amount equal to the cost of the executive officer's coverage under Stewart's group health plan for a period of twelve (12) months.



•

Outplacement Benefits.  Payment or reimbursement of executive outplacement services in an amount not to exceed $10,000 for a period of twelve (12) months.



•

Conditions and Limitations on Payment.  The executive officer's right to these payments and benefits is subject to the following conditions and limitations:



•

The executive officer must execute, and not revoke, a general release agreement waiving all claims against Stewart relating to his or her employment or separation from employment.



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The executive officer must comply with all non-disparagement and confidential information or similar restrictive covenants contained in any agreement to which the executive officer is a party.



•

The executive officer must execute documentation that formalizes the executive officer's resignation from the board and any other positions with Stewart and its affiliates.

        "Cause" and "good reason" are defined as follows:

•

The term "cause" generally means an executive officer's: (i) willful failure in performing or gross neglect of his or her duties; (ii) plea of guilty or nolo contendere to, or conviction for, the commission of a felony or any crime involving moral turpitude or personal enrichment at the expense of Stewart; (iii) material breach of fiduciary duty or willful engagement in conduct materially injurious to Stewart; (iv) willful violation of any material provision of Stewart's code of conduct or any of the material covenants contained in his or her employment agreement; (v) act of dishonesty resulting in or intending to result in personal gain at the expense of Stewart; or (vi) engagement in any material act that is intended or may be reasonably expected to harm the reputation, business prospects or operations of Stewart.



•

The term "good reason" generally means, without an executives prior written consent: (i) a material breach of the executive officer's employment agreement by Stewart; (ii) a material failure to vest any grants under the LTI Plan after a change in control; (iii) a failure to obtain the assumption in writing of all material obligations under the executive officer's employment agreement and outstanding grants or awards within 15 days after the change in control; (iv) the

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assignment of any duties materially inconsistent with the executive officer's position, including any action which results in a material diminution in such status, title, authority, duties or responsibility; or (v) relocation of the executive officer's office to a location more than 35 miles farther from the executive officer's residence.

Mr. Morris' Employment Agreement

        Mr. Morris is party to an employment agreement with Stewart that provides for certain benefits if his employment is involuntarily terminated by Stewart other than for "cause" (as defined below) or due to his death or disability, or terminated by Mr. Morris for "good reason" (as defined below), including: (i) 36 months of his then-current base salary, payable in semi-monthly installments; (ii) a lump sum of three times the amount of his annual bonus paid at target for the fiscal year in which the termination occurs; and (iii) the continuation of medical and dental benefits for 12 months.

        Under Mr. Morris' employment agreement, "cause" means the occurrence of any one or more of the following: (i) Mr. Morris' willful failure to substantially perform his duties, after a written demand for substantial performance is delivered to Mr. Morris, and Mr. Morris fails to remedy the situation within 30 days of such written notice from Stewart; (ii) Mr. Morris' gross negligence in the performance of his duties; (iii) Mr. Morris' plea of guilty or nolo contendere to, or conviction for, the commission of a felony or any crime involving moral turpitude or personal enrichment at the expense of Stewart; (iv) Mr. Morris' willful material breach of fiduciary duty or willful engagement in conduct materially injurious to Stewart, after a written demand is delivered to Mr. Morris that specifically identifies the manner in which Stewart believes that Mr. Morris has engaged in such conduct, and Mr. Morris fails to remedy the situation within 30 days of such written notice; (v) Mr. Morris' willful violation of any material provision of Stewart's code of conduct, after a written demand is delivered to Mr. Morris that specifically identifies the manner in which Stewart believes that Mr. Morris has engaged in such conduct, and Mr. Morris fails to remedy the situation within 30 days of such written notice; (vi) Mr. Morris' material breach of any non-disclosure, non-solicitation or non-competition obligation, or any confidentiality or proprietary right or similar restrictive covenant; (v) Mr. Morris' willful act of dishonesty resulting in or intending to result in personal gain at the expense of Stewart, after a written demand is delivered to Mr. Morris that specifically identifies the manner in which Stewart believes that Mr. Morris has engaged in such conduct, and Mr. Morris fails to remedy the situation within 30 days of such written notice; or (vi) Mr. Morris' engagement in any material act that is intended or may be reasonably expected to harm the reputation, business prospects or operations of Stewart, after a written demand is delivered to Mr. Morris that specifically identifies the manner in which Stewart believes that Mr. Morris has engaged in such conduct, and Mr. Morris fails to remedy the situation within 30 days of such written notice.

        Under Mr. Morris' employment agreement, "good reason" means, without Mr. Morris' express written consent, the occurrence of any one or more of the following: (i) the occurrence of any material breach of Mr. Morris' employment agreement by Stewart; (ii) any material failure by Stewart to immediately vest the applicable target payout levels of Mr. Morris' equity awards upon the occurrence of a change in control; (iii) a failure to obtain the assumption in writing of all material obligations under Mr. Morris' employment agreement and outstanding grants or awards within 15 days after the change in control; (iv) the assignment of any duties materially inconsistent with Mr. Morris' position, including any action which results in a material diminution in such status, title, authority, duties or responsibility; (v) the relocation of Mr. Morris' office to a location more than 35 miles outside Houston, Texas; or (vi) if the Board requests Mr. Morris to perform an illegal act.

Mr. Hisey's Employment Agreement

        Mr. Hisey is party to an employment agreement with Stewart that provides for certain benefits if his employment is involuntarily terminated by Stewart other than for cause (as defined below) or due

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to his death or disability, or terminated by Mr. Hisey for good reason (as defined below), including: (i) 24 months of his then current base salary, payable in semi-monthly installments; (ii) a lump sum of two times the amount of his annual bonus paid at target for the fiscal year in which the termination occurs; (iii) the continuation of medical and dental benefits for 12 months; and (iv) outplacement services for a period of 12 months in an amount not to exceed $10,000.

