The First American Financial Corporation 2020 Incentive Compensation Plan (the “Incentive Compensation Plan”), permits the granting of stock options, stock appreciation rights, restricted stock, RSUs, PRSUs, performance shares and other stock-based awards. Eligible participants, which include the Company’s directors and officers, as well as other employees, may elect to defer the distribution of their RSUs to a future date beyond the scheduled vesting date. In March 2023, the Company’s board of directors approved an amendment and restatement of the Incentive Compensation Plan, which increased the maximum number of shares of company common stock available for grant from 4.3 million to 6.5 million. At December 31, 2024, 2.1 million shares of common stock remain available to be issued by the Company, subject to certain annual limits based on the type of award granted. The Company settles its equity awards with authorized but unissued shares of its common stock. The Incentive Compensation Plan terminates 10 years from its effective date unless canceled earlier by the Company’s board of directors.

The First American Financial Corporation 2010 Employee Stock Purchase Plan (the “ESPP”), as amended and restated, allows eligible employees the option to purchase common stock of the Company at 85% of the lower of the closing price on either the first or last day of each quarterly offering period. There were 0.5 million, 0.5 million, and 0.6 million shares issued in connection with this plan for the years ended December 31, 2024, 2023 and 2022, respectively. The plan terminates on July 1, 2032. At December 31, 2024, there were 8.0 million shares reserved for future issuances.

The following table summarizes the costs associated with the Company’s share-based compensation plans:


	Year ended December 31,
	2024		2023		2022
	(in millions)
Expense:
RSUs	$	40.2	$	38.4	$	57.9
PRSUs		5.6		4.5		2.8
Employee stock purchase plan		6.2		6.2		6.6
	$	52.0	$	49.1	$	67.3

The following table summarizes RSU and PRSU activity for the year ended December 31, 2024:


(in millions, except weighted-average grant-date fair value)	Shares			Weighted-average grant-date fair value
Unvested at December 31, 2023		1.0		$	64.19
Granted during 2024		0.9			58.91
Vested during 2024		(0.7	)		60.44
Unvested at December 31, 2024		1.2		$	62.37

As of December 31, 2024, there was $38.1 million of total unrecognized compensation cost related to unvested RSUs and PRSUs that is expected to be recognized over a weighted-average period of 2.0 years. The weighted-average grant-date fair values of RSUs and PRSUs for the years ended December 31, 2024, 2023, and 2022 was $58.91, $63.73 and $67.65, respectively. The total fair values of shares distributed for the years ended December 31, 2024, 2023 and 2022 were $55.1 million, $62.7 million and $57.2 million, respectively. At December 31, 2024, 0.7 million shares were vested but not distributed.