First Advantage Announces Launch of Secondary Offering of Common Stock

The secondary sale provides no proceeds to First Advantage and includes no shares sold by the company.

Rhea-AI Summary

First Advantage (FA) announced a planned underwritten secondary offering of 15,000,000 common shares by certain Silver Lake funds and affiliates. The underwriters propose to sell the shares to the public at a fixed price. First Advantage is not selling shares and will receive no proceeds; all proceeds will go to the selling stockholder.

The selling stockholder entered into a 30-day lock-up agreement and will distribute up to 5,300,000 shares to its limited partners on or about the offering's closing date. Those distributed shares are excluded from the lock-up. First Advantage's directors and officers will not be subject to any lock-up with the underwriters. Barclays Capital and J.P. Morgan Securities are underwriting the offering.

Positive

• Minor pointThe selling stockholder entered into a 30-day lock-up agreement, excluding shares distributed to limited partners.

Negative

• Minor point. Forward-looking: it has not happened yet and may not happen.Up to 5,300,000 shares will be distributed to limited partners around closing without lock-up restrictions.
• Minor point. Forward-looking: it has not happened yet and may not happen.Directors and officers will not be subject to any lock-up with the underwriters.

Key Figures

Offering shares: 15,000,000 shares Lock-up period: 30 days Shares distributed outside lock-up: Up to 5,300,000 shares

Offering shares

15,000,000 shares

Common stock offered by the selling stockholder

Lock-up period

30 days

Selling stockholder agreement with the underwriters

Shares distributed outside lock-up

Up to 5,300,000 shares

Distribution to the selling stockholder's limited partners

Previous Offering Reports

2 past events · Latest: Aug 10

Same Type 2 events

1. Aug 10

   Secondary offering launch

   24h Move

   -10.3%

   Silver Lake proposed 12.5 million shares; First Advantage would receive no proceeds.

2. Aug 11

   Secondary offering pricing

   24h Move

   -10.3%

   The offering was priced at $22.20 per share for 12.5 million shares.

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

Key Terms

secondary offering, lock-up agreement, registration statement, form s-3

4 terms

secondary offering financial

"in an underwritten secondary offering 15,000,000 shares of common stock"

A secondary offering is when a company sells new shares of its stock to the public after its initial sale. This allows existing shareholders or the company itself to raise additional money. For investors, it can impact the stock’s price by increasing the total number of shares available, which may influence the stock’s value and how the market perceives the company’s financial health.

View in glossary

lock-up agreement financial

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

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.

registration statement regulatory

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

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

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.

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

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ATLANTA, Nov. 09, 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 15,000,000 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 underwriters propose to offer the shares of common stock to the public at a fixed price. 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 underwriters. In connection with the offering, the Selling Stockholder will distribute up to 5,300,000 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 underwriters.

Barclays Capital Inc. and J.P. Morgan Securities LLC are acting as the underwriters 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: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-888-603-5847 or by e-mail at barclaysprospectus@broadridge.com or 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many First Advantage shares is Silver Lake offering, and who receives the proceeds?

Certain Silver Lake funds and affiliates intend to offer 15,000,000 shares of First Advantage common stock and will receive all proceeds. First Advantage is not selling any shares and will receive no proceeds from the offering.