The Ledger

FAFFirst American Financial Corporation

Industry Housing volume Updated 27 Sep 2026 Price 23 Oct 2026

If management hits its targets, one share in 12 months

Held at $66.53

If management hits its targets

from IR material and Earnings Calls

What one share would be worth today and in 12, 24 and 36 months if the company does exactly what its management has promised, next to what a share costs now. Worked out from the targets management gave in its own results decks and earnings calls.

$65 → $67

Show the math

Today's multiple on 2025's adjusted title pre-tax income, held, plus what one line earns: the extra commercial revenue management says will make 2026 a record year above its 2022 peak, at the title margin the company itself publishes. Nothing else grows, because nothing else has a number. First American does not guide — no revenue, no earnings, no margin, no return on equity, for any year, in eight decks from 2021 to 2026 or in the Q3 2026 release — so this is the whole of what management's own words support. Cash is not deducted: the $1.7bn at Sep '26 stands behind a savings bank's $7.9bn of deposits and behind $1.1bn of claim reserves, and it is not shareholders' to take. Each figure management gave as a range is taken at its middle. From Oct 2027 nothing management has put a number on grows the business faster than its share count, so the figure is held where the arithmetic last had it; the arithmetic alone gives $66 at 36 months.

0$20$40$60$80Today (Oct 2026): $65, the market price$65TodayOct 202612 months (Oct 2027): $67 a share if management delivers; held at the earlier level, see the note$6712 monthsOct 202724 months (Oct 2028): $67 a share if management delivers; held at the earlier level, see the note$6724 monthsOct 202836 months (Oct 2029): $67 a share if management delivers; held at the earlier level, see the note$6736 monthsOct 2029
SharesTodayIn 12 monthsOct 2027In 24 monthsOct 2028In 36 monthsOct 2029
Past pace: the count is drifting upshares +0.9% a year as in the half to Jul '26 — $54M of buybacks in H1 '26 and $1M in Q3 did not hold the count$65$67103M sh · held$67103M sh · held$67103M sh · held
Show the math, step by step

How we got there: company value if the plan is delivered, minus debt, divided by all the shares, including the new ones they’d have to sell to pay for it.

  1. The multiple. Today's company value over the $849m of adjusted title segment pre-tax income management reported for 2025 — the last column of its own five-year reconciliation — which is about 9.6x, held unchanged in every year. It is a trailing multiple, because there is no guided year to strike a forward one on. Note what the two sides cover: the multiple is the whole company's value, the measure is the title segment alone, so the home warranty business and the trust bank sit in the price and not in the denominator.
  2. The compounding. One line: commercial direct revenue, $1,003m in 2025 against a record of $1,042m in 2022, which management says 2026 will beat. The low end is the $39m that makes it a record; the high end, $331m, is 2025 grown at the pace the first nine months of 2026 already reported — $883m against $664m, up 33%, after 40% in the first half and 21% in Q3 alone. That increment earns the adjusted title pre-tax margin management publishes, 9.9% at the 2023 trough to 12.2% in 2025. No deck or call states a commercial margin or any forward margin.
  3. Held. The record year is earned once, in 2026, and the share count keeps growing, so from October 2027 the arithmetic gives a little less than the bar before: $66 at 36 months. Nothing management has put a number on grows the business faster than its share count, so the figure is held where the arithmetic last had it, $67, and the arithmetic's own number is printed beside it.
  4. The arithmetic. (company value if delivered − net debt) ÷ shares. Today: $65 × 102.1M shares, with net debt of $1.5Bm — the $1,546.8m of notes and contracts payable at Sep '26 in the Q3 release, with no cash netted against it for the reason above. The count then grows from the 20 Jul 2026 count at 0.9% a year, the pace from the 10-K cover to the Q2 10-Q cover; there are no convertibles and no warrants, so 0M shares are added anywhere.

Promises vs. what happened

13 claims · 8 decks

Every target management put in a slide deck, and whether they hit it, missed it, or quietly dropped it.

PromiseMade inWhat happened
Investment income grows strongly from '22Q1 '22held: $348.1M in '22 against $181.4M, then $534.8MHeld
~$15-20M of income per 25bp Fed moveQ1 '22held through '23; the slide was cut from Summer '26Held
Investment income stays elevated in '25Q4 '24held: $587.6M against $526.9MHeld
Commercial rebounds after the '23 troughQ2 '23held: +16% then +32%Held
Commercial keeps growing through '25Q4 '24held: $1,003M, +32%Held
Dividend increases sustainable in perpetuityQ2 '21held; raised 11% to $2.44 in Q3 '26 after years of 2%Held
Return excess capital, dividends and buybacksQ2 '21held; $54M bought in H1 '26 and $1M in Q3Held
Grow profitable title market shareQ2 '21heldHeld
Investment income grows moderately in '26Q2 '26open — up 11% in nine months, "roughly flat" on the Q4 '25 callOpen
A record commercial year in '26Q2 '26open — $883M after nine months, needs $1,042MOpen
Commercial picks up in 2H '23Q1 '23missed: commercial revenue fell 37%Missed
A measured purchase-market recoveryQ4 '24missed: "at trough" by Summer '26Missed
Debt to capital of 18-20%Q2 '2121.5-23.9% every deck since mid-'23; 22.2% at Sep '26Missed

What they’re pitching

the headline page, deck by deck

The headline from each quarterly results deck over two years, so you can see what they want you to focus on, and when it changes.

Q2
'21
Q3
'21
Q1
'22
Q1
'23
Q2
'23
Q3
'23
Q4
'24
Q2
'26

Market positionPage one since Q2 '21

The agendaPage one since Q2 '21

Investment incomeFirst seen Q2 '21

CommercialFirst seen Q2 '21

PurchaseFirst seen Q2 '21

RefinanceFirst seen Q2 '21

TechnologyFirst seen Q2 '21

The bankFirst seen Q2 '21

Capital returnFirst seen Q2 '21

on the headline page further in the deck not in the deck▲ onto page one▼ off page one● first mentionTap a mark for the quote.

Market position (the fact slide)

Q2 '21 · headline page

“Insurance Segment23.3% Title Market Share 19,600”

Deck Investor Discussions Summer 2021 · p. 5 ·

Market position (the fact slide)

Q3 '21 · headline page

“Insurance Segment23.3% Title Market Share 19,600”

Deck Investor Discussions Fall 2021 · p. 5 ·

Market position (the fact slide)

Q1 '22 · headline page

“Insurance Segment23.1% Title Market Share 22,200”

Deck Investor Discussions Spring 2022 · p. 5 ·

Market position (the fact slide)

Q1 '23 · headline page

“25.1% Title Market Share 21,150”

Deck Investor Discussions Spring 2023 · p. 5 ·

Market position (the fact slide)

Q2 '23 · headline page

“25.1% Title Market Share 21,150”

Deck Investor Discussions Summer 2023 · p. 5 ·

Market position (the fact slide)

Q3 '23 · headline page

“25.1% Title Market Share 21,150”

Deck Investor Discussions Fall 2023 · p. 5 ·

Market position (the fact slide)

Q4 '24 · headline page

“Segment 25.2% Title Market Share 19,040”

Deck Investor Discussions Spring 2025 · p. 4 ·

Market position (the fact slide)

Q2 '26 · headline page

“Segment 25.9% Title Market Share 19,100”

Deck Investor Discussions Summer 2026 · p. 4 ·

How the agenda frames the cycle

Q2 '21 · headline page

“Favorable Market Conditions”

Deck Investor Discussions Summer 2021 · p. 4 ·

How the agenda frames the cycle

Q3 '21 · headline page

“Favorable Market Conditions”

Deck Investor Discussions Fall 2021 · p. 4 ·

How the agenda frames the cycle

Q1 '22 · headline page

“Market Conditions in Transition”

Deck Investor Discussions Spring 2022 · p. 4 ·

How the agenda frames the cycle

Q1 '23 · headline page

“Rising Interest Rates Present Opportunities and Challenges”

Deck Investor Discussions Spring 2023 · p. 4 ·

How the agenda frames the cycle

Q2 '23 · headline page

“Key Markets at Trough Levels Due to High Interest Rates”

Deck Investor Discussions Summer 2023 · p. 4 ·

How the agenda frames the cycle

Q3 '23 · headline page

“Key Markets at Trough Levels Due to High Interest Rates”

Deck Investor Discussions Fall 2023 · p. 4 ·

How the agenda frames the cycle

Q4 '24 · headline page

“Key Markets Currently Improving From Trough Levels”

Deck Investor Discussions Spring 2025 · p. 5 ·

How the agenda frames the cycle

Q2 '26 · headline page

“Growth in Commercial Outweighs Residential Weakness”

Deck Investor Discussions Summer 2026 · p. 5 ·

Investment income and rates

Q2 '21 · further in the deck

“Investment Income Now at Trough Levels 12”

Deck Investor Discussions Summer 2021 · p. 12 ·

Investment income and rates

Q3 '21 · further in the deck

“Investment Income Now at Trough Levels 12”

Deck Investor Discussions Fall 2021 · p. 12 ·

Investment income and rates

Q1 '22 · further in the deck

“Investment Income – Expect Strong Growth Ahead 12”

Deck Investor Discussions Spring 2022 · p. 12 ·

Investment income and rates

Q1 '23 · further in the deck

“Investment Income Expected to Remain Elevated in 2023 9”

Deck Investor Discussions Spring 2023 · p. 9 ·

Investment income and rates

Q2 '23 · further in the deck

“Investment Income Expected to Remain Elevated 12”

Deck Investor Discussions Summer 2023 · p. 12 ·

Investment income and rates

Q3 '23 · further in the deck

“Investment Income Expected to Remain Elevated 12”

Deck Investor Discussions Fall 2023 · p. 12 ·

Investment income and rates

Q4 '24 · further in the deck

“Investment Income Expected to Remain Elevated 13”

Deck Investor Discussions Spring 2025 · p. 13 ·

Investment income and rates

Q2 '26 · further in the deck

“Investment Income Expected to Grow Moderately This Year 11”

Deck Investor Discussions Summer 2026 · p. 11 ·

Commercial outlook

Q2 '21 · further in the deck

“Commercial Volumes Accelerating”

Deck Investor Discussions Summer 2021 · p. 11 ·

Commercial outlook

Q3 '21 · further in the deck

“Commercial Volumes Accelerating”

Deck Investor Discussions Fall 2021 · p. 11 ·

Commercial outlook

Q1 '22 · further in the deck

“Commercial Volumes Remain Elevated”

Deck Investor Discussions Spring 2022 · p. 11 ·

Commercial outlook

Q1 '23 · further in the deck

“Commercial Volumes Cooling After Record Year”

Deck Investor Discussions Spring 2023 · p. 12 ·

Commercial outlook

Q2 '23 · further in the deck

“Commercial Market Expected to Rebound After a Trough Year”

Deck Investor Discussions Summer 2023 · p. 11 ·

Commercial outlook

Q3 '23 · further in the deck

“Commercial Market Expected to Rebound After a Trough Year”

Deck Investor Discussions Fall 2023 · p. 11 ·

Commercial outlook

Q4 '24 · further in the deck

“Commercial Market Revenue Growth Expected to Continue”

Deck Investor Discussions Spring 2025 · p. 12 ·

Commercial outlook

Q2 '26 · further in the deck

“Commercial Market Revenue Growth Expected to Continue”

Deck Investor Discussions Summer 2026 · p. 10 ·

Purchase market

Q2 '21 · further in the deck

“Strong Growth in the Purchase Market 10”

Deck Investor Discussions Summer 2021 · p. 10 ·

Purchase market

Q3 '21 · further in the deck

“Strong Growth in the Purchase Market 10”

Deck Investor Discussions Fall 2021 · p. 10 ·

Purchase market

Q1 '22 · further in the deck

“Purchase Market Cooling Down 10”

Deck Investor Discussions Spring 2022 · p. 10 ·

Purchase market

Q1 '23 · further in the deck

“Purchase Market Showing Early Signs of Stabilization 11”

Deck Investor Discussions Spring 2023 · p. 11 ·

Purchase market

Q2 '23 · further in the deck

“Purchase Market Appears to Have Stabilized 10”

Deck Investor Discussions Summer 2023 · p. 10 ·

Purchase market

Q3 '23 · further in the deck

“Purchase Market Appears to Have Stabilized 10”

Deck Investor Discussions Fall 2023 · p. 10 ·

Purchase market

Q4 '24 · further in the deck

“Purchase Market Showing Early Signs of a Measured Recovery 11”

Deck Investor Discussions Spring 2025 · p. 11 ·

Purchase market

Q2 '26 · further in the deck

“Purchase Market at Trough due to Affordability Constraints 12”

Deck Investor Discussions Summer 2026 · p. 12 ·

Refinance

Q2 '21 · further in the deck

“Low Mortgage Rates Support Elevated Refinance Activity 9 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50%”

Deck Investor Discussions Summer 2021 · p. 9 ·

Refinance

Q3 '21 · further in the deck

“Low Mortgage Rates Support Elevated Refinance Activity 9 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50%”

Deck Investor Discussions Fall 2021 · p. 9 ·

Refinance

Q1 '22 · further in the deck

“Rising Mortgage Rates Bring an End to Refinance Boom 9 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50%”

Deck Investor Discussions Spring 2022 · p. 9 ·

Refinance

Q1 '23 · further in the deck

“Rising Mortgage Rates Drive Refinance to Trough Levels 10 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 4.00% 4.50%”

Deck Investor Discussions Spring 2023 · p. 10 ·

Refinance

Q2 '23 · further in the deck

“High Mortgage Rates Cause Refinance to Settle at Trough Levels 9 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 4.00% 4.50% 5.00%”

Deck Investor Discussions Summer 2023 · p. 9 ·

Refinance

Q3 '23 · further in the deck

“High Mortgage Rates Cause Refinance to Settle at Trough Levels 9 0.00% 1.00% 2.00% 3.00% 4.00% 5.00% 6.00%”

Deck Investor Discussions Fall 2023 · p. 9 ·

Refinance

Q4 '24 · further in the deck

“Refinance Modestly Improving as Mortgage Rates Decline 10 0.00% 1.00% 2.00% 3.00% 4.00% 5.00% 6.00%”

Deck Investor Discussions Spring 2025 · p. 10 ·

Refinance

Q2 '26 · further in the deck

“Refinance to Remain Weak Given Current Mortgage Rates 13 0.00% 1.00% 2.00% 3.00% 4.00% 5.00% 6.00%”

Deck Investor Discussions Summer 2026 · p. 13 ·

Data, title automation and technology

Q2 '21 · further in the deck

“Achieve market-leading title automation”

Deck Investor Discussions Summer 2021 · p. 16 ·

Data, title automation and technology

Q3 '21 · further in the deck

“Achieve market-leading title automation”

Deck Investor Discussions Fall 2021 · p. 16 ·

Data, title automation and technology

Q1 '22 · further in the deck

“Achieve market-leading title automation”

Deck Investor Discussions Spring 2022 · p. 16 ·

Data, title automation and technology

Q1 '23 · further in the deck

“Achieve market-leading title automation”

Deck Investor Discussions Spring 2023 · p. 16 ·

Data, title automation and technology

Q2 '23 · further in the deck

“Achieve market-leading title automation”

Deck Investor Discussions Summer 2023 · p. 16 ·

Data, title automation and technology

Q3 '23 · further in the deck

“Achieve market-leading title automation”

Deck Investor Discussions Fall 2023 · p. 16 ·

Data, title automation and technology

Q4 '24 · further in the deck

“Leverage data to achieve market leading title automation”

Deck Investor Discussions Spring 2025 · p. 17 ·

Data, title automation and technology

Q2 '26 · further in the deck

“Endpoint and Sequoia technology platforms in early stages of rollout”

