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What changed in First American Financial Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of First American Financial Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+176 added−184 removedSource: 10-K (2026-02-18) vs 10-K (2025-02-21)

Top changes in First American Financial Corp's 2025 10-K

176 paragraphs added · 184 removed · 158 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

18 edited+4 added−2 removed110 unchanged
Biggest changeIn addition, under the contract, the holder is responsible for a service fee for each trade call. First year warranties are marketed through real estate brokers and agents and directly to consumers. We generally sell contract renewals directly to consumers.
Biggest changeFirst year warranties are marketed through real estate brokers and agents and directly to consumers. We generally sell contract renewals directly to consumers. Revenues associated with home warranties sold at the time of a home purchase are dependent upon activity in the residential purchase market, which is cyclical and seasonal.
They also may require approval of the insurance commissioner prior to a third party directly or indirectly acquiring control of the insurer, which may make it difficult or prohibitive for a third party to acquire our Company. 11 In addition, our insurers are subject to the laws of other jurisdictions in which they transact business, which laws typically establish supervisory agencies with broad administrative powers relating to issuing and revoking licenses to transact business; regulating trade practices; licensing agents; approving policy forms, accounting practices and financial practices; establishing requirements pertaining to reserves and capital and surplus as regards policyholders; requiring the deferral of a portion of all premiums in a reserve for the protection of policyholders and the segregation of investments in a corresponding amount; establishing parameters regarding suitable investments for reserves, capital and surplus; and approving rate schedules.
They also may require approval of the insurance commissioner prior to a third party directly or indirectly acquiring control of the insurer, which may make it difficult or prohibitive for a third party to acquire our Company. 11 In addition, our insurers are subject to the laws of other jurisdictions in which they transact business, which laws typically establish supervisory agencies with broad administrative powers relating to issuing and revoking licenses to transact business; regulating trade practices; licensing agents; approving policy forms, accounting practices and financial practices; establishing requirements pertaining to reserves and capital and surplus as regards to policyholders; requiring the deferral of a portion of all premiums in a reserve for the protection of policyholders and the segregation of investments in a corresponding amount; establishing parameters regarding suitable investments for reserves, capital and surplus; and approving rate schedules.
As part of this effort, we participate in competitions that recognize the quality of our workplace, which competitions we believe provide a framework for improving, and insights for evaluating, our employee engagement efforts. Moreover, receipt of awards in connection with those competitions facilitates our efforts to attract and retain desired talent.
As part of this effort, we participate in competitions that recognize the quality of our workplace, and believe these competitions provide a framework for improving and insights for evaluating, our employee engagement efforts. Moreover, receipt of awards in connection with those competitions facilitates our efforts to attract and retain desired talent.
We have implemented many professional development programs to build and strengthen the skill sets of our employees. We also believe that an inclusive workforce benefits our Company and, as a result we employ a number of programs focused on the development of employee-centered actions to enhance the recruitment, engagement, development, and retention of employees.
We have implemented many professional development programs to build and strengthen the skill sets of our employees. We also believe that an inclusive workforce benefits our Company and, as a result we maintain a number of programs focused on the development of employee-centered actions to enhance the recruitment, engagement, development, and retention of employees.
The success of our efforts is demonstrated through our inclusion on the Fortune 100 Best Companies to Work For® list in the United States for the last nine years, the Best Workplaces™ in Canada list for the last ten years, as well as a number of similar lists in local or specialized areas.
The success of our efforts is demonstrated through our inclusion on the Fortune 100 Best Companies to Work For® list in the United States for the last ten years, the Best Workplaces™ in Canada list for the last eleven years, as well as a number of similar lists in local or specialized areas.
We provide products and services in a number of countries outside of the United States, and our international operations accounted for approximately 7.3% of our title insurance and services segment revenues in 2024. Today we have direct operations and a physical presence in several countries, including Canada, the United Kingdom, South Korea, Australia and New Zealand.
We provide products and services in a number of countries outside of the United States, and our international operations accounted for approximately 7.6% of our title insurance and services segment revenues in 2025. Today we have direct operations and a physical presence in several countries, including Canada, the United Kingdom, South Korea, Australia and New Zealand.
We also offer title insurance, closing services and similar or related products and services, either directly or through third parties in other countries, including Canada, the United Kingdom, Australia, New Zealand, South Korea and various other established and emerging markets as described in the “International Operations” section below.
We also offer title insurance, closing services and similar or related products and services, either directly or through third parties in other countries, including Canada, the United Kingdom, various countries in Europe, South Korea, Australia and New Zealand as described in the “International Operations” section below.
Subject to the treaty limits and certain other limitations, the program generally covers claims that arose while the program is in effect. We also serve as a coinsurer in connection with certain commercial transactions.
Subject to the treaty limits and certain other limitations, the program generally covers claims made while the program is in effect. We also serve as a coinsurer in connection with certain commercial transactions.
As of December 31, 2024, our debt and marketable equity securities portfolio consisted of approximately 95% of debt securities. As of that date, over 71% of our debt securities were held in securities that are United States government-backed or rated AAA/Aaa and approximately 97% of the debt securities portfolio was rated or classified as investment grade or better.
As of December 31, 2025, our debt and marketable equity securities portfolio consisted of approximately 95% of debt securities. As of that date, over 72% of our debt securities were held in securities that are United States government-backed or rated AAA/Aaa and approximately 99% of the debt securities portfolio was rated or classified as investment grade or better.
The bank does not originate loans. As of December 31, 2024, the bank administered fiduciary and custody assets having a market value of $4.8 billion, which includes managed assets of $2.4 billion. The bank’s balance sheet had assets of $6.1 billion, with deposits of $5.9 billion and stockholder’s equity of $253 million.
The bank does not originate loans. As of December 31, 2025, the bank administered fiduciary and custody assets having a market value of $5.6 billion, which includes managed assets of $2.8 billion. The bank’s balance sheet had assets of $6.8 billion, with deposits of $6.2 billion and stockholder’s equity of $510 million.
In addition, we have developed a number of proprietary trade secrets that we believe provide us with a competitive advantage. Human Capital Resources As of December 31, 2024, the Company employed 19,038 employees, with 12,135 of them located in the United States and 6,903 outside of the U.S.
In addition, we have developed a number of proprietary trade secrets that we believe provide us with a competitive advantage. Human Capital Resources As of December 31, 2025, the Company employed 19,102 employees, with 12,143 of them located in the United States and 6,959 outside of the U.S.
In 2024, 2023 and 2022, the Company derived 93.6%, 95.4% and 99.2%, of its consolidated revenues, respectively, from this segment.
In 2025, 2024 and 2023, the Company derived 93.6%, 93.6% and 95.4% of its consolidated revenues, respectively, from this segment.
The majority of such deposits are from third parties to be held in trust pending the closing of real estate transactions, but there is also a portion of which are custodial funds held on behalf of clients of our residential mortgage subservicer subsidiary. The bank also maintains other deposits, including operating funds deposited by its affiliates.
The majority of such deposits are from third parties to be held in trust pending the closing of real estate transactions, but there is also a portion of which are custodial funds held on behalf of clients of our residential mortgage subservicer subsidiary.
Coverage and pricing typically vary by geographic region. Fees for the contracts generally are paid at the closing of the home purchase or, for contracts sold directly to consumers, are generally paid in full up front or on a monthly basis by the consumer.
Fees for the contracts generally are paid at the closing of the home purchase or, for contracts sold directly to consumers, are generally paid in full up front or on a monthly basis by the consumer. In addition, under the contract, the holder is responsible for a service fee for each trade call.
We strive to have a positive, collaborative culture that engages employees, as we believe engaged employees serve our customers well. We believe this combination, along with the efficient operation of our business, ultimately benefits our stockholders.
We strive to have a positive, collaborative culture that engages employees, as we believe engaged employees serve our customers well. Management believes that employee engagement, together with the efficient operation of our business, supports the long-term interest of shareholders.
In addition, we have been recognized on the Fortune® Best Workplaces for Women™ (United States) and Great Place to Work® list for Best Workplaces for Women (Canada) for the ninth year in a row and we earned a top score of 100 on the Human Rights Campaign Foundation’s 2023-2024 Corporate Equality Index for the sixth consecutive year.
In addition, we have been recognized on the Fortune® Best Workplaces for Women™ (United States) and Great Place to Work® list for Best Workplaces for Women (Canada) for the tenth year in a row.
Revenues associated with home warranties sold at the time of a home purchase are dependent upon activity in the residential purchase market, which is cyclical and seasonal. Residential purchase activity is typically slower in the winter months with increased volumes in the spring and summer months and is sensitive to interest rate fluctuations.
Residential purchase activity is typically slower in the winter months with increased volumes in the spring and summer months and is sensitive to interest rate fluctuations.
Home Warranty Segment Our home warranty segment provides residential service contracts that cover residential systems, such as heating and air conditioning systems, and certain appliances against failures that occur as the result of normal usage during the coverage period. Coverage is typically for one year and is renewable annually at the option of the contract holder, subject to our approval.
The bank also maintains other deposits, including like-kind exchange funds administered by the Company and operating funds deposited by its affiliates. Home Warranty Segment Our home warranty segment provides residential service contracts that cover residential systems, such as heating and air conditioning systems, and certain appliances against failures that occur as the result of normal usage during the coverage period.
Removed
The CFPB has broad authority to regulate, among other areas, the mortgage and real estate markets, including our domestic subsidiaries, in matters which impact consumers. This authority includes the enforcement of federal consumer financial laws, including the Real Estate Settlement Procedures Act and the Truth in Lending Act.
Added
Coverage is typically for one year and is renewable annually at the option of the contract holder, subject to our approval. Coverage and pricing typically vary by geographic region.
Removed
Regulations issued by the CFPB, or the manner in which it interprets and enforces existing consumer protection laws, have impacted and could continue to impact the way in which we conduct our businesses and the profitability of those businesses.
Added
We have also received additional external workplace recognitions, including being named to the Fortune Best Workplaces for Parents™ list in 2025, recognition as a People Companies That Care® honoree for the fourth time, and designation as a Military Friendly ® Employer for the first time.
Added
Many of our subsidiaries are subject to regulation by state attorneys general who have broad authority to investigate and enforce a wide range of state laws and regulations, including consumer protection, unfair or deceptive acts or practices, data privacy and security, financial services, real estate, and other industry-specific statutes.
Added
State attorneys general may initiate investigations or enforcement actions and may apply differing or evolving interpretations of applicable laws across jurisdictions.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeCybersecurity), and other negative events or could otherwise disrupt the Company’s business and could also result in the loss or unauthorized release, gathering, monitoring or destruction of confidential, proprietary and other information pertaining to the Company, its customers, employees, agents or suppliers. In conducting its business and delivering its products and services, the Company also utilizes service providers.
Biggest changeThese circumstances could expose the Company to system-related damages, failures, interruptions, cyberattacks, as the Company experienced in December 2023, and other negative events or could otherwise disrupt the Company’s business and could also result in the loss or unauthorized release, gathering, monitoring or destruction of confidential, proprietary and other information pertaining to the Company, its customers, employees, agents or suppliers.
The number of real estate transactions in which the Company’s products and services are purchased typically decreases in the following situations, among others: • when mortgage interest rates are high or rising; • when the availability of credit, including commercial and residential mortgage funding, is limited; • when real estate affordability is declining; • when real estate inventory levels are insufficient or declining; and • when economic conditions are unfavorable, including during periods of high unemployment.
