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First American (NYSE: FAF) CFO sees 619 shares withheld to cover RSU taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

First American Financial Corp EVP and CFO Matthew F. Wajner reported a routine tax-withholding share disposition. On this Form 4, 619 shares of common stock were withheld on 2026-06-22 at $68.63 per share to cover tax obligations tied to restricted stock unit vesting.

After this withholding, he directly holds 52,997 shares of common stock. Footnotes show additional unvested Restricted Stock Units that vest over time, including 1,075, 2,539, 2,297 and 16,480 RSUs from prior grants that vest in three equal annual installments starting in 2025, 2026 and 2027.

Positive

  • None.

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  • None.
Insider Wajner Matthew F.
Role EVP, Chief Financial Officer
Type Security Shares Price Value
Tax Withholding Common Stock 619 $68.63 $42K
Holdings After Transaction: Common Stock — 52,997 shares (Direct, null)
Footnotes (1)
  1. Payment of tax liability by withholding securities incident to the vesting of restricted stock units. Includes 1,075 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 2,933 RSUs and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 2/22/2025, the first anniversary of the grant. Includes 2,539 unvested RSUs acquired pursuant to an original grant of 3,616 RSUs and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 2/24/2026, the first anniversary of the grant. Includes 2,297 unvested RSUs acquired pursuant to an original grant of 3,331 RSUs and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 6/20/2026, the first anniversary of the grant. Includes 16,480 unvested RSUs acquired pursuant to an original grant of 16,210 RSUs and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 2/19/2027, the first anniversary of the grant.
Tax-withheld shares 619 shares Withheld on 2026-06-22 for tax liability on RSU vesting
Withholding price $68.63 per share Price used for 619-share tax-withholding disposition
Shares held after transaction 52,997 shares Direct common stock holdings after tax withholding
Unvested RSUs grant 1 1,075 RSUs Unvested from original 2,933 RSUs, vesting from 02/22/2025 in 3 annual increments
Unvested RSUs grant 2 2,539 RSUs Unvested from original 3,616 RSUs, vesting from 02/24/2026 in 3 annual increments
Unvested RSUs grant 3 2,297 RSUs Unvested from original 3,331 RSUs, vesting from 06/20/2026 in 3 annual increments
Unvested RSUs grant 4 16,480 RSUs Unvested from original 16,210 RSUs, vesting from 02/19/2027 in 3 annual increments
Restricted Stock Units financial
"Includes 1,075 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 2,933 RSUs"
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.
tax liability financial
"Payment of tax liability by withholding securities incident to the vesting of restricted stock units."
dividend reinvestment financial
"and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments"
Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.
vesting financial
"vesting in three equal annual increments commencing 2/22/2025, the first anniversary of the grant."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Wajner Matthew F.
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Chief Financial 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/22/2026F(1)619D$68.6352,997(2)(3)(4)(5)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 1,075 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 2,933 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 2,539 unvested RSUs acquired pursuant to an original grant of 3,616 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 2,297 unvested RSUs acquired pursuant to an original grant of 3,331 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 16,480 unvested RSUs acquired pursuant to an original grant of 16,210 RSUs and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 2/19/2027, the first anniversary of the grant.
/s/ Stacy S. Rust, attorney-in-fact for Matthew F. Wajner06/24/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did FAF CFO Matthew Wajner report on this Form 4?

Matthew F. Wajner reported a tax-withholding disposition of 619 shares of First American Financial common stock. The shares were withheld to cover tax liabilities arising from restricted stock unit vesting, rather than an open-market sale, making this a routine compensation-related transaction.

How many FAF shares does the CFO hold after the reported Form 4 transaction?

After the tax-withholding disposition, CFO Matthew F. Wajner directly holds 52,997 shares of First American Financial common stock. This figure reflects his remaining equity position following the withholding of 619 shares to satisfy tax obligations linked to restricted stock unit vesting.

Was the FAF CFO’s Form 4 transaction an open-market sale of shares?

No, the Form 4 shows a tax-withholding disposition coded “F,” not an open-market sale. The 619 shares were withheld by the issuer at a price of $68.63 per share to pay tax liabilities associated with the vesting of restricted stock units granted as part of compensation.

What restricted stock units (RSUs) are reported for the FAF CFO in this filing?

The filing notes several unvested RSU positions: 1,075, 2,539, 2,297 and 16,480 RSUs from prior grants. These RSUs vest in three equal annual increments beginning on anniversaries in 2025, 2026 and 2027, and include shares from automatic dividend reinvestment programs.

How many FAF shares were withheld for tax purposes in the CFO’s Form 4?

A total of 619 shares of First American Financial common stock were withheld for tax purposes. The withholding occurred at a price of $68.63 per share and was associated with the vesting of restricted stock units, as described in the Form 4 transaction and accompanying footnote.

What does transaction code “F” mean in the FAF CFO’s Form 4 filing?

Transaction code “F” indicates payment of an exercise price or tax liability by delivering securities. In this case, 619 First American Financial shares were withheld to satisfy tax obligations on restricted stock unit vesting, rather than reflecting a discretionary purchase or sale in the open market.