        Under Mr. Hisey's employment agreement, "cause" and "good reason" are defined in a substantially similar manner to the definitions of "cause" and "good reason" in Mr. Morris' employment agreement, as described above.

Other Severance Agreements with Executive Officers

        Messrs. Killea, Magness, Rable, Beall, Fauth and Ms. Manal are party to employment agreements with Stewart that provide for the severance benefits pursuant to the Severance Plan, which are described above in "—Severance Plan."

Restrictive Covenants

        Pursuant to their employment agreements, all executive officers are required to sign a document obligating confidentiality, as well as a non-competition and non-solicitation covenant that applies during employment and for 12 months thereafter. If the executive officer violates the provisions, the executive officer forfeits any unvested awards and incentive plan benefits.

Section 280G of the Code

        The Severance Plan and each employment agreement provide for a "contingent cutback" relating to the "golden parachute" excise tax under Section 4999 of the Code. Pursuant to this provision, the amount of severance and any other merger-related payments and benefits that the executive officer otherwise would be entitled to receive will be reduced to the extent necessary to avoid the excise tax, but only if such reduction would result in the executive officer retaining a greater amount of such payments and benefits on an after-tax basis than had no reduction been made. Under the terms of the merger agreement, Stewart and FNF may mutually agree to take additional actions to mitigate the impact of Section 280G and Section 4999 of the Code, including delaying or accelerating the vesting of outstanding equity awards. The amounts set forth below and in the table below under "—Golden Parachute Compensation" do not take into account any such reduction or additional mitigation actions.

Value of Severance Arrangements

        Assuming a termination of employment by Stewart without cause in connection with the effective date of the merger had it occurred on March 18, 2018, the executive officers, other than the named executive officers, would be entitled to severance in the following amounts: John Magness ($1,916,192), Brad Rable, ($957,494) and Ann Manal ($855,018).

        For the estimated values of the potential payment of severance benefits for Stewart's named executive officers, see the "Cash" column of the table below under "—Golden Parachute Compensation."

Golden Parachute Comparison

        The table below sets forth for each of Stewart's named executive officers estimates of the amounts of compensation that are based on or otherwise relate to the mergers and that will or may become payable to the named executive officer immediately at the effective time or on a qualifying termination of employment following the merger. J. Allen Berryman, who retired as Stewart's Chief Financial Officer effective as of October 31, 2017, would not be entitled to any payments or benefits that are

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based on or otherwise relate to the mergers, other than the acceleration of his remaining outstanding unvested equity at the effective time.

        The Stewart stockholders are being asked to approve, on a non-binding advisory basis, such compensation for these named executive officers. See "Stewart Stockholders Proposals—". Because the vote to approve such compensation is advisory only, it will not be binding on either Stewart or FNF. Accordingly, if the merger agreement proposal is approved and the mergers are completed, the compensation will be payable regardless of the outcome of the vote to approve such compensation, subject only to the conditions applicable thereto, which are described in the footnotes to the table below and above in this section.

        The estimates in the table assume that the merger had become effective on March 18, 2018 and that the employment of each of the executive officers (other than Mr. Berryman, who previously retired) had been terminated immediately thereafter by Stewart without "cause" or by the executive officer for "good reason" (see definitions above under "—Definitions of 'Cause' and 'Good Reason'").

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Material U.S. Federal Income Tax Consequences of the Mergers

        The following are the material U.S. federal income tax consequences of the mergers to U.S. Holders (as defined below) of Stewart common stock. This discussion is based on the Internal Revenue Code of 1986, as amended (the "Code"), applicable Treasury regulations, administrative interpretations and court decisions as in effect as of the date of this proxy statement/prospectus, all of which may change, possibly with retroactive effect. For purposes of this discussion, a "U.S. Holder" is a beneficial owner of Stewart common stock that is for U.S. federal income tax purposes:

•

a citizen or resident of the United States;



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a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any political subdivision thereof;



•

a trust that (i) is subject to (a) the primary supervision of a court within the United States and (b) the authority of one or more U.S. persons to control all substantial decisions of the trust or (ii) has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person, or



•

an estate the income of which is subject to U.S. federal income taxation regardless of its source.

        This discussion addresses only the consequences of the exchange of shares of Stewart common stock held as capital assets. It does not address U.S. Holders who exercise and perfect their appraisal

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rights. In addition, it does not address all aspects of U.S. federal income taxation that may be relevant to a U.S. Holder in light of that shareholder's particular circumstances, including alternative minimum tax and Medicare contribution tax consequences, or to a U.S. Holder subject to special rules, such as:

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a financial institution or insurance company;



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a tax-exempt organization;



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a dealer or broker in securities;



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a shareholder who holds Stewart common stock as part of a hedge, appreciated financial position, straddle, or conversion or integrated transaction;



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a shareholder who beneficially owns five percent or more of Stewart common stock;



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a shareholder whose functional currency is not the U.S. dollar; or



•

a shareholder who acquired Stewart common stock pursuant to the exercise of compensatory options or otherwise as compensation.

        If a partnership holds shares of Stewart common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. A partner of a partnership holding shares of Stewart common stock should consult its tax advisor regarding the tax consequences of the mergers.

        This discussion of material U.S. federal income tax consequences is not a complete analysis or description of all potential U.S. federal income tax consequences of the mergers. This discussion does not address tax consequences that may vary with, or are contingent on, individual circumstances. In addition, it does not address any non-income tax or any non-U.S., state or local tax consequences of the mergers. Accordingly, we strongly urge each Stewart stockholder to consult its own tax advisor to determine the particular U.S. federal, state or local or non-U.S. income or other tax consequences to it of the mergers.