The number of real estate transactions in which the Company’s products and services are purchased typically decreases in the following situations, among others: • when mortgage interest rates are high or rising; • when the availability of credit, including commercial and residential mortgage funding, is limited; • when real estate affordability is declining or low; • when real estate inventory levels are insufficient or declining; and • when economic conditions are unfavorable, including during periods of high unemployment.
The Company has incurred costs to comply with these laws and to respond to inquiries about its compliance with them. 19 In addition, changes in the applicable regulatory environment, statutory guidelines or interpretations of existing regulations or statutes; reform of government-sponsored enterprises such as the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”); enhanced governmental oversight or efforts by governmental agencies to cause customers to refrain from using the Company’s products or services could prohibit or limit its future operations or make it more costly or burdensome to conduct such operations or result in decreased demand for the Company’s products and services or a change in its competitive position.
The Company has incurred costs to comply with these laws and to respond to inquiries about its compliance with them. 19 In addition, changes in the applicable regulatory environment, statutory guidelines or interpretations of existing regulations or statutes; restructuring of government-sponsored enterprises such as the Federal National Mortgage Association “Fannie Mae” and the Federal Home Loan Mortgage Corporation “Freddie Mac”; changes in governmental oversight or efforts by governmental agencies to cause customers to refrain from using the Company’s products or services could prohibit or limit its future operations or make it more costly or burdensome to conduct such operations or result in decreased demand for the Company’s products and services or a change in its competitive position.
Nonetheless, federal, state and local laws and regulations in the United States designed to protect the public from the misuse of personal information in the marketplace and adverse publicity or potential litigation concerning the commercial use of such information may affect the Company’s operations and could result in substantial regulatory compliance expense, litigation expense and a loss of revenue.
Nonetheless, federal, state and local laws and regulations in the United States designed to prohibit disclosure of personal information or to protect the public from the misuse of personal information in the marketplace and adverse publicity or potential litigation concerning the commercial use of such information may affect the Company’s operations and could result in substantial regulatory compliance expense, litigation expense and a loss of revenue.
The extent to which these catastrophe events and responses to them impact the Company’s business, operations and financial results will depend on numerous factors that the Company may not be able to accurately predict, including: the duration and scope of the catastrophe event and restrictions and responses to it; the impact of the catastrophe event on economic activity and actions taken in response, including the efficacy of governmental and other relief efforts or countermeasures; the effect on participants in real estate transactions and the demand for the Company’s products and services.
The extent to which these catastrophes and responses to them impact the Company’s business, operations and financial results will depend on numerous factors that the Company may not be able to accurately predict, including: the duration and scope of the catastrophe and restrictions and responses to it; the impact of the catastrophe on economic activity and actions taken in response, including the efficacy of governmental and other relief efforts or countermeasures; the effect on participants in real estate transactions and the demand for the Company’s products and services.
The impacts of catastrophe events and responses to them may also exacerbate the risks discussed elsewhere in Part I, Item 1A of this Annual Report. 8. The Company may find it difficult to acquire necessary data Certain data used and supplied by the Company are subject to regulation by various federal, state and local regulatory authorities.
The impacts of catastrophes and responses to them may also exacerbate the risks discussed elsewhere in Part I, Item 1A of this Annual Report. 8. The Company may find it difficult to acquire necessary data Certain data used and supplied by the Company are subject to regulation by various federal, state and local regulatory authorities.
Moreover, to the extent severe weather conditions, health crises, terrorist attacks and other catastrophe events impact companies or municipalities whose securities the Company invests in, the value of its investments may also decrease due to these factors.
Moreover, to the extent severe weather conditions, health crises, terrorist attacks and other catastrophes impact companies or municipalities whose securities the Company invests in, the value of its investments may also decrease due to these factors.
Severe weather conditions, health crises, terrorist attacks and other catastrophe events could adversely affect the Company Severe weather conditions, global or extensive health crises, terrorist attacks and other catastrophe events and responses to these events could adversely affect the Company.
Severe weather conditions, health crises, terrorist attacks and other catastrophes could adversely affect the Company Severe weather conditions, global or extensive health crises, terrorist attacks and other catastrophes and responses to these events could adversely affect the Company.
These countries are subject to relatively high degrees of political and social instability and may lack the infrastructure to withstand natural disasters, health crises and other catastrophe events. Such disruptions could decrease efficiency and increase the Company’s costs.
These countries are subject to relatively high degrees of political and social instability and may lack the infrastructure to withstand natural disasters, health crises and other catastrophes. Such disruptions could decrease efficiency and increase the Company’s costs.
The Company believes these innovations will improve the customer experience by simplifying and reducing the time it takes to close a transaction, reduce risk and improve communication, and expects to continue expanding its use of these technologies.
The Company believes these innovations will improve the customer experience by simplifying and reducing the time it takes to close a transaction, improve accuracy of our services, reduce risk and improve communication, and expects to continue expanding its use of these technologies.
In addition, the Company manages its financial exposure for losses in its title insurance business with third-party reinsurance. Catastrophe events could adversely affect the cost and availability of that reinsurance.
In addition, the Company manages its financial exposure for losses in its title insurance business with third-party reinsurance. Catastrophes could adversely affect the cost and availability of that reinsurance.
Regulation of title insurance rates could adversely affect the Company Title insurance rates are subject to extensive regulation, which varies from state to state. In many states the approval of the applicable state insurance regulator is required prior to implementing a rate change.
Regulation of title insurance rates could adversely affect the Company Title insurance rates are subject to extensive regulation, which varies from state to state. In many states the approval of the applicable state insurance regulator is required prior to implementing a rate change. In addition, in certain states, insurance rates are promulgated by the applicable state insurance regulator.
Further, from time to time, plaintiffs’ lawyers have targeted, and are expected to continue to target, the Company and other members of the Company’s industry with lawsuits claiming legal violations or other wrongful conduct. These lawsuits often involve large groups of plaintiffs and claims for substantial damages.
Currently, the Company is the subject of regulatory inquiries. Further, from time to time, plaintiffs’ lawyers have targeted, and are expected to continue to target, the Company and other members of the Company’s industry with lawsuits claiming legal violations or other wrongful conduct. These lawsuits often involve large groups of plaintiffs and claims for substantial damages.
These regulations could hinder the Company’s ability to promptly adapt to changing market dynamics through price adjustments, which could adversely affect its results of operations, particularly in a rapidly declining market. 20 FINANCIAL RISK FACTORS 20. Failures at financial institutions at which the Company deposits funds could adversely affect the Company The Company deposits substantial funds in financial institutions.
These regulations could hinder or prevent the Company from promptly adapting to changing market dynamics through price adjustments, which could adversely affect its results of operations, particularly in a rapidly declining market. 20 FINANCIAL RISK FACTORS 20. Failures at financial institutions at which the Company deposits funds could adversely affect the Company The Company deposits substantial funds in financial institutions.
In addition, third parties may allege that the Company’s operations or activities infringe on their intellectual property rights, including through the Company’s use of software containing open source code, which may expose the Company to third-party claims of ownership of, or demands for the release of, the source code, the open source software and/or derivative works that were developed using such software, or otherwise seeking to enforce the terms of the applicable open source license.
In addition, third parties may allege that the Company’s operations or activities infringe on their intellectual property rights, including through the Company’s use of software containing open source code, which may expose the Company to third-party claims of non-compliance or requests to enforce license terms or requirements to make available certain source code under applicable licenses of open source software and/or derivative works that were developed using such software, or otherwise seeking to enforce the terms of the applicable open source license.
These service providers and the systems they utilize are typically subject to similar types of system- and information security-related risks that the Company faces. The Company provides certain of these service providers with data, including nonpublic personal information.
In conducting its business and delivering its products and services, the Company also utilizes service providers. These service providers and the systems they utilize are typically subject to similar types of system- and information security-related risks that the Company faces. The Company provides certain of these service providers with data, including nonpublic personal information.
Departments of insurance in the various states, the CFPB and other federal regulators and applicable regulators in international jurisdictions, either separately or together, also periodically conduct targeted inquiries into the practices of title insurance companies, other settlement services providers and mortgage servicers in their respective jurisdictions. Currently, the Company is the subject of regulatory inquiries.
Departments of insurance in the various states, attorneys general in the various states, the Consumer Financial Protection Bureau (“CFPB”) and other federal regulators and applicable regulators in international jurisdictions, either separately or together, also periodically conduct targeted inquiries into the practices of title insurance companies, other settlement services providers and mortgage servicers in their respective jurisdictions.
The impact of these changes would be more significant if they involve jurisdictions in which the Company generates a greater portion of its title premiums, such as the states of Arizona, California, Florida, New York, and Texas.
The impact of these changes would be more significant if they involve jurisdictions in which the Company generates a greater portion of its title premiums.
Removed
Certain of these circumstances, particularly when combined with declining real estate values and the increase in foreclosures that often results therefrom, also tend to adversely impact the Company’s title claims experience.
Added
Certain of these circumstances are likely to adversely affect our title insurance revenues and earnings, and potentially increase claims. 5.
Removed
National inventory levels for residential homes for sale remain below historical average levels, and, combined with sustained high mortgage interest rates and elevated home prices, which decreased demand, contributed to historically weak residential purchase activity.
Removed
Residential refinance activity is generally correlated with changes in mortgage interest rates and rising mortgage rates, beginning in 2022, expectedly had an adverse impact on the Company’s refinance business that is expected to continue for so long as mortgage rates remain high relative to the interest rates of outstanding mortgages.
Removed
Higher interest rates also negatively impacted commercial transactions beginning in the latter half of 2022 and will likely continue to impact our volumes, although activity levels have started to improve in recent quarters. 5.
Removed
These circumstances could expose the Company to system-related damages, failures, interruptions, cyberattacks, as the Company experienced in December 2023 (as described further in Item 1C.
Removed
The CFPB, for example, has actively utilized its regulatory authority over the mortgage and real estate markets by bringing enforcement actions against various participants in the mortgage and settlement industries.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn addition to our in-house cybersecurity capabilities, we engage assessors, consultants, auditors, and other third parties to assist with assessing, identifying, mitigating and managing cybersecurity risks, including the maintenance of a Security Operations Center that is co-managed between the Company and a managed security service provider (“MSSP”), which continuously reviews the Company’s network using threat intelligence from a variety of sources and reports potential incidents from users. 24 While the Company has experienced cybersecurity threats to its data and systems, such threats have not materially affected the Company, including our business strategy, results of operations or financial condition, with the exception of an incident in the fourth quarter of 2023, as disclosed in a Current Report filed by the Company on Form 8-K on December 22, 2023, as amended on December 29, 2023 and January 12, 2024 and followed by a Current Report on Form 8-K on May 28, 2024.
Biggest changeIn addition to our in-house cybersecurity capabilities, we engage assessors, consultants, auditors, and other third parties to assist with assessing, identifying, mitigating and managing cybersecurity risks, including the maintenance of a Security Operations Center that is co-managed between the Company and a managed security service provider (“MSSP”), which continuously reviews the Company’s network using threat intelligence from a variety of sources and reports potential incidents from users.
The Company’s CISO and Chief Technology Officer (“CTO”) are participants on the ISO Committee. The Company’s CISO is primarily responsible for assessing and managing cybersecurity risks and threats and is responsible for developing and implementing our information security program, working closely with the ISO Committee.
The Company’s CISO and Chief Technology Officer (“CTO”) are participants on the ITSO Committee. The Company’s CISO is primarily responsible for assessing and managing cybersecurity risks and threats and is responsible for developing and implementing our information security program, working closely with the ITSO Committee.
Our CISO has been with the Company for 14 years in various information security leadership roles and has over 20 years of experience in the cybersecurity field. The CISO provides regular reports to the ISO Committee that are shared with the Company’s Board of Directors.
