First American Financial CEO Strengthens Stake with New Stock Awards

Rhea-AI Filing Summary

First American Financial (FAF) Chief Executive Officer Mark Edward Seaton reported the acquisition of 12,763 Restricted Stock Units (RSUs) on June 20, 2025, awarded at $0 cost. Following this transaction, Seaton's total beneficial ownership stands at 173,336.286 shares.

The new RSU grant will vest in three equal annual increments starting June 20, 2026. Seaton's current holdings include multiple RSU awards with different vesting schedules:

• 15,063 unvested RSUs from a 21,414 unit grant, vesting from 2/22/2025
• 29,110 unvested RSUs from a 28,606 unit grant, vesting from 2/24/2026
• 5,291 unvested RSUs from an 18,633 unit grant, vesting from 2/22/2023
• 7,517 unvested RSUs from a 20,612 unit grant, vesting from 2/16/2024

Additional holdings include shares acquired through dividend reinvestment (694.767 shares) and the Employee Stock Purchase Plan (403.939 shares).

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^*

Seaton Mark Edward

(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)
	Chief Executive Officer

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		12,763	A	$0	173,336.286(1)(2)(3)(4)(5)(6)(7)	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 15,063 unvested RSUs acquired pursuant to an original grant of 21,414 RSUs and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 2/22/2025, the first anniversary of the grant.

2. Includes 29,110 unvested RSUs acquired pursuant to an original grant of 28,606 RSUs and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 2/24/2026, the first anniversary of the grant.

3. Includes 12,763 unvested RSUs acquired pursuant to a grant vesting in three equal annual increments commencing 6/20/2026, the first anniversary of the grant.

4. Includes 5,291 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 18,633 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 2/22/2023, the first anniversary of the grant.

5. Includes 7,517 unvested RSUs acquired pursuant to an original grant of 20,612 RSUs and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 2/16/2024, the first anniversary of the grant.

6. Includes 694.767 shares acquired through an automatic dividend reinvestment plan administered by the reporting person's broker since the reporting person's last filing made pursuant to Section 16(a) of the Securities Exchange Act of 1934. Fractional share amounts may vary slightly from prior reports due to rounding.

7. Includes 403.939 shares acquired under the issuer's Employee Stock Purchase Plan since the reporting person's last filing made pursuant to Section 16(a) of the Securities Exchange Act of 1934. Fractional share amounts may vary slightly from prior reports due to rounding.

	/s/ Stacy S. Rust, Attorney-in-Fact for Mark E. Seaton	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 CEO Mark Seaton acquire on June 20, 2025?

According to the Form 4 filing, CEO Mark Seaton acquired 12,763 shares of FAF common stock on June 20, 2025, in the form of Restricted Stock Units (RSUs). These RSUs will vest in three equal annual increments starting June 20, 2026.

What is the total amount of FAF shares Mark Seaton owns after the June 2025 transaction?

Following the reported transaction, Mark Seaton beneficially owns a total of 173,336.286 shares of FAF common stock directly. This includes various unvested RSU grants and shares acquired through dividend reinvestment and employee stock purchase plans.

What are the vesting schedules for Mark Seaton's FAF RSU grants?

Mark Seaton has multiple RSU grants with different vesting schedules: 1) 15,063 RSUs vesting in three annual increments from 2/22/2025 2) 29,110 RSUs vesting in three annual increments from 2/24/2026 3) 12,763 RSUs vesting in three annual increments from 6/20/2026 4) 5,291 RSUs vesting in four annual increments from 2/22/2023 5) 7,517 RSUs vesting in three annual increments from 2/16/2024.

How many FAF shares has Mark Seaton acquired through dividend reinvestment?

According to the filing, Mark Seaton acquired 694.767 shares through an automatic dividend reinvestment plan administered by his broker since his last Section 16(a) filing. Additionally, he acquired 403.939 shares through the company's Employee Stock Purchase Plan.