DEF 14A of First American Financial Corp, Mar 30, 2026

DEF 14A of First American Financial Corp

Filed Mar 30, 2026 · FY20250001193125-26-130349

Open on EDGAR

  1. Lisa W. Cornehl

    | | | Page | | | Outstanding Equity Awards at Fiscal Year-End | 59 | | | Option Exercises and Stock Vested | 60 | | | Pension Benefits | 60 | | | Nonqualified Deferred Compensation | 61 | | | Potential Payments upon Termination or Change-in-Control | 63 | | | Pay Ratio | 64 | | | Pay Versus Performance | 65 | | | Director Compensation | 70 | | | Code of Ethics | 72 | | | Corporate Governance Guidelines | 72 | | | Compensation Committee Interlocks and Insider Participation | 72 | | | Report of the Audit Committee | 72 | | | Securities Authorized for Issuance under Equity Compensation Plans | 73 | | | Relationship with Independent Registered Public Accounting Firm | 73 | | | Principal Accountant Fees and Services | 73 | | | Policy on Audit Committee Pre-approval of Audit and Permissible Nonaudit Services of Independent Auditor | 74 | | | Stockholder Proposals, Director Nominations and Proxy Access | 74 | | | Appraisal Rights | 74 | | III. | CORPORATE RESPONSIBILITY AND SUSTAINABILITY | 75 | | IV. | QUESTIONS AND ANSWERS | 76 | | V. | OTHER INFORMATION | 84 | | APPENDIX A Non-GAAP Financial Measures | | A-1 | | APPENDIX B Proposed Amendments to Eliminate the Supermajority Voting Requirements in the Certificate of Incorporation | | B-1 | | APPENDIX C Proposed Amendments to the Certificate of Incorporation to Declassify the Board and Phase-In Annual Director Elections | | C-1 |

  2. Information Regarding the Nominees for Election

    Information Regarding the Nominees for Election The following list provides information with respect to the three persons nominated and recommended to be elected as Class I directors by our Board, to serve for a three-year term expiring on the date of the 2029 annual meeting of stockholders. Mark E. Seaton was appointed by our Board as a Class I director on April 10, 2025. Marsha A. Spence was previously elected by stockholders at the 2023 annual meeting. Deborah L. Wahl was appointed to the Board as a Class I director on September 10, 2024. Ms. Wahl was recommended by an independent third-party search firm. James L. Doti and Michael D. McKee are Class I directors that were not nominated for reelection because they have reached our Company’s mandatory retirement age. As of the annual meeting, the size of the Board will be reduced from eleven to nine directors.

  3. Information Regarding the Nominees for Election

    | Age: 48 Director since: 2025 Committees: None Independent: No | MARK E. SEATON Mr. Seaton has served as our chief executive officer since April 2025. From March 2013 to April 2025, he was our executive vice president, chief financial officer. From 2010 until 2013, he served as our senior vice president, finance, in which capacity he oversaw our Company’s investment management, investor relations, treasury and financial planning activities. Mr. Seaton joined The First American Corporation in 2006. With 20 years of service to our Company in various operational and corporate roles, Mr. Seaton provides our Board with an in-depth understanding of the Company’s businesses, risk profile and competitive landscape. |

  4. Information Regarding the Nominees for Election

    | Age: 74 Director since: 2022 Committees: None Independent: No | MARSHA A. SPENCE Ms. Spence served as chairman of the board of Mother Lode Holding Co., a provider of title insurance, underwriting and escrow services for residential and commercial real estate transactions, and a wholly-owned subsidiary of the Company, from 2006 until her retirement in 2023. She joined Placer Title Company, now Mother Lode’s principal subsidiary, in 1977 and had managerial roles involving increased responsibility, including as Mother Lode’s chief executive officer from 2001 to 2021. Ms. Spence served on the California Land Title Association Board of Governors for 10 years, serving as board president from 2005 to 2006. Ms. Spence brings to the Board deep industry knowledge and experience leading a highly successful, multi-brand title business. |

  5. Information Regarding the Nominees for Election

    | Age: 63 Director since: 2024 Committees: Governance Independent: Yes | DEBORAH L. WAHL Ms. Wahl retired in 2023 as senior vice president and global chief marketing officer (CMO) of General Motors Company (NYSE: GM), a leading automotive manufacturing company, where she oversaw the company’s global marketing strategy since 2019. Ms. Wahl has also served as an executive leader and CMO for several other premier consumer product companies, including Cadillac (a brand of General Motors Company) from 2018 to 2019, McDonald’s Corporation (NYSE: MCD), a leading global foodservice retailer, from 2014 to 2017 and PulteGroup, Inc., one of the largest homebuilding companies in the United States, from 2009 to 2014. Ms. Wahl is a director of Mediaocean, LLC, a leading provider of omnichannel advertising platforms and global media spend management solutions and Safe-Guard Products International, LLC, a leading provider of protection plans for the automotive and mobility markets, and she also serves as the chair of a nonprofit organization. She previously served as a director of Groupon, Inc. (Nasdaq: GRPN) from 2017 to 2023 and OnStar Insurance Services Inc. from 2021 to 2023, as well as in several board-level roles with marketing and advertising industry trade associations. With her extensive experience leading global marketing strategy and helping drive growth for influential brands in a variety of industries, Ms. Wahl brings to the Board a valuable perspective on how the Company can capitalize on its leadership of the digital transformation of the title and settlement industry. |

  6. Information Regarding the Other Incumbent Directors

    Information Regarding the Other Incumbent Directors The following lists provide information with respect to the individuals currently serving as Class II directors, whose current term expires at the 2027 annual meeting, and Class III directors, whose current term expires at the 2028 annual meeting. Similar information is also provided for two directors who will be retiring from the Board as of the 2026 annual meeting. The Class II directors were previously elected by stockholders at the 2024 annual meeting, except for Jeffrey J. Dailey who was appointed to the Board on November 4, 2025. The Class III directors were previously elected by stockholders at the 2025 annual meeting.

  7. Class II Directors—Term Expiring 2027

    Class II Directors—Term Expiring 2027

  8. Class II Directors—Term Expiring 2027

    | Age: 68 Director since: 2025 Committees: Audit Independent: Yes | JEFFREY J. DAILEY Mr. Dailey served as chief executive officer of Farmers Group, Inc., a subsidiary of Zurich Insurance Group, a global multi-line insurer, from 2012 until his retirement in 2022, and as chairman of the board of directors of Farmers until June 2023. Prior to joining Farmers, Mr. Dailey founded and served as chief executive officer of Reliant Insurance, which was subsequently acquired by Bristol West Holdings. Earlier in his career, he held various senior executive positions with Progressive Corporation. He is a director of Verisk Analytics, Inc. (Nasdaq: VRSK), a global data analytics and risk assessment firm serving the insurance industry, and Liberty Mutual Holding Company, a global property and casualty insurer. His previous board service includes Farmers Group, Inc. and The Institutes, a leading provider of education and research in risk management and insurance. Mr. Dailey’s extensive experience in leadership, operations, and technology-driven innovation at multibillion-dollar insurance companies adds invaluable perspective to our Board as the Company continues to lead the digital transformation of the title and settlement industry. |

  9. Class II Directors—Term Expiring 2027

    | Age: 67 Director since: 2010 Committees: Executive Independent: No | DENNIS J. GILMORE Mr. Gilmore was appointed as executive chairman in April 2025. He served as chairman of the Board from February 2022 to April 2025 and as a director since 2010. Mr. Gilmore served as our chief executive officer from 2010 to 2022. From 1993 to 2010, he served in various managerial roles with The First American Corporation, including as the chief executive officer of its financial services group and as its chief operating officer. He currently serves as a director of the Automobile Club of Southern California. As the Company’s former chief executive officer, Mr. Gilmore brings to our Board significant operational and executive management experience specific to our Company’s businesses and our industry. |

  10. Class II Directors—Term Expiring 2027

    | Age: 72 Director since: 2015 Committees: Governance (chair) Independent: Yes | MARGARET M. MCCARTHY Ms. McCarthy retired in 2019 as executive vice president of CVS Health Corporation, a health innovation company (NYSE: CVS), supporting the technology integration following the completion of CVS Health’s acquisition of Aetna, Inc. in 2018. She served as executive vice president of operations and technology for Aetna, Inc., a diversified healthcare benefits company, from 2010 until 2018, where she was responsible for innovation, technology, data security, procurement, real estate and service operations. Prior to joining Aetna in 2003, she served in various information technology-related roles, including at CIGNA Healthcare, Catholic Health Initiatives and Andersen Consulting (now Accenture), as well as a consulting partner at Ernst & Young. She is a director of Marriott International, Inc. (Nasdaq: MAR), an operator, franchisor, and licensor of hotel, residential, and timeshare properties worldwide; American Electric Power (Nasdaq: AEP), an electrical energy company; and Alignment Healthcare, Inc. (Nasdaq GS: ALHC), a tech-enabled Medicare Advantage company. She served as a director of Brighthouse Financial, Inc. (Nasdaq GS: BHF), a life and annuity insurance company from 2018 to 2021. Given her extensive experience managing large groups of employees, complex processes and enterprise-critical technology, Ms. McCarthy brings to the Board valuable insights into areas of critical import to the operations of the Company, including technology and cybersecurity. |

  11. Class III Directors—Term Expiring 2028

    Class III Directors—Term Expiring 2028

  12. Class III Directors—Term Expiring 2028

    | Age: 62 Director since: 2017 Committees: Governance Independent: Yes | REGINALD H. GILYARD Mr. Gilyard has been a senior advisor with The Boston Consulting Group, a global management consulting company, since 2012. From 2012 to 2017, he was dean of the Argyros School of Business and Economics at Chapman University. From 1996 to 2012, he held various other positions with The Boston Consulting Group, including as a partner and managing director. He is a director of CBRE Group, Inc. (NYSE: CBRE), a commercial real estate services and investment firm; Realty Income Corporation (NYSE: O), a real estate investment trust; and Orion Properties Inc. (NYSE: ONL), a suburban property focused net lease real estate investment trust. He began his career serving in the United States Air Force. With his in-depth understanding of the complexities of large businesses and keen grasp of customer needs across a variety of industry sectors, Mr. Gilyard brings to our Board a unique perspective on how we can make our operations more efficient and serve our customers better. |

  13. Class III Directors—Term Expiring 2028

    | Age: 78 Director since: 2010 Committees: Compensation Executive (chair) Independent: Yes | PARKER S. KENNEDY Mr. Kennedy is our chairman emeritus and lead independent director. He served as chairman of our Board from 2010 to 2022. Mr. Kennedy served as executive chairman of the Company from 2010 to 2012. From 2003 to 2010, he served as chairman and chief executive officer of The First American Corporation, the Company’s prior parent company, and as its president from 1993 to 2004. He served as a director of The First American Corporation and, as renamed in 2025, Cotality (formerly, CoreLogic, Inc.), from 1987 to 2011, and was Cotality's executive chairman from 2010 to 2011. He is a director of the Automobile Club of Southern California. We believe that Mr. Kennedy, who has worked with us in various capacities for over 40 years, has unparalleled executive experience in our industry. He also brings to the Company an incomparable understanding of our history and culture. |

  14. Class III Directors—Term Expiring 2028

    | Age: 71 Director since: 2010 Committees: Audit Compensation Independent: Yes | MARK C. OMAN Mr. Oman retired from Wells Fargo & Company in 2011, after serving it or its predecessors since 1979. He held numerous positions at Wells Fargo, including senior executive vice president (home and consumer finance) from 2005 until his retirement and group executive vice president (home and consumer finance) from 2002 to 2005. Mr. Oman also served as a director and the chief executive officer of Wachovia Preferred Funding Corp. from 2009 to 2011. He is currently involved with several private ventures and serves on a variety of private-company and nonprofit boards. Mr. Oman brings to the Board important insights into the mortgage market and working with large mortgage lenders. |

  15. Directors Serving through May 12, 2026

    Directors Serving through May 12, 2026

  16. Directors Serving through May 12, 2026

    | Age: 79 Director since: 2010 Committees: Audit (chair) Executive Independent: Yes | JAMES L. DOTI Dr. Doti has been a professor of economics at Chapman University since 1974 and served as Chapman University’s president from 1991 to 2016. He previously served on the boards of The First American Corporation, the Company’s prior parent company, Standard Pacific Corp. and Fleetwood Enterprises, Inc. Given his experience as president of Chapman University and his doctorate in economics from the University of Chicago, Dr. Doti gives our Company insight into the organizational challenges that large companies face and the impact of the economic environment on the Company. In connection with the Company’s mandatory retirement policy, Dr. Doti is not standing for reelection and, accordingly, it is anticipated that his service on the Board will be completed on May 12, 2026. |

  17. Directors Serving through May 12, 2026

    | Age: 80 Director since: 2011 Committees: Compensation (chair) Independent: Yes | MICHAEL D. MCKEE Mr. McKee has served as a principal of The Contrarian Group, a private equity firm, since 2018. He is the chairman of Realty Income Corporation (NYSE: O), a real estate investment trust, and the Tiger Woods Foundation. He served as a director of HCP, Inc. (NYSE: HCP), a publicly traded real estate investment trust, from 1989 to 2018, as executive chairman of HCP from 2016 to 2018 and, during 2016, he also served as interim chief executive officer and president of HCP. From 2010 to 2016, Mr. McKee was chief executive officer of Bentall Kennedy (U.S.), a registered real estate investment advisor. He also served as the chief executive officer and vice chairman of the board of directors of The Irvine Company, a privately-held real estate development and investment company, and as a partner with the law firm of Latham & Watkins LLP. Mr. McKee brings to the Board significant operating and executive management experience. This experience, combined with Mr. McKee’s extensive background in the real estate industry, facilitates the Board’s oversight of the Company’s operations and enhances its ability to assess strategic opportunities. In connection with the Company’s mandatory retirement policy, Mr. McKee is not standing for reelection and, accordingly, it is anticipated that his service on the Board will be completed on May 12, 2026. |

  18. Directors Serving through May 12, 2026

    See the section entitled “Security Ownership of Management,” which begins on page 16, for information pertaining to stock ownership of our directors. There are no family relationships among any of the directors or nominees or any of our executive officers. There are no arrangements or understandings between any director and any other person pursuant to which any director was or is to be selected as a director. Our Board is composed of directors who possess a mix of skills and experience that we believe align with, and facilitate effective oversight of, the Company’s strategy and risks. The following chart presents the percentage of director nominees and the other incumbent directors who possess substantive skills and have self-reported as being from experienced to highly experienced in these areas.

  19. Directors Serving through May 12, 2026

    | Board of Directors Skills and Experience |

  20. Directors Serving through May 12, 2026

    Our Board believes that a board with directors with a variety of skills and backgrounds is better able to effectively oversee the Company’s management and strategy and better positions the Company to deliver long-term value for our stockholders. As outlined on page 19, our Board utilizes a broad concept of diversity, recognizing that various factors add to the overall mix of perspectives of our Board as a whole. Based on self-reported demographic information, 73% of our directors identify as male, 27% identify as female, 9% identify as African American and 91% identify as white.

  21. Item 1. Election of Class I Directors

    Item 1. Election of Class I Directors Our certificate of incorporation provides for a classified Board. Each person elected as a Class I director at the annual meeting of stockholders will serve for a three-year term expiring on the date of the 2029 annual meeting and until his or her successor in office is elected and qualified. Our Board has nominated the following individuals for election as Class I directors: Mark E. Seaton Marsha A. Spence Deborah L. Wahl Unless otherwise specified by you in your proxy card, the proxies solicited by our Board will be voted “FOR” the election of each of the Class I director nominees. If any nominee should become unable or unwilling to serve as a director, the proxies will be voted for such substitute nominee(s) as shall be designated by our Board. Our Board presently has no knowledge that any of the nominees will be unable or unwilling to serve.

