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First American Financial (NYSE: FAF) CLO reports 160-share tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

First American Financial Corp senior vice president and chief legal officer Lisa W. Cornehl reported a routine tax-related share withholding. On 160 shares of common stock, the company withheld shares at $68.63 per share to cover tax liability tied to restricted stock unit vesting. After this transaction, she directly holds 29,656.492 shares, including multiple blocks of unvested restricted stock units that are scheduled to vest in equal annual installments beginning on February 22, 2025, February 24, 2026, June 20, 2026, and February 19, 2027.

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Insider Cornehl Lisa W
Role SVP, Chief Legal Officer
Type Security Shares Price Value
Tax Withholding Common Stock 160 $68.63 $11K
Holdings After Transaction: Common Stock — 29,656.492 shares (Direct)
Footnotes (1)
  1. Payment of tax liability by withholding securities incident to the vesting of restricted stock units. Includes 2,456 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. Includes 6,620 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. Includes 597 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. Includes 12,277 unvested RSUs acquired pursuant to an original grant of 12,076 RSUs and shares acquired through automatic dividend reinvestment, which vest in three equal annual increments commencing 2/19/2027, the first anniversary of the grant.
Tax-withheld shares 160 shares Withheld to cover tax liability on RSU vesting
Withholding price $68.63 per share Price used for 160-share tax withholding
Direct holdings after transaction 29,656.492 shares Common stock directly held after tax withholding
Unvested RSUs grant 1 2,456 RSUs Remaining from 6,734 RSUs, vesting starts Feb 22, 2025
Unvested RSUs grant 2 6,620 RSUs Remaining from 9,432 RSUs, vesting starts Feb 24, 2026
Unvested RSUs grant 3 597 RSUs Remaining from 865 RSUs, vesting starts Jun 20, 2026
Unvested RSUs grant 4 12,277 RSUs From 12,076 RSUs plus dividend reinvestment, vesting starts Feb 19, 2027
restricted stock units financial
"Payment of tax liability by withholding securities incident to the vesting of restricted stock units."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
RSUs financial
"Includes 2,456 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 6,734 RSUs"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
dividend reinvestment financial
"and shares acquired through automatic dividend reinvestment, which vest in three equal annual increments"
Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.
tax liability financial
"Payment of tax liability by withholding securities incident to the vesting of restricted stock units."

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transaction did FAF executive Lisa Cornehl report on this Form 4?
Lisa W. Cornehl reported a tax-withholding disposition of 160 shares of First American Financial common stock. The shares were withheld by the company at $68.63 per share to satisfy tax obligations arising from the vesting of restricted stock units, not an open-market sale.

Was the FAF insider transaction a market sale of shares?
No, the FAF transaction was not an open-market sale. It was a tax-withholding disposition, where 160 shares were withheld by the issuer to cover tax liability associated with restricted stock unit vesting, a common administrative mechanism for equity compensation.

How many FAF shares does Lisa Cornehl hold after the reported transaction?
After the tax-withholding event, Lisa Cornehl directly holds 29,656.492 shares of First American Financial common stock. This total includes vested shares and multiple unvested restricted stock unit awards that continue to vest over several years in equal annual installments.

What unvested RSUs does the FAF executive have outstanding?
The filing shows unvested restricted stock units from several grants, including 2,456, 6,620, 597, and 12,277 RSUs. These RSUs were originally granted in larger amounts and now include shares from automatic dividend reinvestment, vesting in three equal annual increments starting in 2025, 2026, and 2027.

Why were 160 FAF shares withheld in this insider transaction?
The 160 First American Financial shares were withheld to pay tax liabilities generated by restricted stock unit vesting. Instead of the executive paying cash for taxes, the issuer retained a portion of shares that otherwise would have been delivered, a standard equity compensation practice.
SEC Form 4
FORM 4UNITED 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 CALIFORNIA 92707
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
First American Financial Corp [ FAF ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Chief Legal Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/22/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/22/2026F(1)160D$68.6329,656.492(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 2,456 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 6,620 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 597 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 12,277 unvested RSUs acquired pursuant to an original grant of 12,076 RSUs and shares acquired through automatic dividend reinvestment, which vest in three equal annual increments commencing 2/19/2027, the first anniversary of the grant.
/s/ Stacy S. Rust, attorney-in fact for Lisa W. Cornehl06/24/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR