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First American (NYSE: FAF) director receives 14,570-share RSU grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

First American Financial Corp director Dennis J. Gilmore reported a compensation-related stock award. On June 22, 2026, he received a grant of 14,570 shares of Common Stock in the form of unvested restricted stock units at $0.00 per share, increasing his direct holdings to 477,031 shares. These 14,570 RSUs vest in two equal annual installments beginning on June 22, 2027. A prior award includes 2,458 unvested RSUs from an original 2,418-unit grant plus dividend reinvestments, scheduled to vest on February 19, 2027. Separately, 2,343.023 shares are held indirectly through a 401(k) Plan Trust, consisting of company match contributions, purchases for his account, and shares acquired via automatic dividend reinvestment.

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Insider GILMORE DENNIS J
Role null
Type Security Shares Price Value
Grant/Award Common Stock 14,570 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 477,031 shares (Direct, null); Common Stock — 2,343.023 shares (Indirect, By 401(k) Plan Trust)
Footnotes (1)
  1. Includes 2,458 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 2,418 RSUs and shares aquired through automatic dividend reinvestment, vesting 2/19/2027, the first anniversary of the grant. Includes 14,570 unvested RSUs acquired pursuant to a grant vesting in two equal annual increments commencing 6/22/2027, 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).
RSU grant 14,570 shares Unvested RSUs granted on June 22, 2026 at $0.00 per share
Direct holdings after grant 477,031 shares Common Stock directly held following RSU award
Indirect 401(k) holdings 2,343.023 shares Common Stock held via 401(k) Plan Trust
Prior unvested RSUs 2,458 units Unvested RSUs vesting on February 19, 2027
New RSU vesting start June 22, 2027 First of two equal annual vesting dates for 14,570 RSUs
Grant price $0.00 per share Compensation-related RSU award, no cash paid by director
Restricted Stock Units ("RSUs") financial
"Includes 2,458 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
automatic dividend reinvestment financial
"shares aquired through automatic dividend reinvestment, vesting 2/19/2027"
company match financial
"Amount shown consists of shares contributed by issuer as company match"
401(k) Plan Trust financial
"By 401(k) Plan Trust"
rules 16a-3(f)(1)(i)(B) and 16b-3(c) regulatory
"transactions exempt under rules 16a-3(f)(1)(i)(B) and 16b-3(c)"
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SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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 CALIFORNIA 92707

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
First American Financial Corp [ FAF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/22/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/22/2026A14,570A$0477,031(1)(2)D
Common Stock2,343.023IBy 401(k) Plan Trust(3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Includes 2,458 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 2,418 RSUs and shares aquired through automatic dividend reinvestment, vesting 2/19/2027, the first anniversary of the grant.
2. Includes 14,570 unvested RSUs acquired pursuant to a grant vesting in two equal annual increments commencing 6/22/2027, the first anniversary of the grant.
3. 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. Gilmore06/24/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did First American (FAF) director Dennis J. Gilmore report in this Form 4?

Dennis J. Gilmore reported receiving a grant of 14,570 restricted stock units of First American common stock at no cost. The filing also updates his total direct and indirect share holdings, including 401(k) plan shares and previously granted unvested RSUs.

How many First American (FAF) shares were granted to Dennis J. Gilmore?

Dennis J. Gilmore was granted 14,570 unvested restricted stock units of First American common stock. These RSUs were awarded at a price of $0.00 per share as a compensation-related grant, rather than an open-market share purchase.

When do Dennis J. Gilmore’s new First American (FAF) RSUs vest?

The 14,570 new RSUs vest in two equal annual installments starting June 22, 2027. A separate award of 2,458 unvested RSUs from an earlier grant is scheduled to vest on February 19, 2027, providing a staggered vesting schedule.

What are Dennis J. Gilmore’s total direct First American (FAF) holdings after the grant?

After the grant, Dennis J. Gilmore directly holds 477,031 shares of First American common stock. This figure includes his existing holdings plus the newly granted 14,570 unvested restricted stock units described in the Form 4 footnotes.

What indirect First American (FAF) holdings does Dennis J. Gilmore report?

Dennis J. Gilmore reports 2,343.023 shares held indirectly through a 401(k) Plan Trust. These shares reflect company matching contributions, shares purchased for his account, and shares added via automatic reinvestment of cash dividends in the plan.

Are Dennis J. Gilmore’s reported First American (FAF) transactions open-market trades?

The reported activity reflects a grant of restricted stock units and 401(k) plan accumulations, not open-market buying or selling. The RSU grant is coded as an acquisition award, and plan shares arise from company match, purchases, and dividend reinvestments.