  22. Item 1. Election of Class I Directors

    | Our Board recommends that you vote "FOR" each of these Class I director nominees. |

  23. Executive Summary

    commercial division was exceptional, with revenue increasing 31.7% compared with the prior year to $1.0 billion, which was a key driver of the Company's positive overall results. The Company also grew its domestic title insurance market share by 0.9% on a trailing twelve-month basis as of the third quarter of 2025. In the Home Warranty segment, the Company delivered record pretax income of $86.5 million for the year and achieved a pretax margin of 19.5%. Management's achievements for the year also reflected effective execution of the Company’s technology strategy, including successfully launching our enhanced AI-powered Sequoia title production engine for refinance transactions in four test markets. The Company also launched Endpoint, our AI-native settlement platform, in one market and closed the industry's first AI-powered escrow transaction, while continuing to refine the tools and processes needed to scale adoption. While navigating ongoing difficult conditions in the residential purchase and refinance businesses, management was effective in maintaining disciplined expense management and continued focus on operating leverage. The Company also executed a leadership transition in April 2025 while sustaining consistent execution throughout the year. Corresponding to management's high level of performance in 2025, achievement relative to the targets for the Company’s annual incentive plan was 142% of target for the year. In addition, the Company's relative total shareholder return metric for the three-year performance period of 2023—2025 with respect to 2023 Long-Term Incentive Plan Performance Restricted Stock Units was at the 59th percentile relative to the comparator group of companies in the S&P MidCap 400 Index, and corresponding payouts were at 137% of target. The Committee believes that the compensation paid to management by our Company is commensurate with its performance and consistent with our Company's pay-for-performance philosophy. The Committee has structured the Company's executive compensation program utilizing several key pay elements to create a strong alignment between the interests of executive officers and long-term stockholders. Based on the positive support the Company has received from stockholder outreach efforts and the results of last year’s Say on Pay proposal, in which approximately 93% of the Company’s shares present and entitled to vote on the proposal approved, on an advisory basis, 2024 executive compensation, the Committee maintained the program's general structure for 2025. The Committee believes that this structure continues to represent a well-proportioned mix of stock-based compensation, retention value and at-risk compensation that produces desirable short-term and long-term performance incentives and rewards. Note: See Appendix A for the rationale behind the presentation of all non-GAAP financial measures referred to above and reconciliations to the nearest GAAP financial measures. The key pay elements for our executive compensation program, which are further described in the "Pay Elements and Practices" section below, are as follows:

  24. Executive Summary

    | ANNUAL INCENTIVE COMPENSATION | Annual incentive compensation is a key component of our executive compensation program given that it encourages our executive officers to strive for short-term results for our stockholders despite cyclical real estate market dynamics Our Annual Incentive Plan (“AIP”) compensates relative to performance against annual pretax margin and return on equity targets set during our annual financial planning process (subject to the Discretionary Adjustment, as described below). AIP awards are paid in: ✓ Cash and ✓ Restricted stock unit awards, which vest over three years (“Bonus RSUs”) | | Long-term Incentive Compensation | In addition to paying a portion of annual incentive compensation in Bonus RSUs, our program also drives focus on creating long-term value for our stockholders through our Long-Term Incentive Plan ("LTI Plan") that provides for the award of a Committee-determined grant of restricted stock units as follows: ✓ 50% are subject to three-year total shareholder return relative to the S&P MidCap 400 Index (such performance restricted stock units, “LTI PRSUs") and ✓ 50% vest over three years ("LTI RSUs") | | Base Salary | Fixed base salary provides an established source of income that is competitive and helps to attract and retain our executive officers |

  25. Leadership Transition During 2025

    | CURRENT CEO – MR. SEATON | CURRENT CFO – MR. WAJNER | OTHER NON-CEO/CFO ARRANGEMENTS | | • Base salary increased to $1.0 million as of April 10, 2025 • Annual incentive plan targets for 2025 increased to $1.8 million for the cash bonus and $1.8 million for the Bonus RSUs • Incremental LTI Plan award with target values of $737,500 in LTI RSUs and $737,500 in LTI PRSUs granted, bringing his total target LTI Award (as defined below) for 2025 to $3.175 million, the level commensurate with his new position | • Base salary increased to $625,000 as of April 10, 2025 • Annual incentive plan targets for 2025 increased to $500,000 for the cash bonus and $500,000 for the Bonus RSUs • Incremental LTI Plan award with target values of $192,500 in LTI RSUs and $192,500 in LTI PRSUs granted, bringing his total target LTI Award for 2025 to $625,000, the level commensurate with his new position • Entered into an employment agreement effective April 10, 2025 through December 31, 2027, as described below under "Employment Agreements" | • Ms. Cornehl's base salary increased to $500,000 as of April 10, 2025; her annual incentive plan targets for 2025 increased to $325,000 for the cash bonus and $325,000 for the Bonus RSUs; and she was granted an incremental LTI Plan award with target values of $50,000 in LTI RSUs and $50,000 in LTI PRSUs, bringing her total target LTI Award for 2025 to $650,000, the level commensurate with the additional responsibilities she assumed • In connection with Mr. Gilmore's appointment as Executive Chairman, he was granted an LTI Award with target values of $750,000 in RSUs and $750,000 in PRSUs |

  26. Pay Objectives

    | OUR KEY COMPENSATION OBJECTIVES | | • Motivate executive officers to deliver long-term stockholder value without taking excessive risk. • Encourage achievement of strong short-term results through cyclical real estate market dynamics. • Support the attraction, retention and motivation of a highly capable leadership team critical to creating long-term value for our stockholders. • Provide compensation levels that are competitive with significant competitors and other companies in our Company's peer group. |

  27. Compensation Mix

    Compensation Mix The Committee utilizes the particular elements of compensation described below because it believes they represent a well-proportioned mix of cash versus stock-based compensation, retention value and at-risk compensation that result fundamentally in a pay-for-performance orientation that produces desirable short-term and long-term performance incentives and rewards. By following this portfolio approach, the Committee endeavors to provide our executive officers with a competitive pay level that includes a measure of assurance with respect to their minimum level of compensation, while also motivating each executive officer to focus on the business metrics that will produce a high level of shorter-term performance for our Company with corresponding increases in long-term stockholder value. The following chart summarizes certain primary features of our executive compensation program's key pay elements: Note: Long-Term Incentive PRSU awards vest and become earned on the third anniversary of the grant date. Long-Term Incentive RSU and AIP Bonus RSU awards vest at a rate of 33 1/3% per year on each of the first three anniversaries of the grant date. The equity awards granted to executive officers in 2026 in connection with 2025 performance were granted on February 19, 2026.

  28. Compensation Mix

    | With this structure, our executive compensation program's mix of compensation is weighted heavily toward at-risk pay. In fact, approximately 88% of our CEO’s target pay is at risk (approximately 81%, on average, for our other executive officers). This is consistent with our overall philosophy of maintaining a pay mix that results fundamentally in a pay-for-performance orientation. The graphic below reflects the percentage of our executive officers’ 2025 target compensation (excluding Mr. DeGiorgio's) that was fixed versus performance-based, as well as the percentage of performance metric-based RSUs versus strictly time-based RSUs. | |

  29. Actual Compensation

    | | Actual 2025 Compensation | | | | Performance-Based(1) | Metric-Based RSUs(2) | | Named Executive Officer | (% of Total Compensation) | (% of Total RSUs Awarded) | | Seaton, M. | 90% | 71% | | Wajner, M. | 80% | 75% | | Cornehl, L. | 77% | 70% | | Adams, S. | 60% | 69% |

  30. Actual Compensation

    (1) Includes actual AIP cash bonus and all RSUs awarded. The AIP cash bonus and all RSU awards were made in the subsequent year in connection with the prior year’s performance (i.e., awarded in 2026 in connection with 2025 performance). (2) Metric-based RSUs include all Bonus RSUs granted for the specified year and all LTI PRSUs granted in connection with 2025 performance. The LTI Plan awards granted to Messrs. Seaton and Wajner and Ms. Cornehl in 2025 in connection with the leadership transition are excluded.

  31. Say on Pay Results and Stockholder Outreach

    | To help ensure that our compensation program aligns with the long-term interests of our stockholders, the Committee considered the input our Company has previously received during stockholder outreach efforts as well as additional feedback our Company received in its regular and ongoing communications with stockholders, all of which was discussed and reviewed with the Committee. |

  32. Summary of Executive Compensation Practices

    | KEY FEATURES OF OUR PROGRAM | | ✓ Pay-for-performance. Tie pay to performance by ensuring that a substantial portion of executive officer compensation is at-risk and related to our Company’s consolidated financial performance. ✓ Equity-based compensation. A substantial portion of compensation is paid in the form of RSUs and PRSUs to encourage alignment between the interests of executive officers and long-term stockholders and to discourage excessive risk taking. ✓ Multi-year performance-based equity awards. 50% of long-term incentive plan awards for executive officers are based on total shareholder return relative to the S&P MidCap 400 Index at the end of a three-year period, with performance-based payouts ranging from 0% to 200% of target. ✓ Peer group benchmarking. Peer group performance and compensation data is regularly reviewed by the Committee to inform compensation decisions. ✓ Stockholder engagement. Regularly communicate with stockholders to help ensure our compensation program aligns with the long-term interests of stockholders. ✓ Stock ownership guidelines. We have stock ownership guidelines of six times base salary for the chief executive officer, three times base salary for our other executive officers with base salaries equal to or greater than $500,000 and one-time base salary for our other executive officers with base salaries below $500,000. ✓ Clawback and forfeiture of previously awarded compensation. Compensation must be recouped if our Company’s reported financial results are restated due to material noncompliance with applicable financial reporting requirements which resulted in excess incentive compensation having been received and, in certain circumstances, may otherwise be recovered if the executive officer's misconduct results in loss or damage to our Company or our reputation. ✓ Limit RSU and PRSU acceleration upon change in control. The equity incentive plans and related award agreements do not automatically trigger acceleration of RSUs or PRSUs in the event of a Board-approved change-in-control of our Company. Only in the event of a change-in-control of our Company that is not approved by the Board would all unvested RSUs and PRSUs accelerate. ✓ Sustainability and Governance. Sustainability and governance actions, initiatives, or omissions that impact—and reflect the role of our Company in—broader society are considered in evaluating executive officer performance and determining compensation. ✓ Independent compensation consultant. The Committee uses an independent compensation consultant that provides no other services to our Company. ☒ No trading on margin or pledging of shares. Our trading policies prohibit our executive officers from holding Company securities in a margin account or pledging Company securities as collateral. ☒ No hedging. Hedging ownership of Company securities by engaging in short sales or trading in option contracts involving Company securities is prohibited. |

  33. Key Pay Elements

    | Benchmarking Compensation and Peer Group Development Overall compensation levels for our executive officers are determined based on a number of factors, including each individual’s roles and responsibilities within our Company, each individual’s experience and expertise, comparable compensation levels at peer companies, compensation levels in the marketplace for similar positions and the performance of the individual and our Company as a whole. In determining these compensation levels, the Committee considers all forms of compensation and benefits. | | | General | | | In order to determine competitive compensation practices, the Committee primarily relies upon data compiled from public filings ("proxy data") of selected companies (“comparator companies”) that it considers appropriate comparators for the purpose of developing executive compensation benchmarks. The comparator companies for 2025 (meaning the companies used in connection with determinations of the 2025 executive compensation program) are identified below, which are the same comparator companies used for 2024 compensation determinations. In addition, the Committee periodically considers nationally recognized survey data published by various consulting firms. Proxy data was used exclusively to develop benchmarks for Messrs. Seaton and DeGiorgio while a blend of proxy data and general industry survey data was used for Ms. Cornehl. For Messrs. Wajner and Adams, the Committee reviewed size-aligned survey data from the United States Mercer Benchmark Database that was reflective of our Company’s total revenue size at the end of 2024, except that, in connection with Mr. Wajner’s promotion to Executive Vice President, Chief Financial Officer, effective April 10, 2025, the Committee utilized proxy data to develop benchmarking for the compensation adjustments associated with his promotion to that role. The Committee considers the advice and recommendations developed by its independent compensation consultant to support our benchmarking principles. | |

  34. Key Pay Elements

    For 2026, the Committee broadened the peer group by adding three new peer companies, CNA Financial Corporation, Selective Insurance Group, Inc., and Stewart Information Services Corporation to provide a more comprehensive view of companies with similar financial profiles. The peer companies represent the Committee’s continuing efforts to identify a significant number of comparable companies notwithstanding the fact that there is only one other company in our Company’s primary industry (title insurance) with financial and operational characteristics similar to our Company’s. The Committee's independent compensation consultant analyzed and supported the Committee's selection of comparator companies to be used for benchmarking purposes. Use of Comparator Companies and Market Compensation Studies After consideration of the data collected on competitive compensation levels and relative compensation within the executive officer group, the Committee determines each individual executive officer's target total compensation or total compensation opportunities based on Company and individual performance and the need to attract, incentivize and retain an experienced and effective management team. The Committee examines the relationship of each executive officer’s base salary, target annual incentive bonus opportunity and potential long-term incentive awards to market data at the 25th, 50th, and 75th percentiles. The Committee does not believe, however, that compensation or compensation opportunities should be structured toward a uniform relationship to any specific percentile of the market data. Accordingly, total compensation for specific individuals will vary based on a number of factors, in addition to Company and individual performance, including scope of duties, tenure, institutional knowledge and/or difficulty in recruiting a replacement executive officer.

  35. Compensation Decision Process

    | COMPENSATION COMMITTEE | Composed entirely of independent directors | | GENERAL The Committee is comprised entirely of independent members of the Board. The Committee reviews and approves the base salaries of the executive officers of our Company, their annual incentive bonus programs, their long-term incentive compensation and other incentive and executive benefit plans. It also reviews and makes recommendations to the Board regarding director compensation. The Committee, in consultation with the independent compensation consultant that it retains, analyzes the reasonableness of the compensation paid to the executive officers. In discharging its functions, as described in more detail above, the Committee reviews compensation data from comparable companies and from relevant surveys, which it utilizes to assess the reasonableness of compensation for our Company’s executive officers. | | | COMPENSATION COMMITTEE CHARTER The Committee’s function is more fully described in its charter, which is regularly reviewed and has been approved by our Company’s Board. The charter is available in the corporate governance section of our Company’s website at www.firstam.com. | | | SETTING AIP METRICS The Committee sets the AIP metrics, such as pretax margin and return on equity, based on our Company’s financial plan for the applicable year, which is reviewed and approved by our Board. | | | ANNUAL INCENTIVE METRICS AIP metrics set based on rigorous financial planning process that includes third-party forecasts and that recognized the cyclical nature of our business | Our financial plan is developed following a rigorous financial planning process that contemplates difficult to forecast levels of real estate activity, mortgage originations and interest rates, expenses, capital and liquidity needs, tax rates and investment needs. Our Board also considers industry data and forecasts, risks and challenges associated with achievement of the financial plan and other key budgeting assumptions before approving our financial plan, from which the annual incentive targets are determined. The third-party forecasts of real estate and mortgage activity used by our Board as part of this process, while helpful to our planning efforts, are often inaccurate and sometimes materially inaccurate. | | Due to the cyclical nature of our business, our financial plan and, consequently, the metrics utilized for our AIP, are not tied to the prior year’s actual results. The Committee believes that setting rigorous performance metrics in light of the expected business climate—as opposed to the business climate in earlier periods—incentivizes performance and, thereby, maximizes value to our stockholders and to do otherwise would demotivate our employees. | |

  36. Compensation Decision Process

    | INDEPENDENT COMPENSATION CONSULTANT | | In making its determinations with respect to executive officer compensation, the Committee engages the services of Semler Brossy Consulting Group, LLC to assist with its review of the compensation package of the chief executive officer and other executive officers. In addition, the compensation consultant has assisted the Committee with related projects, such as evaluating non-employee director pay levels, advice with respect to the design of executive compensation programs, review of annual management incentive bonus plans, preparation or review of certain of our Company’s compensation-related disclosures and related tasks. The Committee retains its compensation consultant directly, although in carrying out assignments, the compensation consultant also interacts with Company management to the extent necessary and appropriate. The compensation consultant performs no services for management, however, at the direction of the Committee, it does assist in the preparation or review of certain of our Company’s compensation-related disclosures, including this Compensation Disclosure and Analysis, and related projects. The Committee has assessed the independence of the consultant and has concluded that no conflicts of interest exist that would prevent the consultant from serving as independent consultant to the Committee. |