Deck Investor Discussions Summer 2026 · p. 16 ·

Bank and interest income

Q2 '21 · further in the deck

“Provide banking services to our agents to improve their risk profile and our returns”

Deck Investor Discussions Summer 2021 · p. 15 ·

Bank and interest income

Q3 '21 · further in the deck

“Provide banking services to our agents to improve their risk profile and our returns”

Deck Investor Discussions Fall 2021 · p. 15 ·

Bank and interest income

Q1 '22 · further in the deck

“Provide banking services to our agents to improve their risk profile and our returns”

Deck Investor Discussions Spring 2022 · p. 15 ·

Bank and interest income

Q1 '23 · further in the deck

“Provide banking services to agents and servicers to improve their risk profile and our returns”

Deck Investor Discussions Spring 2023 · p. 15 ·

Bank and interest income

Q2 '23 · further in the deck

“Provide banking services to agents and servicers to improve their risk profile and our returns”

Deck Investor Discussions Summer 2023 · p. 15 ·

Bank and interest income

Q3 '23 · further in the deck

“Provide banking services to agents and servicers to improve their”

Deck Investor Discussions Fall 2023 · p. 15 ·

Bank and interest income

Q4 '24 · further in the deck

“Provide banking services to agents and servicers to improve their”

Deck Investor Discussions Spring 2025 · p. 16 ·

Bank and interest income

Q2 '26 · further in the deck

“Provide banking services outside our direct title business to ServiceMac, our mortgage subservicer, 1031 exchange clients and title agents”

Deck Investor Discussions Summer 2026 · p. 16 ·

Capital return

Q2 '21 · further in the deck

“Return excess capital to shareholders through dividends and share repurchases”

Deck Investor Discussions Summer 2021 · p. 19 ·

Capital return

Q3 '21 · further in the deck

“Return excess capital to shareholders through dividends and share repurchases”

Deck Investor Discussions Fall 2021 · p. 19 ·

Capital return

Q1 '22 · further in the deck

“Return excess capital to shareholders through dividends and share repurchases”

Deck Investor Discussions Spring 2022 · p. 19 ·

Capital return

Q1 '23 · further in the deck

“Return excess capital to shareholders through dividends and share repurchases”

Deck Investor Discussions Spring 2023 · p. 19 ·

Capital return

Q2 '23 · further in the deck

“Return excess capital to shareholders through dividends and share repurchases”

Deck Investor Discussions Summer 2023 · p. 19 ·

Capital return

Q3 '23 · further in the deck

“Return excess capital to shareholders through dividends and share repurchases”

Deck Investor Discussions Fall 2023 · p. 19 ·

Capital return

Q4 '24 · further in the deck

“Return excess capital to shareholders through dividends and share repurchases”

Deck Investor Discussions Spring 2025 · p. 20 ·

Capital return

Q2 '26 · further in the deck

“Return excess capital to shareholders through dividends and share repurchases”

Deck Investor Discussions Summer 2026 · p. 20 ·

What they keep talking about · 11

The themes that show up deck after deck, and the ones that disappear.

Market position
The same fact slide opens all five 2023-26 decks: number one or two in title, share by state, the claims record. Unchanged in three years.
The agenda
Rates led the markets section in 2023; commercial is the first market slide in Summer '26, with a record-year call on it. The ordering is the forecast.
Investment income
In all five. Elevated in 2023 and 2025 as promised ($534.8M and $587.6M). The "$15-20M per 25bp" sensitivity that made it checkable is gone from the latest deck.
Commercial
In all five, and the only line with figures: $658M in the trough year, then +16%, +32%, and $585M in the first half of 2026 against $418M. The Q3 release added $297M, up 21%, the slowest quarter of the year.
Purchase
A "measured recovery" in Spring '25 that had become "at trough" by Summer '26 — the clearest miss in the set.
Refinance
In all five as a rate-dependent option, never as a forecast with a number.
Technology
Endpoint and Sequoia, "in the early stages of rollout" across four years of decks, with no adoption figure, no cost and no saving attached.
The bank
First American Trust and its $7.9bn of deposits, in all five, as the vehicle that earns the escrow float.
Capital return
In all five. The dividend "sustainable in perpetuity" has held — but the payout ratio was rebased from GAAP to adjusted EPS, and the $300M buyback authorised in July '25 was still unused at the year end. The Q3 '26 release raised the dividend 11%, the first raise above 2% since 2022, and bought back $1M.
New
Summer '26: the adjusted title pre-tax reconciliation, five years of it on one slide — the table this page's multiple is struck on, and the first time the margin series was published this way.
Quiet
The Fed rate sensitivity dropped. The GAAP payout ratio replaced by an adjusted one. The 18-20% debt-to-capital target still printed while the actual ran 21.5-23.9%, and 22.2% at Sep '26. And no 2024 deck exists at all.
Every quarterly report we’ve saved · 9

