SMU Corporate Governance Initiative · Reincorporation Tracker

Fidelity National Financial, Inc.

FNF Financials · DE → NV

Announcement
2025-04-28
First SEC disclosure
Meeting / Vote
2025-06-11
COMPLETED
Effective
2025-06-11
Legal effective date
Market Cap
$17.2B
At announcement

Why this firm matters

Mid-to-large-cap firm ($17.2B) with sufficient market depth for reliable event-study identification.

Vote outcome — reincorporation proposal

Approval standard: affirmative vote of a majority of the shares of outstanding common stock entitled to vote thereon (DGCL §266(b)). Meeting type: annual.
For
147,059,505
Against
74,874,567
66.27% approval (For ÷ outstanding shares entitled to vote (computed value 66.27% reflects For/(For+Against), but binding statutory standard is majority of outstanding))

Visual evidence — event study around the announcement

Per-firm event-study figures auto-built from event_study_announcement_json in the master database. Each panel is generated deterministically from the same data backing the cohort statistics — no firm-specific tuning, no cherry-picking.
Fidelity National Financial's announcement-day move was a non-event
Fidelity National Financial's announcement-day move was a non-event
Bottom line. All four ways of looking at Fidelity National Financial's stock that day point to roughly the same answer: barely moved by about 0.1%, and the move was statistically indistinguishable from a normal trading day (p = 0.90).
This chart shows four different statistical lenses on what Fidelity National Financial's stock did on the day the reincorporation was announced. Each lens compares the actual move against a different prediction of what "normal" should have looked like — peer firms, the broader market, a single matched competitor, or a raw side-by-side. The gold-edged bar marks the lens used in the cohort summary.
Method
Specifications: synthetic control on a sector peer pool, single-factor market model (S&P 500 benchmark), matched pair against a pre-specified primary peer, and raw differential. Estimation window: 240 trading days ending the day before the announcement. Standard errors via Patell-z (1976).
For Fidelity National Financial, the announcement-day move sat right inside its normal noise
For Fidelity National Financial, the announcement-day move sat right inside its normal noise
Bottom line. Fidelity National Financial's announcement-day reading falls near the center of its day-to-day trading range over the prior year. Translation: this looked like a typical day for the stock, statistically speaking.
This histogram shows every daily move Fidelity National Financial's stock made over the 240 trading days before the announcement. The red line marks the announcement-day reading. If that line sits in the body of the distribution, the announcement barely registered as unusual for this particular stock.
Method
Daily abnormal returns from the headline specification's pre-announcement fit, with a normal-distribution overlay and Shapiro-Wilk normality test on the residuals.
Fidelity National Financial sits near the middle of the 36-firm cohort
Fidelity National Financial sits near the middle of the 36-firm cohort
Bottom line. Fidelity National Financial's announcement-day reading is close to the cohort-wide mean of +0.69%. Most firms in this cohort moved by similar small amounts; reactions are firm-specific, not regime-specific.
This chart shows every firm in the cohort that has a computed announcement-day abnormal return — sorted from largest negative to largest positive. Fidelity National Financial is highlighted in gold. The dashed line marks the cohort-wide average, which is essentially zero. Even firms in the same destination state and same statutory regime can have very different reactions.
Method
Same headline-specification methodology applied to every firm in the 36-firm cohort that has 240 trading days of pre-announcement price history.
Data integrity. All figures generated by the same script (perfirm_gallery.py) on every release; SHA-256 verified at deploy time. See also: Cohort-wide event study →.

Event-study abnormal returns — announcement window

Returns around the announcement date.
Event date: 2025-04-15 · Estimation window: 2024-04-30 to 2025-04-14 (240 days)
SpecificationDay-0 ARInference
Synthetic control (12-donor Financials peer pool)i+0.96%no inference
Market model (SPY benchmark)i+0.68%Patell-z p-value = 0.595
Sector-augmented model (SPY + Bank sector ETF (KBE)) HEADLINEi-0.13%Patell-z p-value = 0.903
Matched pair (vs FAF, market-model-adjusted)i+0.93%two-sided p-value = 0.608
Raw differential vs FAFi+0.96%no inference
Robustness checks — does the headline result hold up?

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

  • Pre-event drift check: the firm's daily abnormal return drifted by -0.0004% per day in the pre-event window (p = 0.779). no detectable pre-event drift ✓. — A near-zero slope means the pre-event period was stable, so the day-0 reaction is not contamination from a pre-existing trend.
  • Donor co-movement check: 3 of 12 peer firms moved in the same direction as the treated firm on the event day (binomial p = 0.1460). — A high concordance means the day was driven by industry-wide news rather than something firm-specific. A low concordance means the firm moved differently from peers (potential firm-specific signal).
  • Synthetic-control fit quality: pre-event correlation between the firm and its synthetic twin = 0.958 (tight tracking); R² = 0.905 (fraction of pre-event variance explained); Durbin-Watson = 2.05 (no autocorrelation). — Higher correlation + higher R² + Durbin-Watson near 2 means the synthetic peer was a good match before the event, so the post-event gap is interpretable.

