First American Financial (FAF) CFO uses share withholding to cover RSU taxes

Rhea-AI Filing Summary

First American Financial executive vice president and chief financial officer Matthew F. Wajner reported a tax-related share disposition. On the transaction date, he disposed of 2,174 shares of common stock at $67.22 per share to satisfy withholding taxes tied to vesting restricted stock units. After this tax-withholding disposition, he directly owned 38,529 common shares, including multiple blocks of unvested RSUs scheduled to vest in annual installments through 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)
02/17/2026

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)		2,174	D	$67.22	38,529(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 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.

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 3,387 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.

	/s/ Stacy S. Rust, attorney-in-fact for Matthew F. Wajner	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 did First American Financial (FAF) CFO Matthew Wajner report on this Form 4?

Matthew F. Wajner reported a tax-withholding disposition of 2,174 shares of First American Financial common stock. The shares were withheld to satisfy tax obligations when restricted stock units vested, rather than being sold in an open-market transaction.

How many First American Financial (FAF) shares were disposed of for taxes and at what price?

The Form 4 shows 2,174 common shares disposed of at $67.22 per share. This was a payment of tax liability by withholding securities in connection with vesting restricted stock units, not a discretionary open-market trade.

How many First American Financial (FAF) shares does the CFO hold after this transaction?

After the tax-withholding disposition, Matthew F. Wajner directly held 38,529 shares of First American Financial common stock. This total includes both vested shares and several tranches of unvested restricted stock units that are scheduled to vest in future years.

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

No, the transaction was a tax-withholding disposition, coded “F” on Form 4. Shares were withheld by the company to cover tax liabilities when restricted stock units vested, rather than being sold on the open market to another buyer.

What restricted stock units (RSUs) are referenced in the FAF CFO’s Form 4 footnotes?

The footnotes describe several blocks of unvested RSUs, including 506, 2,099, 3,739 and 3,387 units. These RSUs stem from prior grants with automatic dividend reinvestment and are scheduled to vest in equal annual installments beginning in 2023, 2025, and 2026.

Does the FAF CFO’s Form 4 indicate any change in his role or ownership authority?

The filing lists Matthew F. Wajner as EVP, Chief Financial Officer and shows the reported shares as held directly. The footnotes focus on tax withholding and RSU vesting and do not indicate changes in his corporate role or voting and investment authority.