First American (NYSE: FAF) VP withholds shares to cover RSU taxes

Rhea-AI Filing Summary

First American Financial VP & Chief Accounting Officer Steven A. Adams reported tax-related share dispositions, not open-market sales. On 2026-02-24, 381 common shares were withheld at $66.3400 per share, and on 2026-02-23, 509 shares were withheld at $67.3600 per share to cover tax liabilities tied to restricted stock unit vesting.

After these transactions, Adams directly owned 13,106.893 common shares. Footnotes state his holdings also include unvested restricted stock units, including 889 RSUs vesting in three annual installments from 2025-02-22, 3,207 RSUs vesting from 2026-02-24, 3,351 RSUs vesting from 2027-02-19, and 2,146 RSUs vesting from 2026-02-24.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Adams Steven A

Role VP & Chief Accounting Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	381	$66.34	$25K
Tax Withholding	Common Stock	509	$67.36	$34K

Holdings After Transaction: Common Stock — 13,106.893 shares (Direct)

Footnotes (1)

1. Payment of tax liability by withholding securities incident to the vesting of restricted stock units. Includes 889 unvested Restricted Stock Units ("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. Includes 3,207 unvested RSUs acquired pursuant to an original grant of 3,103 RSUs and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 2/24/2026, the first anniversary of the grant. Includes 3,351 unvested RSUs acquired pursuant to a grant vesting in three equal annual increments commencing 2/19/2027, the first anniversary of the grant. Includes 2,146 unvested RSUs acquired pursuant to an original grant of 3,103 RSUs and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 2/24/2026, the first anniversary of the grant.

Form 4 Insider Transactions: What Each Field Means →

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^*

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)
02/23/2026

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	02/23/2026		F(1)		509	D	$67.36	13,487.893(2)(3)(4)	D
Common Stock	02/24/2026		F(1)		381	D	$66.34	13,106.893(2)(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. Payment of tax liability by withholding securities incident to the vesting of restricted stock units.

2. Includes 889 unvested Restricted Stock Units ("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.

3. Includes 3,207 unvested RSUs acquired pursuant to an original grant of 3,103 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 3,351 unvested RSUs acquired pursuant to a grant vesting in three equal annual increments commencing 2/19/2027, the first anniversary of the grant.

5. Includes 2,146 unvested RSUs acquired pursuant to an original grant of 3,103 RSUs and shares acquired through 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	02/25/2026
	** 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).
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FAQ

What insider transactions did Steven A. Adams report at First American Financial (FAF)?

Steven A. Adams reported two tax-withholding dispositions of First American Financial common stock. On February 23 and 24, 2026, a total of 890 shares were withheld to satisfy tax liabilities associated with vesting restricted stock units, rather than being sold in open-market transactions.

How many First American Financial (FAF) shares does Steven A. Adams own after the reported Form 4 transactions?

After the reported transactions, Steven A. Adams directly owned 13,106.893 shares of First American Financial common stock. This figure reflects shares remaining following the tax-withholding dispositions related to restricted stock unit vesting disclosed in the Form 4 filing.

Were Steven A. Adams’ Form 4 transactions in FAF stock open-market sales or tax withholdings?

The transactions were tax withholdings, not open-market sales. Both entries use transaction code “F” and are described as payment of tax liability by withholding securities incident to restricted stock unit vesting, meaning shares were retained by the issuer to cover taxes.

At what prices were First American Financial (FAF) shares withheld for Steven A. Adams’ tax obligations?

Shares were withheld at two different prices. On February 24, 2026, 381 shares were withheld at $66.3400 per share, and on February 23, 2026, 509 shares were withheld at $67.3600 per share to satisfy tax liabilities from restricted stock unit vesting.

What restricted stock units (RSUs) are disclosed for Steven A. Adams in the FAF Form 4 footnotes?

The footnotes disclose several unvested RSU positions: 889 RSUs vesting annually starting February 22, 2025; 3,207 RSUs vesting annually starting February 24, 2026; 3,351 RSUs vesting annually starting February 19, 2027; and 2,146 additional RSUs vesting annually starting February 24, 2026.