First American Financial (NYSE: FAF) legal chief gains 4,982 shares in Form 4 filing

Rhea-AI Filing Summary

First American Financial Corp executive Lisa W. Cornehl, SVP and Chief Legal Officer, reported an equity award on a Form 4. On February 4, 2026, she acquired 4,982 shares of common stock at $0 per share, related to performance-based stock units and dividend reinvestment.

After this transaction, she beneficially owned 30,240.961 shares of First American Financial common stock in direct form. Footnotes explain that this total includes several blocks of unvested restricted stock units and performance stock units that vest in scheduled annual installments starting between February 2023 and June 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^*

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)
02/04/2026

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		4,982	A	$0	30,240.961(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 495 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 1,694 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 1,675 unvested RSUs acquired pursuant to an original grant of 4,512 RSUs and shares acquired through automatic dividend reinvestment, which vest in three equal annual increments commencing 2/16/2024, the first anniversary of the grant.

3. Includes 4,815 unvested 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.

4. 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.

5. 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.

6. Includes 4,982 unvested RSUs, acquired pursuant to an original grant of 3,276 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 Lisa W. Cornehl	02/05/2026
	** Signature of Reporting Person	Date
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).
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FAQ

What insider transaction did FAF executive Lisa W. Cornehl report on this Form 4?

Lisa W. Cornehl reported acquiring 4,982 shares of First American Financial common stock. The shares were acquired at $0 per share on February 4, 2026, in connection with performance stock units and dividend reinvestment, and are held as directly owned common stock.

How many FAF shares does Lisa W. Cornehl own after the reported transaction?

After the reported transaction, Lisa W. Cornehl beneficially owns 30,240.961 shares of First American Financial common stock. This figure includes both vested shares and multiple tranches of unvested restricted stock units and performance stock units with various scheduled vesting dates.

What is Lisa W. Cornehl’s role at First American Financial Corp (FAF)?

Lisa W. Cornehl is an officer of First American Financial Corp, serving as Senior Vice President and Chief Legal Officer. Her status is disclosed in the Form 4, where she is not listed as a director or 10% owner, but as an executive officer of the company.

How were the 4,982 FAF shares acquired by Lisa W. Cornehl structured?

The 4,982 shares represent unvested restricted stock units tied to an original grant of 3,276 performance stock units and dividend reinvestment. The compensation committee certified performance on February 4, 2026, and these units are scheduled to vest on February 16, 2026, the grant’s third anniversary.

What other unvested RSUs are included in Lisa W. Cornehl’s FAF holdings?

Her holdings include several RSU grants: 495 units from a 1,694-unit grant, 1,675 from a 4,512-unit grant, 4,815 from a 6,734-unit grant, 9,760 from a 9,432-unit grant, and 879 from an 865-unit grant, each vesting in equal annual installments beginning between February 2023 and June 2026.

When do Lisa W. Cornehl’s FAF restricted and performance stock units vest?

The RSUs vest in equal annual installments, with schedules commencing on February 22, 2023, February 16, 2024, February 22, 2025, February 24, 2026, and June 20, 2026. The 4,982 units linked to performance stock vest on February 16, 2026, after performance certification.