  37. Base Salary

    Base Salary The Committee sets base salaries for executive officers based on the individual’s position within our Company and the individual’s current and sustained performance results. The Committee reviews executive officer base salaries each year and makes any adjustments it deems necessary based on, among other factors, the overall performance of our Company, new roles and/or responsibilities assumed by the executive officer, the general performance of the business units or departments over which the executive officer has responsibility, the significance of the executive officer’s impact on the achievement of our Company’s strategic goals, the executive officer’s length of service with our Company and the executive officer’s base salary relative to the base salaries of similar individuals in peer companies and market data. The Committee gives no specific weighting to any one factor in setting the level of base salary and the process ultimately relies on the subjective exercise of the Committee’s judgment. Based on our Company’s peer group and relevant compensation survey data, the Committee also takes into account the executive officer’s potential as a key contributor and amounts that may be required to recruit new executive officers. Other than in the case of new hires or promotions, the Committee generally determines base salaries for executive officers around the beginning of each calendar year. As described below under “Employment Agreements,” Messrs. Seaton and Wajner and Ms. Cornehl have employment agreements with our Company that specify their respective minimum base salaries. These amounts may be increased at the discretion of the Committee. In February 2025, the Committee reviewed executive officer compensation, including base salaries. The Committee determined that, based on its assessment of relevant peer company and market data, as well as the individual performance of the executive officers in their roles, the base salaries should be adjusted for the executive officers. As a result, the Committee increased Mr. Seaton's base salary from $700,000 to $725,000; Mr. Wajner's from $350,000 to $370,000; Ms. Cornehl's from $450,000 to $460,000; Mr. Adams from $360,000 to $370,000; and Mr. DeGiorgio's from $925,000 to $1,000,000. In May 2025, the Committee reviewed the base salaries of Messrs. Seaton and Wajner and Ms. Cornehl in connection with the leadership transition that occurred on April 10, 2025. Based on its assessment of relevant peer company data and the advice of its compensation consultant, the Committee determined that increases to these executives' base salaries were appropriate, effective as of April 10, 2025, in light of Mr. Seaton’s promotion to Chief Executive Officer, Mr. Wajner’s promotion to Executive Vice President, Chief Financial Officer, and Ms. Cornehl’s assumption of additional responsibilities. Accordingly, Mr. Seaton’s base salary was increased from $725,000 to $1,000,000, Mr. Wajner’s base salary was increased from $370,000 to $625,000, and Ms. Cornehl’s base salary was increased from $460,000 to $500,000. In summary, the base salaries of the executive officers as of December 31, 2025 and as of December 31, 2024 are as follows:

  38. Annual Incentive Compensation

    Annual Incentive Compensation

  39. Annual Incentive Compensation

    | | The Committee considers annual incentive compensation to be a key component of our executive compensation program given that it encourages our executive officers to strive for short-term results for our stockholders despite cyclical real estate market dynamics. Our AIP compensates based on performance against annual pretax margin and return on equity targets set during our annual financial planning process (subject to the Discretionary Adjustment, as described below). AIP awards are paid utilizing the following two pay elements: cash bonus payouts and Bonus RSUs which vest over three years. The split between cash bonus payouts and Bonus RSUs depends on the particular employee's total compensation. |

  40. Annual Incentive Compensation

    While the Committee believes that most companies’ annual incentive bonuses are paid solely in cash, the payment of a portion of our annual incentive bonuses in Bonus RSUs that vest over a three-year period reflects the Committee’s desire to align the interests of participating employees and our Company’s long-term stockholders. This structure furthers this goal by discouraging participating employees from excessive risk taking, focusing employees on creating long-term value for our stockholders and supporting employee retention. Accordingly, the Committee believes that an incentive structure with a meaningful portion of compensation tied to annual performance is most effective in addressing cyclicality in our business and motivating and rewarding executive officers to enhance long-term stockholder value. As was the case in recent years, the Committee structured payouts under the 2025 AIP to be based on measurable performance against specific financial targets that the Committee believes to be key drivers of stockholder value. Like in 2024, financial targets collectively accounted for 100% of the 2025 AIP payouts to executive officers, with the resulting amount being subject to adjustment of up to 30 percentage points in the discretion of the Committee. The Discretionary Adjustment gives the Committee the ability to adjust the AIP payouts for unanticipated external factors, such as regulatory changes or meaningful changes in interest rates; success in strategic initiatives designed to create long-term stockholder value, such as technology projects, risk management efforts, employee engagement, or market share gains and losses in key markets; or sustainability and governance actions, initiatives, or omissions. The Committee also retains the ability to pay a participant a lower amount, including the discretion not to pay an annual incentive bonus. For 2025, the Committee did not make a Discretionary Adjustment. The 2025 AIP payouts to each executive officer (other than Mr. DeGiorgio who did not receive an AIP payout for 2025 on account of his separation) were determined by adjusting the applicable portion of the target incentive bonus amount (listed in the tables below under the column entitled “Weighting”) based on objective financial criteria in two areas (each listed in the table below under the column entitled “Metric”), with the result being subject to the Discretionary Adjustment as described above. Each financial metric had associated with it a threshold 50% payout level, a 100% payout level and a 200% payout level (listed in the table below under the columns entitled “Threshold”, “Target” and “Maximum”, respectively). With respect to both financial metrics (and subject to the Discretionary Adjustment), results below the threshold 50% payout level do not result in any payment and results above the maximum do not result in any additional payment. The percentage payout for results between the threshold and maximum is determined on a linear sliding scale basis between the two metric points on either side of the actual result (i.e., between the threshold and the target, or the target and the maximum, as applicable). Consistent with recent years, for 2025 the two financial metrics utilized by the Committee were: Pretax Margin: the pretax income of our Company divided by the gross revenue of our Company, excluding net gains/losses from the investment portfolio; net gains/losses from the venture investment portfolio; purchase-related amortization of intangible assets; and, in the discretion of the Committee, excluding the effects of non-operating items, such as asset impairments and legal settlements. Return on Equity: net income attributable to our Company divided by average invested stockholders’ equity (total equity excluding accumulated other comprehensive income/loss and noncontrolling interests), excluding net gains/losses from the investment portfolio; net gains/losses from the venture investment portfolio; purchase-related amortization of intangible assets; and, in the discretion of the Committee, excluding the effects of non-operating items, such as asset impairments and legal settlements. The Committee believes that retaining the two financial metrics utilized in the past, coupled with evaluation of a potential Discretionary Adjustment based on internal or external factors as described above, advances the objectives of our Company’s AIP program and properly balances the importance of (i) compensating based on objective short-term financial results that are important to stockholders, and (ii) retaining the ability to take into account the Committee’s subjective determination with respect to long-term value creation and overall performance. The Committee set the target financial metric payout levels at the pretax margin and return on equity set forth in our Company’s 2025 financial plan, which was unanimously approved by our Company’s Board following the general process described on page 38. The Committee believes these metrics, and the related performance levels, are indicators as to whether our Company, given the environment in which it is operating, has generated value for stockholders. The Committee also believes these metrics are utilized by stockholders, potential stockholders and their advisors in determining the value of our Company. For 2025, based on its assessment of relevant peer company data and the advice of its compensation consultant, the Committee increased threshold performance for each metric from 70% to 75% of target and decreased maximum performance for each metric from 133% to 125% of target. The target performance levels and actual performance for 2025 with respect to the financial metrics were as follows:

  41. Annual Incentive Compensation

    | Metric | Weighting | Threshold | Target | Maximum | Actual 2025 Results(1) | Metric Payout Percentage | | Pretax Margin(2) | 50% | 7.3% | 9.7% | 12.1% | 10.6% | 138% | | Return on Equity(2) | 50% | 7.1% | 9.5% | 11.9% | 10.6% | 146% | | Total | 100% | — | — | — | — | 142% |

  42. Annual Incentive Compensation

    (1) For purposes of determining performance level achievement, the Committee uses preliminary results and only considers an adjustment to the AIP payout amounts if final results would result in a greater than 2% change in the amount. As a result of this practice and the non-GAAP adjustments discussed in the following footnote, the number in the “Actual 2025 Results” column may differ from the results reported in our Company’s financial statements. (2) These are non-GAAP financial measures. Please see Appendix A for the rationale behind the presentation of these measures and reconciliations to the nearest GAAP financial measures. For 2026, subject to the Committee’s ability to award a lower amount, including the ability not to award any bonus, the AIP payout amounts will again be determined based on our Company’s return on equity (weighted 50%) and pretax margin (weighted 50%). As was the case in 2025, actual performance could result in payouts ranging from 50% to 200% of target, or 0% if performance is below threshold levels. The target 2026 AIP payout amounts will otherwise be adjusted in the same manner as in 2025, in that results below the threshold 50% payout level do not result in any payment and results above the maximum do not result in any additional payment. The percentage payout for results between the threshold and maximum will again be determined on a linear sliding scale basis between the two metric points on either side of the actual result (i.e., between the threshold and the target, or the target and the maximum, as applicable). Annual Cash Bonus As part of its review in February 2025, the Committee set target cash bonus amounts for 2025. The Committee determined that, based on its assessment of relevant peer company and market data, as well as the individual performance of the executive officers in their roles, the target cash bonus amounts for 2025 should be adjusted for the executive officers. As a result, the Committee increased Mr. Seaton's target cash bonus amount from $725,000 to $750,000; each of Messrs. Wajner's and Mr. Adams' from $152,750 to $159,250; and Mr. DeGiorgio's from $1,850,000 to $2,000,000. Although Ms. Cornehl's target AIP bonus increased overall by $35,000 for 2025, her target cash bonus decreased from $297,000 to $287,500 on account of her cash and equity split moving from 55% cash and 45% equity in 2024 to an equal split in 2025 in accordance with Company policy. In May 2025, the Committee reevaluated the target cash bonus amounts of Messrs. Seaton and Wajner and Ms. Cornehl in connection with the leadership transition that occurred on April 10, 2025. Based on its assessment of relevant peer company data and the advice of its compensation consultant, the Committee determined that increases to these executives' target cash bonus amounts for 2025 were appropriate in consideration of Mr. Seaton’s promotion to Chief Executive Officer, Mr. Wajner’s promotion to Executive Vice President, Chief Financial Officer and Ms. Cornehl’s assumption of additional responsibilities. As a result, the Committee increased Mr. Seaton's target cash bonus amount from $750,000 to $1,800,000; Mr. Wajner's from $159,250 to $500,000; and Ms. Cornehl's from $287,500 to $325,000. Each executive officer's AIP cash bonus payout for 2025, excluding Mr. DeGiorgio, was determined by adjusting the target cash bonus amount by the level of achievement of the financial metrics described above. The following table summarizes the computation of the 2025 AIP cash bonuses for each executive officer. It also provides the 2024 AIP cash bonus amounts for comparison purposes. The amounts in the table below are reflected in the Summary Compensation Table under the column entitled “Non-Equity Incentive Plan Compensation.”

  43. Annual Incentive Compensation

    | Named Executive Officer | 2025 Target Annual Cash Bonus | 2025 Performance Metric Result(1) | 2025 Actual Cash Bonus | 2024 Actual Cash Bonus | | Seaton, M. | $1,800,000 | 142% | $2,556,000 | $964,250 | | Wajner, M. | $500,000 | 142% | $710,000 | $203,158 | | Cornehl, L. | $325,000 | 142% | $461,500 | $395,010 | | Adams, S. | $159,250 | 142% | $226,135 | $203,158 | | DeGiorgio, K.(2) | $2,000,000 | — | — | $2,460,500 |

  44. Annual Incentive Compensation

    (1) The target performance levels and actual performance with respect to the financial metrics are set forth in the metric summary table on page 42. (2) Mr. DeGiorgio did not receive a cash bonus in connection with his 2025 employment. In February 2026, the Committee reviewed the target cash bonus amounts of our executive officers. The Committee determined, based on its assessment of relevant peer company and market data, as well as the individual performance of the executive officers in their roles, that the target cash bonuses of the executive officers should be adjusted. As a result, the Committee increased Mr. Seaton's target cash bonus from $1,800,000 to $1,900,000; Mr. Wajner's from $500,000 to $675,000; and Ms. Cornehl's from $325,000 to $450,000. Although the Committee maintained Mr. Adams' overall target AIP bonus for 2026, his target cash bonus increased from $159,250 to $171,500 due to his cash and equity split moving from 65% cash and 35% equity in 2025 to 70% cash and 30% equity in 2026 in accordance with Company policy. Annual Equity Bonus As part of its review in February 2025, the Committee set target Bonus RSU amounts for 2025. The Committee determined that, based on its assessment of relevant peer company and market data, as well as the individual performance of the executive officers in their roles, the target Bonus RSU amounts for 2025 should be adjusted for the executive officers. As a result, the Committee increased Mr. Seaton's target Bonus RSU amount from $725,000 to $750,000; each of Messrs. Wajner's and Mr. Adams' from $82,250 to $85,750; Ms. Cornehl's from $243,000 to $287,500 (a portion of such increase resulting from Ms. Cornehl's cash and equity split moving from 55% cash and 45% equity in 2024 to an equal split in 2025 in accordance with Company policy); and Mr. DeGiorgio's from $1,850,000 to $2,000,000. In May 2025, the Committee reevaluated the target Bonus RSU amounts of Messrs. Seaton and Wajner and Ms. Cornehl in connection with the leadership transition that occurred on April 10, 2025. Based on its assessment of relevant peer company data and the advice of its compensation consultant, the Committee determined that increases to these executives' target Bonus RSU amounts for 2025 were appropriate in consideration of Mr. Seaton’s promotion to Chief Executive Officer, Mr. Wajner’s promotion to Executive Vice President, Chief Financial Officer and Ms. Cornehl’s assumption of additional responsibilities. As a result, the Committee increased Mr. Seaton's target Bonus RSU amount from $750,000 to $1,800,000; Mr. Wajner's from $159,250 to $500,000; and Ms. Cornehl's from $287,500 to $325,000. Each executive officer's Bonus RSU payout amount for 2025, excluding Mr. DeGiorgio, was determined by adjusting the target Bonus RSU amount by the level of achievement of the 2025 AIP financial metrics described above. The following table summarizes the computation of the 2025 Bonus RSU amounts for each executive officer. It also provides the 2024 Bonus RSU amounts for comparison purposes.

