Основная статистика
LEI | 549300B6VEZK3N0A1P55 |
CIK | 1472787 |
SEC Filings
SEC Filings (Chronological Order)
July 25, 2025 |
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 |
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July 25, 2025 |
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. |
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July 25, 2025 |
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 |
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July 25, 2025 |
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 |
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July 25, 2025 |
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 |
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July 25, 2025 |
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. |
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July 25, 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: |
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July 25, 2025 |
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 |
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July 25, 2025 |
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 |
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July 23, 2025 |
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 |
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July 23, 2025 |
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) |
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May 23, 2025 |
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 |
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May 16, 2025 |
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 |
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May 16, 2025 |
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) ( |
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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 |
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April 25, 2025 |
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 |
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April 25, 2025 |
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 |
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April 25, 2025 |
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 |
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April 25, 2025 |
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 |
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April 25, 2025 |
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 |
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April 23, 2025 |
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 |
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April 23, 2025 |
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) |
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April 16, 2025 |
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. |
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April 15, 2025 |
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 |
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April 15, 2025 |
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) |
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March 31, 2025 |
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. |
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March 19, 2025 |
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. |
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February 21, 2025 |
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 |
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February 21, 2025 |
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 |
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February 21, 2025 |
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. |
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February 21, 2025 |
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 |
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February 21, 2025 |
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 |
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February 21, 2025 |
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. |
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February 21, 2025 |
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 |
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February 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 |
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February 21, 2025 |
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 |
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February 21, 2025 |
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 |
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February 21, 2025 |
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 |
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February 21, 2025 |
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. |
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February 21, 2025 |
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 |
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February 21, 2025 |
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. |
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February 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 |
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February 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 |
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February 12, 2025 |
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 |
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February 12, 2025 |
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 |
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December 9, 2024 |
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 |
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November 14, 2024 |
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 |
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October 25, 2024 |
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 |
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October 25, 2024 |
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 |
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October 25, 2024 |
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 |
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October 25, 2024 |
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 |
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October 25, 2024 |
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 |
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October 23, 2024 |
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 |
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October 23, 2024 |
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 |
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September 30, 2024 |
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 |
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September 30, 2024 |
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. |
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September 25, 2024 |
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 |
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September 25, 2024 |
$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 |
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September 24, 2024 |
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. |
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September 24, 2024 |
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 |
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September 23, 2024 |
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 |
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September 23, 2024 |
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 |
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September 20, 2024 |
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. |
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September 19, 2024 |
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 |
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September 19, 2024 |
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. |
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September 19, 2024 |
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 |
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September 10, 2024 |
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 |
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September 10, 2024 |
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 |
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September 9, 2024 |
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 |
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July 26, 2024 |
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 |
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July 26, 2024 |
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 |
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July 26, 2024 |
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 |
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July 26, 2024 |
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 |
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July 26, 2024 |
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 |
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July 24, 2024 |
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 |
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July 24, 2024 |
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) |
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May 28, 2024 |
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) ( |
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April 26, 2024 |
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 |
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April 26, 2024 |
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 |
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April 26, 2024 |
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 |
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April 26, 2024 |
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 |
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April 26, 2024 |
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 |
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April 24, 2024 |
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 |
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April 24, 2024 |
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) |
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April 10, 2024 |
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 |
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April 1, 2024 |
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. |
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February 21, 2024 |
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. |
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February 21, 2024 |
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 |
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February 21, 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 |
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February 21, 2024 |
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 |
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February 21, 2024 |
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). |
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February 21, 2024 |
, 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 |
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February 21, 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 |
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February 21, 2024 |
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 |
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February 21, 2024 |
, 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 |
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February 21, 2024 |
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 |
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February 21, 2024 |
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 |
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February 21, 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 |
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February 21, 2024 |
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 |
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February 14, 2024 |
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 |
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February 14, 2024 |
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 |
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February 13, 2024 |
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 |
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February 7, 2024 |
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 |
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February 7, 2024 |
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 |
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January 25, 2024 |
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. |
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January 12, 2024 |
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 |
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December 29, 2023 |
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 |
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December 22, 2023 |
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 |
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November 9, 2023 |
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 |
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November 9, 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 |
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October 27, 2023 |
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 |
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October 27, 2023 |
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 |
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October 27, 2023 |
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 |
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October 27, 2023 |
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 |
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October 27, 2023 |
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 |
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October 27, 2023 |
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 |
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October 27, 2023 |
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. |
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October 26, 2023 |
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 |
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October 26, 2023 |
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 |
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July 28, 2023 |
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, |
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July 28, 2023 |
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 |
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July 28, 2023 |
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 |
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July 28, 2023 |
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 |
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July 28, 2023 |
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 |
