First American (FAF) Director Reports Share Sale and RSU Vesting Details

Rhea-AI Filing Summary

James L. Doti, a director of First American Financial Corp (FAF), reported a sale of common stock on 08/28/2025. The Form 4 shows 7,692 shares were disposed of at a price of $65.1714 per share. After the sale, the reporting person beneficially owns 69,091 shares in total. The filing notes 2,566 unvested Restricted Stock Units (RSUs) that reflect an original grant of 2,522 RSUs plus dividend-reinvested shares; those RSUs are scheduled to vest on 02/24/2026. The filing also states that receipt of certain shares underlying vested RSUs and related reinvested shares has been deferred. The form is signed by an attorney-in-fact on behalf of Mr. Doti.

Positive

• Director retains a substantial stake of 69,091 shares after the sale, signaling continued ownership alignment with shareholders
• RSUs remain in place with 2,566 unvested units scheduled to vest, maintaining future incentive alignment

Negative

• Director sold 7,692 shares, which modestly reduces direct holdings and could be viewed as a partial liquidity event
• Some vested RSU shares have deferred receipt, delaying actual ownership of those shares

Insights

Financial Analyst

TL;DR: Director sale of 7,692 FAF shares at $65.1714, leaving 69,091 shares beneficially owned; transaction appears routine, not clearly material.

The reported sale reduces the director's direct holdings modestly relative to the remaining position of 69,091 shares. The disclosed per-share price provides a concrete realized value for the disposed shares, but the filing does not state the reason for the sale or whether it was pursuant to a pre-arranged plan. The presence of unvested RSUs vesting in 2026 and deferred receipt of some vested-share proceeds are administrative details that affect timing of share delivery rather than immediate dilution or capital-structure change.

Corporate Governance Expert

TL;DR: Insider sale by a director with ongoing RSU arrangements; disclosure is standard and raises no governance red flags from the filing alone.

The Form 4 discloses a direct sale and continuing beneficial ownership plus unvested equity awards. The filing indicates delegation to an attorney-in-fact for signature, which is a common administrative practice. There is no indication in the document of unusual transfer mechanisms, related-party transactions, or governance exceptions. Absent further context, the disclosure appears compliant and routine.

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
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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^*

DOTI JAMES L

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

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	08/28/2025		S		7,692	D	$65.1714	69,091(1)(2)	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 2,566 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 2,522 RSUs and shares acquired through automatic dividend reinvestment, vesting 2/24/2026, the first anniversary of the grant.

2. The reporting person's receipt of certain shares underlying vested RSUs and related shares acquired through automatic dividend reinvestment have been deferred.

	/s/ Stacy S. Rust, Attorney-in-Fact for James L. Doti	08/29/2025
	** 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).
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.

FAQ

What did James L. Doti report in his Form 4 for FAF?

He reported a sale of 7,692 common shares at $65.1714 per share and beneficial ownership of 69,091 shares following the transaction.

How many unvested RSUs does the filing show for the FAF director?

The filing discloses 2,566 unvested RSUs, representing an original grant of 2,522 RSUs plus dividend-reinvested shares, vesting on 02/24/2026.

Was the Form 4 signed by the reporting person for FAF?

The document was signed by an attorney-in-fact on behalf of James L. Doti, as indicated in the filing.

Did the filing state a reason for the sale of FAF shares?

No reason for the sale is provided in the Form 4; the filing records only the transaction details and holdings.

Are any shares from vested RSUs being deferred according to the filing?

Yes; the filing states that receipt of certain shares underlying vested RSUs and related reinvested shares have been deferred.