Director at First American (NYSE: FAF) awarded 2,418 RSUs

Rhea-AI Filing Summary

Spence Marsha A reported acquisition or exercise transactions in this Form 4 filing.

First American Financial director Marsha A. Spence received an equity award of 2,418 shares of common stock on February 19, 2026, classified as a grant or award rather than an open-market purchase. The award consists of unvested restricted stock units scheduled to vest on February 19, 2027.

After this grant, Spence held a total of 9,530 shares of common stock, including RSUs. This total includes 2,609 unvested RSUs from a prior grant vesting on February 24, 2026, as well as the 2,418 unvested RSUs from the new grant.

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^*

Spence Marsha 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)

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/19/2026		A		2,418	A	$0	9,530(1)(2)	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 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 2,418 unvested RSUs acquired pursuant to a grant vesting 2/19/2027, the first anniversary of the grant.

	/s/ Stacy S. Rust, Attorney-in-fact for Marsha A. Spence	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.

FAQ

What insider transaction did FAF director Marsha A. Spence report?

Marsha A. Spence reported receiving a grant of 2,418 shares of First American Financial common stock as restricted stock units. The award is classified as a grant or award acquisition, not an open-market purchase, and the units are scheduled to vest on February 19, 2027.

How many FAF shares does Marsha A. Spence hold after this grant?

Following the award, Marsha A. Spence beneficially owns 9,530 shares of First American Financial common stock. This total includes previously granted unvested restricted stock units and the 2,418 new unvested RSUs from the February 19, 2026 equity grant.

When do Marsha A. Spence’s new FAF restricted stock units vest?

The 2,418 unvested restricted stock units granted to Marsha A. Spence are scheduled to vest on February 19, 2027. This vesting date is described as the first anniversary of the grant, reflecting the one-year vesting period for this equity award.

What earlier FAF RSU grant is included in Marsha A. Spence’s holdings?

Spence’s holdings include 2,609 unvested restricted stock units from an earlier First American Financial grant of 2,522 RSUs, plus shares from automatic dividend reinvestment. These RSUs are scheduled to vest on February 24, 2026, the first anniversary of that original grant.

Is Marsha A. Spence’s FAF equity award an open-market stock purchase?

No. The 2,418 First American Financial shares are classified as a grant or award acquisition of restricted stock units. The transaction price per share is listed as zero, reflecting that this is a company equity award rather than a market purchase transaction.

How are dividends treated on Marsha A. Spence’s FAF restricted stock units?

The footnotes state that the 2,609 unvested RSUs from the earlier First American Financial grant include shares acquired through automatic dividend reinvestment. This indicates dividends on those RSUs are reinvested into additional share equivalents before vesting.