Our CISO has been with the Company for 15 years in various information security leadership roles and has over 20 years of experience in the cybersecurity field. The CISO provides regular reports to the ITSO Committee that are shared with the Company’s Board of Directors.
The Audit Committee receives quarterly reports from our Chief Information Security Officer (“CISO”) regarding cybersecurity matters. The CISO also briefs the full Board of Directors on cybersecurity matters semi-annually.
The Audit Committee receives quarterly reports from our Chief Information Security Officer (“CISO”) regarding cybersecurity matters. The CISO also briefs the full Board of Directors on cybersecurity regularly .
The ISO Committee also includes the Co-Presidents of First American Title Insurance Company, the Vice-Chairman of our data and analytics business and the President of our international division, who bring deep operational experience specific to our businesses; the Chief Intellectual Property and Privacy Officer, who is responsible for protecting and advising on innovation, data privacy and intellectual property; and is chaired by the Company’s Chief Risk Officer, who has over 25 years of experience in risk management.
The ITSO Committee also includes the President of First American Title Insurance Company, the President of our data and analytics business and the President of our international division, who bring deep operational experience specific to our businesses; the Chief Intellectual Property and Privacy Officer, who is responsible for protecting and advising on innovation, data privacy and intellectual property; and is chaired by the Company’s Chief Risk Officer, who has over 25 years of experience in risk management.
As part of our ERM program, the Company maintains an Information Security Oversight Committee (“ISO Committee”) that oversees the Company’s cybersecurity program from a management perspective.
As part of our ERM program, the Company maintains an Information Technology and Security Oversight Committee (“ITSO Committee”) that oversees the Company’s cybersecurity program from a management perspective.
The ISO Committee meets quarterly and is comprised of the Company’s Chief Executive Officer, Chief Financial Officer and Chief Legal Officer, whose relevant expertise and experience can be found in the Company’s Proxy Statement on Schedule 14A filed on April 1, 2024.
The ITSO Committee meets quarterly and includes the Company’s Chief Executive Officer, Chief Financial Officer and Chief Legal Officer, whose relevant expertise and experience can be found in the Company’s Proxy Statement on Schedule 14A filed on April 16, 2025.
Added
While the Company has experienced cybersecurity threats to its data and systems, such threats have not materially affected the Company, including our business strategy, results of operations or financial condition, with the exception of an 24 incident in the fourth quarter of 2023, as disclosed in Current Reports on Form 8-K filed by the Company in late 2023 and early 2024.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+2 added−2 removed3 unchanged
Biggest changePeriod (a) Total Number of Shares Purchased (b) Average Price Paid per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1, 2024 to October 31, 2024 — $ — — $ 153,513,550 November 1, 2024 to November 30, 2024 50,230 66.16 50,230 150,190,463 December 1, 2024 to December 31, 2024 73,539 65.56 73,539 145,369,040 Total 123,769 $ 65.80 123,769 $ 145,369,040 Unregistered Sales of Equity Securities During the year ended December 31, 2024, the Company did not issue any unregistered common stock. 26 Stock Performance Graph The following performance graph and related information shall not be deemed “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent that it is specifically incorporated by reference into such filing.
Biggest changeUnregistered Sales of Equity Securities During the year ended December 31, 2025, the Company did not issue any unregistered common stock. 26 Stock Performance Graph The following performance graph and related information shall not be deemed “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent that it is specifically incorporated by reference into such filing.
The compensation committee of the Company utilizes the compensation practices of these companies as benchmarks in setting the compensation of its executive officers. 27 Item 6. [Reserved]
The compensation committee utilizes the compensation practices of these companies as benchmarks in setting the compensation of its executive officers. 27 Item 6. [Reserved]
The following graph compares the cumulative total stockholder return on the Company’s common stock with the corresponding cumulative total returns of the S&P 400 Mid Cap Index and an industry peer group for the period from December 31, 2019 through December 31, 2024. The comparison assumes an investment of $100 on December 31, 2019 and reinvestment of dividends.
The following graph compares the cumulative total stockholder return on the Company’s common stock with the corresponding cumulative total returns of the S&P 400 Mid Cap Index and an industry peer group for the period from December 31, 2020 through December 31, 2025. The comparison assumes an investment of $100 on December 31, 2020 and reinvestment of dividends.
In January 2025, the Company’s board of directors declared a cash dividend of $0.54 per share. We expect that the Company will continue to pay quarterly cash dividends at or above the current level.
In January 2026, the Company’s board of directors declared a cash dividend of $0.55 per share. We expect that the Company will continue to pay quarterly cash dividends at or above the current level.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock Market Prices and Dividends The Company’s common stock trades on the New York Stock Exchange (ticker symbol FAF). The approximate number of record holders of common stock on February 10, 2025, was 1,762.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock Market Prices and Dividends The Company’s common stock trades on the New York Stock Exchange (ticker symbol FAF). The approximate number of record holders of common stock on February 9, 2026, was 1,642.
(2) The custom peer group consists of the following companies: American Financial Group, Inc.; Assurant, Inc.; Axis Capital Holdings Limited; Cincinnati Financial Corporation; Everest Group, Ltd.; Fidelity National Financial, Inc.; Genworth Financial, Inc.; The Hanover Insurance Group, Inc.; Kemper Corporation; Mercury General Corporation; Old Republic International Corp.; and W.R. Berkley Corporation, each of which are in the insurance industry.
(2) The custom peer group consists of the following companies: American Financial Group, Inc.; Assurant, Inc.; Axis Capital Holdings Limited; Cincinnati Financial Corporation; CNA Financial Corporation; Everest Group, Ltd.; Fidelity National Financial, Inc.; Genworth Financial, Inc.; The Hanover Insurance Group, Inc.; Kemper Corporation; Mercury General Corporation; Old Republic International Corp.; Selective Insurance Group, Inc.; Stewart Information Services Corporation; and W.R.
Comparison of Cumulative Total Return First American Financial Corporation (FAF) (1) Custom Peer Group (1)(2) S&P 400 Mid Cap Index (1) December 31, 2019 $ 100 $ 100 $ 100 December 31, 2020 $ 91 $ 92 $ 114 December 31, 2021 $ 143 $ 119 $ 142 December 31, 2022 $ 99 $ 122 $ 123 December 31, 2023 $ 126 $ 133 $ 143 December 31, 2024 $ 127 $ 169 $ 163 (1) As calculated by Bloomberg Financial Services including reinvestment of dividends.
Comparison of Cumulative Total Return First American Financial Corporation (FAF) (1) Custom Peer Group (New) (1)(2) Custom Peer Group (Prior) (1)(2) S&P 400 Mid Cap Index (1) December 31, 2020 $ 100 $ 100 $ 100 $ 100 December 31, 2021 $ 156 $ 129 $ 130 $ 125 December 31, 2022 $ 108 $ 131 $ 133 $ 108 December 31, 2023 $ 138 $ 145 $ 146 $ 126 December 31, 2024 $ 139 $ 181 $ 185 $ 142 December 31, 2025 $ 142 $ 203 $ 211 $ 154 (1) As calculated by Bloomberg Financial Services including reinvestment of dividends.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers Pursuant to the share repurchase program approved by the Company’s board of directors in June 2022, which program has no expiration date, the Company may repurchase up to $400.0 million of the Company’s issued and outstanding common stock.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers 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. No shares were repurchased during the quarter ended December 31, 2025.
Removed
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.
Added
As of December 31, 2025, $300.0 million remained available for repurchase under the program.
Removed
Cumulatively, as of December 31, 2024, the Company had repurchased $254.6 million (including commissions) of its shares authorized under the share repurchase program and had the authority to repurchase an additional $145.4 million (including commissions) under that program.
Added
Berkley Corporation, each of which are in the insurance industry. In 2025, the compensation committee of the Company broadened the peer group by adding CNA Financial Corporation, Selective Insurance Group, Inc., and Stewart Information Services Corporation to provide a more comprehensive view of companies with similar financial profiles.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

98 edited+10 added−16 removed100 unchanged
Biggest changeIn connection with its rebalancing project, the Company sold certain debt securities in an unrealized loss position, which resulted in realized losses of $345.4 million and proceeds of $2.8 billion. 35 Title Insurance and Services 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (dollars in millions) $ Change % Change $ Change % Change Revenues Direct premiums and escrow fees $ 2,048.3 $ 1,856.4 $ 2,662.9 $ 191.9 10.3 $ (806.5 ) (30.3 ) Agent premiums 2,561.9 2,449.3 3,547.6 112.6 4.6 (1,098.3 ) (31.0 ) Information and other 938.2 917.1 1,127.1 21.1 2.3 (210.0 ) (18.6 ) Net investment income 534.3 540.2 359.1 (5.9 ) (1.1 ) 181.1 50.4 Net investment losses (345.4 ) (38.2 ) (149.8 ) (307.2 ) NM 1 111.6 74.5 5,737.3 5,724.8 7,546.9 12.5 0.2 (1,822.1 ) (24.1 ) Expenses Personnel costs 1,953.2 1,876.0 2,272.9 77.2 4.1 (396.9 ) (17.5 ) Premiums retained by agents 2,044.6 1,952.2 2,829.7 92.4 4.7 (877.5 ) (31.0 ) Other operating expenses 992.5 937.7 1,155.4 54.8 5.8 (217.7 ) (18.8 ) Provision for policy losses and other claims 138.3 139.9 248.4 (1.6 ) (1.1 ) (108.5 ) (43.7 ) Depreciation and amortization 202.2 183.6 162.3 18.6 10.1 21.3 13.1 Premium taxes 63.7 59.1 86.6 4.6 7.8 (27.5 ) (31.8 ) Interest 96.6 82.3 34.2 14.3 17.4 48.1 140.6 5,491.1 5,230.8 6,789.5 260.3 5.0 (1,558.7 ) (23.0 ) Income before income taxes $ 246.2 $ 494.0 $ 757.4 $ (247.8 ) (50.2 ) $ (263.4 ) (34.8 ) Pretax margin 4.3 % 8.6 % 10.0 % (4.3 )% (50.0 ) (1.4 )% (14.0 ) (1) Not meaningful Direct premiums and escrow fees increased $191.9 million, or 10.3%, in 2024 from 2023 and decreased $806.5 million, or 30.3%, in 2023 from 2022.
Biggest changeAlso, during 2025, residential refinance opened orders per day and commercial opened orders per day increased by 47.1% and 9.5%, respectively, while residential purchase opened orders per day decreased 3.1% when compared to 2024. 35 Title Insurance and Services 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (dollars in millions) $ Change % Change $ Change % Change Revenues Direct premiums and escrow fees $ 2,347.5 $ 2,048.3 $ 1,856.4 $ 299.2 14.6 $ 191.9 10.3 Agent premiums 2,959.4 2,561.9 2,449.3 397.5 15.5 112.6 4.6 Information and other 1,050.5 938.2 917.1 112.3 12.0 21.1 2.3 Net investment income 594.8 534.3 540.2 60.5 11.3 (5.9 ) (1.1 ) Net investment gains (losses) 25.5 (345.4 ) (38.2 ) 370.9 107.4 (307.2 ) NM 1 6,977.7 5,737.3 5,724.8 1,240.4 21.6 12.5 0.2 Expenses Personnel costs 2,131.4 1,953.2 1,876.0 178.2 9.1 77.2 4.1 Premiums retained by agents 2,374.0 2,044.6 1,952.2 329.4 16.1 92.4 4.7 Other operating expenses 1,081.7 992.5 937.7 89.2 9.0 54.8 5.8 Provision for policy losses and other claims 159.2 138.3 139.9 20.9 15.1 (1.6 ) (1.1 ) Depreciation and amortization 210.8 202.2 183.6 8.6 4.3 18.6 10.1 Premium taxes 77.0 63.7 59.1 13.3 20.9 4.6 7.8 Interest 96.2 96.6 82.3 (0.4 ) (0.4 ) 14.3 17.4 6,130.3 5,491.1 5,230.8 639.2 11.6 260.3 5.0 Income before income taxes $ 847.4 $ 246.2 $ 494.0 $ 601.2 244.2 $ (247.8 ) (50.2 ) Pretax margin 12.1 % 4.3 % 8.6 % 7.8 % 181.4 (4.3 )% (50.0 ) (1) Not meaningful Direct premiums and escrow fees increased $299.2 million, or 14.6%, in 2025 from 2024 and $191.9 million, or 10.3%, in 2024 from 2023.
The results from these programs are included as either income or as a reduction in expense, as appropriate, in the consolidated statements of income based on the nature of the arrangement and benefit received. 44 The Company facilitates tax-deferred property exchanges for customers pursuant to Section 1031 of the Internal Revenue Code and tax-deferred reverse exchanges pursuant to Revenue Procedure 2000-37.
The results from these programs are included as either income or as a reduction in expense, as appropriate, in the consolidated statements of income based on the nature of the arrangement and benefit received. The Company facilitates tax-deferred property exchanges for customers pursuant to Section 1031 of the Internal Revenue Code and tax-deferred reverse exchanges pursuant to Revenue Procedure 2000-37.
The Company generates cash primarily from sales of its products and services and from investment income. The Company’s current cash requirements include operating expenses, taxes, payments of principal and interest on its debt, capital expenditures, dividends on its common stock, and may include business acquisitions, investments and loans in private companies and repurchases of its common stock.
The Company generates cash primarily from sales of its products and services and from investment income. The Company’s current cash requirements include operating expenses, taxes, payments of principal and interest on its debt, capital expenditures, dividends on its common stock, and may include business acquisitions, investments in and loans to private companies and repurchases of its common stock.
The 2023 loss provision rate of 3.25% reflected the ultimate loss rate for policy year 2023 of 3.75% and a reserve release of 0.5%, or $21.6 million for prior policy years, all of which are based on title insurance premiums and escrow fees for 2023.
The 2023 loss provision rate of 3.25% reflected an ultimate loss rate of 3.75% for the 2023 policy year and a reserve release of 0.5%, or $21.6 million, for prior policy years, all of which are based on title insurance premiums and escrow fees for 2023.
For further discussion of title provision recorded in 2024, 2023 and 2022, see Results of Operations, page 38 . 31 Fair value of debt securities The Company categorizes the fair values of its debt securities using a three-level hierarchy for fair value measurements that distinguishes between market participant assumptions developed based on market data obtained from sources independent of the Company (observable inputs) and the Company’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).
For further discussion of title provision recorded in 2025, 2024 and 2023, see Results of Operations, page 38 . 31 Fair value of debt securities The Company categorizes the fair values of its debt securities using a three-level hierarchy for fair value measurements that distinguishes between market participant assumptions developed based on market data obtained from sources independent of the Company (observable inputs) and the Company’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).
As a result of the Company’s annual goodwill impairment assessments, the Company did not record any goodwill impairment losses for 2024, 2023 or 2022. 33 Income taxes The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
As a result of the Company’s annual goodwill impairment assessments, the Company did not record any goodwill impairment losses for 2025, 2024 or 2023. 33 Income taxes The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Credit ratings reflect published ratings obtained from globally recognized securities rating agencies. If a security was rated differently among the rating agencies, the lowest rating was selected. For further information on the credit quality of the Company’s debt securities portfolio at December 31, 2024, see Note 3 Debt Securities to the consolidated financial statements.
Credit ratings reflect published ratings obtained from globally recognized securities rating agencies. If a security was rated differently among the rating agencies, the lowest rating was selected. For further information on the credit quality of the Company’s debt securities portfolio at December 31, 2025, see Note 3 Debt Securities to the consolidated financial statements.
The results of the Company’s qualitative assessments in 2024 and 2022 for both reporting units and, in 2023, for the home warranty reporting unit, supported the conclusion that the reporting unit fair values were not more likely than not less than their carrying amounts and, therefore, a quantitative impairment test was not considered necessary.
The results of the Company’s qualitative assessments in 2025 and 2024 for both reporting units and, in 2023, for the home warranty reporting unit, supported the conclusion that the reporting unit fair values were not more likely than not less than their carrying amounts and, therefore, a quantitative impairment test was not considered necessary.
As of December 31, 2024, the Company did not intend to sell any debt securities in an unrealized loss position and it is not more likely than not that the Company will be required to sell any debt securities before recovery of their amortized cost basis.
As of December 31, 2025, the Company did not intend to sell any debt securities in an unrealized loss position and it is not more likely than not that the Company will be required to sell any debt securities before recovery of their amortized cost basis.
However, if actual results are not consistent with the Company’s estimates and assumptions, the Company may be exposed to future impairment losses that could be material. The Company performed qualitative assessments for both reporting units in 2024 and 2022.
However, if actual results are not consistent with the Company’s estimates and assumptions, the Company may be exposed to future impairment losses that could be material. The Company performed qualitative assessments for both reporting units in 2025 and 2024.
Proceeds from borrowings made from time to time under the credit agreement may be used for general corporate purposes. Unless terminated earlier, the credit agreement will terminate on May 17, 2028. At December 31, 2024, the Company had no outstanding borrowings under the facility.
Proceeds from borrowings made from time to time under the credit agreement may be used for general corporate purposes. Unless terminated earlier, the credit agreement will terminate on May 17, 2028. At December 31, 2025, the Company had no outstanding borrowings under the facility.
The principal nonoperating uses of cash and cash equivalents for 2024, 2023 and 2022 were advances and repayments under secured financing agreements, purchases of debt and equity securities, dividends to common stockholders, capital expenditures and repurchases of company shares.
The principal nonoperating uses of cash and cash equivalents for 2025, 2024 and 2023 were advances and repayments under secured financing agreements, purchases of debt and equity securities, dividends to common stockholders, capital expenditures and repurchases of company common shares.
Results from the analysis include, but are not limited to, a range of IBNR reserve estimates and a single point estimate for IBNR as of the balance sheet date. 29 For recent policy years at early stages of development (generally the last three years), IBNR is generally estimated using a combination of expected loss rate and multiplicative loss development factor calculations.
Results from the analysis include, but are not limited to, a range of IBNR reserve estimates and a single point estimate for IBNR as of the balance sheet date. 29 For recent policy years at early stages of development (generally the last four to five years), IBNR is generally estimated using a combination of expected loss rate and multiplicative loss development factor calculations.
The Company also offers title insurance, closing services and similar or related products and services, either directly or through third parties in other countries, including Canada, the United Kingdom, South Korea, Australia, New Zealand and various other established and emerging markets. • The home warranty segment sells products including residential service contracts that cover residential systems, such as heating and air conditioning systems, and certain appliances against failures that occur as the result of normal usage during the coverage period.
The Company also offers title insurance, closing services and similar or related products and services, either directly or through third parties in other countries, including Canada, the United Kingdom, various countries in Europe, South Korea, Australia and New Zealand. • The home warranty segment sells products including residential service contracts that cover residential systems, such as heating and air conditioning systems, and certain appliances against failures that occur as the result of normal usage during the coverage period.
Eliminations The Company’s inter-segment eliminations were not material for 2024, 2023 and 2022. 40 Income Taxes The Company's actual income tax expense differs from the expense computed by applying the federal income tax rate of 21% for 2024, 2023 and 2022.
Eliminations The Company’s inter-segment eliminations were not material for 2025, 2024 and 2023. 40 Income Taxes The Company's actual income tax expense differs from the expense computed by applying the federal income tax rate of 21% for 2025, 2024 and 2023.
The most significant nonoperating sources of cash and cash equivalents for 2024, 2023 and 2022 were borrowings and collections under secured financing agreements, and proceeds from the sales and maturities of debt and equity securities.
The most significant nonoperating sources of cash and cash equivalents for 2025, 2024 and 2023 were borrowings and collections under secured financing agreements, and proceeds from the sales and maturities of debt and equity securities.
Principal nonoperating sources of cash and cash equivalents also included proceeds from issuance of unsecured senior notes in 2024 and increases in deposits at the Company’s banking operations for 2023 and 2022.
Principal nonoperating sources of cash and cash equivalents also included increases in deposits at the Company’s banking operations for 2025 and 2023 and proceeds from issuance of unsecured senior notes in 2024.
Net investment gains/losses totaled losses of $345.4 million for 2024 and were primarily attributable to losses realized from the Company’s investment portfolio rebalancing project discussed above and asset impairments, partially offset by an increase in the fair values of marketable equity securities.
Net investment gains/losses totaled losses of $345.4 million in 2024 and were primarily attributable to losses realized from the Company’s investment portfolio rebalancing project and asset impairments, partially offset by an increase in the fair values of marketable equity securities.
The reporting units that have been allocated goodwill include title insurance and home warranty. The Company’s trust and other services reporting unit has no allocated goodwill and is, therefore, not assessed for impairment. The Company has elected to perform this annual assessment in the fourth quarter of each fiscal year or sooner if circumstances indicate possible impairment.
The reporting units that have been allocated goodwill include title insurance and home warranty. The Company’s trust and other services and corporate reporting units have no allocated goodwill and are, therefore, not assessed for impairment. The Company has elected to perform this annual assessment in the fourth quarter of each fiscal year or sooner if circumstances indicate possible impairment.
As of December 31, 2024, the Company was in compliance with the financial covenants under the credit agreement. 43 In addition to amounts available under its credit facility, certain subsidiaries of the Company maintain separate financing arrangements.
As of December 31, 2025, the Company was in compliance with the financial covenants under the credit agreement. In addition to amounts available under its credit facility, certain subsidiaries of the Company maintain separate financing arrangements.
At December 31, 2024, no amounts were outstanding under any of these facilities. • First Canadian Title Company Limited, a Canadian title insurance and services company, maintains credit facilities with certain Canadian banking institutions. At December 31, 2024, no amounts were outstanding under these facilities.
At December 31, 2025, no amounts were outstanding under any of these facilities. 43 • First Canadian Title Company Limited, a Canadian title insurance and services company, maintains credit facilities with certain Canadian banking institutions. At December 31, 2025, no amounts were outstanding under these facilities.
The 3.0% loss provision rate in the current year reflects an ultimate loss rate of 3.75% for the current policy year and a reserve release of 0.75%, or $34.6 million and for prior policy years, all of which are based on title insurance premiums and escrow fees for 2024.
The 2024 loss provision rate of 3.0% reflected an ultimate loss rate of 3.75% for the 2024 policy year and a reserve release of 0.75%, or $34.6 million, for prior policy years, all of which are based on title insurance premiums and escrow fees for 2024.
The 7.2% increase in average revenues per order closed in 2024 from 2023 was primarily due to increases in average revenues per order on commercial and purchase transactions, partially offset by a shift in the mix from higher premium commercial transactions to lower premium refinance transactions.
The 9.0% increase in average revenues per order closed in 2024 from 2023 was primarily due to increases in average revenues per order on commercial and purchase transactions, partially offset by a shift in the mix from higher premium commercial transactions to lower premium refinance transactions.
Capital expenditures, which are primarily related to software development costs and purchases of property and equipment and software licenses, totaled $235.2 million, $278.7 million and $274.9 million for 2024, 2023 and 2022, respectively. Off-balance sheet arrangements. The Company administers escrow deposits as a service to customers in its direct title operations.
