First American (NYSE: FAF) CEO granted 17,460-share stock award

Rhea-AI Filing Summary

First American Financial Corp. Chief Executive Officer Mark Edward Seaton reported the award of 17,460 shares of common stock on 02/04/2026 at a price of $0 per share, reflecting stock-based compensation rather than an open-market purchase.

After this transaction, he beneficially owned 192,671.837 common shares directly, including multiple blocks of unvested restricted stock units and performance-based units that vest in scheduled annual increments from 2023 through 2026, as well as shares accumulated through automatic dividend reinvestment.

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)
02/04/2026

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		17,460	A	$0	192,671.837(1)(2)(3)(4)(5)(6)(7)	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 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.

2. Includes 7,644 unvested RSUs acquired pursuant to an original grant of 20,612 RSUs and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 2/16/2024, 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.

6. Includes 17,460 unvested RSUs, acquired pursuant to an original grant of 11,467 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.

7. Includes 688.551 shares acquired through an automatic dividend reinvestment plan administered by the reporting person's broker since the reporting person's last filing made pursuant to Section 16(a) of the Securities Exchange Act of 1934. Fractional share amounts may vary slightly from prior reports due to rounding.

	/s/ Stacy S. Rust, Attorney-in-Fact for Mark E. Seaton	02/05/2026
	** 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 receiving 17,460 shares of First American Financial common stock as a stock-based award on 02/04/2026 at $0 per share. This reflects equity compensation, not a market purchase, and increased his directly held beneficial ownership reported on the form.

How many FAF shares does CEO Mark Edward Seaton now beneficially own?

Following the reported award, Mark Edward Seaton beneficially owns 192,671.837 First American Financial common shares directly. This total includes time-based and performance-based restricted stock units plus shares accumulated through automatic dividend reinvestment, as detailed in the accompanying explanatory footnotes.

What is the nature of the 17,460-share award reported by FAF’s CEO?

The 17,460 shares reflect unvested units from an original grant of 11,467 Performance Stock Units plus dividend reinvestment shares. The compensation committee certified performance on February 4, 2026, and these shares are scheduled to vest on 02/16/2026, the third anniversary of the grant.

How do restricted stock units factor into Mark Seaton’s FAF holdings?

Seaton’s reported holdings include several tranches of unvested restricted stock units from different original grants, each vesting in equal annual installments starting on specific dates from 02/22/2023 through 06/20/2026. These RSUs, plus dividend reinvestment shares, contribute significantly to his beneficial ownership.

What role does dividend reinvestment play in FAF CEO Mark Seaton’s share count?

The filing notes 688.551 shares accumulated via an automatic dividend reinvestment plan since his last Section 16 filing. In addition, multiple RSU and performance unit awards include extra shares from dividend reinvestment, modestly increasing the size of each unvested equity tranche over time.

Is Mark Seaton’s FAF Form 4 transaction a purchase or equity grant?

The transaction is an equity grant, not an open-market purchase. The 17,460 shares were acquired at $0 per share as part of a performance-based stock award, following compensation committee certification, and are scheduled to vest on 02/16/2026 according to the disclosed vesting terms.