  45. Annual Incentive Compensation

    | Named Executive Officer | 2025 Target Bonus RSU Amount | 2025 Performance Metric Result(1) | 2025 Actual Bonus RSU Amount | 2024 Bonus RSU Amount | | Seaton, M. | $1,800,000 | 142% | $2,556,000 | $964,250 | | Wajner, M. | $500,000 | 142% | $710,000 | $109,392 | | Cornehl, L. | $325,000 | 142% | $461,500 | $323,190 | | Adams, S. | $85,750 | 142% | $121,765 | $109,392 | | DeGiorgio, K.(2) | $2,000,000 | — | $— | $2,460,500 |

  46. Annual Incentive Compensation

    (1) The target performance levels and actual performance with respect to the AIP financial metrics are set forth in the metric summary table on page 42. (2) Mr. DeGiorgio did not receive a Bonus RSU award in connection with his 2025 employment. In February 2026, the Committee reviewed the target Bonus RSU amounts of our executive officers. The Committee determined, based on its assessment of relevant peer company and market data, as well as the individual performance of the executive officers in their roles, that the target Bonus RSU amounts of the executive officers should be adjusted. As a result, the Committee increased Mr. Seaton's target Bonus RSU amount from $1,800,000 to $1,900,000; Mr. Wajner's from $500,000 to $675,000; and Ms. Cornehl's from $325,000 to $450,000. Although the Committee maintained Mr. Adams' overall target AIP bonus for 2026, his target Bonus RSU amount decreased from $85,750 to $73,500 due to his cash and equity split moving from 65% cash and 35% equity in 2025 to 70% cash and 30% equity in 2026 in accordance with Company policy. Bonus RSUs are denominated in units of our Company’s common stock. In accordance with Company policy, the number of units granted to an executive officer in 2026 in connection with 2025 performance, which were granted on February 19, 2026, the second day on which the New York Stock Exchange was open for trading following the submission of our Company’s Annual Report on Form 10-K, was determined by dividing the dollar amount of the Bonus RSUs that the Committee determined to be granted by the fair market value of our Company’s stock on that date. Our Company’s 2020 Incentive Compensation Plan defines the fair market value as the last sale price reported for a share of our Company’s common stock on the New York Stock Exchange on the last trading day preceding the grant date. These underlying shares, plus any dividend equivalent shares accrued during the vesting period, are generally distributed to the executive officer upon vesting. The Bonus RSUs issued to executive officers in or after 2023, based on the level of achievement in the prior respective year, vest over three years at a rate of 33 1/3% on each anniversary of the date of grant. The Bonus RSUs issued to executive officers in 2022 in connection with 2021 performance vest over four years at a rate of 25% on each anniversary of the date of grant. Vesting accelerates in certain circumstances, including death, disability, normal retirement, and termination by our Company without cause. In addition, vesting of the Bonus RSUs accelerates in connection with early retirement. Early retirement means the termination of the recipient’s employment, other than for cause, after having reached age 55 and 10 years of service. Normal retirement means the termination of the recipient’s employment, other than for cause, after having reached age 60, irrespective of the number of years of service. In the case of death or disability, delivery of the underlying shares is made as soon as administratively practicable. In the case of normal retirement or early retirement or termination by our Company without cause, delivery of the underlying shares is made one year after the termination date. A holder of RSUs has none of the rights of a stockholder unless and until shares are actually delivered to the holder. In the case of disability, early retirement, normal retirement and termination by our Company without cause, the executive officer shall also be required to sign a separation agreement. The Bonus RSUs issued in 2025 and 2026 to our Company’s executive officers, based on the level of achievement in 2024 and 2025, respectively, provided that, except in the case of death, disability or certain change-in-control scenarios, none of the Bonus RSUs would be eligible to vest unless certain performance criteria were met. In particular, Bonus RSUs would not vest unless the net income of our Company in the year of grant was at least $25 million, excluding Extraordinary Items. For purposes of this calculation, “Extraordinary Items” means (a) asset write-downs, (b) litigation or claim judgments or settlements, (c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (d) any reorganization and restructuring programs, (e) extraordinary, unusual and/or nonrecurring items of gain or loss and (f) foreign exchange gains and losses. The Committee determined that this target was met for 2025, with the result that the Bonus RSUs granted in 2025 to the executive officers would vest, subject to satisfaction of other applicable conditions. It should be noted that, as required by applicable rules, the Summary Compensation, Grants of Plan-Based Awards and Outstanding Equity Awards at Fiscal Year End tables in this proxy statement reflect Bonus RSUs issued to the executive officers in 2025 for performance in 2024. Similarly, the Bonus RSUs issued in 2026 for performance in 2025 are not reflected in those tables contained in this proxy statement. Applicable rules require that these tables only reflect equity awards granted to the executive officers in 2025.

  47. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation The Committee has continued its practice of tying a meaningful portion of the executive officers' total compensation to long-term incentives through the issuance of long-term incentive awards under the LTI Plan ("LTI Awards"). The Committee again elected to issue LTI Awards to executive officers in 2026 (in connection with 2025 performance) in equal 50% allocations of LTI PRSUs with longer-term performance metrics and LTI RSUs with multi-year vesting periods. The Committee believes that LTI Awards are effective in aligning the interests of executive officers with those of its long-term stockholders. The Committee believes that LTI Awards, particularly being coupled with the AIP Bonus RSU pay element, discourage executive officers from taking excessive risk for short-term gains, focus executive officers on increasing long-term stockholder value and increase retention. The approximate dollar values of the LTI Awards granted by the Committee to the executive officers in 2026 in connection with 2025 performance are provided in the following table, together with the comparable amounts granted in 2025 for 2024 performance and additional incremental LTI Awards granted in 2025 in connection with the leadership transition.

  48. Long-Term Equity Incentive Compensation

    | Named Executive Officer | LTI RSUs Granted in 2026 in Connection with 2025 Performance(1) | LTI PRSUs Granted in 2026 in Connection with 2025 Performance(1)(2) | Total LTI Awards Granted in 2026 in Connection with 2025 Performance(1) | LTI Awards Granted in 2025 in Connection with 2024 Performance and the Leadership Transition(1)(3) | | Seaton, M. | $1,750,000 | $1,750,000 | $3,500,000 | $3,175,000 | | Wajner, M. | $362,500 | $362,500 | $725,000 | $625,000 | | Cornehl, L. | $337,500 | $337,500 | $675,000 | $650,000 | | Adams, S. | $100,000 | $100,000 | $200,000 | $175,000 | | DeGiorgio, K. | $— | $— | $— | $3,400,000 |

  49. Long-Term Equity Incentive Compensation

    (1) The actual grant date dollar value of the LTI Awards may differ slightly from these dollar amounts in the table due to rounding. The LTI Awards granted in 2026 in connection with 2025 performance were granted on February 19, 2026. (2) The dollar amount reflects the target value of the LTI PRSU award approved by the Committee. The actual value of the award and the number of shares ultimately received by a recipient will vary based on our total shareholder return over the three-year performance period relative to the companies in the S&P MidCap 400 Index at the beginning of the performance period, plus any dividend equivalent shares accrued prior to delivery. The grant date fair values of the LTI PRSU awards, as determined under applicable accounting guidance for financial reporting purposes, are reflected in the Grants of Plan Based Awards Table under the column entitled "Grant Date Fair Value of Stock Awards." Messrs. Seaton and Wajner were promoted and Ms. Cornehl assumed additional responsibilities in connection with the leadership transition after the February 24, 2025 grant of LTI Awards in respect of 2024 performance. Accordingly, their 2025 LTI Awards were granted in two parts, consisting of an initial grant on February 24, 2025 (in connection with 2024 performance) and an incremental grant on June 20, 2025 (in connection with the leadership transition), together comprising the total LTI Awards for 2025 reflected in this column. The incremental grants made on June 20, 2025 were issued in equal 50% allocations of LTI PRSUs and LTI RSUs. The dollar amount for the LTI PRSU component of the award reflects the target value of the award as approved by the Committee. The actual value of the LTI PRSU awards and the number of shares ultimately received by a recipient will vary based on our total shareholder return over the three-year performance period relative to the companies in the S&P MidCap 400 Index at the beginning of the performance period, plus any dividend equivalent shares accrued prior to delivery. The grant date fair values of the LTI PRSU awards, as determined under applicable accounting guidance for financial reporting purposes, are reflected in the Grants of Plan-Based Awards Table under the column entitled "Grant Date Fair Value of Stock Awards."

  50. Long-Term Equity Incentive Compensation

    | In determining the amount of LTI RSUs and target LTI PRSUs ("Target PRSUs") to grant to executive officers, the Committee reviewed the performance of our Company and the executive officers along with compensation levels at peer companies and market data. The Committee's decision further reflected the Committee's assessment of the individual performance of these executive officers during the year, including their notable achievements and challenges faced, as summarized in the “Performance Overview” section beginning on page 27. Among other considerations, the award increase for Mr. Seaton reflected his commendable leadership throughout the year, enabling the Company to deliver strong results and successes in strategic initiatives that drove long-term value creation for our stockholders. The award increases for Messrs. | |

  51. Long-Term Equity Incentive Compensation

    Wajner and Adams further demonstrated their ongoing strength in leading the Company’s financial function. The award increase for Ms. Cornehl reflected her effectiveness in safeguarding the Company’s interests through disciplined risk management and strong advocacy on behalf of the Company across complex legal and regulatory matters. The executive officers' contributions were also reflected in the Company's achievements against strategic initiatives, leading to the Company's continued recognition on notable workplace lists, including the Fortune 100 Best Companies to Work For® list in the United States for the last ten years and Best Workplaces™ in Canada list for the last eleven years; Fortune® Best Workplaces for Women™ in the United States and Great Place to Work® list for Best Workplaces™ for Women in Canada for the tenth year in a row; Fortune Best Workplaces for Parents™ list in 2025; People® Magazine's Companies that Care list for the fourth time; and Military Friendly® Employer for the first time. In accordance with Company policy, the number of LTI RSUs and Target PRSUs granted to an executive officer in 2026 in connection with 2025 performance, which were granted on February 19, 2026, the second day on which the New York Stock Exchange was open for trading following the submission of our Company’s Annual Report on Form 10-K, were determined by dividing the dollar amount of the LTI RSUs and Target PRSUs that the Committee determined to be granted by the fair market value of our Company’s stock on that date. Our Company’s 2020 Incentive Compensation Plan defines the fair market value as the last sale price reported for a share of our Company’s common stock on the New York Stock Exchange on the last trading day preceding the grant date. A holder of LTI RSUs and/or LTI PRSUs has none of the rights of a stockholder unless and until shares are actually delivered to the holder. LTI Awards Granted in 2025 in Connection with the Leadership Transition In order to align long-term incentive compensation with the increased scope and responsibilities resulting from Mr. Seaton's promotion to Chief Executive Officer, Mr. Wajner's promotion to Executive Vice President, Chief Financial Officer and Ms. Cornehl's assumption of additional responsibilities, and based on the Committee’s assessment of relevant peer-company and market data and the recommendation of the Committee's independent compensation consultant, the Committee approved incremental LTI Awards on June 20, 2025 to Messrs. Seaton and Wajner and Ms. Cornehl in connection with the leadership transition. These incremental awards, granted in equal 50% allocations of LTI PRSUs and LTI RSUs, increased these executive officers' total LTI Awards granted in 2025 to levels the Committee believes are commensurate with their new positions and expanded responsibilities. The LTI PRSUs are earned based on our total shareholder return performance over the three-year performance period from January 1, 2025 to December 31, 2027 relative to the companies in the S&P MidCap 400 Index at the beginning of the performance period and to service-based vesting conditions consistent with those applicable to other LTI PRSU grants made to executive officers in 2025. The LTI RSUs vest with respect to one-third of the RSUs on each of the first three anniversaries of the grant date and are otherwise subject to the same terms and conditions as the LTI RSU grants made to executive officers in 2025.

  52. Long-Term Equity Incentive Compensation

    | Named Executive Officer | Target Leadership Transition LTI PRSUs(1) | Target Leadership Transition LTI RSUs | Target Total Leadership Transition LTI Award | | Seaton, M. | $737,500 | $737,500 | $1,475,000 | | Wajner, M. | $192,500 | $192,500 | $385,000 | | Cornehl, L. | $50,000 | $50,000 | $100,000 |

  53. Long-Term Equity Incentive Compensation

    (1) The dollar amount reflects the target value of the LTI PRSU award approved by the Committee. The actual value of the award and the number of shares ultimately received by a recipient will vary based on our total shareholder return over the three-year performance period relative to the companies in the S&P MidCap 400 Index at the beginning of the performance period, plus any dividend equivalent shares accrued prior to delivery. The grant date fair values of the awards, as determined under applicable accounting guidance for financial reporting purposes, are reflected in the Grants of Plan-Based Awards Table under the column entitled "Grant Date Fair Value of Stock Awards." LTI PRSUs Granted in 2026 in Connection with 2025 Performance LTI PRSUs represent the right to receive shares of common stock of our Company in an amount from 0% to 200% of the Target PRSUs. The number of shares earned will be determined based on relative total shareholder return ("rTSR") over a three-year performance period as compared to the companies in the S&P MidCap 400 Index at the beginning of the performance period (the “Index”) with the number of delivered shares equal to the number of Target PRSUs multiplied by the applicable percentage set forth in the following table (“Earned PRSUs”). The shares underlying the Earned PRSUs, plus any dividend equivalent shares accrued prior to delivery, generally become earned upon satisfaction of the service requirement. The service requirement is satisfied if the recipient does not experience a termination of employment prior to the third anniversary of the date of grant.

  54. Long-Term Equity Incentive Compensation

    | Performance Level | rTSR Rank(1) | Payout(2) | | Below Threshold | <25th Percentile | 0% | | Threshold | 25th Percentile | 50% | | Target | 50th Percentile | 100% | | Maximum | >=75th Percentile | 200% |

  55. Long-Term Equity Incentive Compensation

    (1) rTSR Rank is calculated based on our Company’s total shareholder return relative to the total shareholder return of each company in the Index. (2) For performance between threshold and target and between target and maximum, the percentage of the Target PRSUs that become Earned PRSUs will be determined on straight line interpolation. LTI PRSUs granted in 2026 have a performance period of January 1, 2026 through December 31, 2028. The service requirement is also deemed satisfied in certain circumstances, including death, disability and normal retirement. Normal retirement means the termination of the executive officer’s employment, other than for cause, after having reached age 60 irrespective of the number of years of service. In the case of disability, normal retirement and termination by our Company without cause, the executive officer shall also be required to sign a separation agreement. In the case of death or disability, the executive officer shall receive shares equal to the number of Target PRSUs as soon as administratively practicable. In the case of normal retirement, the executive officer shall receive shares equal to the number of Earned PRSUs (as defined in our Company’s 2020 Incentive Compensation Plan) after the end of the performance period. In addition, the service requirement is deemed satisfied in connection with termination by our Company without cause, but only for the portion of the three-year vesting period actually completed, with payout based on actual performance at the end of the performance period. Other than the early retirement provisions, the terms of the LTI RSUs are identical to the terms of the Bonus RSUs described above beginning on page 44. Like Bonus RSUs, LTI RSUs for executive officers are also tied to a performance-vesting condition. As indicated above with respect to the Bonus RSUs, as required by applicable rules, LTI Awards granted in 2026 in connection with 2025 performance are not reflected in the Summary Compensation table, the Grants of Plan-Based Awards table or the Outstanding Equity Awards at Fiscal Year End table contained herein. Those tables reflect LTI Awards granted in 2025 in connection with 2024 performance. Vesting of 2023 LTI PRSUs The LTI PRSUs granted to executive officers in 2023 with respect to 2022 performance were earned based on the Company's rTSR performance relative to the Index during the performance period of January 1, 2023 through December 31, 2025, subject to vesting upon satisfaction of the service requirement. Performance was certified by the Compensation Committee on February 4, 2026 based on results which were provided by a third party equity administration consulting firm. The following table sets forth the performance levels and the corresponding payouts applicable to the 2023 LTI PRSUs, the Company's rTSR performance during the performance period and the resulting payout.

  56. Long-Term Equity Incentive Compensation

    | Performance Level | rTSR Rank | Payout | | Below Threshold | <25th Percentile | 0% | | Threshold | 25th Percentile | 50% | | Target | 50th Percentile | 100% | | Maximum | >=75th Percentile | 200% | | Result | 59th Percentile | 137% |

  57. Long-Term Equity Incentive Compensation

    The number of 2023 LTI PRSUs earned for each executive officer:

  58. Long-Term Equity Incentive Compensation

    | Named Executive Officer | Target 2023 LTI PRSUs | Payout Percentage | Earned PRSUs(1) | | Seaton, M. | 11,467 | 137% | 17,460 | | Wajner, M. | 1,802 | 137% | 2,735 | | Cornehl, L. | 3,276 | 137% | 4,982 | | Adams, S. | 1,351 | 137% | 2,050 | | DeGiorgio, K. | 16,848(2) | 137% | 25,660 |

  59. Long-Term Equity Incentive Compensation

    (1) Reflects the 2023 LTI PRSUs which were earned, plus dividend equivalent shares accrued during the vesting period. (2) Mr. DeGiorgio's target 2023 LTI PRSUs reflected above were pro-rated based on his period of service from the grant date until April 24, 2025, when his employment ended, pursuant to his Performance Restricted Stock Unit Award Agreement.

