First American Financial (NYSE: FAF) CEO logs RSU tax-withholding share disposition

Rhea-AI Filing Summary

First American Financial Corp’s Chief Executive Officer Mark Edward Seaton reported a tax-related share disposition. On the restricted stock unit vesting date, 13,658 shares of common stock were withheld at $67.22 per share to satisfy tax obligations, coded as a tax-withholding disposition. Following this non‑market transaction, Seaton’s directly held common stock position is 179,013.837 shares, which includes multiple tranches of unvested restricted stock units scheduled to vest in future years.

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^*

Seaton Mark Edward

(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)
	Chief Executive 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)		13,658	D	$67.22	179,013.837(2)(3)(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 5,380 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 18,633 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 15,319 unvested RSUs acquired pursuant to an original grant of 21,414 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 29,607 unvested RSUs acquired pursuant to an original grant of 28,606 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 12,981 unvested RSUs acquired pursuant to an original grant of 12,763 RSUs and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 6/20/2026, the first anniversary of the grant.

	/s/ Stacy S. Rust, Attorney-in-Fact for Mark E. Seaton	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 FAF CEO Mark Edward Seaton report?

Mark Edward Seaton reported a tax-withholding disposition of shares. 13,658 common shares were withheld to cover tax liabilities related to vesting restricted stock units, rather than sold on the open market, leaving a substantial remaining direct holding.

Was the FAF CEO’s Form 4 transaction an open-market sale of shares?

No, the transaction was not an open-market sale. It was coded “F,” indicating shares were withheld to pay taxes on vesting restricted stock units, a common administrative mechanism rather than a discretionary sale into the market.

How many FAF shares were involved in Mark Seaton’s tax-withholding transaction?

The filing shows 13,658 common shares were used to satisfy tax obligations. These shares were valued at $67.22 per share for the withholding calculation, directly tied to the vesting of restricted stock units granted as part of executive compensation.

How many First American Financial shares does the CEO hold after this Form 4?

After the reported transaction, Mark Edward Seaton directly holds 179,013.837 common shares. This total includes both vested stock and several tranches of unvested restricted stock units scheduled to vest in equal annual installments over coming years.

What do the FAF Form 4 footnotes say about the CEO’s restricted stock units?

The footnotes explain that Seaton holds several grants of unvested RSUs, each vesting in equal annual increments beginning one year after their grant dates. They also note that the reported disposition reflects shares withheld to satisfy tax liabilities upon RSU vesting.

Does the FAF CEO’s Form 4 indicate a change in investment intent?

The Form 4 describes an administrative tax-withholding event tied to RSU vesting, not a discretionary market trade. It does not, by itself, indicate any change in the CEO’s long-term investment intent toward First American Financial Corp shares.