Seaton Mark Edward 4

What Happened

• Mark E. Seaton, Chief Executive Officer of First American Financial Corp (FAF), had 13,658 shares disposed on 2026-02-17 as payment of tax liability (transaction code F). The shares were valued at $67.22 each, for a total of $918,091. This was a tax-withholding disposition tied to the vesting of restricted stock units (not an open-market sale for cash proceeds).

Key Details

• Transaction date: 2026-02-17; filing date: 2026-02-19 (appears timely, filed two days after the transaction).
• Price: $67.22 per share; Total value: $918,091.
• Transaction code: F — payment of tax liability by withholding shares incident to RSU vesting.
• Shares owned after transaction: not specified in the supplied summary of the filing.
• Relevant footnotes:
  • F1: Withholding of securities to pay tax on RSU vesting.
  • F2–F5: Detail various unvested RSU balances and vesting schedules included in the filing (examples: 5,380 unvested RSUs from a 18,633 grant vesting in four annual increments starting 2/22/2023; other RSU grants and schedules are described).
• No 10b5-1 plan, option exercise for cash, or gift was reported — this is routine withholding.

Context

• Tax-withholding dispositions are common when restricted stock units vest: the company withholds or transfers a portion of shares to cover the tax bill. These are routine administrative actions and generally do not signal the insider’s view of the company’s prospects in the same way that open-market purchases or large voluntary sales might.