FAF CEO awarded 65,084-share restricted stock grant

Seaton Mark Edward reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Seaton Mark Edward reported acquisition or exercise transactions in this Form 4 filing.

First American Financial Corp reported that Chief Executive Officer Mark Edward Seaton received an equity grant of 65,084 shares of common stock in the form of restricted stock units on February 19, 2026. The award was granted at no cash purchase price and increases his directly held common stock and RSU-based holdings to 244,097.837 shares.

The new 65,084 unvested RSUs are scheduled to vest in three equal annual installments starting on February 19, 2027, one year after the grant date, aligning Seaton’s compensation with longer-term company performance. Additional footnotes detail several prior unvested RSU grants that vest annually in future years.

Insider Trade Summary

Grant/Award: 65,084 shares

Grant/Award 1 txn

Insider Seaton Mark Edward

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	65,084	$0.00	$0.00

Holdings After Transaction: Common Stock — 244,097.837 shares (Direct)

Footnotes (5)

1. F1. Includes 5,380 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 18,633 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 2/22/2023, the first anniversary of the grant.
2. F2. Includes 15,319 unvested 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.

FAQ

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

What did First American Financial (FAF) disclose about CEO Mark Seaton’s latest equity grant?

First American Financial disclosed that CEO Mark Edward Seaton received a grant of 65,084 restricted stock units on February 19, 2026. The grant was awarded at no cash purchase price and adds to his existing mix of vested and unvested equity awards.

How many First American Financial (FAF) shares does CEO Mark Seaton hold after this Form 4?

After this transaction, CEO Mark Edward Seaton directly holds 244,097.837 shares of First American Financial common stock. This total includes multiple blocks of unvested restricted stock units from current and prior grants, as detailed in the accompanying Form 4 footnotes.

How do the new 65,084 restricted stock units for FAF’s CEO vest over time?

The 65,084 new restricted stock units granted to FAF’s CEO vest in three equal annual installments. Vesting begins on February 19, 2027, which is the first anniversary of the grant date, and continues annually, promoting multi-year alignment with company performance.

What other unvested RSU grants for FAF’s CEO are described in the Form 4 footnotes?

Footnotes describe several prior unvested RSU grants for the CEO, including 5,380, 15,319, 29,607, and 12,981 unvested units. These awards stem from earlier, larger original grants and dividend reinvestments, vesting annually beginning in 2023, 2025, 2026, and 2026, respectively.

Was the FAF CEO’s February 19, 2026 stock grant a market purchase or a compensation award?

The February 19, 2026 transaction was a compensation award, not a market purchase. It is coded as an “A” transaction, described as a grant, award, or other acquisition, with a price per share of $0.0000, reflecting a stock-based incentive rather than a cash investment.

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

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Accepted by SEC EDGAR 02/23/2026 - 08:23 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)
02/19/2026

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	02/19/2026		A		65,084	A	$0	244,097.837(1)(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes 5,380 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 18,633 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 2/22/2023, the first anniversary of the grant.

2. Includes 15,319 unvested 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.

	/s/ Stacy S. Rust, Attorney-in-Fact for Mark E. Seaton	02/23/2026
	** 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.
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