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July 28, 2023 |
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 |
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July 27, 2023 |
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 |
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July 27, 2023 |
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) |
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May 17, 2023 |
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) ( |
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May 12, 2023 |
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) ( |
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April 28, 2023 |
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 |
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April 27, 2023 |
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 |
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April 27, 2023 |
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) |
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April 6, 2023 |
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. |
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March 31, 2023 |
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. |
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March 30, 2023 |
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 |
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February 15, 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 |
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February 15, 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 |
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February 15, 2023 |
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 |
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February 15, 2023 |
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 |
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February 15, 2023 |
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. |
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February 15, 2023 |
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 |
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February 15, 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 |
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February 15, 2023 |
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 |
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February 15, 2023 |
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 |
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February 15, 2023 |
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 |
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February 14, 2023 |
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 |
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February 9, 2023 |
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 |
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February 9, 2023 |
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 |
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February 9, 2023 |
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 |
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February 2, 2023 |
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 |
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October 28, 2022 |
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 |
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October 28, 2022 |
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 |
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October 28, 2022 |
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 |
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October 28, 2022 |
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 |
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October 28, 2022 |
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 |
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October 27, 2022 |
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 |
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October 27, 2022 |
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 |
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July 28, 2022 |
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 |
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July 28, 2022 |
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 |
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July 28, 2022 |
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 |
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July 28, 2022 |
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 |
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July 28, 2022 |
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) |
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July 28, 2022 |
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 |
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July 28, 2022 |
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 |
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July 28, 2022 |
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 |
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July 28, 2022 |
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 |
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July 8, 2022 |
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) ( |
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June 10, 2022 |
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. |
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June 10, 2022 |
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 |
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May 13, 2022 |
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 |
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May 13, 2022 |
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) ( |
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April 29, 2022 |
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 |
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April 29, 2022 |
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 |
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April 29, 2022 |
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 |
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April 29, 2022 |
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 |
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April 29, 2022 |
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 |
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April 28, 2022 |
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 |
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April 28, 2022 |
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) |
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April 1, 2022 | ||
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 |
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March 14, 2022 |
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 |
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March 1, 2022 |
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. |
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March 1, 2022 |
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 |
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March 1, 2022 |
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 |
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February 17, 2022 |
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 |
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February 17, 2022 |
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 |
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February 17, 2022 |
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 |
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February 17, 2022 |
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. |
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February 17, 2022 |
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 |
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February 17, 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 |
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February 17, 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 |
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February 17, 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 |
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February 17, 2022 |
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 |
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February 17, 2022 |
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 |
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February 17, 2022 |
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 |
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February 17, 2022 |
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 |
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February 17, 2022 |
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 |
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February 14, 2022 |
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 |
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February 10, 2022 |
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 |
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February 10, 2022 |
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 |
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February 10, 2022 |
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 |
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February 10, 2022 |
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 |
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January 21, 2022 |
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 |
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January 21, 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 |
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November 5, 2021 |
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 |
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November 5, 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 |
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October 22, 2021 |
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 |
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October 22, 2021 |
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 |
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October 22, 2021 |
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 |
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October 22, 2021 |
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 |
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October 22, 2021 |
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 |
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October 21, 2021 |
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 |
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October 21, 2021 |
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 |
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September 10, 2021 |
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 |
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August 3, 2021 |
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. |
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August 3, 2021 |
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. |
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August 2, 2021 |
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. |
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August 2, 2021 |
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 |
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July 28, 2021 |
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 |
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July 28, 2021 |
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 |
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July 27, 2021 |
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 |
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July 23, 2021 |
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 |
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July 23, 2021 |
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 |
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July 23, 2021 |
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 |
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July 23, 2021 |
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 |
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July 23, 2021 |
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 |
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July 22, 2021 |
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 |
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July 22, 2021 |
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) |
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June 15, 2021 |
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) |
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May 19, 2021 |
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) ( |
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May 19, 2021 |
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 |
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May 14, 2021 |
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) ( |
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May 14, 2021 |
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 |
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April 26, 2021 |
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. |
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April 23, 2021 |
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 |
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April 23, 2021 |
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 |
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April 23, 2021 |
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 |
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April 23, 2021 |
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 |
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April 23, 2021 |
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 |
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April 23, 2021 |
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 |
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April 22, 2021 |
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) |
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April 22, 2021 |
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 |
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March 31, 2021 |
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 |
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February 17, 2021 |
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 |
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February 17, 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 |
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February 17, 2021 |
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 |
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February 17, 2021 |
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 |
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February 17, 2021 |
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. |
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February 17, 2021 |
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 |
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February 17, 2021 |
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 |