U.S. Federal Income Tax Consequences of the Mergers

        It is intended that, for U.S. federal income tax purposes, the mergers will qualify as a "reorganization" within the meaning of Section 368(a) of the Code (the "Intended Tax Treatment"). Stewart intends to seek a tax opinion from Davis Polk & Wardwell LLP that the mergers qualify for the Intended Tax Treatment. However, the completion of the mergers is not conditioned on the mergers qualifying for such treatment or upon the receipt of an opinion of counsel to that effect. In addition, neither Stewart nor FNF intends to request a ruling from the Internal Revenue Service (the "IRS") regarding the U.S. federal income tax consequences of the mergers. Accordingly, even if Stewart and FNF conclude that the mergers qualify for the Intended Tax Treatment, no assurance can be given that the IRS will not challenge that conclusion or that a court would not sustain such a challenge.

        If, at the closing date of the mergers, any requirement for the mergers to qualify for the Intended Tax Treatment is not satisfied, a U.S. Holder would recognize gain or loss in an amount equal to the difference between (i) the fair market value of the shares of FNF common stock and the amount of any cash received in the mergers and (ii) the U.S. Holder's basis in the Stewart common stock surrendered. Gain or loss must be calculated separately for each block of Stewart common stock exchanged by such U.S. Holder if such blocks were acquired at different times or for different prices. Any gain or loss recognized generally would be long-term capital gain or loss if such U.S. Holder's holding period in the particular block of Stewart common stock exceeds one year as of the closing date of the mergers. Long-term capital gains recognized by non-corporate taxpayers are subject to reduced rates. The deductibility of capital losses is subject to limitations.

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        The remainder of this discussion assumes that the mergers will qualify for the Intended Tax Treatment.

Receipt Solely of FNF Common Stock

        A U.S. Holder who receives only shares of FNF common stock in the mergers will not recognize any gain or loss as a result of the mergers, except for any gain or loss recognized with respect to cash received in lieu of a fractional share of FNF common stock. The U.S. Holder will recognize gain or loss on any cash received in lieu of a fractional share of FNF common stock equal to the difference between the amount of cash received in lieu of the fractional share and the portion of the U.S. Holder's adjusted tax basis of the shares of Stewart common stock surrendered that is allocable to the fractional share. Such gain or loss generally will be long-term capital gain or loss if such U.S. Holder's holding period in the Stewart common stock is more than one year as of the closing date of the mergers. Long-term capital gains recognized by non-corporate taxpayers are subject to reduced rates. The deductibility of capital losses is subject to limitations.

        The U.S. Holder will have an adjusted tax basis in the FNF common stock received in the mergers, including any fractional share for which cash is received, equal to the adjusted tax basis of the Stewart common stock surrendered by that U.S. Holder in the mergers. The holding period for FNF common stock received in the mergers will include the holding period for the Stewart common stock surrendered therefor.

Receipt of FNF Common Stock and Cash

        A U.S. Holder who receives both FNF common stock and cash in the mergers will not recognize any loss on the exchange, and will recognize gain (if any) equal to the lesser of: (1) the amount of cash so received and (2) the excess of the sum of the amount of cash so received and the fair market value on the closing date of the mergers of the shares of FNF common stock received over the U.S. Holder's adjusted tax basis for the shares of Stewart common stock surrendered in the exchange.

        Any gain recognized with respect to shares of Stewart common stock as a consequence of participating in the mergers will generally be capital gain, and generally will be long-term capital gain if the shares have been held for more than one year on the closing date of the mergers. It is possible, however, that a U.S. Holder would instead be required to treat all or part of such gain as dividend income, if the U.S. Holder's percentage ownership in FNF (including shares that the U.S. Holder is deemed to own under certain attribution rules) after the mergers is not meaningfully reduced from what the U.S. Holder's percentage ownership would have been if the U.S. Holder had received solely shares of FNF common stock rather than a combination of cash and FNF common stock in the mergers. If a U.S. Holder who has a relatively minimal stock interest in FNF and Stewart suffers a reduction in its proportionate interest in FNF, the U.S. Holder should be regarded as having suffered a meaningful reduction in interest. For example, the IRS has ruled that any reduction in a stockholder's proportionate interest will constitute a "meaningful reduction" in a transaction in which a stockholder held less than 1% of the shares of a corporation and did not have management control over the corporation. A U.S. Holder should consult its own tax advisor as to whether its receipt of cash in the mergers will be treated as capital gain or dividend income under the Code.

        A U.S. Holder who receives FNF common stock will have an adjusted tax basis in the FNF common stock received in the mergers equal to the adjusted tax basis of the shares of Stewart common stock surrendered, increased by the amount of gain, if any, recognized, including any portion of the gain that is treated as a dividend, and decreased by the amount, if any, of cash received. The holding period for shares of FNF common stock received in exchange for shares of Stewart common stock in the mergers will include the holding period for the shares of Stewart common stock surrendered in the mergers. In the case of a U.S. Holder who holds shares of Stewart common stock with differing tax bases and/or holding periods, the preceding rules must be applied separately to each identifiable block of shares of Stewart common stock.

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Receipt Solely of Cash

        A U.S. Holder who receives only cash in the mergers will generally recognize gain or loss equal to the difference between the amount of cash received and the U.S. Holder's adjusted tax basis in the shares of Stewart common stock surrendered in the exchange. It is anticipated that most U.S. Holders will be required to treat any recognized gain as capital gain, as described above. However, it is possible that a U.S. Holder would instead be required to treat all or part of the cash received in the mergers as dividend income. A U.S. Holder should consult its own tax advisor as to whether its receipt of cash in the mergers will be treated as capital gain or dividend income under the Code.

Backup Withholding and Information Reporting

        Information returns are required to be filed with the IRS in connection with cash payments to U.S. Holders pursuant to the mergers. Backup withholding at a rate of 24% may apply to cash paid in the transaction to a U.S. Holder, unless the U.S. Holder furnishes a correct taxpayer identification number and otherwise complies with the backup withholding rules or provides proof of an applicable exemption. Any amount withheld under the backup withholding rules will be allowed as a refund or credit against U.S. federal income tax liability, provided the required information is timely furnished to the IRS. The IRS may impose a penalty upon any taxpayer that fails to provide the correct taxpayer identification number.

