First American (NYSE: FAF) legal chief sells 5,823 shares in open market

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

First American Financial Corp insider Lisa W. Cornehl, the company’s SVP and Chief Legal Officer, sold 5,823 shares of common stock in an open-market transaction. The shares were sold on May 5, 2026 at a weighted average price of $68.627 per share.

After this sale, she directly owns about 29,635 shares of First American common stock. This total includes several blocks of unvested Restricted Stock Units (RSUs), such as 2,437 RSUs vesting in three annual installments beginning February 22, 2025, 6,566 RSUs vesting from February 24, 2026, 886 RSUs vesting from June 20, 2026, and 12,176 RSUs vesting from February 19, 2027.

Insider Trade Summary

Net Seller: 5,823.468 shares ($399,647)

Net Sell 1 txn

Insider Cornehl Lisa W

Role SVP, Chief Legal Officer

Sold 5,823.468 shs ($400K)

Type	Security	Shares	Price	Value
Sale	Common Stock	5,823.468	$68.627	$400K

Holdings After Transaction: Common Stock — 29,635.492 shares (Direct, null)

Footnotes (1)

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.61 to $68.70, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. Includes 2,437 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 6,734 RSUs and shares acquired through automatic dividend reinvestment, which vest in three equal annual increments commencing 2/22/2025, the first anniversary of the grant. Includes 6,566 unvested RSUs acquired pursuant to an original grant of 9,432 RSUs and shares acquired through automatic dividend reinvestment, which vest in three equal annual increments commencing 2/24/2026, the first anniversary of the grant. Includes 886 unvested RSUs acquired pursuant to an orignal grant of 865 RSUs and shares acquired through automatic dividend reinvestment, which vest in three equal annual increments commencing 6/20/2026, the first anniversary of the grant. Includes 12,176 unvested RSUs acquired pursuant to an original grant of 12,076 RSUs and shares acquired through automatic dividend reinvestment, which vest in three equal annual increments commencing 2/19/2027, the first anniversary of the grant.

Key Figures

Shares sold: 5,823.468 shares Weighted average sale price: $68.627 per share Shares owned after sale: 29,635.492 shares +4 more

7 metrics

Shares sold 5,823.468 shares Open-market sale of common stock on May 5, 2026

Weighted average sale price $68.627 per share Multiple transactions between $68.61 and $68.70

Shares owned after sale 29,635.492 shares Direct ownership following reported transaction

Unvested RSUs grant 1 2,437 RSUs Vest in three annual increments starting February 22, 2025

Unvested RSUs grant 2 6,566 RSUs Vest in three annual increments starting February 24, 2026

Unvested RSUs grant 3 886 RSUs Vest in three annual increments starting June 20, 2026

Unvested RSUs grant 4 12,176 RSUs Vest in three annual increments starting February 19, 2027

Key Terms

Restricted Stock Units ("RSUs"), weighted average price, automatic dividend reinvestment, open-market sale, +1 more

5 terms

Restricted Stock Units ("RSUs") financial

"Includes 2,437 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

weighted average price financial

"The price reported is a weighted average price. These shares were sold in multiple transactions"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

automatic dividend reinvestment financial

"and shares acquired through automatic dividend reinvestment, which vest in three equal annual increments"

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

unvested RSUs financial

"Includes 12,176 unvested RSUs acquired pursuant to an original grant of 12,076 RSUs"

Form 4 Insider Transactions: What Each Field Means →

05/07/2026 - 05:28 PM

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^*

Cornehl Lisa W

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Chief Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/05/2026		S		5,823.468	D	$68.627⁽¹⁾	29,635.492⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.61 to $68.70, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

2. Includes 2,437 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 6,734 RSUs and shares acquired through automatic dividend reinvestment, which vest in three equal annual increments commencing 2/22/2025, the first anniversary of the grant.

3. Includes 6,566 unvested RSUs acquired pursuant to an original grant of 9,432 RSUs and shares acquired through automatic dividend reinvestment, which vest in three equal annual increments commencing 2/24/2026, the first anniversary of the grant.

4. Includes 886 unvested RSUs acquired pursuant to an orignal grant of 865 RSUs and shares acquired through automatic dividend reinvestment, which vest in three equal annual increments commencing 6/20/2026, the first anniversary of the grant.

5. Includes 12,176 unvested RSUs acquired pursuant to an original grant of 12,076 RSUs and shares acquired through automatic dividend reinvestment, which vest in three equal annual increments commencing 2/19/2027, the first anniversary of the grant.

	/s/ Stacy S. Rust, attorney-in fact for Lisa W. Cornehl	05/07/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did First American (FAF) report for Lisa W. Cornehl?

Lisa W. Cornehl, SVP and Chief Legal Officer of First American, sold 5,823 shares of common stock in an open-market transaction on May 5, 2026. This filing details the sale and her remaining direct share ownership, including unvested RSUs with future vesting dates.

How many First American (FAF) shares did Lisa Cornehl sell and at what price?

She sold 5,823 shares of First American common stock at a weighted average price of $68.627 per share. Footnotes state the sale occurred through multiple trades in a price range from $68.61 to $68.70, with full trade-by-trade details available on request.

How many First American (FAF) shares does Lisa Cornehl own after the sale?

After the reported transaction, Lisa Cornehl directly owns 29,635 shares of First American common stock. This figure includes both vested shares and several tranches of unvested Restricted Stock Units that will vest over multiple future years, subject to the stated schedules.

What unvested RSUs does Lisa Cornehl hold in First American (FAF)?

Her holdings include 2,437 unvested RSUs from a 6,734-unit grant, 6,566 from a 9,432-unit grant, 886 from an 865-unit grant, and 12,176 from a 12,076-unit grant. These RSUs also reflect shares from automatic dividend reinvestment, with each grant vesting over three annual installments.

When will Lisa Cornehl’s First American (FAF) RSUs vest?

Her RSUs vest in three equal annual installments, starting on February 22, 2025, February 24, 2026, June 20, 2026, and February 19, 2027, respectively. Each vesting start date is the first anniversary of the original grant date disclosed for that particular RSU award.

Was the First American (FAF) insider sale by Lisa Cornehl a single trade or multiple trades?

The filing reports a weighted average sale price, and a footnote explains the shares were sold in multiple transactions. These trades occurred within a price range of $68.61 to $68.70 per share, with full breakdowns available to interested parties upon request.