  60. Summary of Base Salary, Cash Bonus and Equity Incentive Compensation Paid or Granted for 2025

    Summary of Base Salary, Cash Bonus and Equity Incentive Compensation Paid or Granted for 2025 The following table summarizes for each executive officer the amount paid or awarded in connection with 2025 performance in the form of total base salary, cash bonus (paid in 2026 for 2025 performance), Bonus RSUs (granted in 2026 for 2025 performance) and LTI Awards (granted in 2026 in connection with 2025 performance). This table is not a substitute for the compensation tables required by the Securities and Exchange Commission and included under the heading “Executive Compensation Tables” herein, but it provides a more accurate picture of how the Committee viewed its compensation actions for the executive officers in connection with performance in 2025:

  61. Summary of Base Salary, Cash Bonus and Equity Incentive Compensation Paid or Granted for 2025

    | | | Paid/Granted in 2026 in Connection with 2025 Performance | | | | | | | Named Executive Officer | Base Salary Paid in 2025(1) | Actual Cash Bonus | Bonus RSUs | LTI RSUs | LTI PRSUs(2) | Total for 2025 | Total for 2024(3)(4) | | Seaton, M. | $907,827 | $2,556,000 | $2,556,000 | $1,750,000 | $1,750,000 | $9,519,827 | $4,258,500 | | Wajner, M. | $542,673 | $710,000 | $710,000 | $362,500 | $362,500 | $2,687,673 | $902,550 | | Cornehl, L. | $486,769 | $461,500 | $461,500 | $337,500 | $337,500 | $2,084,769 | $1,713,585 | | Adams, S. | $369,539 | $226,135 | $121,765 | $100,000 | $100,000 | $917,439 | $846,012 | | DeGiorgio, K.(5) | $353,808 | $— | $— | $— | $— | $353,808 | $9,153,500 |

  62. Summary of Base Salary, Cash Bonus and Equity Incentive Compensation Paid or Granted for 2025

    (1) Base salary paid in 2025 is equal to the corresponding amount reflected in the Summary Compensation Table under the column entitled “Salary”. The dollar amounts reflect the target value of the LTI PRSU award approved by the Committee. The actual value of the award and the number of shares ultimately received by a recipient will vary based on our total shareholder return over the three-year performance period relative to the companies in the S&P MidCap 400 Index at the beginning of the performance period, plus any dividend equivalent shares accrued prior to delivery. The grant date fair values of the awards, as determined under applicable accounting guidance for financial reporting purposes, are reflected in the Grants of Plan-Based Awards Table under the column entitled "Grant Date Fair Value of Stock Awards." For purposes of the calculation of the total, base salary paid in 2024 is equal to the corresponding amount reflected in the Summary Compensation Table under the column entitled “Salary”. Unlike the tables presented earlier in this section, the figures for 2024 base salaries paid, as reflected in this table above, account for the temporary and voluntary reductions in base salary for Messrs. Seaton and DeGiorgio, as described above. (4) Messrs. Seaton and Wajner were promoted and Ms. Cornehl assumed additional responsibilities in connection with the leadership transition after the February 24, 2025 grant of LTI Awards in respect of 2024 performance. Accordingly, their 2025 LTI Awards were granted in two parts, consisting of an initial grant on February 24, 2025 (in connection with 2024 performance) and an incremental grant on June 20, 2025 (in connection with the leadership transition), together comprising the total LTI Awards for 2025 reflected in this column. The incremental grants made on June 20, 2025 were issued in equal 50% allocations of LTI PRSUs and LTI RSUs. The dollar amount for the LTI PRSU component of the award reflects the target value of the award as approved by the Committee. The actual value of the LTI PRSU award and the number of shares ultimately received by a recipient will vary based on our total shareholder return over the three-year performance period relative to the companies in the S&P MidCap 400 Index at the beginning of the performance period, plus any dividend equivalent shares accrued prior to delivery. The grant date fair values of the LTI PRSU award, as determined under applicable accounting guidance for financial reporting purposes, are reflected in the Grants of Plan-Based Awards Table under the column entitled "Grant Date Fair Value of Stock Awards." (5) Mr. DeGiorgio did not receive annual incentive compensation or long-term incentive compensation in connection with 2025 performance.

  63. Clawback Policy

    Clawback Policy Our Company has adopted a clawback policy applicable to all executive officers that is intended to comply with, and to be administered and interpreted consistent with the requirements of, Listing Standard 303A.14 adopted by the New York Stock Exchange to implement Rule 10D-1 under the Securities Act. The policy generally provides for the recoupment of excess incentive compensation received during the three full fiscal years prior to the date that the Company is required to prepare an accounting restatement of the Company’s financial statements. The description of the Company’s clawback policy provided herein is qualified in its entirety by reference to the Policy Governing the Recovery of Certain Incentive Compensation that is attached as an exhibit to the Form 10-K filed by our Company on February 17, 2026. In addition, under Section 304 of the Sarbanes-Oxley Act of 2002, if our Company is required to restate our financial statements due to material noncompliance with any financial reporting requirements as a result of misconduct, the chief executive officer and chief financial officer may be required to reimburse our Company for any bonus or other incentive-based or equity-based compensation received during the 12 months following the first public issuance of the non-complying document and any profits realized from the sale of securities of our Company during that twelve-month period. Further, our Company’s 2020 and 2010 Incentive Compensation Plans and the employee form of Restricted Stock Unit Award Agreement and form of Performance Restricted Stock Award Agreement provide for the forfeiture or recoupment of previously awarded compensation under certain circumstances if an executive officer’s misconduct causes loss or damage to our Company or our reputation.

  64. Equity Grant Timing

    Equity Grant Timing Our Company has adopted a policy of only granting equity awards, including Bonus RSUs, LTI RSUs, and LTI PRSUs, to executive officers (except with respect to new executive officers) on the second day on which the New York Stock Exchange is open for trading following the submission of the Annual Report on Form 10-K. This policy is intended to prevent material nonpublic information from being taken into account when determining the timing and terms of equity awards or timing the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Consistent with this policy, the LTI Awards granted in 2026 in connection with 2025 performance were granted on February 19, 2026 and the LTI Awards granted in 2025 in connection with 2024 performance were granted on February 24, 2025, in each case on the second day on which the New York Stock Exchange was open for trading following the submission of the Annual Report on Form 10-K. The Committee granted an exception to this policy to approve the incremental LTI Awards granted on June 20, 2025 in connection with the leadership transition. The Company does not currently grant stock options as part of its equity awards; however, eligible employees may elect to purchase common stock at a discount on the last day of fixed quarterly offering periods through accrued payroll contributions under the First American Financial Corporation Employee Stock Purchase Plan.

  65. Employment Agreements

    Employment Agreements Messrs. Seaton and Wajner and Ms. Cornehl are parties to employment agreements with our Company and, prior to his termination of employment, Mr. DeGiorgio was also party to an employment agreement with our Company. Mr. Seaton originally entered into his employment agreement in 2014, Mr. Wajner originally entered into his employment agreement in 2025 and Ms. Cornehl originally entered into her employment agreement in 2022. Each of the agreements for Messrs. Seaton and Wajner and Ms. Cornehl were most recently renewed in 2026 and the term of each of those agreements now expires on December 31, 2028. The decision to renew the agreements reflected the Committee’s favorable evaluation of the performance of these executive officers, its view that the contracts provide an important retention incentive and the potential benefit to our Company from the non-competition, non-solicitation and other covenants in the contracts, provided that those provisions do not apply to the extent they are inconsistent with or violate any federal or state law or specific government mandate, order, injunction, consent, assurance of discontinuance, or decree. The agreements specify minimum base salaries equal to the base salaries paid to such individuals at the time of execution thereof, namely $1,100,000, $675,000 and $575,000 for Messrs. Seaton and Wajner and Ms. Cornehl, respectively. Determinations regarding bonus amounts, long term incentive awards and any increases in base salary remain at the discretion of the Committee. Each of the renewed agreements and the agreements in effect in 2025 provide that if our Company terminates the executive officer’s employment without cause, the executive officer is entitled to an amount representing twice the sum of the executive officer’s base salary and the second largest of the prior three years’ bonuses. Half of this sum would be paid over the first year following termination in twelve equal monthly installments, and the other half would be paid at the end of this one-year period. The executive officer’s receipt of these amounts would be contingent on our Company’s receipt of a release from the executive officer as well as the executive officer’s compliance with certain non-solicitation and confidentiality provisions contained within the agreement, provided that those provisions do not apply to the extent they are inconsistent with or violate any federal or state law or specific government mandate, order, injunction, consent, assurance of discontinuance, or decree. In addition, with respect to an executive officer who participates in the First American Financial Corporation Executive Supplemental Benefit Plan (the “SERP”), if the executive officer's employment is terminated without cause and they would otherwise during the term of the agreement have reached their “early retirement date” under the SERP, which is discussed in further detail below, then their benefit will be deemed vested on the early retirement date notwithstanding the termination. No additional benefits are payable in the event that the executive officer voluntarily terminates or termination is on account of death or disability or is for cause. Under the agreements, cause is defined to include (1) embezzlement, theft or misappropriation of Company property, (2) willful breach of any fiduciary duties owed to our Company, (3) willful failure or refusal to comply with applicable laws, regulations and Company policies, (4) commission of a felony or of any crime involving moral turpitude, fraud, or misrepresentation, (5), refusal to perform job duties or reasonable directives from the executive officer’s superior or the Board and (6) any gross negligence or willful misconduct resulting in loss or damage to the reputation of our Company. The renewed agreements are attached as an exhibit to the Form 10-K filed by our Company with the Securities and Exchange Commission on February 17, 2026.

  66. Change-in-Control and Post-Termination Arrangements

    Change-in-Control and Post-Termination Arrangements Award agreements evidencing all outstanding awards provide that vesting will not accelerate as a result of a change-in-control that has been approved by our Company’s Board. The LTI PRSU award agreements further provide that the performance goal will be measured based on actual performance through the date of such change of control, with the final price based on the stock price immediately prior to the consummation of such change of control. Absent the specific language in the award agreements, vesting in the event of a change-in-control would be governed by the terms of our Company’s 2020 and 2010 Incentive Compensation Plans. The SERP provides additional benefits to participants under age 55 if they are involuntarily terminated within 36 months of a change-in-control. In that circumstance, benefits commence as if the participant had attained early retirement age, subject to an actuarial reduction. The document evidencing the SERP is attached as an exhibit to the Form 10-K filed by our Company on March 1, 2011 and Amendment No. 1 thereto is attached as an exhibit to the Form 10-K filed on February 23, 2015, each of which are referenced as exhibits to the Form 10-K filed on February 17, 2026. Change-in-Control Agreements. As part of our Company’s efforts to retain key employees, it has entered into agreements with each of the executive officers to provide for certain benefits in the event the executive officer is terminated following a change-in-control. As described below, the severance payment is primarily two times the sum of base salary and target bonus. In the opinion of the Committee, this structure reflects current best practices with respect to such agreements. Under the agreement, a “change-in-control” means any one of the following with respect to our Company: • a merger or consolidation of our Company in which our Company’s stockholders end up owning less than 50% of the voting securities of the surviving entity; • the sale, transfer or other disposition of all or substantially all of our Company’s assets or the complete liquidation or dissolution of our Company; • a change in the composition of our Company’s Board over a two-year period as a result of which fewer than a majority of the directors are incumbent directors, as defined in the agreement; or • the acquisition or accumulation by any person or group, subject to certain limited exceptions, of at least 25% of our Company’s voting securities. If the termination of the executive officer’s employment occurs without cause or if the executive officer terminates such employment for good reason within 36 months following the change-in-control, our Company is required to pay the following benefits in one lump sum within ten business days: • the executive officer’s base salary through and including the date of termination and any accrued but unpaid annual incentive bonus; • an annual incentive bonus for the year in which the termination occurs in an amount equal to the target bonus for the year of termination (or if there is no target annual incentive bonus or under certain other specified circumstances, the average of the annual incentive bonuses paid for the three prior years), prorated through the date of termination; • accrued and unpaid vacation pay; • unreimbursed business expenses; • two times the executive officer’s annual base salary in effect immediately prior to the termination; and • two times the executive officer’s target bonus (or if there is no target annual incentive bonus or under certain other specified circumstances, two times the average of the annual incentive bonuses paid for the three prior years). In addition, for a period of 24 months following the date on which the executive officer’s employment terminates, our Company will provide the same level of benefits and perquisites that the executive officer received at the time of termination or, if more favorable to the executive officer, at the time at which the change-in-control occurred. These benefits include tax-qualified and nonqualified savings plan benefits (excluding, however, any supplemental benefit plans), medical insurance, disability income protection, life insurance coverage and death benefits. To the extent that the executive officer cannot participate in the plans previously available, our Company will provide such benefits (or a cash equivalent) on the same after-tax basis as if they had been available. These obligations are reduced by any welfare benefits made available to the executive officer from subsequent employers. If the amount payable under the agreements, together with other payments and benefits, would constitute an “excess parachute payment” under the Internal Revenue Code and, consequently, be subject to excise tax, the change-in-control agreements provide for a reduction in the amount payable to that amount that would result in the elimination of the excise tax, provided that the reduced amount exceeds the net amount the executive officer would receive if the excise tax had been applied. The change-in-control agreements automatically extend for additional one-year periods unless either party notifies the other not later than the preceding January 1 that it does not wish to extend the term. The form change-in-control agreement is attached as an exhibit to the Form 10-Q filed by our Company on November 1, 2010. Payments due Upon Termination and/or a Change-in-Control. Calculations and further explanation of the payments due the executive officers upon termination of employment and/or a change-in-control are found under the portion of the “Executive Compensation Tables” section of this document entitled “Potential Payments Upon Termination or Change-in-Control.” Retirement Benefits Executive officers may participate in several benefit plans that provide benefits upon retirement. Such retirement benefits include:

  67. Change-in-Control and Post-Termination Arrangements

    | Benefit | Background | | First American Financial Corporation 401(k) Savings Plan | The First American Financial Corporation 401(k) Savings Plan is a tax-qualified profit-sharing plan generally available to all employees, which authorizes company matching contributions based on the amount of employee pretax and/or Roth contributions and a schedule that ties the amount of matching contributions to our Company’s profitability. For 2025, for each $1.00 employees contributed to the plan up to 4% of the employee’s eligible compensation, our Company provided a match of $1.25. | | Executive Supplemental Benefit Plan* | The Executive Supplemental Benefit Plan is limited to a select group of management and is closed to new participants. | | First American Financial Corporation Deferred Compensation Plan* | The Deferred Compensation Plan is limited to a select group of management. |

  68. Change-in-Control and Post-Termination Arrangements

    * Further explanation of these plans can be found in the Pension Benefits and Nonqualified Deferred Compensation sections in the “Executive Compensation Tables” section. Our Company believes that these plans provide a valuable recruiting and retention mechanism for our executive officers and enable it to compete more successfully for qualified executive talent. Effective January 1, 2011, the Committee closed the SERP to new participants and, as part of the amendments described above, fixed as of December 31, 2010 the compensation used to determine benefits payable under the SERP. The amendments also capped the annual benefit to a maximum of $500,000 for our Company’s chief executive officer and $350,000 for other participants.

  69. Impact of Tax and Accounting

    Impact of Tax and Accounting In reaching decisions on executive compensation, the Committee generally considers the tax and accounting consequences to our Company, including the fact that compensation (including performance-based compensation) in excess of $1 million paid to covered executive officers is generally not deductible for federal income tax purposes under Section 162(m) of the Internal Revenue Code of 1986. Under accounting guidance, long-term incentive grants of RSUs (Bonus and LTI) and LTI PRSUs to executive officers and employees are recognized as compensation expense by our Company. Compensation expense for such awards is equal to the grant-date fair values of the instruments being issued and is generally recognized over the requisite service period of the award.

