First American Financial Strengthens Director Retention with Major Stock Award

Rhea-AI Filing Summary

First American Financial (FAF) Director Dennis J. Gilmore reported significant equity transactions in a Form 4 filing. On June 20, 2025, Gilmore acquired 12,980 Restricted Stock Units (RSUs) at $0, which will vest in three equal annual increments starting June 20, 2026.

Following the transaction, Gilmore's holdings include:

• 488,683 shares held directly, including 2,566 unvested RSUs from a previous grant vesting February 24, 2026
• 2,343.023 shares held indirectly through the company's 401(k) Plan Trust

The indirect holdings through the 401(k) Plan Trust consist of company matching contributions, direct purchases, and dividend reinvestment shares, all exempt under SEC Rules 16a-3(f)(1)(i)(B) and 16b-3(c). The filing was submitted by attorney-in-fact Stacy S. Rust on June 24, 2025.

Positive

• Director Dennis J. Gilmore received a significant new grant of 12,980 RSUs, demonstrating long-term alignment with shareholders through a three-year vesting schedule
• Director maintains substantial skin in the game with total beneficial ownership of 488,683 shares directly and additional 2,343 shares through 401(k) Plan

Negative

• None.

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
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^*

GILMORE DENNIS J

(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)
06/20/2025

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	06/20/2025		A		12,980	A	$0	488,683(1)(2)	D
Common Stock								2,343.023	I	By 401(k) Plan Trust(3)

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. Includes 12,980 unvested RSUs acquired pursuant to a grant vesting in three equal annual increments commencing 6/20/2026, the first anniversary of the grant.

3. Amount shown consists of shares contributed by issuer as company match, shares purchased for the reporting person's account and shares acquired through automatic reinvestment of dividends paid as reported in most recent account statement in transactions exempt under rules 16a-3(f)(1)(i)(B) and 16b-3(c).

	/s/ Stacy S. Rust, Attorney-in-Fact for Dennis J. Gilmore	06/24/2025
	** 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

How many FAF shares did Dennis Gilmore acquire on June 20, 2025?

Dennis Gilmore acquired 12,980 Restricted Stock Units (RSUs) of First American Financial Corp (FAF) on June 20, 2025. These RSUs will vest in three equal annual increments starting June 20, 2026.

What is Dennis Gilmore's total direct ownership of FAF stock after the June 2025 transaction?

Following the reported transaction, Dennis Gilmore directly owned 488,683 shares of FAF, which includes 2,566 unvested RSUs from a previous grant and the newly acquired 12,980 unvested RSUs.

How many FAF shares does Dennis Gilmore hold indirectly through the 401(k) Plan?

Dennis Gilmore indirectly owns 2,343.023 shares of FAF through the company's 401(k) Plan Trust, which includes company matching contributions, personal purchases, and dividend reinvestments.

What is the vesting schedule for FAF RSUs granted to Dennis Gilmore in June 2025?

The 12,980 RSUs granted to Dennis Gilmore on June 20, 2025, will vest in three equal annual increments, with the first vesting date beginning on June 20, 2026 (the first anniversary of the grant).

What positions does Dennis Gilmore hold at First American Financial (FAF)?

According to the Form 4 filing, Dennis Gilmore serves as a Director of First American Financial Corporation (FAF), as indicated by the 'X' marked in the Director box under the Relationship of Reporting Person(s) to Issuer section.