        A U.S. Holder who receives FNF common stock as a result of the mergers generally will be required to retain records pertaining to the mergers.

Accounting Treatment of the Mergers

        The mergers will be accounted for using the acquisition method of accounting. FNF will allocate the purchase price to the fair value of Stewart's tangible and intangible assets and liabilities at the acquisition date, with the excess purchase price being recorded as goodwill. Under the acquisition method of accounting, goodwill is not amortized but is tested for impairment at least annually, or more frequently if circumstances indicate potential impairment.

Regulatory Approvals

        Stewart, FNF, Merger Sub I and Merger Sub II have each agreed to use their reasonable best efforts to obtain all regulatory clearances required to complete the transactions contemplated by the merger agreement The following is a summary of the material regulatory requirements for completion of the transactions.

        U.S. Antitrust Clearance.    Under the HSR Act and the rules promulgated thereunder by the FTC, the mergers may not be consummated until HSR notification forms have been submitted to the FTC and the DOJ and specified waiting period requirements have been satisfied. Stewart and FNF filed the requisite HSR Act notification forms on March 30, 2018 and re-filed on May 1, 2018. Both before and after the expiration of the waiting period, the FTC and the DOJ retain the authority to challenge the mergers on antitrust grounds.

        In addition, the mergers may be reviewed by the state attorneys general in the various states in which Stewart and FNF operate. While Stewart and FNF believe there are substantial arguments to the contrary, these authorities may claim that there is authority, under the applicable state and federal antitrust laws and regulations, to investigate and/or disapprove the mergers under the circumstances and based on the review set forth in applicable state laws and regulations. There can be no assurance that one or more state attorneys general will not attempt to file an antitrust action to challenge the mergers. As of the date of this proxy statement/prospectus, the Office of the Attorney General of the State of Washington and the Office of the Attorney General of the State of Illinois have indicated an

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interest in reviewing the mergers. Neither FNF nor Stewart has been notified by any other state attorney general indicating that they plan to review the mergers.

        In addition, because both FNF and Stewart have at least one licensed title insurance company, the mergers are subject to notification filings ("Form E") with the insurance regulators in certain states with respect to whether it may cause anti-competitive effects in the title insurance markets of such states. While FNF and Stewart believe that there are substantial arguments that there is no such anti-competitive effect, one or more of these insurance commissioners may find that such an effect exists and may exercise his or her authority under the state's Form E statute to issue a cease and desist order preventing one or more involved title insurance companies from doing business in such state.

        Canadian Antitrust Clearance.    Under the Canadian Competition Act and the applicable provisions of the merger agreement, the mergers may not be consummated until clearance has been received from the Canada Competition Bureau. The request for an Advance Ruling Certificate ("ARC"), pursuant to Section 102 of the Competition Act, to the Canadian Commissioner of Competition was filed by FNF and Stewart on April 11, 2018. In order to complete the mergers, FNF and Stewart must have received an ARC, or the applicable period under the Competition Act has expired, been terminated or waived and FNF and Stewart must have received a letter from the Canadian Commissioner of Competition indicating that the Commissioner does not, at that time, intend to challenge the transaction.

        Other Requisite U.S. State Approvals, Notices and Consents.    Notifications and/or applications requesting approval must be submitted to various regulators in connection with the merger, including (i) the Texas Department of Insurance in respect of the Stewart Title Guaranty Company in Texas, (ii) the New York State Department of Financial Services in respect of the Stewart Title Insurance Company in New York, and (iii) certain other state regulatory authorities. FNF and Stewart have filed the applications and notifications required to obtain these necessary approvals.

        Other Requisite Non-U.S. Insurance Approvals, Notices and Consents.    Completion of the mergers is further subject to notification or receipt of certain insurance regulatory approvals, including notification, clearance and/or approval in Canada, Mexico and the United Kingdom.

        Timing.    There can be no assurances that all of the regulatory approvals described above will be obtained and, if obtained, there can be no assurances as to the timing of any approvals, FNF's and Stewart's ability to obtain the approvals on satisfactory terms or the absence of any litigation challenging such approvals.

        If necessary to obtain the requisite regulatory approvals, FNF has agreed, among other things, to propose, negotiate, commit to and effect, by consent decree, hold separate order, or otherwise, the sale, divestiture, disposition or hold separate of businesses, product lines or assets of FNF, Stewart or any of their respective subsidiaries). However, FNF's obligations with respect to such actions will be limited by the sale, divestiture, disposal of, licensing or hold separate of rights to title plants and businesses, product lines or assets of FNF, Stewart and their respective subsidiaries, as required by any governmental authority. In addition, FNF will not be required to sell, divest, dispose of, license or hold separate title plants and rights to title plants, businesses, product lines or assets to the extent the foregoing generated annual revenues in fiscal year 2017 in excess of $225 million in the aggregate, or any of its own brands in full. See the section entitled "The Merger Agreement—Efforts to Complete the Mergers—Divestitures and Triggering Divestiture."

        If any governmental entity requires the parties to take action in order to obtain necessary approvals under the antitrust laws that involve a divestiture or divestitures of businesses or assets that generated 2017 annual revenues in excess of $75 million, as described in the sections entitled "The Merger Agreement—Efforts to Complete the Mergers—Divestitures and Triggering Divestiture" and "The Mergers—Procedures for Election—Adjustment Procedures", holders of Stewart common stock will receive (i) an amount in cash as low as $45.50 per share, and not $50.00 per share, (ii) an amount of FNF

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common stock based on an exchange ratio that is less than 1.2850 for the number of shares of FNF common stock per share of Stewart common stock or (iii) an amount in cash less than $25.00 per share, and not $25.00 per share, and an amount of FNF common stock based on an exchange ratio that is less than 0.6425 for the number of shares of FNF common stock per share of Stewart common stock, as applicable. Regulatory authorities may impose conditions that will lead to such divestitures, or impose conditions on the completion of the mergers or require changes to the terms of the transaction.