  70. Summary Compensation Table

    Summary Compensation Table

  71. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus (1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation (1) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) | All Other Compensation ($) | Total ($) | | Mark E. Seaton | 2025 | $907,827 | $— | $4,800,870 | $2,556,000 | $— | $17,250(4) | $8,281,947 | | Chief Executive Officer | 2024 | $630,000 | $— | $2,162,011 | $964,250 | $— | $10,900 | $3,767,161 | | | 2023 | $630,000 | $— | $2,289,842 | $435,000 | $— | $10,151 | $3,364,993 | | Matthew F. Wajner | 2025 | $542,673 | $— | $861,904 | $710,000 | $— | $17,250(4) | $2,131,827 | | EVP, Chief Financial Officer | 2024 | $350,000 | $— | $296,591 | $203,158 | $— | $10,600 | $860,349 | | | 2023 | $350,000 | $— | $335,419 | $109,980 | $— | $9,849 | $805,248 | | Lisa W. Cornehl | 2025 | $486,769 | $— | $1,114,196 | $461,500 | $— | $17,250(4) | $2,079,715 | | SVP, Chief Legal Officer | 2024 | $445,385 | $— | $706,995 | $395,010 | $— | $10,740 | $1,558,130 | | | 2023 | $407,162 | $— | $570,154 | $138,600 | $— | $9,910 | $1,125,826 | | Steven A. Adams | 2025 | $369,539 | $— | $322,957 | $226,135 | $— | $17,250(4) | $935,881 | | VP, Chief Accounting Officer | 2024 | $358,462 | $— | $237,204 | $203,158 | $— | $10,600 | $809,424 | | | 2023 | $350,000 | $— | $267,313 | $109,980 | $— | $9,850 | $737,143 | | Kenneth D. DeGiorgio | 2025 | $353,808 | $— | $6,612,804 | $— | $167,146 | $2,481,498(5) | $9,615,256 | | (CEO during years presented) | 2024 | $832,500 | $— | $4,450,093 | $2,460,500 | $28,017 | $13,830 | $7,784,940 | | | 2023 | $832,500 | $— | $4,841,829 | $1,050,000 | $332,267 | $12,761 | $7,069,357 |

  72. Summary Compensation Table

    (1) As required by applicable rules, annual cash bonuses that were paid through Bonus RSUs, or were otherwise based upon the achievement of pre-determined performance metrics, are included under the columns entitled "Stock Awards" and “Non-Equity Incentive Plan Compensation,” as applicable, as opposed to the column entitled “Bonus.” The amounts shown are the grant date fair value of stock awards granted in the year indicated as computed under applicable accounting guidance for financial reporting purposes, excluding the effect of estimated forfeitures. The values set forth under this column for each year reflect the grants made in that year in connection with performance metrics from the prior year (e.g., amounts reported for 2025 are in connection with performance metrics from 2024), other than the incremental LTI PRSUs granted to Messrs. Seaton and Wajner and Ms. Cornehl on June 20, 2025 (in connection with the leadership transition). For information on the valuation of the awards, refer to Note 18 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The grant date fair values of the LTI PRSUs granted on February 24, 2025 (in connection with 2024 performance) and, with respect to Messrs. Seaton and Wajner and Ms. Cornehl, including the incremental LTI PRSUs granted on June 20, 2025, are based on the probable outcome of achievement with respect to applicable performance goals as of the grant date and the grant date fair value of such awards. Assuming achievement of performance at the maximum level, the earned PRSUs would have been as follows: $3,174,802 for Mr. Seaton, $624,912 for Mr. Wajner, $649,938 for Ms. Cornehl, $174,912 for Mr. Adams and $3,399,946 for Mr. DeGiorgio. Reflects the change in the present value of the benefit from the end of the year preceding the applicable fiscal year to the end of the applicable fiscal year for the SERP, which is a non-qualified pension plan. Negative values are shown as zero. See the 2025 Pension Benefits table for assumptions relating to the SERP. Amounts in the column do not include earnings under our Company’s deferred compensation plan as such earnings are neither above market nor preferential. Our Company’s deferred compensation plan provides a return based on a number of investment crediting options. (4) This amount consists of Company contributions of $17,250 to the executive officer's account in our Company’s tax qualified 401(k) savings plan for each of Messrs. Seaton, Wajner and Adams and Ms. Cornehl. This amount consists of Company contributions of (a) $17,250 to his account in our Company’s tax qualified 401(k) savings plan, (b) life insurance premiums of $915, and (c) severance payments, as described under “Potential Payments upon Termination or Change-in-Control—Separation Agreement with Mr. DeGiorgio” below of $2,463,333.

  73. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table contains information concerning the annual cash bonus award opportunity and awards of Bonus RSUs, LTI RSUs and LTI PRSUs made by our Company to each of our NEOs during fiscal year 2025.

  74. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Grant Date Fair Value of Stock | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Awards(2) ($) | | Mark E. Seaton | | | $360,000 | $1,800,000 | $4,140,000 | | | | | | | 2/24/2025 (3) | 2/5/2025 | | | | — | 15,204 | — | $964,238 | | | 2/24/2025 (4) | 2/5/2025 | | | | — | 13,402 | — | $849,955 | | | 6/20/2025 (5) | 5/20/2025 | | | | — | 12,763 | — | $737,446 | | | 2/24/2025 (6) | 2/5/2025 | | | | 6,701 | 13,402 | 26,804 | $1,226,149 | | | 6/20/2025 (7) | 5/20/2025 | | | | 6,382 | 12,763 | 25,526 | $1,023,082 | | Matthew F. Wajner | | | $100,000 | $500,000 | $1,150,000 | | | | | | | 2/24/2025 (3) | 2/5/2025 | | | | — | 1,724 | — | $109,336 | | | 2/24/2025 (4) | 2/5/2025 | | | | — | 1,892 | — | $119,991 | | | 6/20/2025 (5) | 5/20/2025 | | | | — | 3,331 | — | $192,465 | | | 2/24/2025 (6) | 2/5/2025 | | | | 946 | 1,892 | 3,784 | $173,099 | | | 6/20/2025 (7) | 5/20/2025 | | | | 1,666 | 3,331 | 6,662 | $267,013 | | Lisa W. Cornehl | | | $65,000 | $325,000 | $747,500 | | | | | | | 2/24/2025 (3) | 2/5/2025 | | | | — | 5,096 | — | $323,188 | | | 2/24/2025 (4) | 2/5/2025 | | | | — | 4,336 | — | $274,989 | | | 6/20/2025 (5) | 5/20/2025 | | | | — | 865 | — | $49,980 | | | 2/24/2025 (6) | 2/5/2025 | | | | 2,168 | 4,336 | 8,672 | $396,701 | | | 6/20/2025 (7) | 5/20/2025 | | | | 433 | 865 | 1,730 | $69,338 | | Steven A. Adams | | | $31,850 | $159,250 | $366,275 | | | | | | | 2/24/2025 (3) | 2/5/2025 | | | | — | 1,724 | — | $109,336 | | | 2/24/2025 (4) | 2/5/2025 | | | | — | 1,379 | — | $87,456 | | | 2/24/2025 (6) | 2/5/2025 | | | | 690 | 1,379 | 2,758 | $126,165 | | Kenneth D. DeGiorgio | | | $370,000 | $1,850,000 | $4,255,000 | | | | | | | 2/24/2025 (3) | 2/5/2025 | | | | — | 38,796 | — | $2,460,442 | | | 2/24/2025 (4) | 2/5/2025 | | | | — | 26,805 | — | $1,699,973 | | | 2/24/2025 (6)(8) | 2/5/2025 | | | | 13,403 | 26,805 | 53,610 | $2,452,389 |

  75. Grants of Plan-Based Awards

    (1) Amounts represent the threshold, target and maximum amounts payable with respect to amounts awarded under our Company’s AIP for 2025. Under the plan, the Compensation Committee has the discretion to decrease or increase the final payout by up to 30 percentage points. The Compensation Committee also retains the ability to award ultimately a lower amount, including the discretion not to award any amount. The amounts disclosed reflect the potential 30-percentage point increase/reduction based on strategic performance (230% and 20% of the target amount, respectively). See “Compensation Discussion and Analysis—Pay Elements and Practices—Annual Incentive Compensation.” The amounts identified in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table are the actual amounts paid under the plan. (2) The amounts shown reflect the grant date fair values of the equity awards granted in 2025 as computed in accordance with accounting guidance for financial reporting purposes, excluding the effect of estimated forfeitures, as described under footnote two to the "Summary Compensation Table" above. (3) Grants represent the Bonus RSUs issued in 2025 for 2024 performance. Vesting of Bonus RSUs occurs at a rate of 33 1/3% per year on each anniversary of the grant date, and would not occur unless, as was the case, the net income of our Company for 2025 was at least $25 million, excluding Extraordinary Items. (4) Grants represent the LTI RSUs issued in 2025 for 2024 performance. Vesting of LTI RSUs occurs at a rate of 33 1/3% per year on each anniversary of the grant date, and would not occur unless, as was the case, the net income of our Company for 2025 was at least $25 million, excluding Extraordinary Items. (5) Grants represent the LTI RSUs issued on June 20, 2025 in connection with Messrs. Seaton and Wajner's promotions and Ms. Cornehl's assumption of additional responsibilities in connection with the leadership transition. Vesting of LTI RSUs occurs at a rate of 33 1/3% per year on each anniversary of the grant date, and would not occur unless, as was the case, the net income of our Company for 2025 was at least $25 million, excluding Extraordinary Items. (6) Amounts represent LTI PRSUs which were awarded in 2025 in connection with 2024 performance. The number of LTI PRSUs reported above illustrates the three-year relative TSR performance metric at threshold, target or maximum for the performance cycle beginning January 1, 2025. (7) Amounts represent LTI PRSUs which were awarded on June 20, 2025 in connection with Messrs. Seaton and Wajner's promotions and Ms. Cornehl's assumption of additional responsibilities in connection with the leadership transition. The number of LTI PRSUs reported above illustrates the three-year relative TSR performance metric at threshold, target or maximum for the performance cycle beginning January 1, 2025. Mr. DeGiorgio forfeited 25,363 LTI PRSUs valued at $2,320,461 with respect to this grant when his employment ended on April 24, 2025.

  76. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table shows outstanding equity awards of our Company held by the NEOs as of December 31, 2025.

  77. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(2) ($) | | Mark E. Seaton | 2/22/2022 | 5,380 | 330,547 | — | — | | | 2/16/2023 | 7,644 | 469,647 | — | — | | | 2/16/2023 | 17,460(4) | 1,072,742 | — | — | | | 2/22/2024 | 15,319 | 941,199 | 14,879(5) | 914,166 | | | 2/24/2025 | 29,607 | 1,819,054 | 13,871(6) | 852,234 | | | 6/20/2025 | 12,981 | 797,553 | 12,981(7) | 797,553 | | Matthew F. Wajner | 2/22/2022 | 506 | 31,089 | — | — | | | 2/16/2023 | 1,060 | 65,126 | — | — | | | 2/16/2023 | 2,735(4) | 168,038 | — | — | | | 2/22/2024 | 2,099 | 128,963 | 2,044(5) | 125,583 | | | 2/24/2025 | 3,739 | 229,724 | 1,957(6) | 120,238 | | | 6/20/2025 | 3,387 | 208,097 | 3,387(7) | 208,097 | | Lisa W. Cornehl | 2/22/2022 | 495 | 30,413 | — | — | | | 2/16/2023 | 1,675 | 102,912 | — | — | | | 2/16/2023 | 4,982(4) | 306,094 | — | — | | | 2/22/2024 | 4,815 | 295,834 | 5,112(5) | 314,081 | | | 2/24/2025 | 9,760 | 599,654 | 4,487(6) | 275,681 | | | 6/20/2025 | 879 | 54,006 | 879(7) | 54,006 | | Steven A. Adams | 2/22/2022 | 549 | 33,731 | — | — | | | 2/16/2023 | 893 | 54,866 | — | — | | | 2/16/2023 | 2,050(4) | 125,952 | — | — | | | 2/22/2024 | 1,758 | 108,012 | 1,531(5) | 94,065 | | | 2/24/2025 | 3,207 | 197,038 | 1,425(6) | 87,552 | | Kenneth D. DeGiorgio | 2/22/2022 | 6,492 | 398,868 | — | — | | | 2/16/2023 | 16,764 | 1,029,980 | — | — | | | 2/16/2023 | 25,660(4) | 1,576,550 | — | — | | | 2/22/2024 | 32,562 | 2,000,609 | 11,413(5) | 701,215 | | | 2/24/2025 | 67,902 | 4,171,899 | 1,492(6) | 91,668 |

  78. Outstanding Equity Awards at Fiscal Year-End

    (1) LTI RSU awards granted in 2023, 2024 and 2025 in connection with performance in 2022, 2023 and 2024, respectively, vest 33 1/3% each year on the anniversary of the grant date. Bonus RSU awards granted in 2022 vest 25% per year. Bonus RSU awards granted to Ms. Cornehl and Mr. Adams prior to their appointment as NEOs in 2023 vest 33 1/3% each year. These amounts include RSUs that may no longer be subject to a substantial risk of forfeiture (due to retirement vesting provisions), but that remain subject to restrictions and have not yet been distributed. (2) The market value was calculated by multiplying the number of unvested units shown in the table by $61.44, which was the closing market price on December 31, 2025, the last trading day of our fiscal year. (3) Amounts reflect a target-level performance for the three-year relative TSR metric based on performance as of December 31, 2025. (4) Reflects the 2023 LTI PRSUs and dividend equivalent shares accrued during the vesting period, which were earned at 137% of target based on rTSR performance during the 2023-2025 performance period but that did not vest until February 16, 2026. Reflects 2024 LTI PRSU Awards granted for the 2024-2026 performance period that will vest on February 22, 2027. As required by SEC rules, the number of shares reported reflects the target payout, which will be made if the Company's rTSR rank meets or exceeds the 50th percentile relative to the Index. Reflects 2025 LTI PRSU Awards granted for the 2025-2027 performance period that will vest on February 24, 2028. As required by SEC rules, the number of shares reported reflects the target payout, which will be made if the Company's rTSR rank meets or exceeds the 50th percentile relative to the Index. (7) Reflects the LTI PRSU Awards granted to Messrs. Seaton and Wajner and Ms. Cornehl in 2025 in connection with Messrs. Seaton and Wajner's promotions and Ms. Cornehl's assumption of additional responsibilities in connection with the leadership transition. These LTI PRSUs were granted for the 2025-2027 performance period and will vest on June 20, 2028. As required by SEC rules, the number of shares reported reflects the target payout, which will be made if the Company's rTSR rank meets or exceeds the 50th percentile relative to the Index.

  79. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information concerning value realized by each of the NEOs upon vesting of stock during 2025.

  80. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Mark E. Seaton | 39,737 | $2,524,435 | | Matthew F. Wajner | 5,353 | $340,071 | | Lisa W. Cornehl | 5,918 | $375,743 | | Steven A. Adams | 3,802 | $241,449 | | Kenneth D. DeGiorgio | 67,266 | $4,273,246 |

  81. Pension Benefits

    Pension Benefits The following table shows the actuarial present value of the accumulated retirement benefits payable upon normal retirement age to Mr. DeGiorgio, our one NEO eligible for benefits under the SERP, computed as of December 31, 2025. The amounts are based upon benefits provided to Mr. DeGiorgio under the SERP. Messrs. Seaton, Wajner and Adams, and Ms. Cornehl are not participants in the SERP.

