FAF / First American Financial Corporation - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

First American Financial Corporation
US ˙ NYSE ˙ US31847R1023

Statistik Asas
LEI 549300B6VEZK3N0A1P55
CIK 1472787
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to First American Financial Corporation
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
July 25, 2025 EX-32.(B)

Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(b) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-Q of First American Financial Corporation (the “Company”) for the period ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew F. Wajner, chief financial officer of the C

July 25, 2025 EX-FILING FEES

Filing Fee Table.

Calculation of Filing Fee Tables S-8 First American Financial Corp Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common stock, par value $0.

July 25, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34580 FIRST AMER

July 25, 2025 EX-32.(A)

Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(a) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-Q of First American Financial Corporation (the “Company”) for the period ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark E. Seaton, chief executive officer of the Comp

July 25, 2025 EX-10.2

Employment Agreement, dated May 23, 2025, between First American Financial Corporation and Matthew F. Wajner.

Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) dated as of April 10, 2025 is made and entered into by and between Matthew F. Wajner (“Executive”) and First American Financial Corporation (“Employer”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: 1. Employment of Executive. Subject to the terms and conditions of t

July 25, 2025 S-8

Power of Attorney (included on the signature page of this Registration Statement).

S-8 As filed with the Securities and Exchange Commission on July 24, 2025 Registration No.

July 25, 2025 EX-10.4

Form of Notice of Restricted Stock Unit Grant (Non-Employee Executive Chairman) and Restricted Stock Unit Award Agreement (Non-Employee Chairman) for Non-Employee Director Restricted Stock Unit Award approved May 21, 2025.

Exhibit 10.4 [Non-Employee Executive Chairman] Notice of Performance Restricted Stock Unit Grant Participant: [Participant Name] Company: First American Financial Corporation Notice: You have been granted the following performance Restricted Stock Units (this “Award”) in accordance with the terms of the Plan and the Performance Restricted Stock Unit Award Agreement attached hereto. Type of Award:

July 25, 2025 EX-31.(B)

Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(b) CERTIFICATIONS I, Matthew F. Wajner, certify that: 1. I have reviewed this quarterly report on Form 10-Q of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not

July 25, 2025 EX-31.(A)

Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(a) CERTIFICATIONS I, Mark E. Seaton, certify that: 1. I have reviewed this quarterly report on Form 10-Q of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mis

July 23, 2025 EX-99.1

FIRST AMERICAN FINANCIAL REPORTS second quarter 2025 results – Announces New $300 Million Share Repurchase Authorization –

Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE FIRST AMERICAN FINANCIAL REPORTS second quarter 2025 results – Announces New $300 Million Share Repurchase Authorization – SANTA ANA, Calif., July 23, 2025 – First American Financial Corporation (NYSE: FAF), a premier provider of title, settlement and risk solutions for real estate transactions and the leader in the digital transformation of its industry, to

July 23, 2025 8-K

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2025 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporation)

May 23, 2025 8-K/A

FORM 8-K/A (Amendment No. 1) Item 5.02 Departure of Director or Certain Officers; Appointment of Certain Officers.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2025 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-34580 26-1911571 (State or Other Jurisdicti

May 16, 2025 EX-3.1

Restated Certificate of Incorporation of First American Financial Corporation

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF First American Financial Corporation (a Delaware corporation) (Pursuant to Section 245 of the General Corporation Law of the State of Delaware) First American Financial Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify: FIRST: The date of filing o

May 16, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporation) (

May 16, 2025 EX-10.1

First American Financial Corporation 2020 Incentive Compensation Plan, as Amended and Restated effective May 13, 2025 (incorporated by reference herein to the Registrant’s Current Report on Form 8-K filed on May 16, 2025).

Exhibit 10.1 FIRST AMERICAN FINANCIAL CORPORATION 2020 INCENTIVE COMPENSATION PLAN As Amended and Restated effective May 13, 2025 1. ESTABLISHMENT, PURPOSES, AND DURATION 1.1. Establishment of the Plan. The Company hereby establishes this incentive compensation plan to be known as “First American Financial Corporation 2020 Incentive Compensation Plan,” as set forth in this document. The Plan permi

April 25, 2025 EX-31.(A)

Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(a) CERTIFICATIONS I, Mark E. Seaton, certify that: 1. I have reviewed this quarterly report on Form 10-Q of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mis

April 25, 2025 EX-32.(A)

Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(a) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-Q of First American Financial Corporation (the “Company”) for the period ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark E. Seaton, chief executive officer of the Com

April 25, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34580 FIRST AME

April 25, 2025 EX-31.(B)

Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(b) CERTIFICATIONS I, Matthew F. Wajner, certify that: 1. I have reviewed this quarterly report on Form 10-Q of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not

April 25, 2025 EX-32.(B)

Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(b) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-Q of First American Financial Corporation (the “Company”) for the period ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew F. Wajner, chief financial officer of the

April 23, 2025 EX-99.1

FIRST AMERICAN FINANCIAL REPORTS first quarter 2025 results

Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE FIRST AMERICAN FINANCIAL REPORTS first quarter 2025 results SANTA ANA, Calif., April 23, 2025 – First American Financial Corporation (NYSE: FAF), a premier provider of title, settlement and risk solutions for real estate transactions and the leader in the digital transformation of its industry, today announced financial results for the first quarter ended Ma

April 23, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2025 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporation)

April 16, 2025 DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1 )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 15, 2025 EX-99.1

First American Financial Corporation ELEVATES Mark E. Seaton to Chief Executive Officer Matt F. Wajner Appointed Chief Financial Officer

Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE First American Financial Corporation ELEVATES Mark E. Seaton to Chief Executive Officer Matt F. Wajner Appointed Chief Financial Officer SANTA ANA, Calif., April 15, 2025 – First American Financial Corporation (NYSE: FAF), a premier provider of title, settlement and risk solutions for real estate transactions and the leader in the digital transformation of i

April 15, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2025 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporation)

March 31, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No._ )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

March 19, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No._ )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

February 21, 2025 EX-10.(6)

Employment Agreement, dated February 18, 2025, between First American Financial Corporation and Kenneth D. DeGiorgio.

Exhibit 10.6 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) dated as of February 18, 2025 is made and entered into by and between Kenneth D. DeGiorgio (“Executive”) and First American Financial Corporation (“Employer”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: 1. Employment of Executive. Subject to the terms and condition

February 21, 2025 EX-10.(8)

Employment Agreement, dated February 18, 2025, between First American Financial Corporation and Lisa W. Cornehl.

Exhibit 10.8 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) dated as of February 18, 2025 is made and entered into by and between Lisa W. Cornehl (“Executive”) and First American Financial Corporation (“Employer”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: 1. Employment of Executive. Subject to the terms and conditions of

February 21, 2025 S-3ASR

As filed with the Securities and Exchange Commission on February 21, 2025

Table of Contents As filed with the Securities and Exchange Commission on February 21, 2025 Registration No.

February 21, 2025 EX-31.(A)

Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(a) CERTIFICATIONS I, Kenneth D. DeGiorgio, certify that: 1. I have reviewed this annual report on Form 10-K of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not

February 21, 2025 EX-24.1

Power of Attorney.

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors of First American Financial Corporation, a Delaware corporation (the “Company”), does hereby constitute and appoint Lisa W. Cornehl, Marjon E. Ghasemi and Stacy S. Rust, and each of them severally, as the true and lawful attorneys-in-fact and agents of the undersigned, to do or cause to be don

February 21, 2025 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) FIRST AMERICAN FINANCIAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common stock, par value $0.