Capital expenditures, which are primarily related to software development costs and purchases of property and equipment and software licenses, totaled $192.4 million, $235.2 million and $278.7 million for 2025, 2024 and 2023, respectively. Off-balance sheet arrangements. The Company administers escrow deposits as a service to customers in its direct title operations.
In September 2024, the quarterly cash dividend was increased to 54 cents per common share, representing a 2% increase. The dividend increase was effective beginning with the September 2024 dividend. In January 2025, the Company's board of directors approved a first quarter cash dividend of 54 cents per common share.
In September 2025, the quarterly cash dividend was increased to 55 cents per common share, representing a 2% increase. The dividend increase was effective beginning with the September 2025 dividend. In January 2026, the Company's board of directors approved a first quarter cash dividend of 55 cents per common share.
The decrease in the claims rate in 2023 from 2022 was primarily attributable to lower claims severity, partially offset by higher claims volume. A large part of the revenues for the home warranty segment are generated by renewals and are not dependent on the level of real estate activity in the year of renewal.
The decrease in the claims rate in 2024 from 2023 was primarily attributable to lower severity, partially offset by higher frequency. A large portion of the revenues for the home warranty segment are generated by renewals and are not dependent on the level of real estate activity in the year of renewal.
The 3.0% loss provision rate in the current year reflects an ultimate loss rate of 3.75% for the current policy year and a reserve release of 0.75%, or $34.6 million and for prior policy years, all of which are based on title insurance premiums and escrow fees for the year ended December 31, 2024.
The 3.0% loss provision rate in the current year reflects an ultimate loss rate of 3.75% for the current policy year and a reserve release of 0.75%, or $39.8 million, for prior policy years, all of which are based on title insurance premiums and escrow fees for the year ended December 31, 2025.
Such restrictions have not had, nor are they expected to have, an impact on the holding company’s ability to meet its cash obligations. As of December 31, 2024, the holding company’s sources of liquidity included $196.2 million of cash and cash equivalents and $900.0 million available on the Company’s revolving credit facility.
Such restrictions have not had, nor are they expected to have, an impact on the holding company’s ability to meet its cash obligations. As of December 31, 2025, the holding company’s sources of liquidity included $338.9 million of cash and cash equivalents and $900.0 million available on the Company’s revolving credit facility.
As examples, if the expected ultimate losses for each of the last six policy years increased or decreased by 50 basis points, the resulting impact on the Company’s IBNR reserve would be an increase or decrease, as the case may be, of $159.0 million, and if expected ultimate losses for those same years were to fluctuate by 100 basis points, the resulting impact would be $318.0 million.
As examples, if the expected ultimate losses for each of the last six policy years increased or decreased by 50 basis points, the resulting impact on the Company’s IBNR reserve would be an increase or decrease, as the case may be, of $162.7 million, and if expected ultimate losses for those same years were to fluctuate by 100 basis points, the resulting impact would be $325.4 million.
At December 31, 2024, outstanding borrowings under these facilities totaled $643.8 million. • First American Trust, FSB (“FA Trust”), a federal savings bank, maintains a secured line of credit with the Federal Home Loan Bank and maintains access to the Federal Reserve's Discount Window.
At December 31, 2025, outstanding borrowings under these facilities totaled $906.5 million. • First American Trust, FSB (“FA Trust”), a federal savings bank, maintains a secured line of credit with the Federal Home Loan Bank and maintains access to the Federal Reserve's Discount Window.
A summary of premiums retained by agents and agent premiums is as follows: (dollars in millions) 2024 2023 2022 Premiums retained by agents $ 2,044.6 $ 1,952.2 $ 2,829.7 Agent premiums $ 2,561.9 $ 2,449.3 $ 3,547.6 % retained by agents 79.8 % 79.7 % 79.8 % The premium split between underwriter and agents is in accordance with the respective agency contracts and can vary from region to region due to divergences in real estate closing practices and state regulations.
A summary of premiums retained by agents and agent premiums is as follows: (dollars in millions) 2025 2024 2023 Premiums retained by agents $ 2,374.0 $ 2,044.6 $ 1,952.2 Agent premiums $ 2,959.4 $ 2,561.9 $ 2,449.3 % retained by agents 80.2 % 79.8 % 79.7 % The premium split between underwriter and agents is in accordance with the respective agency contracts and can vary from region to region due to divergences in real estate closing practices and state regulations.
Principal nonoperating uses of cash and cash equivalents also included decreases in deposits at the Company’s banking operations for 2024, repayment of senior unsecured notes for 2024 and 2023, and acquisitions for 2022.
Principal nonoperating uses of cash and cash equivalents also included decreases in deposits at the Company’s banking operations for 2024 and repayments of senior unsecured notes for 2024 and 2023.
Net Income and Net Income Attributable to the Company Net income and per share information are summarized as follows: Year ended December 31, 2024 2023 2022 (in millions, except per share amounts) Net income attributable to the Company $ 131.1 $ 216.8 $ 263.0 Net income per share attributable to the Company’s stockholders: Basic $ 1.26 $ 2.08 $ 2.46 Diluted $ 1.26 $ 2.07 $ 2.45 Weighted-average common shares outstanding: Basic 103.9 104.3 107.0 Diluted 104.3 104.6 107.3 See Note 15 Earnings Per Share to the consolidated financial statements for further discussion of earnings per share. 41 Liquidity and Capital Resources Cash requirements.
Net Income and Net Income Attributable to the Company Net income and per share information are summarized as follows: Year ended December 31, 2025 2024 2023 (in millions, except per share amounts) Net income attributable to the Company $ 621.8 $ 131.1 $ 216.8 Net income per share attributable to the Company’s stockholders: Basic $ 6.02 $ 1.26 $ 2.08 Diluted $ 6.00 $ 1.26 $ 2.07 Weighted-average common shares outstanding: Basic 103.3 103.9 104.3 Diluted 103.7 104.3 104.6 See Note 15 Earnings Per Share to the consolidated financial statements for further discussion of earnings per share. 41 Liquidity and Capital Resources Cash requirements.
As of December 31, 2024, 95% of the Company’s investment portfolio consisted of debt securities, of which 71% were either United States government-backed or rated AAA/Aaa and 97% were either rated or classified as investment grade or better. Percentages are based on the estimated fair values of the securities.
As of December 31, 2025, 95% of the Company’s investment portfolio consisted of debt securities, of which 72% were either United States government-backed or rated AAA/Aaa and 99% were either rated or classified as investment grade or better. Percentages are based on the estimated fair values of the securities.
Escrow deposits totaled $8.9 billion and $10.6 billion at December 31, 2024 and 2023, respectively, of which $4.0 billion and $6.3 billion, respectively, were held at FA Trust. The remaining deposits were held at third-party financial institutions.
Escrow deposits totaled $9.3 billion and $8.9 billion at December 31, 2025 and 2024, respectively, of which $3.7 billion and $4.0 billion, respectively, were held at FA Trust. The remaining deposits were held at third-party financial institutions.
The increase in 2024 from 2023 was primarily due to the issuance of $450 million 5.45% senior unsecured notes in September 2024, partially offset by the repayment of the Company's $300 million 4.60% senior unsecured notes, upon maturity, in November 2024.
The increases in 2025 from 2024 and 2024 from 2023 were primarily due to the issuance of $450 million 5.45% senior unsecured notes in September 2024, partially offset by the repayment of the Company's $300 million 4.60% senior unsecured notes, upon maturity, in November 2024.
These revenues generally trend with direct premiums and escrow fees but are typically less volatile since a portion of the revenues are subscription based and do not fluctuate with transaction volumes. Information and other revenues increased $21.1 million, or 2.3%, in 2024 from 2023 and decreased $210.0 million, or 18.6%, in 2023 from 2022.
These revenues generally trend with direct premiums and escrow fees but are typically less volatile since a portion of the revenues are subscription based and do not fluctuate with transaction volumes. 36 Information and other revenues increased $112.3 million, or 12.0%, in 2025 from 2024 and $21.1 million, or 2.3%, in 2024 from 2023.
However, changes in interest rates, as well as other changes in general economic conditions in the United States and abroad, can cause fluctuations in the traditional pattern of real estate activity. The Company’s total revenues for 2024 were $6.1 billion, which reflected an increase of $124.6 million, or 2.1%, when compared with $6.0 billion for 2023.
However, changes in interest rates, as well as other changes in general economic conditions in the United States and abroad, can cause fluctuations in the traditional pattern of real estate activity. The Company’s total revenues for 2025 were $7.5 billion, which reflected an increase of $1.3 billion, or 21.6%, when compared with $6.1 billion for 2024.
As of December 31, 2024, the IBNR claims reserve for the title insurance and services segment was $1.1 billion, which reflected management’s best estimate. The Company’s internal actuary determined a range of reasonable estimates of $965.8 million to $1.2 billion.
As of December 31, 2025, the IBNR claims reserve for the title insurance and services segment was $1.1 billion, which reflected management’s best estimate. The Company’s internal actuary determined a range of reasonable estimates of $948.0 million to $1.3 billion.
The increase in 2024 from 2023 was primarily attributable to higher advertising, postage, salary and employee benefits expense, partially offset by lower sales tax, technology, and deferred policy acquisition expense. The increase in 2023 from 2022 was primarily attributable to higher advertising expense.
The increase in 2025 from 2024 was primarily attributable to higher marketing, salaries and incentive compensation expenses, partially offset by lower deferred policy acquisition expense. The increase in 2024 from 2023 was primarily attributable to higher advertising, postage, salary and employee benefits expense, partially offset by lower sales tax, technology and deferred policy acquisition expense.
As of December 31, 2024, under such regulations, the maximum amount available to the holding company from its insurance subsidiaries for 2025, without prior approval from applicable regulators, was dividends of $535.0 million and loans and advances of $114.2 million.
As of December 31, 2025, under such regulations, the maximum amount available to the holding company from its insurance subsidiaries for 2026, without prior approval from applicable regulators, was dividends of $382.0 million and loans and advances of $113.6 million.
Net investment losses totaled $57.5 million, $162.3 million and $353.4 million for 2024, 2023, and 2022, respectively, resulting from impairment charges and observable pricing changes on non-marketable equity investments within the Company’s venture investment portfolio and included unrealized losses and gains resulting from fluctuations in the fair value of the Company’s investment in Offerpad Solutions Inc.
Net investment losses totaling $4.3 million, $57.5 million and $162.3 million for 2025, 2024, and 2023, respectively, primarily resulted from unrealized losses and impairment charges on non-marketable equity investments within the Company’s venture investment portfolio and included unrealized losses and gains resulting from fluctuations in the fair value of the Company’s investment in Offerpad Solutions Inc.
The effective income tax rates also reflect the impact on pretax earnings from impairment losses on the Company’s venture investment portfolio and, for 2024, realized losses from sales of debt securities in an unrealized loss position in connection with the Company’s portfolio rebalancing project.
The effective income tax rates for 2024 and 2023 also reflect the impact on pretax earnings from impairment losses on the Company’s venture investment portfolio and adjustments to the valuation allowance resulting from losses on certain equity investments and, for 2024, realized losses from sales of debt securities in an unrealized loss position in connection with the Company’s portfolio rebalancing project.
Trust assets administered by FA Trust totaled $4.8 billion and $4.4 billion at December 31, 2024 and 2023, respectively, of which $169.4 million and $197.1 million, respectively, were held at FA Trust. The remaining trust assets were held at third-party financial institutions. Trust assets administered by FA Trust and held at third-party institutions are fiduciary client assets.