  82. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service(1) (#) | Present Value of Accumulated Benefits ($) | Payments During Last Fiscal Year ($) | | Kenneth D. DeGiorgio | SERP(2) | 26.2 | $2,417,736 | $— |

  83. Pension Benefits

    (1) Credited years of service for benefit calculation purposes is the time between the participant’s commencement of participation in the plan and April 24, 2025. Participants in the SERP must have completed 10 years of credited service in order to be eligible to receive SERP benefits. Years of credited service beyond the minimum 10 year requirement do not result in any additional benefits under the SERP. (2) SERP eligibility requires 10 years of service and five years of participation in the plan with the benefit dependent on age at retirement between 55 and 62, rather than credited years of service. The following assumptions were used for calculating present values: interest rate of 5.26%, post-retirement mortality per the Pri-2012 “Retirees” and “Contingent Survivors” tables projected generationally beyond 2012 using MP-2021 Order 2 Graduation Alternative Projection Scale. The “Contingent Survivors” tables will be used for spouses only after death of the primary retiree. Benefit is payable as a 50% joint and survivor annuity and spouse is assumed to be one year younger than the participant. The SERP, which was closed to new participants on January 1, 2011, provides retirement benefits for, and pre-retirement death benefits with respect to, certain key management personnel. Under the plan, upon retirement at normal retirement date (the latest of age 62, the date on which the participant completes 10 years of service and the date on which the participant was covered, in combination, by the plan for five years) the participant generally receives a joint life and 50% survivor annuity benefit equal to 30% of “final average compensation.” “Final average compensation” is generally equal to the participant’s average one year covered compensation for the five-year period ending on December 31, 2010, irrespective of the participant’s actual retirement date. Final average compensation generally includes base salary and commissions, cash bonuses and stock bonuses that are granted to compensate for past services (such as Bonus RSUs). The maximum annual benefit under the SERP is capped at $500,000 for our Company's chief executive officer and at $350,000 for all other participants. To be eligible to receive benefits under the plan, a participant must be at least age 55, have been an employee of our Company or one of our subsidiaries for at least 10 years and covered by the plan for at least five years. In the event of early retirement, benefits under the SERP are generally reduced by 5.952% for each year prior to age 62 in which retirement actually occurs. The pre-retirement death benefit under the SERP generally consists of 10 annual payments, each of which equals 15% of final average compensation. Subject to applicable legal rules, the Board can, in its discretion, pay the participant or beneficiary in an actuarial equivalent lump sum or other form of benefit. In the event of a “change-in-control” (as defined in the plan) of our Company, benefits under the SERP become 100% vested, and, if within 36 months following the change in control the participant’s employment is terminated by our Company without cause or by the participant for good reason, the participant will be entitled to benefits equal to the benefits provided by the plan (subject to reductions for early retirement) or, if the participant is not yet eligible for early retirement, subject to an actuarial reduction. Participants who engage in competition with our Company, either during their employment with, or following their departure from, our Company, forfeit their right to receive any vested benefits under the plan, provided that those provisions do not apply to the extent they are inconsistent with or violate any federal or state law or specific government mandate, order, injunction, consent, assurance of discontinuance, or decree. Competition is defined to include involvement with a competing business; the misappropriation, sale, use or disclosure of our Company’s trade secrets, confidential or proprietary information; and solicitation of Company employees or customers.

  84. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation As reflected in the following table, certain of the NEOs have elected to participate in the First American Financial Corporation Deferred Compensation Plan (the “Deferred Compensation Plan”). Messrs. Seaton, Wajner and Adams and Ms. Cornehl did not have any nonqualified deferred compensation.

  85. Nonqualified Deferred Compensation

    | Name | Executive Deferrals in Last FY(1) ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Amount of Deferred Compensation at Last FYE(3) ($) | | Kenneth D. DeGiorgio | $— | $— | $548,731 | $134,051 | $5,292,313 |

  86. Nonqualified Deferred Compensation

    (1) Represents the amount contributed during the year to the Deferred Compensation Plan plus the value of any RSUs vested during the year but subject to deferred distribution. The amount contributed during the year (if any) is included in the Summary Compensation Table; however, the value of any RSUs vested during the year but subject to deferred distribution is not reflected in the Summary Compensation Table. (2) Represents earnings or losses on participant-selected investment options in the Deferred Compensation Plan and/or the increase or decrease in the fair market value of deferred RSUs (if any), including dividend equivalents thereon. These amounts are not reflected in the Summary Compensation Table. (3) This amount is as of December 31, 2025. $1,505,085 of the amount was previously reported as compensation to the listed executive officer in the Summary Compensation Table for previous years. The Deferred Compensation Plan offers a select group of management and highly compensated employees the opportunity to elect to defer up to 100% of their base salary, commissions and certain eligible cash bonuses. Effective January 1, 2026, the Company also may elect to make Company contributions to participants’ accounts, subject to the terms and conditions of the plan. A committee appointed by the Board is responsible for administering the plan. The plan is unfunded and unsecured. However, our Company informally funds the plan through variable universal life insurance and absorbs all insurance charges. Our Company maintains a deferral account for each participating employee on a fully vested basis for all deferrals. Participants can choose to have their cash benefits paid in one lump sum or in quarterly payments upon termination of employment or death. Subject to the terms and conditions of the plan, participants also may elect scheduled and nonscheduled in-service withdrawals of compensation deferred prior to January 1, 2005, and the earnings and losses attributable thereto. Withdrawals of compensation deferred after December 31, 2004, and the earnings and losses attributable thereto, must be scheduled by the participant at the time the participant elects to defer such compensation. Participants allocate their deferrals among a variety of investment crediting options offered under the plan. The investment crediting rates are based upon the rates of return available under certain retail mutual funds. For all participants who joined the Deferred Compensation Plan prior to December 31, 2001, the plan provides a pre-retirement death benefit equal to the lesser of 15 times the amount deferred in the participant’s first year of participation or $2 million. The death benefit is reduced beginning at age 61 by 20% per year. Participants who join the plan after December 31, 2001 are not eligible for this death benefit. Our Company maintains term life insurance policies to fund this enhanced pre-retirement death benefit. Our 2010 and 2020 Incentive Compensation Plans offer a select group of management and highly compensated employees the opportunity to defer the distribution of their RSUs to a future date beyond the scheduled vesting date. Participants may elect to defer the distribution of a particular vesting tranche of an award to a future date while employed with our Company, upon termination of employment or in annual installments over two to 15 years post termination of employment. With respect to deferrals to a future date while employed, participants must specify the year in which they wish to receive the distribution of the RSUs, provided that such year is later than the year of the scheduled vesting date. The resulting deferred distribution date will be the anniversary of the grant date in the year selected. If the participant terminates employment prior to the scheduled vesting date, the deferral election will not apply and the payment of such RSUs will be handled pursuant to the terms of the RSU Award Agreement. If the participant terminates employment after a scheduled vesting date but prior to the deferred distribution date, the participant will receive the distribution of the deferred RSUs upon termination. If the initial deferral election is made after the grant date, the deferred RSUs will be distributed following the later of the termination date or five years from the scheduled vesting date.

  87. Potential Payments upon Termination or Change-in-Control

    Potential Payments upon Termination or Change-in-Control The following table describes payments and other benefits that would be provided to the NEOs other than Mr. DeGiorgio under the specified circumstances upon a change-in-control of our Company or their termination on December 31, 2025. The payments provided to Mr. DeGiorgio in connection with his separation from the Company on April 24, 2025 are summarized separately below. For further discussion, see “Change-in-Control and Post-Termination Arrangements” beginning on page 51.

  88. Potential Payments upon Termination or Change-in-Control

    | | | | | Change-in-Control | | | Name | Death / Disability | Termination Without Cause | Retirement(1) | Without Termination(2) | With Termination Without Cause/By Employee For Good Reason(3) | | Mark E. Seaton | | | | | | | Severance | $— | $4,233,000(4) | $— | $— | $9,200,000(5) | | Bonus | $— | $— | $— | $— | $3,600,000(6) | | Accelerated Vesting of RSUs(7) | $7,705,006 | $6,055,213(8) | $— | $7,705,006 | $7,705,006 | | Benefit Continuation | $— | $— | $— | $— | $182,409(9) | | Total | $7,705,006 | $10,288,213 | $— | $7,705,006 | $20,687,415 | | Matthew F. Wajner | | | | | | | Severance | $— | $1,611,900(4) | $— | $— | $3,250,000(5) | | Bonus | $— | $— | $— | $— | $1,000,000(6) | | Accelerated Vesting of RSUs(7) | $1,239,613 | $928,964(8) | $— | $1,239,613 | $1,239,613 | | Benefit Continuation | $— | $— | $— | $— | $176,074(9) | | Total | $1,239,613 | $2,540,864 | $— | $1,239,613 | $5,665,687 | | Lisa W. Cornehl | | | | | | | Severance | $— | $1,504,000(4) | $— | $— | $2,300,000(5) | | Bonus | $— | $— | $— | $— | $650,000(6) | | Accelerated Vesting of RSUs(7) | $1,950,044 | $1,578,523(8) | $— | $1,950,044 | $1,950,044 | | Benefit Continuation | $— | $— | $— | $— | $64,926(9) | | Total | $1,950,044 | $3,082,523 | $— | $1,950,044 | $4,964,970 | | Steven A. Adams | | | | | | | Severance | $— | $35,577(10) | $— | $— | $1,230,000(5) | | Bonus | $— | $— | $— | $— | $245,000(6) | | Accelerated Vesting of RSUs(7) | $667,238 | $564,631(8) | $— | $667,238 | $667,238 | | Benefit Continuation | $— | $— | $— | $— | $131,169(9) | | Total | $667,238 | $600,208 | $— | $667,238 | $2,273,407 |

  89. Potential Payments upon Termination or Change-in-Control

    (1) In the event of early retirement (age 55 with 10 years of service) or normal retirement (age 60), unvested Bonus RSUs and LTI RSUs vest and are released one year after termination if certain conditions are met. In the event of normal retirement (age 60), the service requirement for LTI PRSUs will be deemed to have been met and will remain eligible to vest subject to achievement of the applicable performance goals. None of the executive officers were eligible for early retirement or normal retirement as of December 31, 2025. (2) Only a change-in-control that is not approved by our Board can trigger the benefits reflected in this column. For the purpose of this table, we've shown the impact of a change-in-control that is not approved by our Board. (3) The benefits shown in this column require a qualifying termination that occurs within six months prior to or within 36 months following the change-in-control. (4) Represents two times the sum of (a) the executive officer’s base salary in effect immediately prior to the date of termination and (b) the median of the executive officer’s last three annual incentive bonuses paid to the executive officer. (5) Represents two times the sum of (a) the executive officer’s base salary in effect immediately prior to the date of termination and (b) the executive officer’s target annual incentive bonus for the current fiscal year, or if there is no such target, the average annual discretionary incentive bonus earned by the executive officer during the last three completed fiscal years. (6) Represents the pro rata portion of the executive officer’s target annual bonus for the year of termination. (7) As noted above, unvested RSUs and LTI PRSUs only automatically accelerate in the event of a change-in-control of our Company that is not approved by our Board. In addition, unvested RSUs and LTI PRSUs accelerate in the event of death or disability, per our 2010 and 2020 Incentive Compensation Plans and related agreements. In the event of acceleration due to death or disability, the LTI PRSUs will generally be earned at the target level, and the amounts shown above for the LTI PRSUs reflect such target level; however, if any such event follows the end of the applicable performance period, the LTI PRSUs remain subject to achievement of the applicable performance goals. (8) In the event of involuntary termination without cause, (i) a pro-rata portion of LTI PRSUs will remain eligible to vest subject to achievement of the applicable performance goals and (ii) unvested RSUs and LTI RSUs vest and are released one year after termination if certain conditions are met. (9) Represents cash payments to the executive officer for the estimated value of employee benefits on an after-tax basis for 24 months post termination. Pursuant to our Company's severance plan generally available to employees without employment or severance agreements, Mr. Adams could be eligible for 5 weeks of severance pay when laid off or terminated without cause in a situation not involving a change in control, subject to the terms of the plan. In connection with Mr. DeGiorgio’s separation on April 24, 2025, we entered into a separation agreement that provided for the following separation payments and benefits in exchange for a release of claims and continued compliance with restrictive covenants: (i) aggregate severance payments equal to $7,390,000, representing two times the sum of his base salary and the median of his last three annual incentive bonus amounts, of which $3,695,000 is payable in installments over the 12-month period following his termination and $3,695,000 is payable on April 24, 2026, (ii) vesting of his Bonus RSUs and LTI RSUs continues through April 24, 2026, which included 120,540 RSUs having an aggregate value as of his separation date of $7,545,804, (iii) service requirement deemed satisfied for 30,825 LTI PRSUs (representing a pro-rata portion of each outstanding award), which will remain eligible to vest, subject to achievement of applicable performance goals following the completion of the applicable performance period, and (iv) because Mr. DeGiorgio would have reached his “early retirement date” for purposes of the SERP prior to the expiration of the term of his employment agreement on December 31, 2027, 100% vesting of his early retirement benefits under the SERP on the date he otherwise would have reached his “early retirement date” under the SERP.

  90. Pay Ratio

    Pay Ratio For purposes of identifying our Company’s median employee from a total annual compensation perspective, our Company applied the following methodology: our Company utilized a measurement date of December 31, 2025; annual total compensation included base salary, overtime, annual bonus, other incentive pay, Company match on retirement programs or profit sharing contributions, the grant date fair value of RSUs and other perquisites; our Company did not apply a cost-of-living adjustment to compensation for employees located outside of the United States. As of December 31, 2025, our Company had 18,716 employees (United States and non-United States). The median employee’s annual total compensation was $82,266. The resulting Mark E. Seaton to median employee pay ratio was 101 to 1 given Mark E. Seaton's total compensation of $8,281,947. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our Company. For further information concerning our Company’s pay for performance philosophy and how our Company aligns executive compensation with our Company’s performance, refer to the section entitled “Compensation Discussion and Analysis.”

  91. Pay Ratio

    | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for CEO (a)(1) | Summary Compensation Table Total for CEO (b)(1) | Summary Compensation Table Total for CEO (c)(1) | Compensation Actually Paid to CEO (a)(2) | Compensation Actually Paid to CEO (b)(2) | Compensation Actually Paid to CEO (c)(2) | Average Summary Compensation Table Total for Other NEOs (1) | Average Compensation Actually Paid to Other NEOs (2) | Total Stockholder Return (3) | Peer Group Total Stockholder Return (4) | Net Income (Millions) | Return On Equity (5) | | 2025 | $8,281,947 | $9,615,256 | $— | $8,209,826 | $5,353,354 | $— | $1,715,808 | $1,691,021 | $142 | $211 | $622 | 10.6% | | 2024 | $— | $7,784,940 | $— | $— | $7,775,723 | $— | $1,748,766 | $1,725,474 | $139 | $185 | $131 | 8.2% | | 2023 | $— | $7,069,357 | $— | $— | $8,959,803 | $— | $1,508,303 | $1,806,958 | $138 | $146 | $217 | 6.6% | | 2022 | $— | $6,026,599 | $9,003,278 | $— | $2,859,390 | $1,888,355 | $2,095,784 | $643,489 | $108 | $133 | $263 | 11.9% | | 2021 | $— | $— | $10,791,103 | $— | $— | $17,739,031 | $3,812,103 | $6,217,027 | $156 | $130 | $1,241 | 16.9% |

  92. Pay Ratio

    (1) Mark E. Seaton has served as Chief Executive Officer of our Company since April 10, 2025 ("CEO (a)"). Kenneth D. DeGiorgio served as Chief Executive Officer of our Company from February 4, 2022 through April 10, 2025 ("CEO (b)"). Dennis J. Gilmore served as Chief Executive Officer of our Company during 2021 and through February 4, 2022, on which date he became Chairman of our Board ("CEO (c)"). The other NEOs, for each year reported are as follows: • 2025: Matthew F. Wajner, Lisa W. Cornehl and Steven A. Adams • 2024: Mark E. Seaton, Lisa W. Cornehl, Matthew F. Wajner and Steven A. Adams • 2023: Mark E. Seaton, Lisa W. Cornehl, Matthew F. Wajner and Steven A. Adams • 2022: Mark E. Seaton, Lisa W. Cornehl, Matthew F. Wajner, Steven A. Adams and Christopher M. Leavell • 2021: Kenneth D. DeGiorgio, Mark E. Seaton, Matthew F. Wajner and Christopher M. Leavell (2) SEC rules require certain adjustments be made to the “Summary Compensation Table” totals to determine “Compensation Actually Paid” as reported in the “Pay Versus Performance Table” above. For purposes of the pension valuation adjustments shown below, there was no prior service cost. In addition, for purposes of the equity award adjustments shown below, no equity awards were granted and vested in 2025 and no dividends or other earnings were paid on equity awards that were not reflected in the fair value of the equity awards. The valuation assumptions used to calculate fair values of equity awards did not materially differ from those disclosed at the time of grant. The following table details the applicable adjustments that were made to determine “Compensation Actually Paid” for 2025 (all amounts are averages for the named executive officers other than CEO(a) and CEO(b)):

  93. Pay Ratio

    | | | | Pension Adjustments | | Equity Award Adjustments | | | | | | | | | Summary Compensation Table Total | Deduct, Pension Benefits Reported in Summary Compensation Table | Add, Pension Service Cost | Deduct, Value of Stock Awards Reported in Summary Compensation Table | Add, Year-End Fair Value of Equity Awards Granted in the Year and Unvested at Year End | Add (Deduct), Change in Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in Prior Years which Vested in the Year | Add (Deduct), Year-over-Year Change in Value of Unvested Equity Awards Granted in Prior Years | Deduct, Prior Year End Value of Equity Awards Forfeited in the Year | Compensation Actually Paid | | 2025 | CEO(a) | $8,281,947 | $— | $— | $(4,800,870) | $4,643,546 | $43,256 | $41,947 | $— | $8,209,826 | | 2025 | CEO(b) | $9,615,256 | $(167,146) | $79,700 | $(6,612,804) | $4,146,361 | $73,157 | $42,703 | $(1,823,873) | $5,353,354 | | 2025 | Other NEOs | $1,715,808 | $— | $— | $(766,352) | $732,752 | $5,368 | $3,445 | $— | $1,691,021 |

  94. Pay Ratio

    (3) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our Company’s share price at the end and the beginning of the measurement period by our Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2020. (4) Represents the peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Comparator Companies as described in the section entitled "Compensation Discussion and Analysis." (5) Our company selected measure is Return on Equity, which is defined as net income attributable to our Company divided by average invested stockholders’ equity (total equity excluding accumulated other comprehensive income/loss and noncontrolling interests), excluding net gains/losses from the investment portfolio; net gains/losses from the venture investment portfolio; purchase related amortization of intangible assets; and, in the discretion of the Committee, excluding the effects of non-operating items, such as asset impairments and legal settlements.

