First American Financial (FAF) CFO granted 2,735 stock-based shares

Rhea-AI Filing Summary

First American Financial’s EVP and Chief Financial Officer Matthew F. Wajner reported an award of 2,735 shares of common stock on February 4, 2026 at a price of $0 per share, reflecting stock-based compensation rather than an open‑market purchase.

After this award, he beneficially owns 40,703 shares of common stock directly, which include multiple blocks of unvested restricted stock units that vest in scheduled annual installments. The 2,735 shares stem from performance stock units for which the board’s compensation committee certified performance and which are scheduled to vest on February 16, 2026.

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^*

Wajner Matthew F.

(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)
	EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

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	02/04/2026		A		2,735	A	$0	40,703(1)(2)(3)(4)(5)(6)	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 506 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 1,734 RSUs and shares acquired through automatic dividend reinvestment, which vest in four equal annual increments commencing 2/22/2023, the first anniversary of the grant.

2. Includes 1,060 unvested RSUs acquired pursuant to an original grant of 2,839 RSUs and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 2/16/2024, the first anniversary of the grant.

3. Includes 2,099 unvested RSUs acquired pursuant to an original grant of 2,933 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 3,739 unvested RSUs acquired pursuant to an original grant of 3,616 RSUs and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 2/24/2026, the first anniversary of the grant.

5. Includes 3,837 unvested RSUs acquired pursuant to an original grant of 3,331 RSUs and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 6/20/2026, the first anniversary of the grant.

6. Includes 2,735 unvested RSUs, acquired pursuant to an original grant of 1,802 Performance Stock Units and shares acquired through automatic dividend reinvestment, for which the Compensation Committee of the Board of Directors certified performance on February 4, 2026, and which will vest on 2/16/2026, the third anniversary of the grant.

	/s/ Stacy S. Rust, attorney-in-fact for Matthew F. Wajner	02/05/2026
	** 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?

First American Financial reported that EVP and CFO Matthew F. Wajner received 2,735 shares of common stock as an award on February 4, 2026. The shares were acquired at $0 per share, indicating stock-based compensation rather than a market purchase.

How many First American Financial (FAF) shares does the CFO own after this Form 4?

Following the reported award, EVP and CFO Matthew F. Wajner beneficially owns 40,703 shares of First American Financial common stock. This figure includes several tranches of unvested restricted stock units that are scheduled to vest over multiple future annual dates.

Was the First American Financial (FAF) CFO’s transaction a purchase or an award?

The transaction was an award of 2,735 shares at $0 per share, not an open-market purchase. It reflects the vesting mechanics of equity compensation rather than the CFO buying shares on an exchange at prevailing market prices.

What is the role of Matthew F. Wajner at First American Financial (FAF)?

Matthew F. Wajner serves as Executive Vice President and Chief Financial Officer of First American Financial. His Form 4 filing discloses changes in his beneficial ownership of company stock arising from equity compensation awards and related vesting activity.

What do the unvested RSUs in the First American Financial (FAF) Form 4 represent?

The unvested RSUs represent shares to be delivered in the future under prior grants, some originally granted as restricted stock units and others as performance stock units. They typically vest in equal annual installments starting on specified anniversaries of the original grant dates.

When will the 2,735 performance-related shares for the First American Financial (FAF) CFO vest?

The 2,735 shares originated from 1,802 performance stock units whose performance was certified on February 4, 2026. According to the disclosure, these shares are scheduled to vest on February 16, 2026, the third anniversary of the original grant date.