Trust assets administered by FA Trust totaled $5.6 billion and $4.8 billion at December 31, 2025 and 2024, respectively, of which $173.9 million and $169.4 million, respectively, were held at FA Trust. The remaining trust assets were held at third-party financial institutions. Trust assets administered by FA Trust and held at third-party institutions are fiduciary client assets.
Insurers generally are not subject to state income or franchise taxes. However, in lieu thereof, a premium tax is imposed on certain operating revenues, as defined by statute. Tax rates and bases vary from state to state; accordingly, the total premium tax burden is dependent upon the geographical mix of operating revenues.
However, in lieu thereof, a premium tax is imposed on certain operating revenues, as defined by statute. Tax rates and bases vary from state to state; accordingly, the total premium tax burden is dependent upon the geographical mix of operating revenues. The Company’s noninsurance subsidiaries are subject to state income tax and do not pay premium tax.
This volume of domestic residential mortgage origination activity contributed to an increase in direct premiums and escrow fees for the Company’s direct title operations of 6.3% from domestic residential purchase transactions and a decrease of 15.9% from domestic refinance transactions in 2024, when compared to 2023.
This volume of domestic residential mortgage origination activity contributed to an increase in direct premiums and escrow fees for the Company’s direct title operations of 42.1% from domestic residential refinance transactions and a decrease of 2.2% from domestic residential purchase transactions in 2025, when compared to 2024.
The title insurance and services segment recorded pretax margins of 4.3%, 8.6% and 10.0% for 2024, 2023 and 2022, respectively. 38 Home Warranty 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (dollars in millions) $ Change % Change $ Change % Change Revenues Direct premiums $ 397.8 $ 395.6 $ 413.1 $ 2.2 0.6 $ (17.5 ) (4.2 ) Information and other 22.5 21.7 13.3 0.8 3.7 8.4 63.2 Net investment income 4.0 5.9 5.1 (1.9 ) (32.2 ) 0.8 15.7 Net investment gains (losses) 1.4 (6.0 ) (12.5 ) 7.4 123.3 6.5 52.0 425.7 417.2 419.0 8.5 2.0 (1.8 ) (0.4 ) Expenses Personnel costs 81.2 77.8 77.3 3.4 4.4 0.5 0.6 Other operating expenses 86.0 82.8 75.7 3.2 3.9 7.1 9.4 Provision for policy losses and other claims 184.4 193.1 211.8 (8.7 ) (4.5 ) (18.7 ) (8.8 ) Depreciation and amortization 5.1 4.8 5.1 0.3 6.3 (0.3 ) (5.9 ) Premium taxes 4.6 4.4 4.5 0.2 4.5 (0.1 ) (2.2 ) 361.3 362.9 374.4 (1.6 ) (0.4 ) (11.5 ) (3.1 ) Income before income taxes $ 64.4 $ 54.3 $ 44.6 $ 10.1 18.6 $ 9.7 21.7 Pretax margin 15.1 % 13.0 % 10.6 % 2.1 % 16.2 2.4 % 22.6 Direct premiums increased $2.2 million, or 0.6%, in 2024 from 2023 and decreased $17.5 million, or 4.2% in 2023 from 2022.
The title insurance and services segment recorded pretax margins of 12.1%, 4.3% and 8.6% for 2025, 2024 and 2023, respectively. 38 Home Warranty 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (dollars in millions) $ Change % Change $ Change % Change Revenues Direct premiums $ 415.2 $ 397.8 $ 395.6 $ 17.4 4.4 $ 2.2 0.6 Information and other 23.0 22.5 21.7 0.5 2.2 0.8 3.7 Net investment income 5.0 4.0 5.9 1.0 25.0 (1.9 ) (32.2 ) Net investment (losses) gains (0.3 ) 1.4 (6.0 ) (1.7 ) (121.4 ) 7.4 123.3 442.9 425.7 417.2 17.2 4.0 8.5 2.0 Expenses Personnel costs 84.1 81.2 77.8 2.9 3.6 3.4 4.4 Other operating expenses 90.4 86.0 82.8 4.4 5.1 3.2 3.9 Provision for policy losses and other claims 171.9 184.4 193.1 (12.5 ) (6.8 ) (8.7 ) (4.5 ) Depreciation and amortization 5.3 5.1 4.8 0.2 3.9 0.3 6.3 Premium taxes 4.7 4.6 4.4 0.1 2.2 0.2 4.5 356.4 361.3 362.9 (4.9 ) (1.4 ) (1.6 ) (0.4 ) Income before income taxes $ 86.5 $ 64.4 $ 54.3 $ 22.1 34.3 $ 10.1 18.6 Pretax margin 19.5 % 15.1 % 13.0 % 4.4 % 29.1 2.1 % 16.2 Direct premiums increased $17.4 million, or 4.4%, in 2025 from 2024 and $2.2 million, or 0.6% in 2024 from 2023.
A summary of the Company’s loss reserves is as follows: December 31, 2024 2023 (dollars in millions) Known title claims $ 55.3 4.6 % $ 55.5 4.3 % IBNR title claims 1,109.4 93.0 % 1,186.5 92.5 % Total title claims 1,164.7 97.6 % 1,242.0 96.8 % Non-title claims 28.7 2.4 % 40.4 3.2 % Total loss reserves $ 1,193.4 100.0 % $ 1,282.4 100.0 % 30 Activity in the reserve for known title claims is summarized as follows: December 31, 2024 2023 2022 (in millions) Balance at beginning of year $ 55.5 $ 62.1 $ 66.3 Provision transferred from IBNR title claims related to: Current year 38.6 24.6 28.4 Prior years 166.3 138.9 144.0 204.9 163.5 172.4 Payments, net of recoveries, related to: Current year 35.2 21.9 25.0 Prior years 168.8 147.6 152.0 204.0 169.5 177.0 Other (1.1 ) (0.6 ) 0.4 Balance at end of year $ 55.3 $ 55.5 $ 62.1 Activity in the reserve for IBNR title claims is summarized as follows: December 31, 2024 2023 2022 (in millions) Balance at beginning of year $ 1,186.5 $ 1,207.2 $ 1,143.5 Provision related to: Current year 172.9 161.5 248.4 Prior years (34.6 ) (21.6 ) — 138.3 139.9 248.4 Provision transferred to known title claims related to: Current year 38.6 24.6 28.4 Prior years 166.3 138.9 144.0 204.9 163.5 172.4 Other (10.5 ) 2.9 (12.3 ) Balance at end of year $ 1,109.4 $ 1,186.5 $ 1,207.2 The provisions for title insurance losses, expressed as a percentage of title insurance premiums and escrow fees, were 3.0%, 3.25% and 4.0% for the years ended December 31, 2024, 2023 and 2022, respectively.
A summary of the Company’s loss reserves is as follows: December 31, 2025 2024 (dollars in millions) Known title claims $ 54.6 4.7 % $ 55.3 4.6 % IBNR title claims 1,095.9 93.7 % 1,109.4 93.0 % Total title claims 1,150.5 98.4 % 1,164.7 97.6 % Non-title claims 19.1 1.6 % 28.7 2.4 % Total loss reserves $ 1,169.6 100.0 % $ 1,193.4 100.0 % 30 Activity in the reserve for known title claims is summarized as follows: December 31, 2025 2024 2023 (in millions) Balance at beginning of year $ 55.3 $ 55.5 $ 62.1 Provision transferred from IBNR title claims related to: Current year 31.2 38.6 24.6 Prior years 148.3 166.3 138.9 179.5 204.9 163.5 Payments, net of recoveries, related to: Current year 28.0 35.2 21.9 Prior years 153.1 168.8 147.6 181.1 204.0 169.5 Other 0.9 (1.1 ) (0.6 ) Balance at end of year $ 54.6 $ 55.3 $ 55.5 Activity in the reserve for IBNR title claims is summarized as follows: December 31, 2025 2024 2023 (in millions) Balance at beginning of year $ 1,109.4 $ 1,186.5 $ 1,207.2 Provision related to: Current year 199.0 172.9 161.5 Prior years (39.8 ) (34.6 ) (21.6 ) 159.2 138.3 139.9 Provision transferred to known title claims related to: Current year 31.2 38.6 24.6 Prior years 148.3 166.3 138.9 179.5 204.9 163.5 Other 6.8 (10.5 ) 2.9 Balance at end of year $ 1,095.9 $ 1,109.4 $ 1,186.5 The provisions for title insurance losses, expressed as a percentage of title insurance premiums and escrow fees, were 3.0% for the years ended December 31, 2025 and 2024 and 3.25% for the year ended December 31, 2023.
Financial Statements and Supplementary Data of Part II of this report. 34 Results of Operations Overview 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (dollars in millions) $ Change % Change $ Change % Change Revenues by Segment Title insurance and services $ 5,737.3 $ 5,724.8 $ 7,546.9 $ 12.5 0.2 $ (1,822.1 ) (24.1 ) Home warranty 425.7 417.2 419.0 8.5 2.0 (1.8 ) (0.4 ) Corporate and eliminations (34.9 ) (138.5 ) (360.7 ) 103.6 74.8 222.2 61.6 $ 6,128.1 $ 6,003.5 $ 7,605.2 $ 124.6 2.1 $ (1,601.7 ) (21.1 ) A substantial portion of the revenues for the Company’s title insurance and services segment result from sales of, and refinancings of loans on, residential and commercial real estate.
Financial Statements and Supplementary Data of Part II of this report. 34 Results of Operations Overview 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (dollars in millions) $ Change % Change $ Change % Change Revenues by Segment Title insurance and services $ 6,977.7 $ 5,737.3 $ 5,724.8 $ 1,240.4 21.6 $ 12.5 0.2 Home warranty 442.9 425.7 417.2 17.2 4.0 8.5 2.0 Corporate and eliminations 31.6 (34.9 ) (138.5 ) 66.5 190.5 103.6 74.8 $ 7,452.2 $ 6,128.1 $ 6,003.5 $ 1,324.1 21.6 $ 124.6 2.1 A substantial portion of the revenues for the Company’s title insurance and services segment result from sales of, and refinancings of loans on, residential and commercial real estate.
The changes in the percentage of title premiums retained by agents in 2024 from 2023 and in 2023 from 2022 were primarily due to changes in the geographic mix of agency revenues. 37 Other operating expenses increased $54.8 million, or 5.8%, in 2024 from 2023 and decreased $217.7 million, or 18.8%, in 2023 from 2022.
The changes in the percentage of title premiums retained by agents in 2025 from 2024 and in 2024 from 2023 were primarily due to changes in the geographic mix of agency revenues. 37 Other operating expenses increased $89.2 million, or 9.0%, in 2025 from 2024 and $54.8 million, or 5.8%, in 2024 from 2023.
Cash provided by operating activities totaled $897.5 million, $354.3 million and 777.6 million for 2024, 2023 and 2022, respectively, after claim payments, net of recoveries, of $397.8 million, $381.8 million and $434.3 million, respectively.
Cash provided by operating activities totaled $950.8 million, $897.5 million and $354.3 million for 2025, 2024 and 2023, respectively, after claim payments, net of recoveries, of $358.4 million, $397.8 million and $381.8 million, respectively.
The provision for home warranty claims, expressed as a percentage of home warranty premiums, was 46.4% in 2024, 48.8% in 2023 and 51.3% in 2022. The decrease in the claims rate in 2024 from 2023 was primarily attributable to lower severity, partially offset by higher frequency.
The provision for home warranty claims, expressed as a percentage of home warranty premiums, was 41.4% in 2025, 46.4% in 2024 and 48.8% in 2023. The decrease in the claims rate in 2025 from 2024 was primarily attributable to lower claims frequency.
