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
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Date of Report (Date of earliest event reported): April 29, 2026 |
FIRST AMERICAN FINANCIAL CORPORATION
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-34580 |
26-1911571 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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1 First American Way |
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Santa Ana, California |
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92707-5913 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (714) 250-3000 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☒Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common stock, $0.00001 par value |
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FAF |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 29, 2026, the Board of Directors (the “Board”) of First American Financial Corporation (the “Company”) and Dennis J. Gilmore, the Executive Chairman of the Board, mutually agreed to the cancellation (the “RSU Cancellation”) of the outstanding and unvested restricted stock units and performance-based restricted stock units previously granted on June 20, 2025, to Mr. Gilmore. At the time of the RSU Cancellation, all of the awards remained unvested and thus the awards were cancelled in full. The RSU Cancellation was voluntary on the part of Mr. Gilmore and was not in exchange for any other equity or cash-based compensation awards or payments.
The foregoing description of the RSU Cancellation is qualified in its entirety by reference to the form of RSU and PRSU Cancellation Agreement, which is filed as Exhibit 10.1, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FIRST AMERICAN FINANCIAL CORPORATION |
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Date: |
April 29, 2026 |
By: |
/s/ Lisa W. Cornehl |
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Name: Lisa W. Cornehl
Title: Senior Vice President, Chief Legal Officer |