February 21, 2025 EX-32.(A)

Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(a) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-K of First American Financial Corporation (the “Company”) for the period ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kenneth D. DeGiorgio, chief executive officer o

February 21, 2025 EX-10.(5)(12)

Form of Notice of Restricted Stock Unit Grant (Non-Employee Director) and Restricted Stock Unit Award Agreement (Non-Employee Director) for Non-Employee Director Restricted Stock Unit Award approved January 21, 2025.

Exhibit 10.5.12 [Non-Employee Director] Notice of Restricted Stock Unit Grant Participant: [Participant Name] Company: First American Financial Corporation Notice: You have been granted the following Restricted Stock Units in accordance with the terms of the Plan and the Restricted Stock Unit Award Agreement attached hereto. Type of Award: Restricted Stock Units Plan: First American Financial Corp

February 21, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34580 (Exact name of registrant

February 21, 2025 EX-31.(B)

Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(b) CERTIFICATIONS I, Mark E. Seaton, certify that: 1. I have reviewed this annual report on Form 10-K of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mislea

February 21, 2025 EX-10.(7)

Employment Agreement, dated February 18, 2025, between First American Financial Corporation and Mark E. Seaton.

Exhibit 10.7 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) dated as of February 18, 2025 is made and entered into by and between Mark E. Seaton (“Executive”) and First American Financial Corporation (“Employer”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: 1. Employment of Executive. Subject to the terms and conditions of t

February 21, 2025 EX-21

Subsidiaries of the Registrant.

Exhibit 21 Subsidiaries of the Registrant The following is a list of subsidiaries of the Company as of December 31, 2024, omitting certain subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.

February 21, 2025 EX-32.(B)

Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(b) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-K of First American Financial Corporation (the “Company”) for the period ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark E. Seaton, chief financial officer of the

February 21, 2025 EX-19

Policy Regarding Trading in the Stock of First American Financial Corporation.

Exhibit 19 FIRST AMERICAN FINANCIAL CORPORATION POLICY REGARDING TRADING IN THE STOCK OF FIRST AMERICAN FINANCIAL CORPORATION Policy Objective The securities laws applicable to First American Financial Corporation (the “Company”) and its officers, directors and other personnel (collectively, “Company Personnel”) prohibit the trading of stock in the Company while aware of Material Non-Public Information (as defined below) including after termination or resignation.

February 21, 2025 EX-10.(5)(14)

Form of Performance Restricted Stock Unit Grant (Employee) and Performance Restricted Stock Unit Award Agreement (Employee), approved January 21, 2025.

Exhibit 10.5.14 [Employee] Notice of Performance Restricted Stock Unit Grant Participant: [Participant Name] Company: First American Financial Corporation Notice: You have been granted the following performance Restricted Stock Units (this “Award”) in accordance with the terms of the Plan and the Performance Restricted Stock Unit Award Agreement attached hereto. Type of Award: Performance Restrict

February 21, 2025 EX-10.(5)(13)

Form of Notice of Restricted Stock Unit Grant (Employee) and Restricted Stock Unit Award Agreement (Employee), approved January 21, 2025.

Exhibit 10.5.13 [Employee] Notice of Restricted Stock Unit Grant Participant: [Participant Name] Company: First American Financial Corporation Notice: You have been granted the following Restricted Stock Units in accordance with the terms of the Plan and the Restricted Stock Unit Award Agreement attached hereto. Type of Award: Restricted Stock Units Plan: First American Financial Corporation 2020

February 12, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2025 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporati

February 12, 2025 EX-99.1

FIRST AMERICAN FINANCIAL REPORTS Results for the fourth quarter and full year of 2024

Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE FIRST AMERICAN FINANCIAL REPORTS Results for the fourth quarter and full year of 2024 SANTA ANA, Calif., Feb. 12, 2025 – First American Financial Corporation (NYSE: FAF), a premier provider of title, settlement and risk solutions for real estate transactions and the leader in the digital transformation of its industry, today announced financial results for t

December 9, 2024 CORRESP

1 First American Way, Santa Ana, CA 92707 TEL 714.250.3000 [email protected] ▼ www.firstam.com

LISA W. CORNEHL SENIOR VICE PRESIDENT, CHIEF LEGAL OFFICER December 9, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington D.C. 20549 Attention: Robert Arzonetti Re: First American Financial Corporation Form 10-K for the Fiscal Year Ended December 31, 2023 Filed February 21, 2024 Response Dated September 20, 2024 File No. 001-34580 Dear Mr. Arzo

November 14, 2024 SC 13G/A

FAF / First American Financial Corporation / HG Vora Capital Management, LLC - AMENDMENT NO. 3 Passive Investment

SC 13G/A 1 faf1112241sc13ga3.htm AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment 3) Under the Securities Exchange Act of 1934 FIRST AMERICAN FINANCIAL CORPORATION (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 31847R102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this State

October 25, 2024 EX-32.(A)

Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(a) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-Q of First American Financial Corporation (the “Company”) for the period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kenneth D. DeGiorgio, chief executive officer

October 25, 2024 EX-32.(B)

Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(b) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-Q of First American Financial Corporation (the “Company”) for the period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark E. Seaton, chief financial officer of the

October 25, 2024 EX-31.(A)

Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(a) CERTIFICATIONS I, Kenneth D. DeGiorgio, certify that: 1. I have reviewed this quarterly report on Form 10-Q of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, n

October 25, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34580 FIRST

October 25, 2024 EX-31.(B)

Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(b) CERTIFICATIONS I, Mark E. Seaton, certify that: 1. I have reviewed this quarterly report on Form 10-Q of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mis

October 23, 2024 EX-99.1

FIRST AMERICAN FINANCIAL REPORTS Third quarter 2024 results

Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE FIRST AMERICAN FINANCIAL REPORTS Third quarter 2024 results SANTA ANA, Calif., Oct. 23, 2024 – First American Financial Corporation (NYSE: FAF), a premier provider of title, settlement and risk solutions for real estate transactions and the leader in the digital transformation of its industry, today announced financial results for the third quarter ended Sep

October 23, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2024 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporatio

September 30, 2024 EX-4.2

Fifth Supplemental Indenture, dated as of September 30, 2024, between First American Financial Corporation and U.S. Bank Trust Company, National Association, as Trustee.

Exhibit 4.2 FIFTH SUPPLEMENTAL INDENTURE Dated as of September 30, 2024 between FIRST AMERICAN FINANCIAL CORPORATION, as Issuer and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 5.450% Senior Notes due 2034 TABLE OF CONTENTS ARTICLE One Relation to Indenture; Additional Definitions 1 1.01 Relation to Indenture 1 1.02 Additional Definitions 1 ARTICLE Two The Series of Notes 3 2.01 Title

September 30, 2024 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 30, 2024 FIRST AMERICAN FINANCIAL CORPORATION (Exact Name of the Registrant as Specified in Charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

September 25, 2024 EX-FILING FEES

Calculation of Filing Fee Tables Form S-3 (Form Type) FIRST AMERICAN FINANCIAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-3 ………….. (Form Type) FIRST AMERICAN FINANCIAL CORPORATION …………………………………………………….. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security  Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offeri

September 25, 2024 424B2

$450,000,000 5.450% Senior Notes due 2034

424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-282208 Prospectus Supplement (To Prospectus dated September 19, 2024) $450,000,000 5.450% Senior Notes due 2034 We are offering $450,000,000 aggregate principal amount of 5.450% Senior Notes due 2034. The notes will mature on September 30, 2034. Interest on the notes will accrue from September 30, 2024 and be payable on

September 24, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 23, 2024 FIRST AMERICAN FINANCIAL CORPORATION (Exact Name of the Registrant as Specified in Charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

September 24, 2024 EX-1.1

Underwriting Agreement, dated September 23, 2024, among First American Financial Corporation and J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and PNC Capital Markets LLC, as representatives of the several underwriters named therein.

