First American Financial Corp
For the period ended Jun 30, 2026. Filed Jul 23, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Jul 23, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-04-24.
0001193125-26-174195
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-07-23.
0001193125-26-314255
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 12 previous paragraphs and 21 current paragraphs.
10 unchanged; 2 reworded; 9 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
Certain provisions of the Company’s bylaws and certificate of incorporation, as well as regulatory requirements, could discourage, delay, or prevent an unsolicited acquisition proposal or change of control that stockholders may consider favorable
Current report
The Company’s bylaws and certificate of incorporation contain provisions that could make it more difficult for a third party to acquire the Company without the approval of the Company’s incumbent board of directors. These provisions include:
Current report
a classified board structure, with directors elected in staggered classes, which will be phased out over time and will not be fully declassified until the 2029 annual meeting of stockholders;
Current report
until the board is fully declassified, stockholders may remove directors only for cause;
Current report
stockholders may not change the size of the board or fill vacancies on the board, except as may be provided in the terms of any preferred stock the Company may issue in the future;
Current report
stockholders may act only at a duly called meeting of stockholders and may not act by written consent;
Current report
stockholders must comply with advance notice requirements to nominate directors or present other business at stockholder meetings; and
Current report
the board may, without stockholder approval, issue preferred stock and determine the rights and terms of that preferred stock, including voting rights, or adopt a stockholder rights plan.
Current report
In addition, federal banking laws and regulations and state insurance laws and regulations require third parties to obtain prior approval to acquire control of the Company due to its status as a savings and loan holding company and an insurance holding company. These provisions and regulatory requirements could have the effect of discouraging an unsolicited acquisition proposal or delaying, deferring or preventing a change of control transaction that might involve a premium price or otherwise be considered favorably by the Company’s stockholders.
Reworded paragraphs (2)
Previous wording
There have been no material changes as of the date of this report to the risk factors disclosed in “Item 1A. Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Current wording
With the exception of the revised Risk Factor 28 below, there have been no material changes as of the date of this report to the risk factors disclosed in “Item 1A. Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Previous wording
In July 2025, the Company’s board of directors authorized the repurchase of up to $300.0 million of the Company’s issued and outstanding common stock. The authorization does not have an expiration date. The following table describes purchases by the Company under the share repurchase program that settled during each period set forth in the table. Prices in column (b) include commissions. Cumulatively, as of March 31, 2026, the Company had repurchased $33.5 million (including commissions) of its shares authorized under the share repurchase program and had the authority to repurchase an additional $266.5 million (including commissions) under that program.
Current wording
In July 2025, the Company’s board of directors authorized the repurchase of up to $300.0 million of the Company’s issued and outstanding common stock. The authorization does not have an expiration date. The following table describes purchases by the Company under the share repurchase program that settled during each period set forth in the table. Prices in column (b) include commissions. Cumulatively, as of June 30, 2026, the Company had repurchased $54.0 million (including commissions) of its shares authorized under the share repurchase program and had the authority to repurchase an additional $246.0 million (including commissions) under that program.