  95. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section entitled “Compensation Discussion and Analysis,” our Company’s executive compensation program reflects a variable pay-for-performance philosophy. While our Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, our Company generally seeks to incentivize long-term performance, and therefore does not specifically align our Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, our Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  96. Compensation Actually Paid, Cumulative TSR and Peer Group TSR

    Compensation Actually Paid, Cumulative TSR and Peer Group TSR FAF represents First American Financial Corporation

  97. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income FAF represents First American Financial Corporation

  98. Compensation Actually Paid and Return on Equity

    Compensation Actually Paid and Return on Equity The following table sets forth the cash and other compensation earned by directors of our Company, other than executive officers, during the fiscal year ended December 31, 2025.

  99. Compensation Actually Paid and Return on Equity

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | Jeffrey J. Dailey(2) | $17,479 | $25,574 | $— | $43,053 | | James L. Doti | $150,000 | $159,945 | $— | $309,945 | | Dennis J. Gilmore | $285,000 | $1,950,406(3) | $20,000(4) | $2,255,406 | | Reginald H. Gilyard | $120,000 | $159,945 | $— | $279,945 | | Parker S. Kennedy | $145,000 | $159,945 | $20,000(5) | $324,945 | | Margaret M. McCarthy | $130,000 | $159,945 | $— | $289,945 | | Michael D. McKee | $135,000 | $159,945 | $— | $294,945 | | Mark C. Oman | $135,000 | $159,945 | $— | $294,945 | | Marsha A. Spence | $110,000 | $159,945 | $— | $269,945 | | Deborah L. Wahl | $110,000 | $159,945 | $— | $269,945 | | Martha B. Wyrsch | $135,000 | $159,945 | $— | $294,945 |

  100. Compensation Actually Paid and Return on Equity

    (1) The amounts shown are the grant date fair value of stock awards granted in the year as computed in accordance with accounting guidance for financial reporting purposes using the fair market value (as defined in our 2020 Incentive Compensation Plan) of our common stock on the grant date. For information on the valuation of the awards, refer to Note 18 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. See below for information regarding the outstanding RSUs and PRSUs held by each non-employee director as of December 31, 2025. (2) Mr. Dailey was appointed to the Board effective November 4, 2025 and his retainer and stock award were prorated accordingly. Mr. Dailey's stock award includes $25,574 of deferred director RSUs awarded for Board service pursuant to our Company's deferred compensation plan. (3) Includes $1,790,461 in grant date fair value of an LTI Award granted to Mr. Gilmore in connection with his appointment as Executive Chairman. This award was granted in equal 50% allocations of LTI PRSUs and LTI RSUs, as described on Page 70. (4) Reflects $20,000 for service on the board of directors of First American Trust, FSB, a subsidiary of our Company. In addition, our Company maintains an office for Mr. Gilmore and provides him with mobile devices and administrative support. (5) Reflects $20,000 for service on the board of directors of First American Trust, FSB, a subsidiary of our Company. In addition, our Company maintains an office for Mr. Kennedy and provides him with mobile devices, a computer, other office equipment and administrative support. Compensation of non-employee directors consists of several components. The 2025 annual cash retainer was $110,000. The chairman of the Board received an additional annual cash retainer of $175,000. The lead independent director of our Company received an additional annual retainer of $25,000. The chairs of the Audit Committee, the Compensation Committee and the Governance Committee received an additional annual retainer equal to $25,000, $15,000 and $10,000, respectively. Members of the Audit Committee, the Compensation Committee, and the Governance Committee received an additional annual retainer equal to $15,000, $10,000 and $10,000, respectively. Retainers, including equity compensation, are prorated for partial-year service. On February 24, 2025, our Company granted to each non-employee director who was serving at such time RSUs with a grant date fair value of $160,000, other than Mr. Dailey who was granted $25,574 on December 22, 2025 upon his appointment to the Board. Director RSUs vest over one year, subject to continued service on the Board. All outstanding awards vest upon retirement irrespective of length of service prior to such retirement. Directors may also receive additional compensation for serving on the board of directors of certain Company subsidiaries (payments are described in footnotes four and five to the table above). On April 10, 2025, Dennis J. Gilmore was appointed as Executive Chairman from his current role as Chairman of the Board to provide complementary support and counsel in advancing the Company’s strategic agenda. In connection with his appointment as Executive Chairman, Mr. Gilmore received an additional equity grant on June 20, 2025 consisting of (i) 12,980 RSUs, which vest with respect to one-third of the RSUs on each of the first three anniversaries of the grant date and are otherwise subject to the same terms and conditions as the annual equity grants made to non-employee directors, and (ii) 12,980 target PRSUs, which are subject to the performance conditions applicable to the LTI PRSUs granted to our executive officers in 2025 that are eligible to vest based on our rTSR performance over the three-year performance period ending December 31, 2027, as described on page 47. The aggregate number of unvested RSUs held by each non-employee director who served during the year is as set forth in the table below as of December 31, 2025.

  101. Compensation Actually Paid and Return on Equity

    | Name | Restricted Stock Units (#) | | Jeffrey J. Dailey | 406 | | James L. Doti | 2,609 | | Dennis J. Gilmore | 29,011(1) | | Reginald H. Gilyard | 2,609 | | Parker S. Kennedy | 2,609 | | Margaret M. McCarthy | 2,609 | | Michael D. McKee | 2,609 | | Mark C. Oman | 2,609 | | Marsha A. Spence | 2,609 | | Deborah L. Wahl | 2,609 | | Martha B. Wyrsch | 2,609 |

  102. Compensation Actually Paid and Return on Equity

    (1) Includes 13,201 target LTI PRSUs and 13,201 LTI RSUs granted to Mr. Gilmore in connection his appointment as Executive Chairman in 2025, as described above, including dividend equivalent shares accrued during the vesting period. The Board has established stock ownership guidelines for non-employee directors whereby such directors are expected to own at least five times their annual cash retainer in Company common stock. RSUs (other than PRSUs) issued to directors are included for purposes of meeting the guidelines. Directors have five years following commencement of service to satisfy the guidelines.

  103. Compensation Actually Paid and Return on Equity

    | Required Information |

  104. Who are the director nominees?

    Who are the director nominees? The nominees for Class I directors are: Mark E. Seaton Marsha A. Spence Deborah L. Wahl See biographical information regarding the nominees beginning on page 2.

  105. What percentage of stock do the directors and executive officers as of the date of this proxy statement own?

    What percentage of stock do the directors and executive officers as of the date of this proxy statement own? Together, they owned approximately 3.5% of our common stock as of the record date. See “Security Ownership of Management” beginning on page 16 for more details. Who is paying the cost of preparing, assembling and mailing the notice of the annual meeting of stockholders, proxy statement and form of proxy, and the solicitation of the proxies? Our Company. We will also pay brokers and other nominees for the reasonable expenses of forwarding solicitation materials to their customers who own our common stock.

  106. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Section 5.2(c) Except for such additional directors, if any, as are elected by the holders of any series of Preferred Stock as provided for or fixed pursuant to the provisions of Article IV hereof, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of at least 66⅔% of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.1

  107. ARTICLE IX

    ARTICLE IX

  108. AMENDMENT

    AMENDMENT Section 9.1 Amendment of Certificate of Incorporation. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred herein are granted subject to this reservation; provided, however, that in addition to any requirements of law and any other provision of this Certificate of Incorporation, and notwithstanding any other provision of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, the affirmative vote of the holders of at least 66⅔% in voting power of the issued and outstanding stock entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal, or adopt any provision inconsistent with, any provisions of Article V, Article VI, Article VII, Article IX or Article X of this Certificate of Incorporation. Section 9.2 In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation. In addition to any requirements of law and any other provision of this Certificate of Incorporation or the Bylaws of the Corporation, and notwithstanding any other provision of this Certificate of Incorporation, the Bylaws of the Corporation or any provision of law which might otherwise permit a lesser vote or no vote, the affirmative vote of the holders of at least 66⅔% a majority in voting power of the issued and outstanding stock entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to amend or repeal, or adopt any provision inconsistent with, any Bylaw of the Corporation.

  109. AMENDMENT

    | 1 To be further amended as set forth in Appendix C if Item 4 is approved by our stockholders and becomes effective. |

  110. AMENDMENT

    First American Financial Corporation 2026 Proxy Statement | B-1

  111. AMENDMENT

    | Appendix C |

  112. Proposed Amendments to the Certificate to Declassify the Board and Phase-In Annual Director Elections

    Proposed Amendments to the Certificate to Declassify the Board and Phase-In Annual Director Elections

  113. ARTICLE V

    ARTICLE V

  114. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Section 5.2 Classification. (a) The Board of Directors (otherOther than those directors elected by the holders of any series of Preferred Stock provided for or fixed pursuant to the provisions of Article IV hereof: (the “Preferred Stock (1) From the effectiveness of the certificate of amendment first inserting this sentence until the election of directors at the 2027 annual meeting of stockholders, pursuant to Section 141(d) of the DGCL, the Board of Directors”) shall be divided into three classes, as nearly equal in number as possible, designated of directors, Class I, Class II and Class III. Class I directors shall initially serve until the first, with the directors in Class I having a term expiring at the 2029 annual meeting of stockholders, following the effectiveness of this Section 5.2; the directors in Class II directors shall initially serve until the secondhaving a term expiring at the 2027 annual meeting of stockholders following the effectiveness of this Section 5.2; and and the directors in Class III directors shall initially serve until the third having a term expiring at the 2028 annual meeting of stockholders. following the effectiveness of this Section 5.2. Commencing with the first annual meeting of stockholders following the effectiveness of this Section 5.2, directors of each class the term of which shall then expire shall be elected to hold office for a three-year term and until the election and qualification of their respective successors in office. In case of any increase or decrease, from time to time, in the number of directors (other than Preferred Stock Directors), the number of directors in each class shall be apportioned as nearly equal as possible. The Board of Directors is authorized to assign members of the Board of Directors already in office to Class I, Class II or Class III. (2) Commencing with the election of directors at the 2027 annual meeting of stockholders, pursuant to Section 141(d) of the DGCL, the Board of Directors shall be divided into two classes of directors, Class I and Class III, with the directors in Class III having a term that expires at the 2028 annual meeting of stockholders and the directors in Class I having a term that expires at the 2029 annual meeting of stockholders. The successors of the directors who, immediately prior to the 2027 annual meeting of stockholders, were members of Class II (and whose terms expire at the 2027 annual meeting of stockholders) shall be elected to Class III; the Class III directors who, immediately prior to the 2027 annual meeting of stockholders, were members of Class III and whose terms were scheduled to expire at the 2028 annual meeting of stockholders shall be assigned by the Board of Directors to Class III for a term expiring at the 2028 annual meeting of stockholders; and the directors who, immediately prior to the 2027 annual meeting of stockholders, were members of Class I and whose terms were scheduled to expire at the 2029 annual meeting of stockholders shall be assigned by the Board of Directors to Class I for a term expiring at the 2029 annual meeting of stockholders. (3) Commencing with the election of directors at the 2028 annual meeting of stockholders, pursuant to Section 141(d) of the DGCL, the Board of Directors shall be divided into one class of directors, Class I, with the directors in Class I having a term that expires at the 2029 annual meeting of stockholders. The successors of the directors who, immediately prior to the First American Financial Corporation 2026 Proxy Statement | C-1

  115. BOARD OF DIRECTORS

    | Appendix C. Proposed Amendments to the Certificate—Declassification of the Board and Phase-In of Annual Director Elections |

  116. BOARD OF DIRECTORS

    2028 annual meeting of stockholders, were members of Class III (and whose terms expire at the 2028 annual meeting of stockholders) shall be elected to Class I for a term that expires at the 2029 annual meeting of stockholders, and the directors who, immediately prior to the 2028 annual meeting of stockholders, were members of Class I and whose terms were scheduled to expire at the 2029 annual meeting of stockholders shall be assigned by the Board of Directors to Class I for a term expiring at the 2029 annual meeting of stockholders. (4) From and after the election of directors at the 2029 annual meeting of stockholders, the Board of Directors shall cease to be classified as provided in Section 141(d) of the DGCL, and the directors elected at the 2029 annual meeting of stockholders (and each annual meeting of stockholders thereafter) shall be elected for a term expiring at the following annual meeting of stockholders. Each director elected at any annual meeting of stockholders shall hold office until such director’s successor shall have been elected and qualified. (b) Unless otherwise required by law, in the event of any increase or decrease in the authorized number of directors at any time when the Board of Directors is divided into a class or classes, each director then serving as a member of a class of directors shall continue as a director of the class of which he or she is a member until the expiration of the director's term or the director's earlier death, disqualification, resignation or removal. Subject to the rights of the holders of any one or more series of Preferred Stock then outstanding, each newly created directorships resulting from any directorship on the Board of Directors that results from an increase in the authorized number of directors or and any vacanciesvacancy occurring in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise provided by law, be filled solely by the affirmative vote ofshall be filled only by a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any director so chosen shall hold office until the next election of the class for which such director shall have been chosen and until his succesor shall be, or by a sole remaining director, pursuant to Section 223 of the DGCL. Any director elected to fill a newly created directorship that results from an increase in the number of directors or a vacancy shall hold office: (1) if at the time of such director's election, the Board of Directors is classified pursuant to Section 1(a) of this Article V, for the remainder of the full term of the class of directors in which the new directorship or vacancy was created or (2) if, at the time of such director's election, the Board of Directors has ceased to be classified pursuant to Section 1(a) of this Article V, for a term expiring at the next annual meeting of stockholders, and, in each case, until the director's successor is duly elected and qualified. No decrease in the authorized number of directors shall shorten the term of any incumbent director, or until the director's earlier death, disqualification, resignation or removal. (c) Except for such additional directors, if any, as are elected by Subject to the rights of the holders of any one or more series of Preferred Stock as provided for or fixed pursuant to the provisions of Article IV hereof, any director, or the entire then outstanding, (1) prior to the time at which the Board of Directors, ceases to be classified pursuant to Section 1(a) of this Article V, directors may be removed from office at any time, but only for cause and only by the affirmative vote of at least 66⅔% of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class. (2) from and after the time at which the Board of Directors ceases to be classified pursuant to Section 1(a) of this Article V, any director may be removed with or without cause. C-2 | 2026 Proxy Statement First American Financial Corporation 1 First American Way, Santa Ana, CA 92707