Agent premiums increased $112.6 million, or 4.6%, in 2024 from 2023 and decreased $1.1 billion, or 31.0%, in 2023 from 2022. Agent premiums are recorded when notice of issuance is received from the agent, which is generally when cash payment is received by the Company.
Agent premiums increased $397.5 million, or 15.5%, in 2025 from 2024 and $112.6 million, or 4.6%, in 2024 from 2023. Agent premiums are recorded when notice of issuance is received from the agent, which is generally when cash payment is received by the Company.
The 2.9% increase in orders closed in 2024 from 2023 and the 34.5% decrease in orders closed in 2023 from 2022 were generally consistent with the changes in residential mortgage origination activity in the United States as reported in the MBA Forecast.
The 10.7% increase in orders closed in 2025 from 2024 and the 1.2% increase in orders closed in 2024 from 2023 were generally consistent with the changes in residential mortgage origination activity in the United States as reported in the MBA Forecast.
The differences in the effective tax rates year over year are typically due to changes in state and foreign income taxes resulting from fluctuations in the Company’s noninsurance and foreign subsidiaries’ contributions to pretax income and changes in the ratio of permanent differences to income before income taxes.
The differences in the year over year effective tax rates are typically due to changes in state and foreign income taxes resulting from fluctuations in the Company’s noninsurance and foreign subsidiaries’ contributions to pretax income and permanent differences between amounts reported for financial statement purposes and amounts reported for income tax purposes.
According to the Mortgage Bankers Association’s January 19, 2025 Mortgage Finance Forecast (the “MBA Forecast”), based on the total dollar value of the transactions, residential mortgage originations in the United States increased 22.0%, purchase originations increased 4.0% and refinance originations increased 124.2% in 2024, when compared to 2023.
According to the Mortgage Bankers Association’s January 21, 2026 Mortgage Finance Forecast (the “MBA Forecast”), based on the total dollar value of the transactions, residential mortgage originations in the United States increased 21.6%, purchase originations increased 1.3% and refinance originations increased 99.4% in 2025, when compared to 2024.
The range limits are $143.6 million below and $135.7 million above management’s best estimate, respectively, and represent an estimate of the range of variation among reasonable estimates of the IBNR reserve.
The range limits are $147.9 million below and $185.5 million above management’s best estimate, respectively, and represent an estimate of the range of variation among reasonable estimates of the IBNR reserve.
Net investment income decreased $5.9 million, or 1.1%, in 2024 from 2023 and increased $181.1 million, or 50.4%, in 2023 from 2022. The decrease in 2024 from 2023 was primarily attributable to declines in the Company’s escrow and tax-deferred property exchange balances, partially offset by an increase in interest income from the Company’s warehouse lending business and investment portfolio.
The decrease in 2024 from 2023 was primarily attributable to declines in the Company’s escrow and tax-deferred property exchange balances, partially offset by an increase in interest income from the Company’s warehouse lending business and investment portfolio.
The Company’s total revenues for 2024 also included $401.6 million of net investment losses compared to $206.4 million of net investment losses for the prior year.
The Company’s total revenues for 2025 also included $20.9 million of net investment gains compared to $401.6 million of net investment losses for the prior year.
A reconciliation of these differences is as follows: Year ended December 31, 2024 2023 2022 (dollars in millions) Taxes calculated at federal rate $ 34.7 21.0 % $ 57.6 21.0 % $ 68.4 21.0 % State taxes, net of federal benefit (8.3 ) (5.0 ) (6.4 ) (2.3 ) (5.3 ) (1.5 ) Change in liability for tax positions 6.8 4.1 10.7 3.9 (0.8 ) (0.3 ) Foreign income taxed at different rates 8.6 5.2 9.5 3.5 2.1 0.6 Unremitted foreign earnings (1.4 ) (0.8 ) 1.2 0.4 — — Federal tax credits (14.6 ) (8.8 ) (17.3 ) (6.3 ) — — Valuation allowance 11.4 6.9 7.7 2.8 — — Other items, net (4.4 ) (2.8 ) (4.1 ) (1.5 ) (4.0 ) (1.1 ) $ 32.8 19.8 % $ 58.9 21.5 % $ 60.4 18.7 % The Company’s effective income tax rates (income tax expense as a percentage of income before income taxes) were 19.8% for 2024, 21.5% for 2023 and 18.7% for 2022.
A reconciliation of these differences is summarized as follows: Year ended December 31, 2025 2024 2023 (dollars in millions) Taxes calculated at federal rate $ 173.5 21.0 % $ 34.7 21.0 % $ 57.6 21.0 % State taxes, net of federal benefit 23.0 2.8 (8.3 ) (5.0 ) (6.4 ) (2.3 ) Foreign tax effects 3.2 0.4 5.3 3.1 6.9 2.5 Effect of changes in tax laws or rates enacted in the current period — — — — — — Effect of cross-border tax laws 7.3 0.8 1.0 0.7 3.9 1.3 Tax credits (10.2 ) (1.3 ) (14.6 ) (8.8 ) (17.3 ) (6.3 ) Valuation allowance 1.3 0.2 11.4 6.9 7.7 2.8 Changes in unrecognized tax benefits 3.6 0.4 6.8 4.1 10.7 3.9 Other items, net (0.7 ) — (3.5 ) (2.2 ) (4.2 ) (1.4 ) $ 201.0 24.3 % $ 32.8 19.8 % $ 58.9 21.5 % The Company’s effective income tax rates (income tax expense as a percentage of income before income taxes) were 24.3% for 2025, 19.8% for 2024 and 21.5% for 2023.
Title policies issued to lenders constitute a large portion of the Company’s title insurance volume. These policies insure lenders against losses on mortgage loans due to title defects in the collateral property.
The volume and timing of title insurance claims are subject to cyclical influences from both the real estate and mortgage markets. Title policies issued to lenders constitute a large portion of the Company’s title insurance volume. These policies insure lenders against losses on mortgage loans due to title defects in the collateral property.
The 4.4% increase in average revenues per order closed in 2023 from 2022 was due to a shift in the mix from lower premium residential refinance and default transactions to higher premium commercial transactions, partially offset by a decrease in the average revenues per order from commercial transactions.
The 3.8% increase in average revenues per order closed in 2025 from 2024 was due to an increase in average revenues per order on commercial and purchase transactions, partially offset by a shift in the mix from higher premium commercial transactions to lower premium refinance and default transactions.
The like-kind exchange deposits are held at third-party financial institutions and, due to the structure utilized to facilitate these transactions, the proceeds and property are not considered assets of the Company and, therefore, are not included in the accompanying consolidated balance sheets.
The like-kind exchange deposits held at third-party financial institutions are not included in the accompanying consolidated balance sheets as the proceeds and property are not considered assets of the Company due to the structure utilized to facilitate these transactions. All such amounts are placed in deposit accounts insured, up to applicable limits, by the Federal Deposit Insurance Corporation.
The Company’s management uses the IBNR point estimate from the in-house actuary’s analysis and other relevant information concerning claims to determine what it considers to be the best estimate of the total amount required for the IBNR reserve. The volume and timing of title insurance claims are subject to cyclical influences from both the real estate and mortgage markets.
The Company’s management uses the IBNR point estimate from the in-house actuary’s analysis and other relevant information concerning claims, including a range of IBNR reserve estimates, to determine what it considers to be the best estimate of the total amount required for the IBNR reserve.
During the year ended December 31, 2024, the Company repurchased and retired 1.2 million shares of its common stock for a total purchase price of $68.5 million and, as of December 31, 2024, the Company has repurchased and retired 4.7 million shares of its common stock under the current authorization for a total purchase price of $254.6 million. 42 Holding company.
During 2025, the Company repurchased and retired 2.1 million shares of its common stock for a total purchase price of $122.3 million and, as of December 31, 2025, the Company has repurchased and retired 6.8 million shares of its common stock under the previous authorization for a total purchase price of $377.0 million. 42 Holding company.
Personnel costs and other operating expenses totaled $60.1 million, $81.8 million and $30.6 million in 2024, 2023 and 2022, respectively. The decrease in 2024 when compared to 2023 and the increase in 2023 when compared to 2022 were primarily attributable to fluctuations in returns on participant investments within the Company’s deferred compensation plan.
Personnel costs and other operating expenses totaled $82.9 million, $60.1 million and $81.8 million in 2025, 2024 and 2023, respectively. The increase in 2025 when compared to 2024 was primarily attributable to higher severance and share-based compensation expenses, fluctuations in returns on participant investments within the Company’s deferred compensation plan and the lack of a reinsurance credit received in 2024.
The Company maintains a senior unsecured credit agreement with JPMorgan Chase Bank, N.A., in its capacity as administrative agent, and the lenders party thereto that provides for a $900.0 million revolving credit facility.
Management believes that liquidity at the holding company is sufficient to satisfy anticipated cash requirements and obligations for at least the next twelve months. Financing. The Company maintains a senior unsecured credit agreement with JPMorgan Chase Bank, N.A., in its capacity as administrative agent, and the lenders party thereto that provides for a $900.0 million revolving credit facility.
The home warranty segment recorded pretax margins of 15.1%, 13.0% and 10.6% for 2024, 2023 and 2022, respectively. 39 Corporate 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (dollars in millions) $ Change % Change $ Change % Change Revenues Direct premiums and escrow fees $ — $ — $ 8.8 $ — — $ (8.8 ) (100.0 ) Information and other — — 8.1 — — (8.1 ) (100.0 ) Net investment income (loss) 24.1 25.1 (21.7 ) (1.0 ) (4.0 ) 46.8 215.7 Net investment losses (57.5 ) (162.3 ) (353.4 ) 104.8 64.6 191.1 54.1 (33.4 ) (137.2 ) (358.2 ) 103.8 75.7 221.0 61.7 Expenses Personnel costs 24.9 35.3 (10.6 ) (10.4 ) (29.5 ) 45.9 433.0 Other operating expenses 35.2 46.5 41.2 (11.3 ) (24.3 ) 5.3 12.9 Provision for policy losses and other claims (2.7 ) 3.3 26.1 (6.0 ) (181.8 ) (22.8 ) (87.4 ) Depreciation and amortization 0.1 0.1 0.1 — — — — Interest 54.3 51.4 61.2 2.9 5.6 (9.8 ) (16.0 ) 111.8 136.6 118.0 (24.8 ) (18.2 ) 18.6 15.8 Loss before income taxes $ (145.2 ) $ (273.8 ) $ (476.2 ) $ 128.6 47.0 $ 202.4 42.5 Net investment income/loss totaled income of $24.1 million and $25.1 million for 2024 and 2023, respectively, and losses of $21.7 million in 2022.
The home warranty segment recorded pretax margins of 19.5%, 15.1% and 13.0% for 2025, 2024 and 2023, respectively. 39 Corporate 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (dollars in millions) $ Change % Change $ Change % Change Revenues Information and other $ 14.8 $ — $ — $ 14.8 — $ — — Net investment income 21.2 24.1 25.1 (2.9 ) (12.0 ) (1.0 ) (4.0 ) Net investment losses (4.3 ) (57.5 ) (162.3 ) 53.2 92.5 104.8 64.6 31.7 (33.4 ) (137.2 ) 65.1 194.9 103.8 75.7 Expenses Personnel costs 44.4 24.9 35.3 19.5 78.3 (10.4 ) (29.5 ) Other operating expenses 38.5 35.2 46.5 3.3 9.4 (11.3 ) (24.3 ) Provision for policy losses and other claims (4.4 ) (2.7 ) 3.3 (1.7 ) (63.0 ) (6.0 ) (181.8 ) Depreciation and amortization 0.1 0.1 0.1 — — — — Interest 60.8 54.3 51.4 6.5 12.0 2.9 5.6 139.4 111.8 136.6 27.6 24.7 (24.8 ) (18.2 ) Loss before income taxes $ (107.7 ) $ (145.2 ) $ (273.8 ) $ 37.5 25.8 $ 128.6 47.0 Information and other revenues of $14.8 million in 2025 were attributable to an insurance recovery.