Listing of FNF Common Stock Issued in the Mergers; De-Listing and Deregistration of Stewart Common Stock after the Mergers

        It is a condition to the completion of the mergers that the shares of FNF common stock to be issued to Stewart stockholders pursuant to the mergers be approved for listing on the NYSE, subject to official notice of issuance, at the effective time. Upon completion of the merger, shares of Stewart common stock currently listed on the NYSE will cease to be listed on the NYSE and will subsequently be deregistered under the Exchange Act.

Appraisal Rights in Connection with the Merger

        Holders of Stewart common stock (other than holders of shares of Stewart common stock owned by Stewart, its subsidiaries, FNF or the Merger Subs and shares in respect of which appraisal rights have been properly exercised and perfected under Delaware law) will become holders of FNF common stock as a result of the merger. The holders of Stewart common stock will be entitled to appraisal rights under Section 262 of the DGCL in connection with the merger. Under Section 262, when a merger agreement relating to a proposed merger is to be submitted for adoption at a meeting of stockholders, as in the case of the Stewart special meeting, the corporation, not less than twenty days prior to such meeting, must notify each of its stockholders who was a stockholder on the record date for notice of such meeting with respect to such shares for which appraisal rights are available that appraisal rights are so available, and must include in each such notice a copy of Section 262. This proxy statement/prospectus constitutes such notice to the holders of Stewart common stock and Section 262 is reprinted in its entirety and attached to this proxy statement/prospectus as Annex C and incorporated herein by reference.

        The information in this section describing certain material aspects of Section 262 of the DGCL is summary in nature, and is qualified in its entirety by reference to Annex C. Failure to comply strictly with the procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights.

        Under the DGCL, record holders of Stewart common stock (whether they become such holders before or after the second merger) who follow the procedures set forth in Section 262 of the DGCL will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the "fair value" of those shares, exclusive of any element of value arising from the accomplishment or expectation of the second merger, together with interest from the date of the second merger to the date of the determination of appraised value. The value determined in any such proceeding could more than, less than, or the same as the consideration payable in the second merger.

        If you wish to exercise appraisal rights, you must not transfer your shares of Stewart common stock with respect to which you wish to exercise appraisal rights and you must continuously hold such shares through the effective date of the second merger. You must deliver to Stewart a written demand for appraisal of your shares of Stewart common stock before the taking of the vote on the merger proposal at the Stewart special meeting. The written demand for appraisal should specify the stockholder's name and mailing address, the number of shares owned, and that the stockholder is demanding appraisal of his, her or its shares. A vote against the adoption of the merger agreement will not, in and of itself, constitute a demand for appraisal.

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        All written demands for appraisal of shares of Stewart common stock must be mailed or delivered to Stewart's Corporate Secretary at Stewart's principal executive offices at 1980 Post Oak Boulevard, Suite 800 Houston, Texas 77056, Attention: Corporate Secretary, prior to the vote on the adoption of the merger agreement.

        If you wish to exercise your appraisal rights, you must be the record holder of such shares of Stewart common stock continuously through the effective time of the merger. Accordingly, a stockholder who is the record holder of shares of Stewart common stock on the date the written demand for appraisal is made, but who thereafter transfers such shares prior to the effective time of the merger, will lose any right to appraisal in respect of such shares. If you hold shares of Stewart in "street name" and wish to exercise your appraisal rights, you are not the record holder and must direct your broker, bank, trustee or other nominee to comply with the rules outlined in this section.

        Within 120 days after the effective time of the merger, but not thereafter, any stockholder who has complied with the required conditions of Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on FNF (in the case of a petition filed by a stockholder), demanding a determination of the fair value of the shares held by all dissenting stockholders. If no such petition is filed, appraisal rights will cease, and all dissenting stockholders will become entitled to receive payment of the applicable per share merger consideration, as provided in the merger agreement, without interest. Neither FNF nor Stewart is under any obligation, and they have no intention, to file a petition with respect to appraisal of the fair value of the shares. Accordingly, if you wish to exercise your appraisal rights, you should regard it as your obligation to take all steps necessary to perfect your appraisal rights in the manner prescribed in Section 262 of the DGCL.

        Within 120 days after the effective time of the merger, any stockholder who has complied with the provisions of Section 262 of the DGCL will be entitled, upon written request, to receive from Merger Sub II, as the surviving corporation in the second merger, a statement setting forth the aggregate number of shares of common stock of Stewart with respect to which demands for appraisal were received by Stewart, and the aggregate number of holders of such shares. Such written statement must be mailed to the stockholder within ten days after the written request therefor has been received by Merger Sub II or within ten days after expiration of the period for delivery of appraisal demands, whichever is later. A person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may, in such person's own name, file an appraisal petition or request from Merger Sub II the statement described in this paragraph.

        If a petition for an appraisal is timely filed and a copy thereof served upon Merger Sub II, as the surviving corporation in the second merger, Merger Sub II will then be obligated, within 20 days, to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded appraisal of their shares and with whom agreements as to the value of their shares have not been reached. After notice to the stockholders as required by the Delaware Court of Chancery, the Delaware Court of Chancery is empowered to conduct a hearing on such petition to determine those stockholders who have complied with Section 262 of the DGCL and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the stockholders who demanded appraisal rights of the shares of common stock of Stewart to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceeding; and if any stockholder fails to comply with such direction, the Delaware Court of Chancery may dismiss the proceedings as to such stockholder.

