First American (FAF) legal chief withholds 3,722 shares for RSU taxes

Rhea-AI Filing Summary

First American Financial Corp SVP and Chief Legal Officer Lisa W. Cornehl reported a tax-related share disposition under a Form 4. On this filing, 3,722 shares of common stock were withheld at $67.22 per share to cover tax obligations tied to restricted stock unit vesting, rather than an open-market sale.

After this tax-withholding disposition, Cornehl directly owned 26,518.961 shares of common stock. This amount includes multiple blocks of unvested restricted stock units that are scheduled to vest in equal annual installments beginning on dates such as February 22, 2023, February 22, 2025, February 24, 2026, and June 20, 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)
02/17/2026

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)		3,722	D	$67.22	26,518.961(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 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.

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.

	/s/ Stacy S. Rust, attorney-in fact for Lisa W. Cornehl	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 insider transaction did Lisa W. Cornehl report at First American Financial (FAF)?

Lisa W. Cornehl reported a tax-withholding disposition of 3,722 shares of First American Financial common stock. The shares were withheld to satisfy tax liabilities arising from restricted stock unit vesting, not sold in an open market transaction, and were priced at $67.22 per share.

Was the FAF insider transaction by Lisa W. Cornehl a market sale of shares?

The FAF insider transaction was not a market sale. It was a tax-withholding disposition, where 3,722 shares were withheld by the company at $67.22 per share to cover tax liabilities from restricted stock units vesting for Lisa W. Cornehl.

How many FAF shares did Lisa W. Cornehl hold after the reported Form 4 transaction?

After the Form 4 transaction, Lisa W. Cornehl held 26,518.961 shares of First American Financial common stock. This figure includes vested shares as well as several tranches of unvested restricted stock units scheduled to vest over future annual dates according to the award terms.

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

Lisa W. Cornehl serves as Senior Vice President and Chief Legal Officer at First American Financial. Her Form 4 filing reflects equity compensation activity, including restricted stock units and tax-withholding dispositions related to those awards, typical for senior executive compensation structures.

What do the FAF Form 4 footnotes reveal about Lisa W. Cornehl’s restricted stock units?

The Form 4 footnotes show Lisa W. Cornehl holds several unvested restricted stock unit grants, including blocks of 495, 4,815, 9,760 and 879 RSUs. These awards vest in equal annual installments beginning on specified grant anniversaries in February 2023, February 2025, February 2026 and June 2026.

Why were 3,722 FAF shares disposed of in Lisa W. Cornehl’s Form 4 filing?

The 3,722 First American Financial shares were disposed of to pay tax liabilities triggered by restricted stock unit vesting. The company withheld these shares, valued at $67.22 each, instead of Lisa W. Cornehl selling shares on the open market to satisfy the tax obligation.