The press releases and shareholder letters behind this page.

Archived as text; the links open the copies filed on EDGAR or the investor-relations site.

What analysts asked them

7 calls · Q3 24 – Q2 26

The last eight earnings calls: what analysts kept asking about, which questions got dodged, and how much the CEO did the talking.

Share of questions by topic, call by call. A topic that suddenly dominates is usually the problem. The last row is how much of the answering the CEO did, rather than the CFO or others.

Share of questions about…Q3 24Q4 24Q1 25Q2 25Q3 25Q4 25Q2 26
Demand & customers11%4%19%9%26%25%8%
Growth & sales22%33%12%·5%50%23%
Pricing & margins17%25%12%18%11%25%·
Guidance & outlook6%12%6%18%11%·8%
Capacity & supply·4%6%···23%
Capital & financing··6%9%11%··
Competition···9%5%25%·
Products & technology6%4%·9%16%··
Macro & regulation11%·12%9%5%·8%
Other56%38%50%27%32%25%54%
Questions1824161119413
How much the CEO talked29%71%73%84%81%83%68%

Who’s in charge, who’s selling

read from the filings · 25 Oct 2026

Shareholder votes against the board and pay, plus which executives have been selling their own shares.

  1. Tier 1 · stable

    The chief executive was terminated without cause two months after signing a new contract, and no filing says why

    On 2025-04-15 the company announced that Kenneth DeGiorgio "ceased to serve as Chief Executive Officer and a member of the Board" effective 2025-04-10, his "employment was terminated without cause". His employment agreement was dated 2025-02-18. He received $7,390,000 of severance, 120,540 restricted units worth $7,545,804 continuing to vest to 2026-04-24, and service credit on 30,825 performance units. Dennis Gilmore, chief executive 2010-2022, returned as executive chairman; Mark Seaton, chief financial officer since 2013, was promoted the same day. No reason has been given in any filing read.

  2. Tier 2 · improving

    Three of eleven directors are not independent, and the lead independent director is a former chairman and chief executive

    Parker Kennedy, 78, is "chairman emeritus and lead independent director": chairman 2010-2022, executive chairman 2010-2012, chairman and chief executive of the predecessor company 2003-2010, "over 40 years" of association, chair of the executive committee, and holder of 2,718,238 shares (2.7%) of which 2,165,546 sit in a family partnership that cannot sell without unanimous limited-partner consent. The executive chairman is also a former chief executive, and a third director chaired a wholly-owned subsidiary until 2023. Holders registered it: 17.7% against Kennedy and 17.9% against Gilyard in 2025.

  3. Tier 2 · worsening

    No guidance of any kind, the one numeric target missed since 2023, and the margin path declined twice running

    "We did not give guidance", the chief accounting officer answered on the Q4 2025 call. Eight Investor Discussions decks from 2021 to 2026 carry no revenue, earnings, margin or return guide for any year, and the company publishes no quarterly results deck at all. The one financial target it ever set — debt to capital of 18-20% excluding secured financings — has run at 21.5-23.9% in every deck since mid-2023. The "$15-20m per 25bp" rate sensitivity was dropped in Summer 2026 and the payout ratio was rebased from GAAP (168%) to adjusted EPS (51%). On the Q1 2026 call the title-margin decomposition was not given; on the Q2 2026 call quantifying the full-year margin was refused outright.