        After the Delaware Court of Chancery determines which stockholders are entitled to appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery shall determine the fair value of the shares exclusive of any element

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of value arising from the accomplishment or expectation of the merger. If you are considering seeking appraisal, you should be aware that the fair value of your shares as determined under Section 262 of the DGCL could be more than, the same as or less than the per share merger consideration you are entitled to receive pursuant to the merger agreement if you did not seek appraisal of your shares and that investment banking opinions as to the fairness from a financial point of view of the per share merger consideration payable in a merger are not necessarily opinions as to fair value under Section 262 of the DGCL. In determining "fair value" of shares, the Delaware Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court has stated that such factors include "market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or which could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation." In Weinberger, the Delaware Supreme Court stated, among other things, that "proof of value by any techniques or methods generally considered acceptable in the financial community and otherwise admissible in court" should be considered in an appraisal proceeding. In addition, the Delaware Court of Chancery has decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenter's exclusive remedy.

        The Delaware Court of Chancery will direct the payment of the fair value of the shares of common stock of Stewart to dissenting stockholders entitled thereto. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective time of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between effective time of the merger and the date of payment of the judgment. The costs of the action (which do not include attorneys' or expert fees or expenses) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable. Upon application by a stockholder, the Delaware Court of Chancery may order that all or a portion of the expenses incurred by any stockholder in connection with an appraisal, including without limitation reasonable attorneys' fees and the fees and expenses of experts utilized in the appraisal proceeding, be charged pro rata against the value of all of the shares entitled to appraisal. In the absence of such determination or assessment, each party bears its own expenses.

        Any stockholder who has duly demanded and perfected an appraisal in compliance with Section 262 of the DGCL will not, from and after the effective time of the merger, be entitled to vote his, her or its shares for any purpose or be entitled to the payment of dividends or other distributions thereon, except dividends or other distributions payable to holders of record of shares of common stock of the merger as of a date prior to the effective time of the merger.

        At any time within 60 days after the effective time of the merger, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party will have the right to withdraw his, her or its demand for appraisal and to accept the applicable per share merger consideration, as set forth in the merger agreement, for his, her or its shares pursuant to the merger agreement by delivering a written withdrawal of such demand to Merger Sub II, as the surviving corporation in the second merger. After this period, a stockholder may withdraw his, her or its demand for appraisal and receive the applicable per share merger consideration, as set forth in the merger agreement, for his, her or its shares pursuant to the merger agreement only with the written consent of Merger Sub II. If no petition for appraisal is filed with the Delaware Court of Chancery within 120 days after the effective time of the merger, stockholders' rights to appraisal will cease, and all stockholders will be entitled to receive the applicable per share merger consideration, as set forth in the merger agreement, for his, her or its shares pursuant to the merger agreement, as if such stockholders had not demanded appraisal of his, her or its shares. No petition timely filed in the Delaware Court of Chancery demanding appraisal will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned on such terms as

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the Delaware Court of Chancery deems just; provided, however, that any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the per share merger consideration, as set forth in the merger agreement, within 60 days after the effective time of the merger.

        If you properly demand appraisal of your shares of Stewart common stock of under Section 262 of the DGCL and you fail to perfect, or effectively withdraw or lose, your right to appraisal, as provided in the DGCL, your shares will be converted into the right to receive the applicable per share merger consideration, as set forth in the merger agreement, with respect to such shares. If you fail to perfect, or effectively withdraw or lose, your right to appraisal, as provided in the DGCL, following the date upon which the form of elections of merger consideration must be delivered, your shares shall be treated as if they had been converted into and become exchangeable for the right to receive the mixed election consideration.

        You will fail to perfect, or effectively lose or withdraw, your right to appraisal if, among other things, no petition for appraisal is filed within 120 days after the effective time of the merger, or if you deliver to Stewart a written withdrawal of your demand for appraisal. Any such attempt to withdraw an appraisal demand more than 60 days after the effective time of the merger will require the written approval of Merger Sub II, as the surviving corporation in the second merger.

        If a holder of Stewart common stock desires to exercise appraisal rights in accordance with Section 262, such stockholder must not vote in favor of the merger proposal and must strictly comply with the procedures set forth in Section 262. Failure to comply with all of the procedures set forth in Section 262 will result in the loss of a stockholder's statutory appraisal rights. In view of the complexity of Section 262, stockholders who wish to dissent from the merger proposal and pursue appraisal rights should consult their legal advisors.

        The foregoing is a brief summary of Section 262 that sets forth the procedures for demanding statutory appraisal rights. This summary is qualified in its entirety by reference to Section 262, a copy of the text of which is attached hereto as Annex C.

Litigation Related to the Mergers

        There is currently no litigation related to the mergers.

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THE MERGER AGREEMENT

        The following describes the material provisions of the merger agreement, which is attached as Annex A to this proxy statement/prospectus and incorporated by reference herein. The description in this section and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. FNF and Stewart encourage you to carefully read the merger agreement in its entirety before making any decisions regarding the mergers, including approval of the merger agreement proposal, as it is the legal document governing the mergers.

        The merger agreement and this summary of its terms have been included to provide you with information regarding the terms of the merger agreement. Factual disclosures about FNF, Stewart or any of their respective subsidiaries or affiliates contained in this proxy statement/prospectus or their respective public reports filed with the SEC may supplement, update or modify the factual disclosures about FNF, Stewart or their respective subsidiaries or affiliates contained in the merger agreement and described in this summary. The representations, warranties and covenants made in the merger agreement by FNF and Stewart were qualified and subject to important limitations agreed to by FNF and Stewart in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of allocating risk between the parties to the merger agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC and in some cases were qualified by confidential disclosures that were made by each party to the other, which disclosures are not reflected in the merger agreement or otherwise publicly disclosed. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the merger agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement/prospectus. For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone.

The Mergers

        The merger agreement provides that, on the terms and subject to the conditions set forth in the merger agreement and in accordance with the DGCL, at the effective time, Merger Sub I, a Delaware corporation and newly formed subsidiary of FNF, will merge with and into Stewart. Then, at the subsequent effective time, Stewart will merge with and into Merger Sub II, a Delaware limited liability company and newly formed subsidiary of FNF. Following the subsequent effective time, the separate corporate existence of Stewart will cease, and Merger Sub II will continue as the surviving entity as a direct wholly-owned subsidiary of FNF.

