Director Dennis Gilmore receives 2,418 FAF shares in equity grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

First American Financial Corp director Dennis J. Gilmore reported an equity award of 2,418 shares of common stock on February 19, 2026. The shares were acquired at a price of $0.0000 per share as a grant or award, bringing his directly held total to 475,622 shares.

The filing also notes indirect ownership of 2,343.023 shares held through a 401(k) Plan Trust, reflecting contributions, purchases, and dividend reinvestment activities. Footnotes show additional unvested restricted stock units scheduled to vest on February 24, 2026, June 20, 2026, and February 19, 2027.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider GILMORE DENNIS J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,418	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 475,622 shares (Direct); Common Stock — 2,343.023 shares (Indirect, By 401(k) Plan Trust)

Footnotes (1)

Includes 2,609 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 2,522 RSUs and shares acquired through automatic dividend reinvestment, vesting 2/24/2026, the first anniversary of the grant. Includes 13,201 unvested RSUs acquired pursuant to an original grant of 12,980 RSUs and shares aquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 6/20/2026, the first anniversary of the grant. Includes 2,418 unvested RSUs acquired pursuant to a grant vesting 2/19/2027, the first anniversary of the grant. Amount shown consists of shares contributed by issuer as company match, shares purchased for the reporting person's account and shares acquired through automatic reinvestment of dividends paid as reported in most recent account statement in transactions exempt under rules 16a-3(f)(1)(i)(B) and 16b-3(c).

Form 4 Insider Transactions: What Each Field Means →

02/23/2026 - 07:46 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

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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^*

GILMORE DENNIS J

(Last)

(First)

(Middle)

1 FIRST AMERICAN WAY

(Street)

SANTA ANA

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)

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

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)
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	02/19/2026		A		2,418	A	$0	475,622⁽¹⁾⁽²⁾⁽³⁾	D
Common Stock								2,343.023	I	By 401(k) Plan Trust⁽⁴⁾

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. Includes 2,609 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 2,522 RSUs and shares acquired through automatic dividend reinvestment, vesting 2/24/2026, the first anniversary of the grant.

2. Includes 13,201 unvested RSUs acquired pursuant to an original grant of 12,980 RSUs and shares aquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 6/20/2026, the first anniversary of the grant.

3. Includes 2,418 unvested RSUs acquired pursuant to a grant vesting 2/19/2027, the first anniversary of the grant.

4. Amount shown consists of shares contributed by issuer as company match, shares purchased for the reporting person's account and shares acquired through automatic reinvestment of dividends paid as reported in most recent account statement in transactions exempt under rules 16a-3(f)(1)(i)(B) and 16b-3(c).

	/s/ Stacy S. Rust, Attorney-in-Fact for Dennis J. Gilmore	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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did First American Financial (FAF) report for Dennis J. Gilmore?

Dennis J. Gilmore reported receiving a grant of 2,418 shares of First American Financial common stock on February 19, 2026. The shares were acquired at a stated price of $0.0000 per share as a grant or award, increasing his directly held position to 475,622 shares.

How many First American Financial (FAF) shares does Dennis J. Gilmore own after this Form 4?

After the reported award, Dennis J. Gilmore directly owns 475,622 shares of First American Financial common stock. He also has 2,343.023 shares held indirectly through a 401(k) Plan Trust, along with several tranches of unvested restricted stock units scheduled to vest on future dates.

What type of equity award did Dennis J. Gilmore receive from First American Financial (FAF)?

He received an award of 2,418 shares of First American Financial common stock categorized as a grant, award, or other acquisition. Footnotes clarify these are unvested restricted stock units from a grant vesting on February 19, 2027, the first anniversary of the grant date.

What unvested RSUs does Dennis J. Gilmore hold in First American Financial (FAF)?

He holds 2,609 unvested RSUs vesting February 24, 2026, 13,201 unvested RSUs vesting in three equal annual installments starting June 20, 2026, and 2,418 unvested RSUs vesting February 19, 2027. These RSUs arise from original grants plus dividend reinvestment.

How are Dennis J. Gilmore’s indirect First American Financial (FAF) holdings structured?

Indirect holdings total 2,343.023 shares of First American Financial common stock held by a 401(k) Plan Trust. This amount consists of company matching contributions, shares purchased for his account, and shares acquired through automatic dividend reinvestment under exempt transactions.

Does the Form 4 for First American Financial (FAF) show any insider sales by Dennis J. Gilmore?

The Form 4 shows no sales by Dennis J. Gilmore. It reports one acquisition of 2,418 common shares as a grant or award and an updated indirect balance in his 401(k) Plan Trust, with no dispose transactions indicated in the transaction summary.