This Management’s Discussion and Analysis contains the financial measure adjusted debt to capitalization ratio that is not presented in accordance with generally accepted accounting principles (“GAAP”) as it excludes the effects of secured financings payable and accumulated other comprehensive loss.
THE COMPANY DOES NOT UNDERTAKE TO UPDATE FORWARD-LOOKING STATEMENTS TO REFLECT CIRCUMSTANCES OR EVENTS THAT OCCUR AFTER THE DATE THE FORWARD-LOOKING STATEMENTS ARE MADE. This Management’s Discussion and Analysis contains the financial measure adjusted debt to capitalization ratio that is not presented in accordance with generally accepted accounting principles (“GAAP”) as it excludes the effects of secured financings payable.
This increase was primarily attributable to increases in direct premiums and escrow fees of $193.9 million, or 8.6%, agent premiums of $112.6 million, or 4.6%, and information and other revenue of $22.3 million, or 2.4%.
This increase was primarily attributable to increases in direct premiums and escrow fees of $316.7 million, or 12.9%, agent premiums of $397.5 million, or 15.5%, and information and other revenue of $127.4 million, or 13.3%.
The increase in direct premiums and escrow fees attributable to the title insurance and services segment for 2024 totaled $191.9 million, or 10.3%, which included increases from domestic residential refinance transactions, residential purchase transactions and domestic commercial transactions of $13.0 million, or 15.9%, $56.6 million, or 6.3% and $103.8 million, or 15.8%, respectively, in 2024, when compared to 2023.
The increase in direct premiums and escrow fees attributable to the title insurance and services segment for 2025 totaled $299.2 million, or 14.6%, which included increases from domestic commercial and residential refinance transactions of $241.4 million, or 31.7%, and $39.7 million, or 42.1%, respectively, in 2025 when compared to 2024.
Net investment losses of $38.2 million for 2023 were primarily attributable to losses recognized on sales of debt securities, partially offset by changes in the fair values of marketable equity securities.
Net investment losses of $38.2 million in 2023 were primarily attributable to losses recognized on sales of debt securities, partially offset by changes in the fair values of marketable equity securities. Direct operations in the title insurance and services segment are labor intensive; accordingly, a major expense component is personnel costs.
The increase in depreciation and amortization expense in 2024 from 2023 was primarily attributable to higher amortization of capitalized software from recently deployed digital settlement products, partially offset by lower purchase-related amortization. The increase in depreciation and amortization expense in 2023 from 2022 was primarily attributable to higher amortization of capitalized software.
The increases in depreciation and amortization expense in 2025 from 2024 and in 2024 from 2023 were primarily attributable to higher amortization of capitalized internal-use software from recently deployed digital settlement products, partially offset by lower amortization of purchase-related intangible assets. Insurers generally are not subject to state income or franchise taxes.
The provision in 2023 related to current year decreased by $86.9 million, or 35.0%, from 2022 as a result of decreases in title premiums and escrow fees in 2023 from 2022.
The provision in 2025 related to current year increased by $26.1 million, or 15.1%, from 2024 as a result of increases in title premiums and escrow fees in 2025 from 2024.
Pretax margins for the title insurance business reflect the high cost of performing the essential services required before insuring title, whereas the corresponding revenues are subject to regulatory and competitive pricing restraints. Due to the relatively high proportion of fixed costs in the title insurance business, pretax margins generally improve as closed order volumes increase.
The increase in 2024 from 2023 was primarily attributable to higher interest expense in the Company’s warehouse lending business. Pretax margins for the title insurance business reflect the high cost of performing the essential services required before insuring title, whereas the corresponding revenues are subject to regulatory and competitive pricing restraints.
The Company’s direct title operations closed 468,800, 455,500 and 695,900 domestic title orders during 2024, 2023 and 2022, respectively.
The Company’s direct title operations closed 531,900, 480,700 and 474,900 domestic title orders during 2025, 2024 and 2023, respectively.
In conducting its residential mortgage loan subservicing operations, the Company administers cash deposits on behalf of its clients. Cash deposits totaled $901.0 million and $830.5 million at December 31, 2024 and 2023, respectively, of which $606.5 million and $485.7 million, respectively, were held at FA Trust. The remaining deposits were held at third-party financial institutions.
Cash deposits totaled $1.6 billion and $901.0 million at December 31, 2025 and 2024, respectively, of which 44 $1.0 billion and $606.5 million, respectively, were held at FA Trust. The remaining deposits were held at third-party financial institutions.
The decrease in agent premiums in 2023 from 2022 was generally consistent with the 34.0% decrease in the Company’s direct premiums and escrow fees in the twelve months ended September 30, 2023 as compared with the twelve months ended September 30, 2022. 36 Information and other revenues primarily consist of revenues generated from fees associated with title search and related reports, title and other real property records and images, other non-insured settlement services and risk mitigation products and services.
Information and other revenues primarily consist of revenues generated from fees associated with title search and related reports, title and other real property records and images, other non-insured settlement services and risk mitigation products and services.
The Company’s noninsurance subsidiaries are subject to state income tax and do not pay premium tax. Accordingly, the Company’s total tax burden at the state level for the title insurance and services segment is composed of a combination of premium taxes and state income taxes.
Accordingly, the Company’s total tax burden at the state level for the title insurance and services segment is composed of a combination of premium taxes and state income taxes. Premium taxes as a percentage of title insurance premiums and escrow fees were 1.5% for 2025 and 1.4% for 2024 and 2023.
The Company’s debt to capitalization ratios were 30.8% and 28.6% at December 31, 2024 and 2023, respectively. The Company’s adjusted debt to capitalization ratios, excluding secured financings payable of $643.8 million and $553.3 million and accumulated other comprehensive loss of $496.4 million and $655.8 million at December 31, 2024 and 2023, were 22.2% and 20.2%, respectively. Investment portfolio.
The Company’s debt to capitalization ratios were 30.7% and 30.8% at December 31, 2025 and 2024, respectively. The Company’s adjusted debt to capitalization ratios, excluding secured financings payable of $906.5 million and $643.8 million at December 31, 2025 and 2024, were 21.9% and 23.9%, respectively. Investment portfolio.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

9 edited+0 added−0 removed8 unchanged
Biggest changeUnder this model, with all other factors held constant, the Company estimates that increases in interest rates of 100 and 200 basis points could cause the fair value of its debt securities portfolio (including investments in preferred stock) at December 31, 2024 to decrease by approximately $387.2 million, or 5.3%, and $752.9 million, or 10.3%, respectively, and at December 31, 2023 to decrease by approximately $337.1 million, or 4.7%, and $675.0 million, or 9.4%, respectively. 45 With respect to adjustable-rate debt, the Company is primarily exposed to the effects of changes in prevailing interest rates through its variable-rate credit facility and its interest bearing escrow deposit liabilities.
Biggest changeUnder this model, with all other factors held constant, the Company estimates that increases in interest rates of 100 and 200 basis points could cause the fair value of its debt securities portfolio (including investments in preferred stock) at December 31, 2025 to decrease by approximately $418.3 million, or 4.9%, and $834.1 million, or 9.8%, respectively, and at December 31, 2024 to decrease by approximately $387.2 million, or 5.3%, and $752.9 million, or 10.3%, respectively.
Assuming the full utilization of available funds under the facility of $900.0 million at December 31, 2024 and 2023, respectively, and assuming that the borrowings were outstanding for the entire year, increases of 50 and 100 basis points in the prevailing interest rate on the Company’s credit facility would result in increases in interest expense of $4.5 million and $9.0 million, respectively, for 2024 and 2023.
Assuming the full utilization of available funds under the facility of $900.0 million at December 31, 2025 and 2024, respectively, and assuming that the borrowings were outstanding for the entire year, increases of 50 and 100 basis points in the prevailing interest rate on the Company’s credit facility would result in increases in interest expense of $4.5 million and $9.0 million, respectively, for 2025 and 2024.
For further information on the credit quality of the Company’s debt securities portfolio at December 31, 2024, see Note 3 Debt Securities to the consolidated financial statements. 46
For further information on the credit quality of the Company’s debt securities portfolio at December 31, 2025, see Note 3 Debt Securities to the consolidated financial statements. 46
The Company also considers its investments in preferred stock to be exposed to interest rate risk. The fair values of the Company’s debt securities portfolio at December 31, 2024 and 2023 were $7.3 billion and $7.2 billion, respectively.
The Company also considers its investments in preferred stock to be exposed to interest rate risk. The fair values of the Company’s debt securities portfolio at December 31, 2025 and 2024 were $8.5 billion and $7.3 billion, respectively.
Assuming broad-based declines in equity market prices of 10% and 20%, with all other factors held constant, the fair value of the Company’s marketable equity securities portfolio at December 31, 2024 could decrease by $37.5 million and $74.9 million, respectively, and at December 31, 2023 could decrease by $42.5 million and $84.9 million, respectively.
Assuming broad-based declines in equity market prices of 10% and 20%, with all other factors held constant, the fair value of the Company’s marketable equity securities portfolio at December 31, 2025 could decrease by $46.8 million and $93.5 million, respectively, and at December 31, 2024 could decrease by $37.5 million and $74.9 million, respectively.
The Company’s interest bearing escrow and mortgage loan subservicing deposit liabilities totaled $2.6 billion and $2.5 billion at December 31, 2024 and 2023, respectively. These variable-rate customer savings accounts are subject to market rate fluctuations. The weighted-average interest rates were 1.89% and 1.52% for 2024 and 2023, respectively.
The Company’s interest bearing deposit liabilities totaled $3.0 billion and $2.6 billion at December 31, 2025 and 2024, respectively. These variable-rate customer savings accounts are subject to market rate fluctuations. The weighted-average interest rates were 1.84% and 1.89% for 2025 and 2024, respectively.
Assuming increases in interest rates of 25 and 50 basis points and that the deposit amounts at December 31, 2024 and 2023 were held constant for the entire year, interest expense for 2024 would be higher by $6.5 million and $13.0 million, respectively, and 2023 would be higher by $6.4 million and $12.7 million, respectively.
Assuming increases in interest rates of 25 and 50 basis points and that the deposit amounts at December 31, 2025 and 2024 were held constant for the entire year, interest expense for 2025 would be higher by $7.5 million and $15.0 million, respectively, and 2024 would be higher by $6.5 million and $13.0 million, respectively. 45 Equity Price Risk The Company is also subject to equity price risk related to its marketable equity securities portfolio.
Equity Price Risk The Company is also subject to equity price risk related to its marketable equity securities portfolio. The fair value of the Company’s marketable equity securities portfolio (excluding preferred stock of $12.1 million and $12.4 million) was $374.7 million and $424.5 million as of December 31, 2024 and 2023, respectively.
The fair value of the Company’s marketable equity securities portfolio (excluding preferred stock of $9.9 million and $12.1 million) was $467.7 million and $374.7 million as of December 31, 2025 and 2024, respectively.
As of December 31, 2024 and 2023, the Company had no outstanding borrowings under its credit facility.
With respect to adjustable-rate debt, the Company is primarily exposed to the effects of changes in prevailing interest rates through its variable-rate credit facility and its interest bearing escrow deposit liabilities. As of December 31, 2025 and 2024, the Company had no outstanding borrowings under its credit facility.

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