  4. Tier 3 · improving

    Holders voted for simple majority rule; a year later the board put declassification and the supermajority repeal on the ballot itself

    A non-binding simple-majority proposal carried 71,492,555 to 11,620,399 at the 2025 meeting. At the 2026 meeting the board itself proposed binding certificate amendments to eliminate the supermajority requirements (87,670,335 to 371,495) and to declassify the board with phased-in annual elections (87,742,812 to 171,633) — over 99% of votes cast each — and the bylaws were restated effective 2026-05-14. The qualification: the 2025 meeting also approved officer exculpation, 75,266,632 to 7,845,982, the one change of the three that narrows what a shareholder can do.

  5. Tier 3 · stable

    A quarter of the auditor's fees are non-audit, and insider selling is negligible but unplanned

    PwC billed $6,859,258 of audit fees for 2025 plus $1,783,925 of audit-related, $371,581 of tax and $31,000 of other — 24% of the total outside the audit, mostly procedures on internal-controls reports for a group containing a bank and insurance underwriters. Ratified with 0.96% against. Insider selling over seven months was $1.11m across three people, none of it under a 10b5-1 plan, with no purchases; the chief executive and executive chairman sold nothing. Margin accounts, pledging, short sales and option contracts in company stock are all prohibited.

Where shareholders voted no

At each annual meeting shareholders vote on who sits on the board, what the executives are paid and whether the company may create more shares. These are the votes that drew the most "no"s at the last two meetings: the shares voted against (or withheld) each year, then what share of all votes cast that was. Under each one, what the vote was about and what a no means.

20252026Share 2026
Advisory vote on executive compensationExecutive pay. Shareholders say whether they accept what the top executives were paid. The vote is advisory: the board can ignore it, but a large no is a public rebuke and boards usually change the pay plan after one.2.72M against2.20M against3.3% → 2.5%
Kennedy (lead independent director)A board seat. Shareholders vote to keep this person on the board, the group that hires, pays and can fire the CEO. A no, or a withheld vote, says they want this director out, often because of the committee they sit on or a decision they signed off.14.74M against—17.7% in '25
Gilyard (governance committee)A board seat.14.92M against—17.9% in '25
Wahl (governance committee)A board seat.—8.14M against9.2% in '26
Holder proposal: simple-majority votingLower the bar to change the rules. Some changes need a supermajority, often two-thirds or more of all shares, which lets a minority block them. A simple-majority rule gives ordinary shareholders more say. Here the number is the votes for it.71.5M for—carried in '25
Board proposal: repeal the supermajority provisionsLower the bar to change the rules.—0.37M against99.6% for
Board proposal: declassify the boardElect the whole board every year. Where only a third of the directors stand each year, it takes three years to replace the board. Annual elections make every seat answerable to shareholders every year, so shareholders gain power; a no keeps the board harder to remove. Here the number is the votes for it.—0.17M against99.8% for
Officer exculpation amendmentShielding executives from lawsuits. A change to the company's rulebook so that officers cannot be sued personally by shareholders for careless (not dishonest) decisions. Shareholders give up some of their power to hold executives to account; a no keeps it.7.85M against—9.4% in '25
Ratify PricewaterhouseCoopersThe auditor. Keeping the outside accounting firm that checks the company's books. This almost always passes; a sizeable no means shareholders doubt the audit or think the firm has been in place too long.0.79M against0.91M against0.96% in '26

Insiders who sold the most stock

Reported sales by executives and directors, biggest first.

Form 4s, Mar-Sep 2026SoldNote
McCarthy, director and governance chair$0.47M6,630 shares on 24 Apr at $70.59, not under a plan; 24,024 held after
Cornehl, chief legal officer$0.40M5,823 shares on 5 May at $68.63, not under a plan; 29,635 held after
Adams, chief accounting officer$0.24M3,253 shares on 24 Jul at $74.99, not under a plan; 10,234 held after
Seaton and Gilmorenonethe chief executive and executive chairman sold nothing; Gilmore holds 462,346 shares