First American Financial Strengthens Executive Retention with Major CFO Stock Award

(Neutral)

Form Type

Rhea-AI Filing Summary

First American Financial Corp (FAF) EVP, CFO & Treasurer Matthew F. Wajner received a new grant of 3,331 Restricted Stock Units (RSUs) on June 20, 2025. The RSUs will vest in three equal annual increments starting June 20, 2026.

Following this transaction, Wajner's total beneficial ownership includes 37,793 shares, consisting of multiple RSU grants:

498 unvested RSUs from original 1,734 grant (vesting from 2/22/2023)
1,044 unvested RSUs from original 2,839 grant (vesting from 2/16/2024)
2,065 unvested RSUs from original 2,933 grant (vesting from 2/22/2025)
3,678 unvested RSUs from original 3,616 grant (vesting from 2/24/2026)
3,331 new unvested RSUs (vesting from 6/20/2026)

All RSU grants include shares acquired through automatic dividend reinvestment. The filing was signed by Stacy S. Rust as attorney-in-fact for Wajner.

Positive

CFO Matthew Wajner received 3,331 new RSUs as part of compensation package, demonstrating continued alignment with shareholder interests

Negative

None.

Insider Trade Summary

Net Buyer: 3,331 shares

Net Buy 1 txn

Insider Wajner Matthew F.

Role EVP, CFO & Treasurer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,331	$0.00	$0.00

Holdings After Transaction: Common Stock — 37,793 shares (Direct)

Footnotes (5)

F1. Includes 498 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 1,734 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.
F2. Includes 1,044 unvested RSUs acquired pursuant to an original grant of 2,839 RSUs and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 2/16/2024, the first anniversary of the grant.
F3. Includes 2,065 unvested RSUs acquired pursuant to an original grant of 2,933 RSUs and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 2/22/2025, the first anniversary of the grant.
F4. Includes 3,678 unvested RSUs acquired pursuant to an original grant of 3,616 RSUs and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 2/24/2026, the first anniversary of the grant.
F5. Includes 3,331 unvested RSUs acquired pursuant to a grant vesting in three equal annual increments commencing 6/20/2026, the first anniversary of the grant.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 06/24/2025 - 08:16 PM

FAQ

How many FAF shares did CFO Matthew Wajner acquire on June 20, 2025?

According to the Form 4 filing, Matthew Wajner acquired 3,331 Restricted Stock Units (RSUs) on June 20, 2025. These RSUs will vest in three equal annual increments starting from June 20, 2026.

What is Matthew Wajner's total FAF stock ownership after the June 2025 transaction?

Following the reported transaction, Matthew Wajner beneficially owns a total of 37,793 shares of FAF common stock, which includes various unvested RSU grants from previous years and the newly acquired RSUs.

What is the vesting schedule for FAF CFO's latest RSU grant?

The 3,331 RSUs granted on June 20, 2025, will vest in three equal annual increments starting from June 20, 2026 (the first anniversary of the grant).

What positions does Matthew Wajner hold at First American Financial (FAF)?

According to the Form 4 filing, Matthew F. Wajner serves as Executive Vice President (EVP), Chief Financial Officer (CFO) & Treasurer of First American Financial Corporation.

How many unvested RSU grants does FAF's CFO currently hold?

The Form 4 shows that Matthew Wajner holds five separate unvested RSU grants: 498 RSUs from a 2023 grant, 1,044 RSUs from a 2024 grant, 2,065 RSUs from a 2025 grant, 3,678 RSUs from a 2026 grant, and the new 3,331 RSUs granted in June 2025.

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^*

Wajner Matthew F.

(Last)

(First)

(Middle)

1 FIRST AMERICAN WAY

(Street)

SANTA ANA

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)
	EVP, CFO & Treasurer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/20/2025		A		3,331	A	$0	37,793⁽¹⁾⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Includes 498 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 1,734 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.

2. Includes 1,044 unvested RSUs acquired pursuant to an original grant of 2,839 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 2,065 unvested RSUs acquired pursuant to an original grant of 2,933 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 3,678 unvested RSUs acquired pursuant to an original grant of 3,616 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 3,331 unvested RSUs acquired pursuant to a grant vesting in three equal annual increments commencing 6/20/2026, the first anniversary of the grant.

	/s/ Stacy S. Rust, attorney-in-fact for Matthew F. Wajner	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.

Source: View Original Filing on SEC EDGAR