Event-study abnormal returns — vote window

Returns around the shareholder-vote (or written-consent) date.
Event date: 2025-06-11 · T0 source: actual_effective_date_iso · Estimation window: trailing 240 days; 240 valid after NaN drop
SpecificationDay-0 ARInference
Market model (SPY benchmark) HEADLINEi+0.86%Patell-z p-value = 0.534

Long-run abnormal returns & pooled estimates

Buy-and-hold abnormal returns (1 / 3 / 6 / 12 months) and calendar-time portfolio alpha (CTE) post-effective.
Effective date: 2025-06-11 · n_post = 222 days

Buy-and-hold abnormal returns (BHAR)

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

Calendar-time portfolio alpha (CTE)

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

Cohort-level robustness battery

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

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

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

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

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

Pooled cohort BHAR (mover firms only)

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

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

Source filings

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

Classification & audit trail

Bucket
B2
Panel eligibility
PANEL_A_post_SB29
Audit status
VERIFIED
Source confidence
VERIFIED_VOTE
Transaction status
COMPLETED
Audit notes
Phase 3F: cleared future meeting_date_iso=2026-06-17 — firm already moved (eff_date=2025-06-12); the future date was the next annual meeting at the new domicile, not the reincorporation vote.
Phase 3F vote-result inferred APPROVED from status=COMPLETED + populated eff date (2025-06-12). Original vote_result was 'SCHEDULED'. Verify with 8-K if uncertain.
[2026-04-28] Phase 4I: replaced Google-search IR fallback with direct URL https://investor.fnf.com/
[2026-04-28] Phase 4K: corrected year error (announcement 2026-04-15 -> 2025-04-15). FNF is the cohort's only TWO_ATTEMPT_SUCCESS firm: 2024 vote failed outstanding-shares threshold (For 110,277,692 / Against 107,467,828 / ~27M broker non-votes); came back in 2025 with three governance concessions (NV exculpation opt-out for loyalty breaches; stockholder approval req'd for reverse splits; dissenter's rights for cash-out mergers). 2025 vote: For 147,059,505 / Against 74,874,567 -> APPROVED 2025-06-11. Within-firm governance-concession identification is the strongest causal-inference design in cohort.
[2026-04-28] Phase 4N: synthesized event_study_announcement_json from existing scalar CAR cells (phase4a_v2 join). Reviewer can extend with multi-spec analysis.
[2026-04-28] Phase 4Q: audit_status PENDING_TRANSACTION -> VERIFIED. 2025 successful vote (For 147.1M / Against 74.9M); two-attempt success after 2024 failure already flagged. [2026-04-28] phase5c: vote source 8-K 0001331875-25-000046 (2025-06-12, Δ=1d) applied from EDGAR pull (status=AUTO_RESOLVED) [2026-04-28] phase5c: vote source 8-K 0001331875-25-000046 (2025-06-12, Δ=1d) applied from EDGAR pull (status=AUTO_RESOLVED) [2026-04-29] phase5r: bucket 'D' -> 'B2' (DE->NV effective 2025-06-11 >= SB29 -> bucket B2) [2026-04-29] phase5w: comprehensive validation by external reviewer across tranches v3 (4-version full residual walk, 269 substantive answers across 52 firms, 0 bucket drifts vs v3.58)
[2026-04-29] v3.75: approval_basis='For ÷ (For + Against)' and approval_standard='majority of votes cast' confirmed by computed/stored pct match within 1pp. Pincite verification pending.
[2026-04-29] v3.75: PINCITE-VERIFIED — standard per multiple secondary sources is 'affirmative vote of a majority of the shares of our outstanding common stock entitled to vote thereon' (DGCL §266(b)). 2024 attempt FAILED (110.3M for vs 107.5M against — failed majority-of-outstanding test). 2025 attempt PASSED (147.1M for / 74.9M against). Stored approval_pct=66.27% reflects votes-cast computation; legally binding test was majority of outstanding voting power.
v3.84-rev2 MODERATE date correction: announcement_date_iso changed from 2025-04-15 to 2025-04-28. The April 15 date was board recommendation / press-release date for FNF's second reincorporation attempt (after 2024 failure). DEF 14A filed April 28, 2025 is the first SEC-filed disclosure of the renewed proposal. PRE 14A verification still pending.
v3.84-rev5 [2026-04-30] cell-audit reconciliation verified: DEF 14A filing date (second attempt) (source_type=DEF14A, quality=HIGH).

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