First American CEO RSU tax share dispositions

First American Financial Corp Chief Executive Officer Mark Edward Seaton reported tax-related share dispositions tied to restricted stock unit vesting.

Rhea-AI Filing Summary

First American Financial Corp Chief Executive Officer Mark Edward Seaton reported tax-related share dispositions tied to restricted stock unit vesting. On February 24, 2026, 5,323 shares of common stock were withheld at $66.34 per share to cover tax liabilities, leaving 231,744.837 shares directly owned afterward.

On February 23, 2026, 7,030 shares were similarly withheld at $67.36 per share, with 237,067.837 shares directly owned after that transaction. Footnotes state these were payments of tax liabilities by withholding securities and detail multiple unvested RSU awards that vest in three equal annual installments starting on specified future anniversaries.

Insider Trade Summary

Exercise Price or Tax Liability: 12,353 shares

Exercise Price or Tax Liability 2 txns

Insider Seaton Mark Edward

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	5,323	$66.34	$353K
Exercise Price or Tax Liability	Common Stock	7,030	$67.36	$474K

Holdings After Transaction: Common Stock — 231,744.837 shares (Direct)

Footnotes (6)

1. F1. Payment of tax liability by withholding securities incident to the vesting of restricted stock units.
2. F2. Includes 7,671 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 29,607 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 12,981 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 65,084 unvested RSUs acquired pursuant to a grant vesting in three equal annual increments commencing 2/19/2027, the first anniversary of the grant.
6. F6. Includes 19,734 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.

FAQ

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

What insider transactions did First American Financial (FAF) report for its CEO?

First American’s CEO Mark Edward Seaton reported two tax-withholding dispositions of common stock linked to restricted stock unit vesting. These transactions used company shares to satisfy tax obligations rather than open-market sales, while Seaton retained a substantial remaining direct ownership position afterward.

How many First American (FAF) shares were disposed of for tax withholding by the CEO?

Mark Edward Seaton had 5,323 shares withheld on February 24, 2026, and 7,030 shares withheld on February 23, 2026. Both were coded as tax-withholding dispositions, meaning the shares covered tax liabilities associated with restricted stock unit vesting events.

At what prices were First American (FAF) shares used for the CEO’s tax-withholding dispositions?

The February 24, 2026 tax-withholding disposition used shares valued at $66.34 each, while the February 23, 2026 transaction used shares valued at $67.36. These prices reflect the value applied when shares were withheld to satisfy tax obligations from restricted stock unit vesting.

How many First American (FAF) shares did the CEO hold after these tax-related transactions?

After the February 23, 2026 tax-withholding disposition, Mark Edward Seaton directly owned 237,067.837 shares of common stock. Following the February 24, 2026 transaction, his direct ownership stood at 231,744.837 shares, according to the reported post-transaction share balances in the Form 4 data.

What do the footnotes reveal about the CEO’s restricted stock units at First American (FAF)?

Footnotes describe several unvested restricted stock unit grants, including tranches of 7,671, 29,607, 12,981, 65,084, and 19,734 RSUs. These awards vest in three equal annual increments, beginning on specified first-anniversary dates such as February 22, 2025 and February 24, 2026.

Were the CEO’s First American (FAF) transactions open-market sales or tax-withholding events?

The transactions were tax-withholding dispositions, coded “F” and described as payment of tax liability by withholding securities incident to restricted stock unit vesting. This indicates shares were retained by the company to cover taxes, rather than being sold in the open market.

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

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Accepted by SEC EDGAR 02/25/2026 - 07:47 PM 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 CA 92707

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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

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

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

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	02/23/2026		F(1)		7,030	D	$67.36	237,067.837(2)(3)(4)(5)	D
Common Stock	02/24/2026		F(1)		5,323	D	$66.34	231,744.837(2)(4)(5)(6)	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 7,671 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 29,607 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 12,981 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 65,084 unvested RSUs acquired pursuant to a grant vesting in three equal annual increments commencing 2/19/2027, the first anniversary of the grant.

6. Includes 19,734 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.

	/s/ Stacy S. Rust, Attorney-in-Fact for Mark E. Seaton	02/25/2026
	** 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).
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