Merger Consideration

        If the mergers are completed, each share of Stewart common stock issued and outstanding immediately prior to the effective time (other than shares owned by Stewart, its subsidiaries, FNF or the Merger Subs and shares in respect of which appraisal rights have been properly exercised and perfected under Delaware law) will be converted into the right to receive, at the election of the holder of such share, but subject to proration and adjustment (as described below), one of the following:

(1)

$50.00 in cash for the cash election consideration;



(2)

1.2850 shares of FNF common stock for the stock election consideration; or



(3)

$25.00 in cash and 0.6425 shares of FNF common stock for the mixed election consideration.

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        Holders of Stewart common stock who do not make an election will receive the mixed election consideration.

        The final amount of merger consideration that you will receive will not be known at the time you vote on the adoption of the merger agreement or make an election because it is dependent on whether or not the combined company is required to divest assets or businesses in order to receive required regulatory approvals. For further information on the procedures for adjustment and proration, see the sections entitled "The Merger Agreement—Efforts to Complete the Mergers—Divestitures and Triggering Divestiture," "The Mergers—Procedures for Election—Adjustment Procedures" and "The Mergers—Procedures for Election—Proration Procedures". At the effective time, all shares of Stewart common stock (other than shares owned by Stewart, its subsidiaries, FNF or the Merger Subs) will no longer be outstanding and will automatically be cancelled and retired and cease to exist.

        Under the terms of the merger agreement, if the combined company is required to divest assets or businesses with 2017 annual revenues in excess of $75 million in order to receive required regulatory approvals (up to a cap of $225 million of 2017 annual revenues), the per share purchase price will be adjusted downwards on a sliding scale between such amounts of divestitures up to a maximum reduction of $4.50 in value in the event that businesses or assets with 2017 annual revenues of $225 million are divested, with such adjustment to consist of (i) in the case shares of Stewart common stock with respect to which cash election consideration has been elected, a reduction of the amount of cash paid in respect of each share, (ii) in the case shares of Stewart common stock with respect to which stock election consideration has been elected, a reduction in the exchange ratio based on the parent share price, and (iii) in the case of shares of Stewart common stock with respect to which mixed election consideration has been elected, a reduction in both the amount of cash and the exchange ratio to be paid to the holders of such shares, with 50% of the aggregate value of such reduction to consist of a reduction of the cash consideration and 50% of the aggregate value of such reduction to consist of a reduction in the exchange ratio based on the Parent share price. For further information regarding the calculation of the amount of 2017 annual revenues generated by any asset or business that is divested in order to receive regulatory approvals, see the section entitled "The Merger Agreement—Efforts to Complete the Mergers—Divestitures and Triggering Divestiture." For further information regarding the adjustments that may be made to the merger consideration as a result of such divestitures, see "The Mergers—Procedures for Election—Adjustment Procedures" and "The Mergers—Procedures for Election—Proration Procedures."

        Prior to closing and promptly following the final determination of the businesses or assets, if any, that are required to be divested in order to receive the required regulatory approvals, FNF will reasonably determine the amount of 2017 annual revenues generated by such businesses or assets to be divested, and will provide Stewart with a notice setting forth in reasonable detail the basis for calculation of the amount representing such divested 2017 annual revenues, together with a breakdown that specifies (i) the amount of such divested revenues generated by each such business or asset that is to be divested and (ii) the amount of revenues generated by each competitive business or asset during the 2017 fiscal year (i.e., as between Stewart and FNF) that is to be retained. If Stewart wishes to dispute any amount proposed by FNF in the notice, the parties will resolve any such dispute in accordance with the dispute mechanisms set forth in the merger agreement. The amounts set forth in the notice and agreed by the parties will be used to determine if the 2017 annual revenues generated by businesses or assets divested is greater the $75 million, and accordingly, whether the per share purchase price will be adjusted to account for such divestitures in excess of $75 million (subject to a cap of $225 million) as described above. For further information regarding an adjustment that may be made to the merger consideration as a result of such divestitures, see "The Mergers—Procedures for Election—Adjustment Procedures."

        There can be no assurance that a divestiture or divestitures of businesses and assets in excess of $75 million in 2017 annual revenues will not occur, and accordingly there can be no assurance that

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holders of Stewart common stock will receive (i) for those who make a cash election, $50.00 per share in cash instead of an amount less than $50.00 per share in cash (but in any case, no less than $45.50 per share in cash), (ii) for those who make a stock election, an amount of FNF common stock equal to 1.2850 shares of FNF common stock per share of Stewart common stock instead of an amount of FNF common stock less than 1.2850 shares of FNF common stock per share of Stewart common stock calculated based on a reduced exchange ratio for the number of shares of FNF common stock per share of Stewart common stock or (iii) for those who make a mixed election, $25.00 per share in cash and an amount of FNF common stock equal to 0.6425 shares of FNF common stock per share of Stewart common stock instead of an amount less than $25.00 per share in cash and an amount of FNF common stock less than 0.6425 shares of FNF common stock per share of Stewart common stock calculated based on a reduced exchange ratio for the number of shares of FNF common stock per share of Stewart common stock, as applicable. See the sections entitled "The Mergers—Regulatory Approvals" and "The Merger Agreement—Efforts to Complete the Mergers."

