First American CLO logs tax-share dispositions

First American Financial Corp senior vice president and chief legal officer Lisa W. Cornehl reported two tax-withholding dispositions of common stock tied to vesting restricted stock units.

Rhea-AI Filing Summary

First American Financial Corp senior vice president and chief legal officer Lisa W. Cornehl reported two tax-withholding dispositions of common stock tied to vesting restricted stock units. On February 23 and 24, 2026, 1,563 shares at $67.36 and 1,753 shares at $66.34 were withheld to cover tax liabilities. After these transactions, she directly held about 35,278.961 common shares, including several blocks of unvested RSUs that are scheduled to vest in three equal annual installments beginning on February 22, 2025, February 24, 2026, June 20, 2026, and February 19, 2027.

Insider Trade Summary

Exercise Price or Tax Liability: 3,316 shares

Exercise Price or Tax Liability 2 txns

Insider Cornehl Lisa W

Role SVP, Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,753	$66.34	$116K
Exercise Price or Tax Liability	Common Stock	1,563	$67.36	$105K

Holdings After Transaction: Common Stock — 35,278.961 shares (Direct)

Footnotes (6)

1. F1. Payment of tax liability by withholding securities incident to the vesting of restricted stock units.
2. F2. Includes 2,418 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 6,734 RSUs and shares acquired through automatic dividend reinvestment, which vest in three equal annual increments commencing 2/22/2025, the first anniversary of the grant.
3. F3. Includes 9,760 unvested RSUs acquired pursuant to an original grant of 9,432 RSUs and shares acquired through automatic dividend reinvestment, which vest in three equal annual increments commencing 2/24/2026, the first anniversary of the grant.
4. F4. Includes 879 unvested RSUs acquired pursuant to an orignal grant of 865 RSUs and shares acquired through automatic dividend reinvestment, which vest in three equal annual increments commencing 6/20/2026, the first anniversary of the grant.
5. F5. Includes 12,076 unvested RSUs acquired pursuant to a grant vesting in three equal annual increments commencing 2/19/2027, the first anniversary of the grant.
6. F6. Includes 6,512 unvested RSUs acquired pursuant to an original grant of 9,432 RSUs and shares acquired through automatic dividend reinvestment, which vest in three equal annual increments commencing 2/24/2026, the first anniversary of the grant.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did First American (FAF) report for Lisa W. Cornehl?

First American reported that Lisa W. Cornehl had two tax-withholding dispositions of common stock on February 23 and 24, 2026. In total, 3,316 shares were withheld to satisfy tax liabilities arising from restricted stock unit vesting.

Were Lisa W. Cornehl’s First American (FAF) transactions open-market sales?

No. The filing classifies both transactions as code F, meaning payment of tax liability by withholding securities when restricted stock units vest. These are administrative share dispositions, not discretionary open-market stock sales for investment purposes.

How many First American (FAF) shares does Lisa W. Cornehl hold after these transactions?

After the February 2026 tax-withholding dispositions, Lisa W. Cornehl directly held about 35,278.961 shares of First American common stock. This total includes vested shares as well as unvested restricted stock units referenced in several detailed vesting footnotes.

What unvested RSUs are included in Lisa W. Cornehl’s First American (FAF) holdings?

Her reported holdings include multiple blocks of unvested RSUs: 2,418, 9,760, 879, 12,076, and 6,512 units. These RSUs vest in three equal annual installments beginning on February 22, 2025, February 24, 2026, June 20, 2026, and February 19, 2027.

What role does Lisa W. Cornehl hold at First American (FAF)?

Lisa W. Cornehl is identified as an officer of First American Financial Corp, serving as SVP, Chief Legal Officer. The reported Form 4 transactions reflect equity activity associated with her compensation and related tax obligations.

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Accepted by SEC EDGAR 02/25/2026 - 07:45 PM Learn about SEC filing dates

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

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^*

Cornehl Lisa W

(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)
	SVP, Chief Legal 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)		1,563	D	$67.36	37,031.961(2)(3)(4)(5)	D
Common Stock	02/24/2026		F(1)		1,753	D	$66.34	35,278.961(2)(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. Payment of tax liability by withholding securities incident to the vesting of restricted stock units.

2. Includes 2,418 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 6,734 RSUs and shares acquired through automatic dividend reinvestment, which vest in three equal annual increments commencing 2/22/2025, the first anniversary of the grant.

3. Includes 9,760 unvested RSUs acquired pursuant to an original grant of 9,432 RSUs and shares acquired through automatic dividend reinvestment, which vest in three equal annual increments commencing 2/24/2026, the first anniversary of the grant.

4. Includes 879 unvested RSUs acquired pursuant to an orignal grant of 865 RSUs and shares acquired through automatic dividend reinvestment, which vest in three equal annual increments commencing 6/20/2026, the first anniversary of the grant.

5. Includes 12,076 unvested RSUs acquired pursuant to a grant vesting in three equal annual increments commencing 2/19/2027, the first anniversary of the grant.

6. Includes 6,512 unvested RSUs acquired pursuant to an original grant of 9,432 RSUs and shares acquired through automatic dividend reinvestment, which vest in three equal annual increments commencing 2/24/2026, the first anniversary of the grant.

	/s/ Stacy S. Rust, attorney-in fact for Lisa W. Cornehl	02/25/2026
	** 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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