First American CEO covers taxes via share withholding

First American Financial Corp Chief Executive Officer Mark Edward Seaton reported a routine tax-related share withholding.

Rhea-AI Filing Summary

First American Financial Corp Chief Executive Officer Mark Edward Seaton reported a routine tax-related share withholding. On this Form 4, 2,372 shares of common stock were disposed of at $68.63 per share to cover tax liability tied to vesting restricted stock units, not an open-market sale.

After this withholding, Seaton directly holds about 232,081.098 shares of common stock. His position also includes multiple blocks of unvested restricted stock units that vest in three equal annual installments starting on various anniversaries in 2025, 2026 and 2027, plus shares accumulated through dividend reinvestment and the employee stock purchase plan.

Insider Trade Summary

Exercise Price or Tax Liability: 2,372 shares

Exercise Price or Tax Liability 1 txn

Insider Seaton Mark Edward

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	2,372	$68.63	$163K

Holdings After Transaction: Common Stock — 232,081.098 shares (Direct)

Footnotes (7)

1. F1. Payment of tax liability by withholding securities incident to the vesting of restricted stock units.
2. F2. Includes 7,797 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 21,414 RSUs and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 2/22/2025, the first anniversary of the grant.
3. F3. Includes 20,073 unvested RSUs acquired pursuant to an original grant of 28,606 RSUs and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 2/24/2026, the first anniversary of the grant.
4. F4. Includes 8,802 unvested RSUs acquired pursuant to an original grant of 12,763 RSUs and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 6/20/2026, the first anniversary of the grant.
5. F5. Includes 66,176 unvested RSUs acquired pursuant to an original grant of 65,084 RSUs and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 2/19/2027, the first anniversary of the grant.
6. F6. Includes 533.962 shares acquired through an automatic dividend reinvestment plan administered by the reporting person's broker since the reporting person's last filing made pursuant to Section 16(a) of the Securities Exchange Act of 1934. Fractional share amounts may vary slightly from prior reports due to rounding.
7. F7. Includes 409.299 shares acquired under the issuer's Employee Stock Purchase Plan since the reporting person's last filing made pursuant to Section 16(a) of the Securities Exchange Act of 1934. Fractional share amounts may vary slightly from prior reports due to rounding.

Key Figures

Tax withholding shares: 2,372 shares Withholding price: $68.63 per share Direct holdings after transaction: 232,081.098 shares +5 more

8 metrics

Tax withholding shares 2,372 shares Common stock withheld to cover tax liability

Withholding price $68.63 per share Value used for 2,372 withheld shares

Direct holdings after transaction 232,081.098 shares Common stock held directly by CEO after withholding

Unvested RSUs grant 1 7,797 RSUs From original 21,414 RSUs, vesting in three annual increments from 2/22/2025

Unvested RSUs grant 2 20,073 RSUs From original 28,606 RSUs, vesting in three annual increments from 2/24/2026

Unvested RSUs grant 3 8,802 RSUs From original 12,763 RSUs, vesting in three annual increments from 6/20/2026

Unvested RSUs grant 4 66,176 RSUs From original 65,084 RSUs, vesting in three annual increments from 2/19/2027

Dividend reinvestment shares 533.962 shares Shares acquired via automatic dividend reinvestment

Key Terms

restricted stock units, automatic dividend reinvestment plan, Employee Stock Purchase Plan, Section 16(a) of the Securities Exchange Act of 1934, +1 more

5 terms

restricted stock units financial

"Payment of tax liability by withholding securities incident to the vesting of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

automatic dividend reinvestment plan financial

"Includes 533.962 shares acquired through an automatic dividend reinvestment plan administered by the reporting person's broker"

Employee Stock Purchase Plan financial

"Includes 409.299 shares acquired under the issuer's Employee Stock Purchase Plan since the reporting person's last filing"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

Section 16(a) of the Securities Exchange Act of 1934 regulatory

"since the reporting person's last filing made pursuant to Section 16(a) of the Securities Exchange Act of 1934."

tax liability financial

"Payment of tax liability by withholding securities incident to the vesting of restricted stock units."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did First American Financial (FAF) report?

First American Financial reported that CEO Mark Edward Seaton had 2,372 common shares withheld at $68.63 per share. The withholding covered tax obligations arising from the vesting of restricted stock units rather than representing an open-market sale of shares.

Did the First American (FAF) CEO sell shares in the open market?

The CEO did not execute an open-market sale. Instead, 2,372 shares were withheld by the company to satisfy tax liabilities associated with vesting restricted stock units, a common administrative transaction rather than a discretionary decision to sell shares.

How many First American (FAF) shares does the CEO hold after this filing?

After the tax withholding transaction, CEO Mark Edward Seaton directly holds approximately 232,081.098 shares of First American common stock. This figure reflects his updated ownership following the 2,372-share withholding to cover tax obligations on restricted stock unit vesting.

What unvested RSUs does the First American (FAF) CEO have outstanding?

The CEO holds several unvested restricted stock unit blocks, including 7,797, 20,073, 8,802 and 66,176 RSUs. These awards vest in three equal annual installments beginning on anniversaries in 2025, 2026 and 2027, supporting ongoing equity-based compensation alignment.

How did dividend reinvestment affect the First American (FAF) CEO’s holdings?

The CEO’s position includes 533.962 shares acquired through an automatic dividend reinvestment plan. These shares accumulated since his last Section 16(a) filing and slightly increased his stake as dividends were reinvested into additional First American common stock.

What role does the Employee Stock Purchase Plan play in FAF insider holdings?

Mark Edward Seaton’s holdings include 409.299 shares acquired under First American’s Employee Stock Purchase Plan. This plan allows eligible employees to buy company stock over time, adding to his overall ownership alongside grants and dividend reinvestment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/24/2026 - 07:48 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Seaton Mark Edward

(Last) (First) (Middle)

1 FIRST AMERICAN WAY

(Street)

SANTA ANA CALIFORNIA 92707

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
First American Financial Corp [ FAF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/22/2026		F(1)		2,372	D	$68.63	232,081.098(2)(3)(4)(5)(6)(7)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Payment of tax liability by withholding securities incident to the vesting of restricted stock units.

2. Includes 7,797 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 21,414 RSUs and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 2/22/2025, the first anniversary of the grant.

3. Includes 20,073 unvested RSUs acquired pursuant to an original grant of 28,606 RSUs and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 2/24/2026, the first anniversary of the grant.

4. Includes 8,802 unvested RSUs acquired pursuant to an original grant of 12,763 RSUs and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 6/20/2026, the first anniversary of the grant.

5. Includes 66,176 unvested RSUs acquired pursuant to an original grant of 65,084 RSUs and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 2/19/2027, the first anniversary of the grant.

6. Includes 533.962 shares acquired through an automatic dividend reinvestment plan administered by the reporting person's broker since the reporting person's last filing made pursuant to Section 16(a) of the Securities Exchange Act of 1934. Fractional share amounts may vary slightly from prior reports due to rounding.

7. Includes 409.299 shares acquired under the issuer's Employee Stock Purchase Plan since the reporting person's last filing made pursuant to Section 16(a) of the Securities Exchange Act of 1934. Fractional share amounts may vary slightly from prior reports due to rounding.

	/s/ Stacy S. Rust, Attorney-in-Fact for Mark E. Seaton	06/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)