Item 2.02 Results of Operations and Financial Condition.

On February 10, 2022, First American Financial Corporation (the "Company") issued a press release announcing its financial results for the quarter and fiscal year ended December 31, 2021. The full text of the press release is attached hereto as Exhibit 99.1.

The information in this Item 2.02, including Exhibit 99.1 hereto, is being "furnished" in accordance with General Instruction B.2 of Form 8-K. As such, this information is not deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filings with the SEC unless it shall be explicitly so incorporated in such filings.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 4, 2022, the Company's Board of Directors promoted Kenneth D. DeGiorgio to chief executive officer and appointed him as a director of the Company. No other changes were made to his employment arrangement at this time. Since 2021, Mr. DeGiorgio, 50, served as the Company's president with oversight responsibility for the Company's operating groups, including its title insurance, specialty insurance and data and analytics businesses. He served as executive vice president from 2010 to 2021, overseeing the Company's international division, trust company and various corporate functions. He serves as a director of Offerpad Solutions Inc. (NYSE:OPAD), a leading tech-enabled real estate company. Mr. DeGiorgio does not serve on any committees of the Board of Directors.

Also on February 4, 2022, Dennis J. Gilmore resigned as the Company's chief executive officer and was appointed chairman of the Board of Directors. During a transition period ending September 9, 2022, Mr. Gilmore will continue to be an employee of the Company and he will continue to receive his same base salary, but he is not expected to receive a bonus or equity compensation for his 2022 service as an employee. After September 9, he will receive director compensation and equity awards for his service as chairman (prorated for 2022).

A copy of the press release announcing these changes is attached hereto as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.



Exhibit
Number                                    Description
99.1        Press Release, dated February 10, 2022  *
99.2        Press Release, dated February 9, 2022  *
104       Cover Page Interactive Data File (embedded within the Inline XBRL document)




* Furnished herewith.


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