First Advantage Announces Launch of Secondary Offering of Common Stock

Rhea-AI Summary

First Advantage (NASDAQ: FA) announced that investment funds affiliated with Silver Lake Group intend to sell 12,500,000 First Advantage common shares in an underwritten secondary offering under an effective Form S-3 registration statement. The company is not selling shares and will receive no proceeds; all proceeds go to the selling stockholder. J.P. Morgan Securities is acting as underwriter, and the selling stockholder agreed to a 30-day lock-up, while up to 4,200,000 additional shares may be distributed to its limited partners outside the lock-up.

Positive

• None.

Negative

• First Advantage receives no proceeds from the 12,500,000-share secondary sale

Market Reaction – FA

-8.18% $21.66

15m delay

-8.18% Vs previous close

$21.66 Last Price

$21.60 $25.65 Day Range

$3.72B Market Cap

1.4x Rel. Volume

Following this news, FA has declined 8.18%, reflecting a notable negative market reaction. Our momentum scanner has triggered 4 alerts so far, indicating moderate trading interest and price volatility. The stock is currently trading at $21.66.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Market Context

FA's recent news record included a 17.32% earnings reaction and a -5.49% recognition reaction, showi...

Analysis

FA's recent news record included a 17.32% earnings reaction and a -5.49% recognition reaction, showing varied outcomes. For this resale, the effective S-3ASR shelf adds registration context, while insider data showed Net Selling as a risk factor to monitor.

Key Figures

Secondary offering size: 12,500,000 shares Selling stockholder lock-up: 30 days Shares distributed outside lock-up: Up to 4,200,000 shares

3 metrics

Secondary offering size 12,500,000 shares Underwritten secondary offering

Selling stockholder lock-up 30 days Lock-up agreement with the underwriter

Shares distributed outside lock-up Up to 4,200,000 shares Distribution to limited partners around closing

Historical Context

5 past events · Latest: Aug 06 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Aug 06	2Q26 earnings report	Positive	+17.3%	Record revenue, improved profitability, debt repayment, repurchases, and raised full-year guidance
Jul 21	Company recognition	Positive	-5.5%	TIME recognized FA as the leading background screening and identity verification company
Jul 16	Earnings date notice	Neutral	+5.4%	Company scheduled second-quarter results and an investor conference call for August 6
Jun 11	Index inclusion	Positive	+6.0%	FA was scheduled to join the S&P SmallCap 600 before market open
May 08	Conference participation	Neutral	+1.3%	Management announced participation in four investor conferences during May and June

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

FA's positive earnings and index-related announcements aligned with gains, while the company-recognition announcement diverged with a negative reaction.

Key Terms

underwritten secondary offering, lock-up agreement, form s-3, prospectus supplement

4 terms

underwritten secondary offering financial

"intends to offer for sale in an underwritten secondary offering 12,500,000 shares"

An underwritten secondary offering is when existing shareholders sell a block of already-issued shares and an investment bank agrees to buy and resell them to the public, guaranteeing the sale will go through. Think of it as a store owner pre-selling a large shipment to a wholesaler who then sells it to customers; for investors, it can increase the number of shares available, affect short-term price pressure, and signal that insiders are taking profits or diversifying holdings.

lock-up agreement financial

"has entered into a 30-day lock-up agreement with the underwriter"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

form s-3 regulatory

"A registration statement on Form S-3 relating to these securities"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"made only by means of a prospectus supplement and accompanying prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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ATLANTA, Aug. 10, 2026 (GLOBE NEWSWIRE) -- First Advantage Corporation (“First Advantage”) (NASDAQ: FA), a global software and data company providing comprehensive, end-to-end identity solutions, criminal background screening, credential verifications, drug and health screening, and continuous risk monitoring, today announced that certain investment funds of Silver Lake Group, L.L.C. and its affiliates (the “Selling Stockholder”) intends to offer for sale in an underwritten secondary offering 12,500,000 shares of common stock of First Advantage pursuant to a registration statement filed by First Advantage with the U.S. Securities and Exchange Commission (the “SEC”). The underwriter proposes to offer the shares of common stock to the public at a fixed price, which may be changed at any time without notice. First Advantage is not selling any shares and will not receive any proceeds from the sale of shares in the offering by the Selling Stockholder. The Selling Stockholder will receive all of the proceeds from this offering.

The Selling Stockholder has entered into a 30-day lock-up agreement with the underwriter. In connection with the offering, the Selling Stockholder will distribute up to 4,200,000 shares of First Advantage’s common stock to its limited partners on or about the date of closing of the offering, which are not subject to the lock-up. None of the directors and officers of First Advantage will be subject to any lock-up with the underwriter.

J.P. Morgan Securities LLC is acting as the underwriter for the offering. A registration statement on Form S-3 relating to these securities has been filed with the SEC and has become effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

The offering may be made only by means of a prospectus supplement and accompanying prospectus. Copies of the prospectus supplement and accompanying prospectus may be obtained by contacting: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com. You may also obtain these and the other documents referred to above for free by visiting the SEC’s website at www.sec.gov.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, our operations and financial performance. Forward-looking statements include all statements that are not historical facts. These forward-looking statements relate to matters such as our industry, business strategy, goals, and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources, and other financial and operating information. In some cases, you can identify these forward-looking statements by the use of words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek,” “foreseeable,” “target,” “guidance,” the negative version of these words, or similar terms and phrases.

These forward-looking statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Such risks and uncertainties include, but are not limited to, risks and uncertainties associated with the consummation of the offering and other risks described under the heading “Risk Factors” included in First Advantage’s registration statement relating to the securities described herein, in First Advantage’s Annual Report on Form 10-K for the year ended December 31, 2025 and any subsequent filings with the SEC. Such factors may be updated from time to time in our filings with the SEC, which are or will be accessible on the SEC’s website at www.sec.gov. The forward-looking statements included in this press release are made only as of the date of this press release, and we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.

About First Advantage

First Advantage (NASDAQ: FA) is a global software and data company. We provide comprehensive, end-to-end identity solutions, criminal background screening, credential verifications, drug and health screening, and continuous risk monitoring. Combining AI-powered proprietary technology platforms with proprietary data, primary source data, and third-party data, we help organizations hire with confidence and manage risk across the entire employee lifecycle. With over 80,000 customers worldwide – including approximately two-thirds of the Fortune 100 – we deliver fast, comprehensive and reliable solutions for employers, their candidates, and their employees. We conduct more than 200 million screens annually across over 200 countries and territories, supported by our verticalized go-to-market strategy, decades of experience, and proprietary databases containing over 1 billion records.

Investor Contact

Stephanie Gorman
Vice President, Investor Relations
Investors@fadv.com
(678) 868-4151

FAQ

What did First Advantage (NASDAQ: FA) announce on August 10, 2026 about its common stock?

First Advantage announced that Silver Lake-affiliated funds intend to sell 12,500,000 shares of its common stock in an underwritten secondary offering. According to First Advantage, the sale uses an effective Form S-3 registration statement filed with the U.S. Securities and Exchange Commission.

Is First Advantage (FA) issuing new shares in the August 2026 secondary offering?

No, First Advantage is not issuing new shares in this transaction. According to First Advantage, only the Silver Lake-affiliated selling stockholder is offering 12,500,000 existing common shares, and the company will not receive any of the proceeds from this secondary sale.

Will First Advantage (NASDAQ: FA) receive any proceeds from the Silver Lake secondary offering?

First Advantage will not receive any proceeds from this offering. According to First Advantage, all cash from selling the 12,500,000 common shares will go to the Silver Lake-affiliated selling stockholder, since the company itself is not selling any shares in the transaction.

What lock-up terms apply to the First Advantage (FA) secondary offering announced in August 2026?

The selling stockholder agreed to a 30-day lock-up with the underwriter. According to First Advantage, up to 4,200,000 shares will also be distributed to the selling stockholder’s limited partners at closing, and those distributed shares are not subject to the lock-up agreement.

Are First Advantage (FA) directors and officers subject to a lock-up in this secondary offering?

First Advantage directors and officers are not subject to any lock-up with the underwriter. According to First Advantage, only the Silver Lake-affiliated selling stockholder entered into a 30-day lock-up, while company insiders were not included in this restriction.

Who is underwriting the First Advantage (NASDAQ: FA) 12,500,000-share secondary offering?

J.P. Morgan Securities LLC is acting as the underwriter for this secondary offering. According to First Advantage, J.P. Morgan will offer the common shares to the public at a fixed price, which the underwriter may change at any time without prior notice.