EX-1.1 2 d893182dex11.htm EX-1.1 Exhibit 1.1 $450,000,000 First American Financial Corporation 5.450% Senior Notes due 2034 Underwriting Agreement September 23, 2024 J.P. Morgan Securities LLC Goldman Sachs & Co. LLC PNC Capital Markets LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Goldm

September 23, 2024 FWP

First American Financial Corporation Pricing Term Sheet Issuer: First American Financial Corporation Security Description: 5.450% Senior Notes due 2034 Ratings (Moody’s / S&P / Fitch)*: Moody’s Baa2 (Stable) / S&P BBB- (Stable) / Fitch BBB (Stable) S

Filed Pursuant to Rule 433 Registration Statement No. 333-282208 Pricing Term Sheet Dated September 23, 2024 First American Financial Corporation Pricing Term Sheet Issuer: First American Financial Corporation Security Description: 5.450% Senior Notes due 2034 Ratings (Moody’s / S&P / Fitch)*: Moody’s Baa2 (Stable) / S&P BBB- (Stable) / Fitch BBB (Stable) Size: $450,000,000 Trade Date: September 2

September 23, 2024 424B2

SUBJECT TO COMPLETION, DATED SEPTEMBER 23, 2024

424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-282208 The information in this preliminary prospectus supplement is not complete and may be changed. Neither this preliminary prospectus supplement nor the accompanying prospectus is an offer to sell the securities and is not soliciting an offer to buy the securities in any jurisdiction where the offer or sale is not per

September 20, 2024 CORRESP

1 First American Way, Santa Ana, CA 92707 TEL 714.250.8581 [email protected] ▼ www.firstam.com

MARK E. SEATON EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER September 20, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington D.C. 20549 Re: First American Financial Corporation Form 10-K for the Fiscal Year Ended December 31, 2023 Filed February 21, 2024 File No. 001-34580 To the Division of Corporation Finance: Thank you for your comment.

September 19, 2024 EX-FILING FEES

Filing fee table (filed herewith).

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) FIRST AMERICAN FINANCIAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee  Rate  Amount of R

September 19, 2024 S-3ASR

As filed with the Securities and Exchange Commission on September 19, 2024

As filed with the Securities and Exchange Commission on September 19, 2024 Registration No.

September 19, 2024 EX-25.1

Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of U.S. Bank National Association, as Trustee, on Form T-1 (filed herewith).

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

September 10, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2024 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporat

September 10, 2024 EX-99.1

First American Financial Corporation Appoints Deborah L. Wahl to Board of Directors

Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE First American Financial Corporation Appoints Deborah L. Wahl to Board of Directors SANTA ANA, Calif., Sept. 10, 2024 – First American Financial Corporation (NYSE: FAF), a premier provider of title, settlement and risk solutions for real estate transactions and the leader in the digital transformation of its industry, announced today that Deborah L. Wahl has

September 9, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 09, 2024 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporat

July 26, 2024 EX-31.(A)

Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(a) CERTIFICATIONS I, Kenneth D. DeGiorgio, certify that: 1. I have reviewed this quarterly report on Form 10-Q of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, n

July 26, 2024 EX-32.(B)

Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(b) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-Q of First American Financial Corporation (the “Company”) for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark E. Seaton, chief financial officer of the Comp

July 26, 2024 EX-32.(A)

Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(a) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-Q of First American Financial Corporation (the “Company”) for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kenneth D. DeGiorgio, chief executive officer of th

July 26, 2024 EX-31.(B)

Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(b) CERTIFICATIONS I, Mark E. Seaton, certify that: 1. I have reviewed this quarterly report on Form 10-Q of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mis

July 26, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34580 FIRST AMER

July 24, 2024 EX-99.1

FIRST AMERICAN FINANCIAL REPORTS Second quarter 2024 results

Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE FIRST AMERICAN FINANCIAL REPORTS Second quarter 2024 results SANTA ANA, Calif., July 24, 2024 – First American Financial Corporation (NYSE: FAF), a premier provider of title, settlement and risk solutions for real estate transactions and the leader in the digital transformation of its industry, today announced financial results for the second quarter ended J

July 24, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2024 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporation)

May 28, 2024 8-K

Regulation FD Disclosure, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2024 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporation) (

April 26, 2024 EX-32.(A)

Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(a) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-Q of First American Financial Corporation (the “Company”) for the period ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kenneth D. DeGiorgio, chief executive officer of t

April 26, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34580 FIRST AME

April 26, 2024 EX-31.(B)

Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(b) CERTIFICATIONS I, Mark E. Seaton, certify that: 1. I have reviewed this quarterly report on Form 10-Q of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mis

April 26, 2024 EX-32.(B)

Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(b) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-Q of First American Financial Corporation (the “Company”) for the period ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark E. Seaton, chief financial officer of the Com

April 26, 2024 EX-31.(A)

Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(a) CERTIFICATIONS I, Kenneth D. DeGiorgio, certify that: 1. I have reviewed this quarterly report on Form 10-Q of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, n

April 24, 2024 EX-99.1

FIRST AMERICAN FINANCIAL REPORTS first quarter 2024 results

Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE FIRST AMERICAN FINANCIAL REPORTS first quarter 2024 results SANTA ANA, Calif., April 24, 2024 – First American Financial Corporation (NYSE: FAF), a premier provider of title, settlement and risk solutions for real estate transactions and the leader in the digital transformation of its industry, today announced financial results for the first quarter ended Ma

April 24, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2024 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporation)

April 10, 2024 SC 13G/A

FAF / First American Financial Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0018-firstamericanfinancia.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: First American Financial Corp Title of Class of Securities: Common Stock CUSIP Number: 31847R102 Date of Event Which Requires Filing of this Statement: March 28, 2024 Check the appropriate bo

April 1, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No._ )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

February 21, 2024 EX-21

Subsidiaries of the Registrant.

Exhibit 21 Subsidiaries of the Registrant The following is a list of subsidiaries of the Company as of December 31, 2023, omitting certain subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.

February 21, 2024 EX-10.6

Employment Agreement, dated February 20, 2024, between First American Financial Corporation and Kenneth D. DeGiorgio.

Exhibit 10.6 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) dated as of February 20, 2024 is made and entered into by and between Kenneth D. DeGiorgio (“Executive”) and First American Financial Corporation (“Employer”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: 1. Employment of Executive. Subject to the terms and condition

February 21, 2024 EX-10.5(9)

Form of Performance Restricted Stock Unit Grant (Employee) and Performance Restricted Stock Unit Award Agreement (Employee), approved January 16, 2024.

Exhibit 10.5.9 [Employee] Notice of Performance Restricted Stock Unit Grant Participant: [Participant Name] Company: First American Financial Corporation Notice: You have been granted the following performance Restricted Stock Units (this “Award”) in accordance with the terms of the Plan and the Performance Restricted Stock Unit Award Agreement attached hereto. Type of Award: Performance Restricte

February 21, 2024 EX-32.(A)

Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(a) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-K of First American Financial Corporation (the “Company”) for the period ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kenneth D. DeGiorgio, chief executive officer o

February 21, 2024 EX-97

Policy Governing the Recovery of Certain Incentive Compensation.

Exhibit 97 FIRST AMERICAN FINANCIAL CORPORATION POLICY GOVERNING THE RECOVERY OF CERTAIN INCENTIVE COMPENSATION Policy Objective The objective of this policy is to support accurate financial reporting and disclosure, and to provide the Company with a mechanism for recouping certain incentive-based compensation in the event that the Company is required to prepare a Restatement (as defined below).

February 21, 2024 EX-10.7

, between First American Financial Corporation and Mark E. Seaton.

Exhibit 10.7 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) dated as of February 20, 2024 is made and entered into by and between Mark E. Seaton (“Executive”) and First American Financial Corporation (“Employer”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: 1. Employment of Executive. Subject to the terms and conditions of t

February 21, 2024 EX-10.5(7)

Form of Notice of Restricted Stock Unit Grant (Non-Employee Director) and Restricted Stock Unit Award Agreement (Non-Employee Director) for Non-Employee Director Restricted Stock Unit Award approved January 16, 2024.

Exhibit 10.5.7 [Non-Employee Director] Notice of Restricted Stock Unit Grant Participant: [Participant Name] Company: First American Financial Corporation Notice: You have been granted the following Restricted Stock Units in accordance with the terms of the Plan and the Restricted Stock Unit Award Agreement attached hereto. Type of Award: Restricted Stock Units Plan: First American Financial Corpo

February 21, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34580 (Exact name of registrant

February 21, 2024 EX-10.8

, between First American Financial Corporation and Lisa W. Cornehl.

Exhibit 10.8 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) dated as of February 20, 2024 is made and entered into by and between Lisa W. Cornehl (“Executive”) and First American Financial Corporation (“Employer”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: 1. Employment of Executive. Subject to the terms and conditions of

February 21, 2024 EX-32.(B)

Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(b) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-K of First American Financial Corporation (the “Company”) for the period ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark E. Seaton, chief financial officer of the

February 21, 2024 EX-31.(B)

Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(b) CERTIFICATIONS I, Mark E. Seaton, certify that: 1. I have reviewed this annual report on Form 10-K of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mislea

February 21, 2024 EX-10.5(8)

Form of Notice of Restricted Stock Unit Grant (Employee) and Restricted Stock Unit Award Agreement (Employee), approved January 16, 2024.

Exhibit 10.5.8 [Employee] Notice of Restricted Stock Unit Grant Participant: [Participant Name] Company: First American Financial Corporation Notice: You have been granted the following Restricted Stock Units in accordance with the terms of the Plan and the Restricted Stock Unit Award Agreement attached hereto. Type of Award: Restricted Stock Units Plan: First American Financial Corporation 2020 I

February 21, 2024 EX-31.(A)

Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(a) CERTIFICATIONS I, Kenneth D. DeGiorgio, certify that: 1. I have reviewed this annual report on Form 10-K of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not

February 14, 2024 EX-99.1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 2 ex991.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing

February 14, 2024 SC 13G/A

FAF / First American Financial Corporation / HG Vora Capital Management, LLC - AMENDMENT NO. 2 Passive Investment

SC 13G/A 1 faf212245sc13ga2.htm AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment 2) Under the Securities Exchange Act of 1934 FIRST AMERICAN FINANCIAL CORPORATION (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 31847R102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Stateme

February 13, 2024 SC 13G/A

FAF / First American Financial Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0925-firstamericanfinancia.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: First American Financial Corp Title of Class of Securities: Common Stock CUSIP Number: 31847R102 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate

February 7, 2024 EX-99.1

FIRST AMERICAN FINANCIAL REPORTS Results for the fourth quarter and full year of 2023

Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE FIRST AMERICAN FINANCIAL REPORTS Results for the fourth quarter and full year of 2023 SANTA ANA, Calif., Feb. 7, 2024 – First American Financial Corporation (NYSE: FAF), a premier provider of title, settlement and risk solutions for real estate transactions and the leader in the digital transformation of its industry, today announced financial results for th

February 7, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 07, 2024 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporati

January 25, 2024 CORRESP

1 First American Way, Santa Ana, CA 92707 TEL 714.250.8581 [email protected] ▼ www.firstam.com

LISA CORNEHL SENIOR VICE PRESIDENT, CHIEF LEGAL OFFICER VIA EDGAR January 25, 2024 Division of Corporation Finance U.

January 12, 2024 8-K/A

Financial Statements and Exhibits, 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2023 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-34580 26-1911571 (State or Other Jurisdi

December 29, 2023 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2023 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-34580 26-1911571 (State or Other Jurisdi

December 22, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2023 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporati

November 9, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 07, 2023 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporati

November 9, 2023 EX-3.1

Bylaws of First American Financial Corporation, amended and restated effective as of November 7, 2023.

Exhibit 3.1 BYLAWS OF First American Financial Corporation (a Delaware corporation) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of the Corporation shall be fixed in the Certificate of Incorporation of the Corporation. Section 1.2 Other Offices. The Corporation may also have an office or offices, and keep the books and records of the Corporation, except as may o

October 27, 2023 EX-31.(A)

Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(a) CERTIFICATIONS I, Kenneth D. DeGiorgio, certify that: 1. I have reviewed this quarterly report on Form 10-Q of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, n

October 27, 2023 EX-FILING FEES

Filing Fee Table.

Exhibit 107.1 Calculation of Filing Fee Tables FORM S-8 (Form Type) First American Financial Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title (1) Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common s

October 27, 2023 EX-32.(A)

Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(a) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-Q of First American Financial Corporation (the “Company”) for the period ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kenneth D. DeGiorgio, chief executive officer

October 27, 2023 EX-32.(B)

Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(b) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-Q of First American Financial Corporation (the “Company”) for the period ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark E. Seaton, chief financial officer of the

October 27, 2023 EX-31.(B)

Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(b) CERTIFICATIONS I, Mark E. Seaton, certify that: 1. I have reviewed this quarterly report on Form 10-Q of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mis

October 27, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34580 FIRST

October 27, 2023 S-8

As filed with the Securities and Exchange Commission on October 26, 2023

As filed with the Securities and Exchange Commission on October 26, 2023 Registration No.

October 26, 2023 EX-99.1

FIRST AMERICAN FINANCIAL REPORTS third quarter 2023 Results

Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE FIRST AMERICAN FINANCIAL REPORTS third quarter 2023 Results SANTA ANA, Calif., Oct. 26, 2023 – First American Financial Corporation (NYSE: FAF), a premier provider of title, settlement and risk solutions for real estate transactions and the leader in the digital transformation of its industry, today announced financial results for the third quarter ended Sep

October 26, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2023 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporatio

July 28, 2023 EX-10.1

Credit Agreement dated as of May 17, 2023, among First American Financial Corporation, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

Exhibit 10.1 EXECUTION COPY $900,000,000 CREDIT AGREEMENT dated as of May 17, 2023 among FIRST AMERICAN FINANCIAL CORPORATION, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., U.S. BANK NATIONAL ASSOCIATION, WELLS FARGO SECURITIES, LLC and PNC CAPITAL MARKETS LLC, as Joint Lead Arrangers and Joint Bookrunners U.S. BANK NATIONAL ASSOCIATION,

July 28, 2023 EX-31.(B)

Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(b) CERTIFICATIONS I, Mark E. Seaton, certify that: 1. I have reviewed this quarterly report on Form 10-Q of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mis

July 28, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34580 FIRST AMERI

July 28, 2023 EX-32.(B)

Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(b) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-Q of First American Financial Corporation (the “Company”) for the period ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark E. Seaton, chief financial officer of the Comp

July 28, 2023 EX-32.(A)

Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(a) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-Q of First American Financial Corporation (the “Company”) for the period ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kenneth D. DeGiorgio, chief executive officer of th

July 28, 2023 EX-31.(A)

Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(a) CERTIFICATIONS I, Kenneth D. DeGiorgio, certify that: 1. I have reviewed this quarterly report on Form 10-Q of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, n

July 27, 2023 EX-99.1

FIRST AMERICAN FINANCIAL REPORTS second quarter 2023 Results

Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE FIRST AMERICAN FINANCIAL REPORTS second quarter 2023 Results SANTA ANA, Calif., July 27, 2023 – First American Financial Corporation (NYSE: FAF), a premier provider of title, settlement and risk solutions for real estate transactions and the leader in the digital transformation of its industry, today announced financial results for the second quarter ended J

July 27, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2023 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporation)

May 17, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2023 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporation) (

May 12, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 09, 2023 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporation) (

April 28, 2023 10-Q

n UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

n UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34580 FIRST AM

April 27, 2023 EX-99.1

FIRST AMERICAN FINANCIAL REPORTS first quarter 2023 Results

Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE FIRST AMERICAN FINANCIAL REPORTS first quarter 2023 Results SANTA ANA, Calif., April 27, 2023 – First American Financial Corporation (NYSE: FAF), a premier provider of title, settlement and risk solutions for real estate transactions and the leader in the digital transformation of its industry, today announced financial results for the first quarter ended Ma

April 27, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 27, 2023 FIRST AMERICAN FIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 27, 2023 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporation)

April 6, 2023 DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

March 31, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

March 30, 2023 SC 13D/A

OPAD / Offerpad Solutions Inc - Class A / First American Financial Corp - SC 13D/A OFFERPAD-AMENDMENT 2 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* OFFERPAD SOLUTIONS INC. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 67623L109 (CUSIP Number) Stacy S. Rust Senior Corporate Counsel First American Financial Corporation 1 First American Way Santa Ana, Califor

February 15, 2023 EX-10

Form of Notice of Restricted Stock Unit Grant (Employee) and Restricted Stock Unit Award Agreement (Employee), approved January 17, 2023.

Exhibit 10.5.7 [Employee] Notice of Restricted Stock Unit Grant Participant: [Participant Name] Company: First American Financial Corporation Notice: You have been granted the following Restricted Stock Units in accordance with the terms of the Plan and the Restricted Stock Unit Award Agreement attached hereto. Type of Award: Restricted Stock Units Plan: First American Financial Corporation 2020 I

February 15, 2023 EX-10

Form of Notice of Restricted Stock Unit Grant (Non-Employee Director) and Restricted Stock Unit Award Agreement (Non-Employee Director) for Non-Employee Director Restricted Stock Unit Award approved January 17, 2023.

Exhibit 10.5.6 [Non-Employee Director] Notice of Restricted Stock Unit Grant Participant: [Participant Name] Company: First American Financial Corporation Notice: You have been granted the following Restricted Stock Units in accordance with the terms of the Plan and the Restricted Stock Unit Award Agreement attached hereto. Type of Award: Restricted Stock Units Plan: First American Financial Corpo

February 15, 2023 EX-10

Employment Agreement, dated February 14, 2023, between First American Financial Corporation and Mark E. Seaton.

Exhibit 10.7 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) dated as of February 14, 2023 is made and entered into by and between Mark E. Seaton (“Executive”) and First American Financial Corporation (“Employer”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: 1. Employment of Executive. Subject to the terms and conditions of t

February 15, 2023 EX-4

Description of the Registrant's Securities.

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the end of the period covered by the report with which this exhibit is filed, First American Financial Corporation (“First American,” “we,” “us” or “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the

February 15, 2023 EX-21

Subsidiaries of the registrant.

Exhibit 21 Subsidiaries of the Registrant The following is a list of subsidiaries of the Company as of December 31, 2022, omitting certain subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.

February 15, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34580 (Exact name of registrant

February 15, 2023 EX-10

Form of Performance Restricted Stock Unit Grant (Employee) and Performance Restricted Stock Unit Award Agreement (Employee), approved January 17, 2023.

Exhibit 10.5.8 [Employee] Notice of Performance Restricted Stock Unit Grant Participant: [Participant Name] Company: First American Financial Corporation Notice: You have been granted the following performance Restricted Stock Units (this “Award”) in accordance with the terms of the Plan and the Performance Restricted Stock Unit Award Agreement attached hereto. Type of Award: Performance Restricte

February 15, 2023 EX-10

Amendment to Employment Agreement between Mother Lode Holding Company and Marsha A. Spence.

Exhibit 10.10 Summary of Amendment to Employment and Non-Competition Agreement Marsha A. Spence and Mother Lode Holding Company agreed that the Employment and Non-Competition Agreement dated as of May 2, 2022 (the “Employment Agreement”), between Ms. Spence and Mother Lode Holding Company, be amended to delete Section 4.2 thereof (such that Ms. Spence has waived her annual bonus opportunities unde

February 15, 2023 EX-10

Employment Agreement, dated February 14, 2023, between First American Financial Corporation and Kenneth D. DeGiorgio.

Exhibit 10.6 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) dated as of February 14, 2023 is made and entered into by and between Kenneth D. DeGiorgio (“Executive”) and First American Financial Corporation (“Employer”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: 1. Employment of Executive. Subject to the terms and condition

February 15, 2023 EX-10

Employment Agreement, dated February 14, 2023, between First American Financial Corporation and Lisa W. Cornehl.

Exhibit 10.8 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) dated as of February 14, 2023 is made and entered into by and between Lisa W. Cornehl (“Executive”) and First American Financial Corporation (“Employer”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: 1. Employment of Executive. Subject to the terms and conditions of

February 14, 2023 SC 13G/A

FAF / First American Financial Corp / HG Vora Capital Management, LLC - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 faf213233sc13ga1.htm AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment 1) FIRST AMERICAN FINANCIAL CORPORATION (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 31847R102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Stateme

February 9, 2023 EX-99.1

FIRST AMERICAN FINANCIAL REPORTS Results For the fourth quarter and full year of 2022

Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE FIRST AMERICAN FINANCIAL REPORTS Results For the fourth quarter and full year of 2022 SANTA ANA, Calif., Feb. 9, 2023 – First American Financial Corporation (NYSE: FAF), a premier provider of title, settlement and risk solutions for real estate transactions and the leader in the digital transformation of its industry, today announced financial results for th

February 9, 2023 SC 13G/A

FAF / First American Financial Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0902-firstamericanfinancia.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: First American Financial Corp. Title of Class of Securities: Common Stock CUSIP Number: 31847R102 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriat

February 9, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 9, 2023 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporatio

February 2, 2023 SC 13D/A

OPAD / Offerpad Solutions Inc - Class A / First American Financial Corp - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* OFFERPAD SOLUTIONS INC. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 67623L109 (CUSIP Number) Stacy S. Rust Senior Corporate Counsel First American Financial Corporation 1 First American Way Santa Ana, Californi

October 28, 2022 EX-31.(A)

Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(a) CERTIFICATIONS I, Kenneth D. DeGiorgio, certify that: 1. I have reviewed this quarterly report on Form 10-Q of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, n

October 28, 2022 EX-32.(B)

Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(b) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-Q of First American Financial Corporation (the “Company”) for the period ended September 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark E. Seaton, chief financial officer of the

October 28, 2022 EX-32.(A)

Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(a) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-Q of First American Financial Corporation (the “Company”) for the period ended September 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kenneth D. DeGiorgio, chief executive officer

October 28, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34580 FIRST

October 28, 2022 EX-31.(B)

Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(b) CERTIFICATIONS I, Mark E. Seaton, certify that: (a) I have reviewed this quarterly report on Form 10-Q of First American Financial Corporation; (b) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not m

October 27, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 27, 2022 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporatio

October 27, 2022 EX-99.1

FIRST AMERICAN FINANCIAL REPORTS third QUARTER 2022 Results

Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE FIRST AMERICAN FINANCIAL REPORTS third QUARTER 2022 Results SANTA ANA, Calif., Oct. 27, 2022 ? First American Financial Corporation (NYSE: FAF), a premier provider of title, settlement and risk solutions for real estate transactions and the leader in the digital transformation of its industry, today announced financial results for the third quarter ended Sep

July 28, 2022 EX-99.1

FIRST AMERICAN FINANCIAL REPORTS second QUARTER 2022 Results

Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE FIRST AMERICAN FINANCIAL REPORTS second QUARTER 2022 Results SANTA ANA, Calif., July 28, 2022 ? First American Financial Corporation (NYSE: FAF), a premier provider of title, settlement and risk solutions for real estate transactions and the leader in the digital transformation of its industry, today announced financial results for the second quarter ended J

July 28, 2022 EX-10.1

Employment Agreement, dated May 3, 2022, between Mother Lode Holding Company and Marsha A. Spence.

Exhibit 10.1 EMPLOYMENT AND NON-COMPETITION AGREEMENT This Employment and Non-Competition Agreement (?Agreement?) dated as of May 2, 2022 (?Effective Date?) is made and entered into by and between Marsha A. Spence (?Employee?) and Mother Lode Holding Company (?Employer?). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: 1.Employment of Employe

July 28, 2022 EX-31.(A)

Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(a) CERTIFICATIONS I, Kenneth D. DeGiorgio, certify that: 1. I have reviewed this quarterly report on Form 10-Q of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, n

July 28, 2022 EX-32.(B)

Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(b) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-Q of First American Financial Corporation (the “Company”) for the period ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark E. Seaton, chief financial officer of the Comp

July 28, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 28, 2022 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporation)

July 28, 2022 EX-10.2

Employment Agreement, dated June 29, 2022, between First American Financial Corporation and Lisa W. Cornehl.

Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) dated as of June 29, 2022 is made and entered into by and between Lisa W. Cornehl (?Executive?) and First American Financial Corporation (?Employer?). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: 1.Employment of Executive. Subject to the terms and conditions of this

July 28, 2022 EX-32.(A)

Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(a) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-Q of First American Financial Corporation (the ?Company?) for the period ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Kenneth D. DeGiorgio, chief executive officer of th

July 28, 2022 EX-31.(B)

Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(b) CERTIFICATIONS I, Mark E. Seaton, certify that: (a) I have reviewed this quarterly report on Form 10-Q of First American Financial Corporation; (b) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not m

July 28, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34580 FIRST AMERI

July 8, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 6, 2022 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporation) (

June 10, 2022 S-8

As filed with the Securities and Exchange Commission on June 10, 2022

As filed with the Securities and Exchange Commission on June 10, 2022 Registration No.

June 10, 2022 EX-FILING FEES

Filing Fee Table.

Exhibit 107.1 Calculation of Filing Fee Tables FORM S-8 (Form Type) FIRST AMERICAN FINANCIAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title (1) Fee Calculation Rule (2) Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Comm

May 13, 2022 EX-99.1

First American Financial Corporation Appoints Marsha A. Spence to Board of Directors

Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE First American Financial Corporation Appoints Marsha A. Spence to Board of Directors SANTA ANA, Calif., May 12, 2022 ? First American Financial Corporation (NYSE: FAF), a premier provider of title, settlement and risk solutions for real estate transactions and the leader in the digital transformation of its industry, announced today that Marsha A. Spence has

May 13, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2022 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporation) (

April 29, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34580 FIRST AMER

April 29, 2022 EX-31.B

Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(b) CERTIFICATIONS I, Mark E. Seaton, certify that: (a) I have reviewed this quarterly report on Form 10-Q of First American Financial Corporation; (b) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not m

April 29, 2022 EX-32.B

Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(b) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-Q of First American Financial Corporation (the “Company”) for the period ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark E. Seaton, chief financial officer of the Com

April 29, 2022 EX-32.A

Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(a) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-Q of First American Financial Corporation (the “Company”) for the period ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dennis J. Gilmore, chief executive officer of the

April 29, 2022 EX-31.A

Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(a) CERTIFICATIONS I, Kenneth D. DeGiorgio, certify that: 1. I have reviewed this quarterly report on Form 10-Q of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, n

April 28, 2022 EX-99.1

FIRST AMERICAN FINANCIAL REPORTS first QUARTER 2022 Results

Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE FIRST AMERICAN FINANCIAL REPORTS first QUARTER 2022 Results SANTA ANA, Calif., April 28, 2022 ? First American Financial Corporation (NYSE: FAF), a premier provider of title, settlement and risk solutions for real estate transactions and the leader in the digital transformation of its industry, today announced financial results for the first quarter ended Ma

April 28, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 28, 2022 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporation)

April 1, 2022 DEF 14A

DEF 14A COURTESY COPY

April 1, 2022 DEF 14A

First American Financial Corporation 2010 Employee Stock Purchase Plan, as amended and restated effective July 1, 2022 (incorporated by reference herein to Appendix B of the Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 1, 2022).

DEF 14A 1 faf-def14a20220510.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

March 14, 2022 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 4, 2022 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34580 26-1911571 (State or Other Jurisdic

March 1, 2022 S-3ASR

As filed with the Securities and Exchange Commission on March 1, 2022

Table of Contents As filed with the Securities and Exchange Commission on March 1, 2022 Registration No.

March 1, 2022 EX-FILING FEES

Filing Fee Table.

Exhibit 107.1 Calculation of Filing Fee Tables FORM S-3 (Form Type) FIRST AMERICAN FINANCIAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee (3) Equ

March 1, 2022 EX-24.1

Power of Attorney.

EX-24.1 4 d117539dex241.htm EX-24.1 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors of First American Financial Corporation, a Delaware corporation (the “Company”), does hereby constitute and appoint Kenneth D. DeGiorgio, Lisa W. Cornehl and Greg L. Smith, and each of them severally, as the true and lawful attorneys-in-fact and agents of th

February 17, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

oksee UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34580 (Exact name of regis

February 17, 2022 EX-10.8

Employment Agreement, dated February 11, 2022, between First American Financial Corporation and Kenneth D. DeGiorgio.

Exhibit 10.8 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) dated as of February 11, 2022 is made and entered into by and between Kenneth D. DeGiorgio (?Executive?) and First American Financial Corporation (?Employer?). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: 1.Employment of Executive. Subject to the terms and conditions

February 17, 2022 EX-32.B

Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(b) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-K of First American Financial Corporation (the “Company”) for the period ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark E. Seaton, chief financial officer of the

February 17, 2022 EX-21

Subsidiaries of the registrant.

Exhibit 21 Subsidiaries of the Registrant The following is a list of subsidiaries of the Company as of December 31, 2021, omitting certain subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.

February 17, 2022 EX-10.10

Employment Agreement, dated February 11, 2022, between First American Financial Corporation and Mark E. Seaton.

EX-10.10 8 faf-ex1010106.htm EX-10.10 Exhibit 10.10 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) dated as of February 11, 2022 is made and entered into by and between Mark E. Seaton (“Executive”) and First American Financial Corporation (“Employer”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: 1.Employment of Executive. Su

February 17, 2022 EX-10.6.5

Form of Performance Restricted Stock Unit Grant (Employee) and Performance Restricted Stock Unit Award Agreement (Employee), approved February 2, 2022.

EX-10.6.5 5 faf-ex1065714.htm EX-10.6.5 Exhibit 10.6.5 [Employee] Notice of Performance Restricted Stock Unit Grant Participant: [Participant Name] Company: First American Financial Corporation Notice: You have been granted the following performance Restricted Stock Units (this “Award”) in accordance with the terms of the Plan and the Performance Restricted Stock Unit Award Agreement attached here

February 17, 2022 EX-10.6.2

Form of Notice of Restricted Stock Unit Grant (Non-Employee Director) and Restricted Stock Unit Award Agreement (Non-Employee Director) for Non-Employee Director Restricted Stock Unit Award approved February 2, 2022.

Exhibit 10.6.2 [Non-Employee Director] Notice of Restricted Stock Unit Grant Participant: [Participant Name] Company: First American Financial Corporation Notice: You have been granted the following Restricted Stock Units in accordance with the terms of the Plan and the Restricted Stock Unit Award Agreement attached hereto. Type of Award: Restricted Stock Units Plan: First American Financial Corpo

February 17, 2022 EX-10.6.4

Form of Notice of Restricted Stock Unit Grant (Employee) and Restricted Stock Unit Award Agreement (Employee), approved February 2, 2022.

Exhibit 10.6.4 [Employee] Notice of Restricted Stock Unit Grant Participant: [Participant Name] Company: First American Financial Corporation Notice: You have been granted the following Restricted Stock Units in accordance with the terms of the Plan and the Restricted Stock Unit Award Agreement attached hereto. Type of Award: Restricted Stock Units Plan: First American Financial Corporation 2020 I

February 17, 2022 EX-31.A

Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(a) CERTIFICATIONS I, Kenneth D. DeGiorgio, certify that: 1. I have reviewed this annual report on Form 10-K of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not

February 17, 2022 EX-10.9

Employment Agreement, dated February 11, 2022, between First American Financial Corporation and Christopher M. Leavell.

Exhibit 10.9 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) dated as of February 11, 2022 is made and entered into by and between Christopher M. Leavell (?Executive?) and First American Financial Corporation (?Employer?). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: 1.Employment of Executive. Subject to the terms and conditio

February 17, 2022 EX-32.A

Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(a) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-K of First American Financial Corporation (the “Company”) for the period ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kenneth D. DeGiorgio, chief executive officer o

February 17, 2022 EX-4.1

Description of the Registrant’s Securities.

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2021, First American Financial Corporation (?First American,? ?we,? ?us? or ?our?) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): our common stock, par value $0.00001 per

February 17, 2022 EX-31.B

Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(b) CERTIFICATIONS I, Mark E. Seaton, certify that: 1. I have reviewed this annual report on Form 10-K of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mislea

February 14, 2022 SC 13G

FAF / First American Financial Corp / HG Vora Capital Management, LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 First American Financial Corporation (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 31847R102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

February 10, 2022 SC 13G/A

FAF / First American Financial Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: First American Financial Corp. Title of Class of Securities: Common Stock CUSIP Number: 31847R102 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule

February 10, 2022 EX-99.2

First American Financial Announces Leadership Transition —Ken DeGiorgio named Chief Executive Officer— —Dennis Gilmore named Chairman of the Board—

Exhibit 99.2 NEWS FOR IMMEDIATE RELEASE First American Financial Announces Leadership Transition ?Ken DeGiorgio named Chief Executive Officer? ?Dennis Gilmore named Chairman of the Board? SANTA ANA, Calif., Feb. 9, 2022 ? First American Financial Corporation (NYSE: FAF), a leading provider of title insurance, settlement services and risk solutions for real estate transactions, announced today that

February 10, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 4, 2022 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporatio

February 10, 2022 EX-99.1

FIRST AMERICAN FINANCIAL REPORTS Results for the fourth QUARTER and full year of 2021 —Reports Fourth Quarter Earnings of $2.33 per Diluted Share—

Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE FIRST AMERICAN FINANCIAL REPORTS Results for the fourth QUARTER and full year of 2021 ?Reports Fourth Quarter Earnings of $2.33 per Diluted Share? SANTA ANA, Calif., Feb. 10, 2022 ? First American Financial Corporation (NYSE: FAF), a leading global provider of title insurance, settlement services and risk solutions for real estate transactions, today announc

January 21, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 19, 2022 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporatio

January 21, 2022 EX-3.1

Bylaws of First American Financial Corporation, amended and restated effective as of January 19, 2022.

Exhibit 3.1 BYLAWS OF First American Financial Corporation (a Delaware corporation) CORPORATE OFFICES Section 1.1Registered Office. The registered office of the Corporation shall be fixed in the Certificate of Incorporation of the Corporation. Section 1.2Other Offices. The Corporation may also have an office or offices, and keep the books and records of the Corporation, except as may otherwise be

November 5, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 4, 2021 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporatio

November 5, 2021 EX-99.1

November 4, 2021

Exhibit 99.1 November 4, 2021 Parker S. Kennedy, Chairman First American Financial Corporation 1 First American Way Santa Ana, CA 92707 Re: Letter of Resignation Dear Parker, As discussed, please accept this letter as my formal notice of resignation from the Board of Directors of First American Financial Corporation, effective November 4, 2021. I wish the Board much success in the future. Please d

October 22, 2021 EX-31.A

Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(a) CERTIFICATIONS I, Dennis J. Gilmore, certify that: 1. I have reviewed this quarterly report on Form 10-Q of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not

October 22, 2021 EX-32.A

Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(a) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-Q of First American Financial Corporation (the “Company”) for the period ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dennis J. Gilmore, chief executive officer of

October 22, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34580 FIRST

October 22, 2021 EX-32.B

Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(b) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-Q of First American Financial Corporation (the “Company”) for the period ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark E. Seaton, chief financial officer of the

October 22, 2021 EX-31.B

Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(b) CERTIFICATIONS I, Mark E. Seaton, certify that: (a) I have reviewed this quarterly report on Form 10-Q of First American Financial Corporation; (b) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not m

October 21, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 21, 2021 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporatio

October 21, 2021 EX-99.1

FIRST AMERICAN FINANCIAL REPORTS third QUARTER 2021 Results —Reports Third Quarter Earnings of $4.00 per Diluted Share, or $2.15 per Share Excluding Net Realized Investment Gains—

Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE FIRST AMERICAN FINANCIAL REPORTS third QUARTER 2021 Results ?Reports Third Quarter Earnings of $4.00 per Diluted Share, or $2.15 per Share Excluding Net Realized Investment Gains? SANTA ANA, Calif., Oct. 21, 2021 ? First American Financial Corporation (NYSE: FAF), a leading global provider of title insurance, settlement services and risk solutions for real e

September 10, 2021 SC 13D

SPNV.U / Supernova Partners Acquisition Company, Inc. Units, each consisting of one share of Class A common s / First American Financial Corp - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* OFFERPAD SOLUTIONS INC. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 67623L109 (CUSIP Number) Greg L. Smith Vice President, Deputy General Counsel and Secretary First American Financial Corporation 1 First Americ

August 3, 2021 EX-4.2

Fourth Supplemental Indenture, dated as of August 3, 2020, between First American Financial Corporation and U.S. Bank National Association, as Trustee.

Exhibit 4.2 FOURTH SUPPLEMENTAL INDENTURE Dated as of August 3, 2021 between FIRST AMERICAN FINANCIAL CORPORATION, as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee 2.400% Senior Notes due 2031 TABLE OF CONTENTS ARTICLE One Relation to Indenture; Additional Definitions 1 1.01 Relation to Indenture 1 1.02 Additional Definitions 1 ARTICLE Two The Series of Notes 3 2.01 Title of the Notes 3 2.

August 3, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 3, 2021 FIRST AMERICAN FINANCIAL CORPORATION (Exact Name of the Registrant as Specified in Charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

August 2, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 27, 2021 FIRST AMERICAN FINANCIAL CORPORATION (Exact Name of the Registrant as Specified in Charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

August 2, 2021 EX-1.1

Underwriting Agreement, dated July 27, 2021, among First American Financial Corporation and J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein.

