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First American Financial Corporation has issued its 2026 proxy statement for a virtual-only annual meeting on May 12, 2026, for stockholders of record as of March 16, 2026.
Stockholders will vote on electing three Class I directors, an advisory “Say on Pay” resolution on executive compensation, eliminating supermajority voting requirements in the certificate of incorporation, declassifying the board and phasing in annual director elections, and ratifying PricewaterhouseCoopers LLP as independent auditor for 2026.
The proxy highlights strong 2025 performance, including total revenue of $7.5 billion, net income of $621.8 million, earnings per diluted share of $6.00, pretax margin of 11.1% and return on equity of 11.9%, along with annual incentive payouts at 142% of target and performance restricted stock unit payouts at 137% of target based on relative total shareholder return.
First American Financial Corp Schedule 13G/A: The Vanguard Group filed an amendment reporting 0 shares beneficially owned of Common Stock, representing 0% of the class. The filing states that on January 12, 2026 Vanguard completed an internal realignment and will report certain subsidiaries separately per SEC Release No. 34-39538.
First American Financial Corporation is soliciting proxies for its virtual annual meeting on May 12, 2026 at 1:00 PM Pacific time. Matters include election of three Class I directors, an advisory Say-on-Pay vote, ratification of PricewaterhouseCoopers LLP as auditor, and two Certificate of Incorporation amendments—one to eliminate supermajority voting thresholds and one to declassify the Board with a phased implementation concluding at the 2029 annual meeting.
The proxy materials disclose 2025 financial results cited in the Compensation Discussion and Analysis: total revenue of $7.5 billion, net income of $621.8 million, and diluted earnings per share of $6.00. The Board notes significant 2025 performance metrics and requests stockholder approval of governance amendments that each require the affirmative vote of holders of at least 66 2/3% of outstanding shares to adopt.
First American Financial Corp EVP and CFO Matthew F. Wajner reported routine tax-related share dispositions linked to vesting stock awards. On February 24, he disposed of 670 shares of common stock at $66.34 per share, and on February 23 he disposed of 835 shares at $67.36 per share, both described as payment of tax liability by withholding securities.
After these transactions, he directly owned 53,234 common shares. Footnotes state his holdings include multiple blocks of unvested restricted stock units that are scheduled to vest in three equal annual installments beginning on various future anniversaries of their grant dates.
First American Financial Corp Chief Executive Officer Mark Edward Seaton reported tax-related share dispositions tied to restricted stock unit vesting. On February 24, 2026, 5,323 shares of common stock were withheld at $66.34 per share to cover tax liabilities, leaving 231,744.837 shares directly owned afterward.
On February 23, 2026, 7,030 shares were similarly withheld at $67.36 per share, with 237,067.837 shares directly owned after that transaction. Footnotes state these were payments of tax liabilities by withholding securities and detail multiple unvested RSU awards that vest in three equal annual installments starting on specified future anniversaries.
First American Financial Corp senior vice president and chief legal officer Lisa W. Cornehl reported two tax-withholding dispositions of common stock tied to vesting restricted stock units. On February 23 and 24, 2026, 1,563 shares at $67.36 and 1,753 shares at $66.34 were withheld to cover tax liabilities. After these transactions, she directly held about 35,278.961 common shares, including several blocks of unvested RSUs that are scheduled to vest in three equal annual installments beginning on February 22, 2025, February 24, 2026, June 20, 2026, and February 19, 2027.
First American Financial VP & Chief Accounting Officer Steven A. Adams reported tax-related share dispositions, not open-market sales. On 2026-02-24, 381 common shares were withheld at $66.3400 per share, and on 2026-02-23, 509 shares were withheld at $67.3600 per share to cover tax liabilities tied to restricted stock unit vesting.
After these transactions, Adams directly owned 13,106.893 common shares. Footnotes state his holdings also include unvested restricted stock units, including 889 RSUs vesting in three annual installments from 2025-02-22, 3,207 RSUs vesting from 2026-02-24, 3,351 RSUs vesting from 2027-02-19, and 2,146 RSUs vesting from 2026-02-24.
First American Financial director Parker S. Kennedy reported receiving a grant of 2,418 shares of common stock on February 19, 2026, at a stated price of $0.00 per share, classified as a grant or award acquisition. Following this grant, his directly held common stock rose to 253,970 shares.
The filing also notes 2,609 unvested restricted stock units from an earlier 2,522-unit grant that, with dividend reinvestment, are scheduled to vest on February 24, 2026, and 2,418 unvested RSUs from the new grant vesting on February 19, 2027. In addition, 2,165,546 shares are held indirectly through Kennedy Enterprises, L.P., where he is the sole general partner and a limited partner, and he disclaims beneficial ownership beyond his pecuniary interest.
Adams Steven A reported acquisition or exercise transactions in this Form 4 filing.
First American Financial Corp VP & Chief Accounting Officer Steven A. Adams received an equity grant of 3,351 shares of common stock on 2/19/2026 as a stock award with no cash paid per share. Following this award, he directly holds a total of 13,996.893 common shares.
Footnotes explain that his direct holdings include several blocks of unvested Restricted Stock Units from prior grants, which are scheduled to vest in annual installments beginning on 2/22/2023, 2/22/2025, 2/24/2026, and 2/19/2027.
First American Financial senior vice president and chief legal officer Lisa W. Cornehl reported an equity award tied to 12,076 shares of common stock on February 19, 2026. The award was granted at $0.00 per share as a grant or other acquisition and is documented as unvested RSUs that vest in three equal annual installments beginning February 19, 2027. Following this grant, her directly held position increased to 38,594.961 shares, which includes multiple blocks of unvested RSUs scheduled to vest over several years with dividend reinvestment.