        As described above, the merger consideration that each holder of Stewart common stock will receive will ultimately depend on several factors, including whether either the cash election consideration or the stock election consideration is oversubscribed (i.e., the choices other holders of Stewart common stock have made with respect to what type of consideration they would like to receive pursuant to the merger agreement) and the amount of assets and businesses and the corresponding amount of 2017 annual revenues generated by such assets or businesses that are to be divested in order to receive the required regulatory approvals. In addition, to the extent that Stewart stockholders receive FNF common stock as consideration pursuant to the transactions contemplated by the merger agreement (whether by virtue of electing to receive stock consideration or mixed consideration, or receiving stock consideration after making a cash election and the cash election consideration is oversubscribed), because the exchange ratio was fixed at the time the merger agreement was executed and because the market value of FNF common stock will fluctuate during the pendency of the transactions, Stewart stockholders cannot be sure of the value of the merger consideration they elect to receive relative to the value of the shares of Stewart common stock that they are exchanging. For example, for Stewart stockholders receiving FNF common stock as part of the merger consideration, decreases in the market value of FNF common stock will negatively affect the value of the merger consideration that they receive, and increases in the market value of Stewart common stock may mean that the merger consideration that they receive will be worth less than the market value of the shares of Stewart common stock such stockholders are exchanging. See "Risk Factors—Risk Factors Relating to the Mergers—Because the exchange ratio is fixed and because the market price of FNF common stock and Stewart common stock will fluctuate, Stewart stockholders receiving FNF common stock as part of the merger consideration cannot be sure of the market value of such merger consideration relative to the value of their shares of Stewart common stock that they are exchanging." Stewart stockholders are urged to obtain current market quotations for FNF common stock when they make their elections. FNF common stock is traded on the NYSE under the trading symbol "FNF".

        With respect to stock consideration to be issued pursuant to the merger agreement, FNF will not issue fractional shares of FNF common stock. Instead, each Stewart stockholder will be entitled to receive a cash payment in lieu of any fractional shares of FNF common stock it otherwise would have received pursuant to the mergers equal to the product obtained by multiplying (i) the fractional share interest to which such holder would otherwise be entitled by (ii) the closing FNF stock price on the NYSE on the trading day immediately preceding the effective time.

        Neither FNF nor Stewart is making any recommendation as to whether Stewart stockholders should make a cash election, stock election, mixed election or no election in the transactions contemplated by the merger agreement. You must make your own decision with respect to such election. No guarantee can be made that you will receive the amount of cash consideration or stock consideration you elect. As a result of the adjustment and proration procedures and other limitations

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described in this proxy statement/prospectus and in the merger agreement, you may receive stock consideration or cash consideration in amounts that are different from the amounts you elect to receive. Because the value of the stock consideration and cash consideration may differ, you may receive consideration having an aggregate value less than that you elected to receive. The tax consequences of the mergers to a particular stockholder will depend on whether such stockholder elects to receive common stock, cash or a mix of common stock and cash, on whether such stockholder's election is effective or must be changed under the proration provisions of the merger agreement, and on many variables which are not within Stewart's and FNF's control. Tax matters are very complicated, and the tax consequences of the mergers to a particular stockholder will depend in part on such stockholder's circumstances. Accordingly, you should consult your tax advisor for a full understanding of the tax consequences of the mergers to you, including the applicability and effect of federal, state, local and foreign income and other tax consequences. For more information, see the section entitled "Summary—Material U.S. Federal Income Tax Consequences of the Mergers."

Adjustments to Prevent Dilution

        In the event that Stewart or FNF changes the number of shares of Stewart common stock or securities convertible or exchangeable into or exercisable for any such shares of Stewart common stock, or FNF changes the number of shares of FNF common stock or securities convertible or exchangeable into or exercisable for any such shares of FNF common stock, respectively, in each case issued and outstanding prior to the effective time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, subdivision, or other similar transaction, the merger consideration will be equitably adjusted to eliminate the effects of such event on the merger consideration.

Effective Time; Closing

        Unless the parties otherwise agree, the closing of the mergers will take place as soon as possible, but in any event no later than two business days after the date the closing conditions to the mergers (other than conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions.

        The merger of Merger Sub I with and into Stewart, with Stewart surviving such merger as a wholly-owned subsidiary of FNF, will become effective at such time as the certificate of merger with respect to such merger is duly filed with the Delaware Secretary of State (or at such later time as may be specified in such certificate of merger). The merger of Merger Sub II with and into Stewart, with Merger Sub II surviving such merger as a wholly-owned subsidiary of FNF, will become effective immediately following the effective time at such time as the certificate of merger with respect to such merger is duly filed with the Delaware Secretary of State (or at such later time as may be agreed to by the parties and specified in such certificate of merger).

Representations and Warranties

        The merger agreement contains representations and warranties by FNF and Stewart. These representations and warranties have been made solely for the benefit of the other parties to the merger agreement and:

•

may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;



•

have been qualified by disclosures that were made to the other parties in connection with the negotiation of the merger agreement, which disclosures may not be reflected in the merger agreement;

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•

may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and



•

were made only as of the date of the merger agreement or such other date or dates as may be specified in the merger agreement and are subject to more recent developments.

        The representations and warranties made by both FNF and Stewart relate to, among other things:

•

due organization, valid existence, good standing and corporate power;



•

corporate authority to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, the merger agreement and the enforceability of the merger agreement;



•

required consents and approvals of governmental entities (including insurance and antitrust filings/approvals) in connection with the transactions contemplated by the merger agreement;



•

absence of conflicts with, or violations of, organizational documents, applicable law and certain contracts as a result of Stewart entering into the merger agreement and consummating the mergers and the other transactions contemplated by the merger agreement;



•

capitalization and indebtedness, including the number of shares of Stewart common stock, stock options and other equity-based awards outstanding;



•

due organization, valid existence, organizational power and ownership of subsidiaries;



•

proper filing of documents with the SEC since January 1, 2016 and the accuracy of the information contained in those documents;



•

conformity with generally accepted accounting principles of Stewart financial statements filed with the SEC since January 1, 2016;



•

accuracy of the information supplied in connection with this proxy statement/prospectus and the registration statement of which it is a part;



•

absence of certain changes or events since December 31, 2017 through the date of the merger agreement;



•

absence of undisclosed material liabilities;



•

compliance with applicable laws and court orders;



•

absence of certain litigation;



•

tax matters;



•

employee benefit matters, including matters related to employee benefit plans;



•

insurance regulatory matters; and



•

brokers and finders.

        Additional representations and warranties made only by Stewart relate to, among other