Exhibit 1.1 $650,000,000 First American Financial Corporation 2.400% Senior Notes due 2031 Underwriting Agreement July 27, 2021 J.P. Morgan Securities LLC Goldman Sachs & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 La

July 28, 2021 424B2

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities To Be Registered Amount To Be Registered Proposed Maximum Offering Price Per Security Proposed Maximum Aggregate Offering Price Amount of Registration Fee (1) 2.400% Senior Notes due 2

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-238019 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities To Be Registered Amount To Be Registered Proposed Maximum Offering Price Per Security Proposed Maximum Aggregate Offering Price Amount of Registration Fee (1) 2.400% Senior Notes due 2031 $650,000,000 99.663% $647,809,500 $70,676.02 (1) Calculated in acco

July 28, 2021 FWP

First American Financial Corporation Pricing Term Sheet Issuer: First American Financial Corporation Security Description: 2.400% Senior Notes due 2031 Ratings (Moody’s / S&P / Fitch)*: Moody’s Baa2 (Stable) / S&P BBB- (Stable) / Fitch BBB (Stable) S

Filed Pursuant to Rule 433 Registration Statement No. 333-238019 Pricing Term Sheet Dated July 27, 2021 First American Financial Corporation Pricing Term Sheet Issuer: First American Financial Corporation Security Description: 2.400% Senior Notes due 2031 Ratings (Moody?s / S&P / Fitch)*: Moody?s Baa2 (Stable) / S&P BBB- (Stable) / Fitch BBB (Stable) Size: $650,000,000 Trade Date: July 27, 2021 Se

July 27, 2021 424B2

Joint Book-Running Managers

424B2 1 d194324d424b2.htm 424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-238019 The information in this preliminary prospectus supplement is not complete and may be changed. Neither this preliminary prospectus supplement nor the accompanying prospectus is an offer to sell the securities and is not soliciting an offer to buy the securities in any jurisdiction where th

July 23, 2021 EX-32.A

Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(a) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-Q of First American Financial Corporation (the “Company”) for the period ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dennis J. Gilmore, chief executive officer of the C

July 23, 2021 EX-32.B

Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(b) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-Q of First American Financial Corporation (the ?Company?) for the period ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Mark E. Seaton, chief financial officer of the Comp

July 23, 2021 EX-31.A

Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(a) CERTIFICATIONS I, Dennis J. Gilmore, certify that: 1. I have reviewed this quarterly report on Form 10-Q of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not

July 23, 2021 EX-31.B

Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(b) CERTIFICATIONS I, Mark E. Seaton, certify that: 1. I have reviewed this quarterly report on Form 10-Q of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mis

July 23, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34580 FIRST AMERI

July 22, 2021 EX-99.1

FIRST AMERICAN FINANCIAL REPORTS Second QUARTER 2021 Results —Reports Second Quarter Earnings of $2.72 per Diluted Share—

Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE FIRST AMERICAN FINANCIAL REPORTS Second QUARTER 2021 Results ?Reports Second Quarter Earnings of $2.72 per Diluted Share? SANTA ANA, Calif., July 22, 2021 ? First American Financial Corporation (NYSE: FAF), a leading global provider of title insurance, settlement services and risk solutions for real estate transactions, today announced financial results for

July 22, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 22, 2021 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporation)

June 15, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 14, 2021 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporation)

May 19, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 11, 2021 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporation) (

May 19, 2021 EX-99.1

First American Financial Corporation NAMES kenneth d. degiorgio PRESIDENT

Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE First American Financial Corporation NAMES kenneth d. degiorgio PRESIDENT SANTA ANA, Calif., May 19, 2021 ? First American Financial Corporation (NYSE: FAF), a leading provider of title insurance, settlement services and risk solutions for real estate transactions, today announced that Kenneth D. DeGiorgio has been named president. In his new position, DeGio

May 14, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 11, 2021 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporation) (

May 14, 2021 EX-99.1

First American Financial Corporation Appoints Jean C. LaTorre to Board of Directors

Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE First American Financial Corporation Appoints Jean C. LaTorre to Board of Directors SANTA ANA, Calif., May 13, 2021 ? First American Financial Corporation (NYSE: FAF), a leading global provider of title insurance, settlement services and risk solutions for real estate transactions, announced today that Jean C. LaTorre has been appointed to the company?s boar

April 26, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 23, 2021 EX-32.A

Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(a) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-Q of First American Financial Corporation (the ?Company?) for the period ended March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Dennis J. Gilmore, chief executive officer of the

April 23, 2021 10-Q

Quarterly Report - Q1 2021 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34580 FIRST AMER

April 23, 2021 EX-31.B

Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(b) CERTIFICATIONS I, Mark E. Seaton, certify that: 1. I have reviewed this quarterly report on Form 10-Q of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mis

April 23, 2021 EX-3.2

Bylaws of First American Financial Corporation, effective as of April 20, 2021.

Exhibit 3.2 BYLAWS OF First American Financial Corporation (a Delaware corporation) ARTICLE I CORPORATE OFFICES Section 1.1Registered Office. The registered office of the Corporation shall be fixed in the Certificate of Incorporation of the Corporation. Section 1.2Other Offices. The Corporation may also have an office or offices, and keep the books and records of the Corporation, except as may oth

April 23, 2021 EX-31.A

Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(a) CERTIFICATIONS I, Dennis J. Gilmore, certify that: 1. I have reviewed this quarterly report on Form 10-Q of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not

April 23, 2021 EX-32.B

Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(b) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-Q of First American Financial Corporation (the “Company”) for the period ended March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark E. Seaton, chief financial officer of the Com

April 22, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 22, 2021 FIRST AMERICAN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34580 26-1911571 (State or Other Jurisdiction of Incorporation)

April 22, 2021 EX-99.1

FIRST AMERICAN FINANCIAL REPORTS first QUARTER 2021 Results —Reports First Quarter Earnings of $2.10 per Diluted Share—

Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE FIRST AMERICAN FINANCIAL REPORTS first QUARTER 2021 Results ?Reports First Quarter Earnings of $2.10 per Diluted Share? SANTA ANA, Calif., April 22, 2021 ? First American Financial Corporation (NYSE: FAF), a leading global provider of title insurance, settlement services and risk solutions for real estate transactions, today announced financial results for t

March 31, 2021 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 faf-def14a20210511.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

February 17, 2021 10-K

Annual Report - 2020 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34580 (Exact name of registrant

February 17, 2021 EX-10.6.1

Form of Notice of Restricted Stock Unit Grant (Non-Employee Director) and Restricted Stock Unit Award Agreement (Non-Employee Director) for Non-Employee Director Restricted Stock Unit Award approved January 19, 2021.

Exhibit 10.6.1 [Non-Employee Director] Notice of Restricted Stock Unit Grant Participant: [Participant Name] Company: First American Financial Corporation Notice: You have been granted the following Restricted Stock Units in accordance with the terms of the Plan and the Restricted Stock Unit Award Agreement attached hereto. Type of Award: Restricted Stock Units Plan: First American Financial Corpo

February 17, 2021 EX-32.B

Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

Exhibit 32(b) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Form 10-K of First American Financial Corporation (the ?Company?) for the period ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Mark E. Seaton, chief financial officer of the

February 17, 2021 EX-4.1

Description of the Registrant’s Securities.

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2020, First American Financial Corporation (?First American,? ?we,? ?us? or ?our?) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): our common stock, par value $0.00001 per

February 17, 2021 EX-21

Subsidiaries of the registrant.

Exhibit 21 Subsidiaries of the Registrant The following is a list of subsidiaries of the Company as of December 31, 2020, omitting certain subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.

February 17, 2021 EX-31.A

Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Exhibit 31(a) CERTIFICATIONS I, Dennis J. Gilmore, certify that: 1. I have reviewed this annual report on Form 10-K of First American Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mis

February 17, 2021 EX-10.10

Employment Agreement, dated February 11, 2021, between First American Financial Corporation and Mark E. Seaton.

Exhibit 10.10 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) dated as of February 11, 2021 is made and entered into by and between Mark E. Seaton (?Executive?) and First American Financial Corporation (?Employer?). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: 1.Employment of Executive. Subject to the terms and conditions of t

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