First American (NYSE: FAF) officer reports tax-withholding share disposition on RSU vesting

Rhea-AI Filing Summary

First American Financial Corp VP & Chief Accounting Officer Steven A. Adams reported a tax-related share disposition. On this Form 4, 1,190 shares of common stock were withheld at $67.22 per share to satisfy tax liability upon vesting of restricted stock units, leaving him with 10,645.893 directly owned shares.

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

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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^*

Adams Steven A

(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)
	VP & Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		F(1)		1,190	D	$67.22	10,645.893(2)(3)(4)	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 549 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 1,889 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 2/22/2023, the first anniversary of the grant.

3. Includes 1,758 unvested RSUs acquired pursuant to an original grant of 2,456 RSUs and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 2/22/2025, the first anniversary of the grant.

4. Includes 3,207 unvested RSUs acquired pursuant to an original grant of 3,103 RSUs and shares acquired thorugh 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 Steven A. Adams	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did First American Financial (FAF) report for Steven A. Adams?

Steven A. Adams reported a tax-withholding disposition of 1,190 shares of First American Financial common stock. The shares were withheld to cover taxes due on the vesting of restricted stock units, rather than sold in an open-market transaction.

Was the First American Financial (FAF) Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld by the company at $67.22 per share to satisfy Adams’ tax liability when restricted stock units vested, which is a routine administrative transaction.

How many FAF shares were involved in Steven A. Adams’ tax-withholding transaction?

The filing reports 1,190 shares of First American Financial common stock withheld. These shares were used to pay tax obligations tied to the vesting of restricted stock units, as indicated by the transaction code F and the accompanying footnote description.

How many First American Financial (FAF) shares does Steven A. Adams hold after the Form 4 transaction?

After the tax-withholding disposition, Adams directly owns 10,645.893 shares of First American Financial common stock. This total includes vested shares and certain unvested restricted stock units that continue to vest over future annual increments under prior RSU grants.

What do the restricted stock unit (RSU) footnotes in the FAF Form 4 indicate?

The footnotes explain that Adams holds several blocks of unvested RSUs from prior grants, which vest in equal annual installments starting on specific February dates. They also note additional shares accumulated through automatic dividend reinvestment tied to those RSU awards.