First Advantage Announces Pricing of Secondary Offering of Common Stock

Rhea-AI Summary

First Advantage (NASDAQ: FA) announced the pricing of a previously disclosed underwritten secondary offering of 12,500,000 common shares by investment funds of Silver Lake at $22.20 per share. First Advantage is not selling shares and will not receive proceeds; all proceeds go to the selling stockholder.

The deal is expected to close on or about August 12, 2026, subject to customary conditions. The selling stockholder agreed to a 30-day lock-up with the underwriter, but plans to distribute up to 4,200,000 additional shares to its limited partners that are not subject to this lock-up. J.P. Morgan Securities is the sole underwriter.

Positive

• No dilution: company is not issuing new shares or receiving proceeds
• 12.5M shares secondary offering fully covered by existing shareholder
• Effective S-3 registration provides shelf access for registered resales

Negative

• Large block sale of 12.5M shares by major shareholder
• Company receives no cash proceeds from this secondary offering
• Up to 4.2M shares distributed to limited partners are not locked up

Market Reaction – FA

-10.98% $21.00 384.1x vol

15m delay

-10.98% Vs previous close

$21.00 Last Price

$20.78 $22.40 Day Range

$3.67B Market Cap

384.1x Rel. Volume

Following this news, FA has declined 10.98%, reflecting a significant negative market reaction. Our momentum scanner has triggered 7 alerts so far, indicating moderate trading interest and price volatility. The stock is currently trading at $21.00. Trading volume is exceptionally heavy at 384.1x the average, suggesting significant selling pressure.

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

Market Context

The stock is down -8.9% following this news. FA's TIME 2026 recognition was followed by a -5.49% 24-...

Analysis

The stock is down -8.9% following this news. FA's TIME 2026 recognition was followed by a -5.49% 24-hour move. The effective S-3ASR also covers resale activity, while recent insider data showed Net Selling, adding relevant supply-side context.

Key Figures

Shares offered: 12,500,000 shares Offering price: $22.20 per share Expected closing: August 12, 2026 +2 more

5 metrics

Shares offered 12,500,000 shares Secondary offering by the Selling Stockholder

Offering price $22.20 per share Price to the public

Expected closing August 12, 2026 Subject to customary closing conditions

Lock-up period 30-day lock-up Selling Stockholder agreement with the underwriter

Distributed shares Up to 4,200,000 shares Shares distributed to limited partners and not subject to lock-up

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, raised full-year guidance, debt prepayments, and share repurchases
Jul 21	Corporate recognition	Positive	-5.5%	TIME named First Advantage number one in background screening and identity verification
Jul 16	Earnings scheduling notice	Neutral	+5.4%	Company scheduled second-quarter results and investor conference call for August 6
Jun 11	Index inclusion	Positive	+6.0%	First Advantage was set to join the S&P SmallCap 600 effective June 16
May 08	Investor conferences	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 recent positive operating and index-related announcements were generally followed by gains, while a corporate recognition announcement diverged with a decline.

Key Terms

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

4 terms

secondary offering financial

"announced the pricing of the previously announced underwritten secondary offering"

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

"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.

underwritten financial

"the previously announced underwritten secondary offering"

Underwritten means a financial firm has agreed to buy an entire new securities issue from an issuer and then resell it to investors, guaranteeing the issuer will receive the expected proceeds. Think of it like a retailer agreeing to purchase a whole shipment from a manufacturer so the maker is paid up front; for investors, an underwrite signals that professionals back the offering and that the sale is staged and priced by market intermediaries, which affects perceived risk and availability.

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

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ATLANTA, Aug. 11, 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 the pricing of the previously announced underwritten secondary offering by certain investment funds of Silver Lake Group, L.L.C. and its affiliates (the “Selling Stockholder”) of 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”), at a price to the public of $22.20 per share. 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 offering is expected to close on or about August 12, 2026, subject to customary closing conditions.

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 is First Advantage (NASDAQ: FA) announcing in its August 11, 2026 secondary offering?

First Advantage announced a priced secondary offering of 12,500,000 common shares at $22.20 each by Silver Lake funds. According to First Advantage, the company is not selling any shares and will not receive proceeds; all proceeds go to the selling stockholder.

What is the price and size of the First Advantage (FA) secondary offering?

The secondary offering is for 12,500,000 First Advantage common shares at a price of $22.20 per share. According to First Advantage, all shares are being sold by Silver Lake-affiliated funds under an effective SEC registration statement on Form S-3.

Does First Advantage receive any proceeds from the August 2026 FA secondary stock offering?

First Advantage will not receive any proceeds from this secondary offering. According to First Advantage, all 12,500,000 shares are being sold by the Silver Lake selling stockholder, which will receive all of the offering’s cash proceeds instead of the company.

When is the First Advantage (NASDAQ: FA) secondary offering expected to close?

The secondary offering is expected to close on or about August 12, 2026. According to First Advantage, the closing remains subject to customary closing conditions typically required in underwritten public offerings of common stock in the United States.

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

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

Who is underwriting the First Advantage (FA) secondary offering priced at $22.20 per share?

J.P. Morgan Securities LLC is acting as the underwriter for this secondary offering. According to First Advantage, the offering is being conducted under an effective Form S-3 registration statement, with sale documents available via a prospectus supplement and accompanying prospectus.

Are First Advantage officers or directors subject to a lock-up in the August 2026 FA offering?

First Advantage’s directors and officers are not subject to any lock-up with the underwriter for this offering. According to First Advantage, only the selling stockholder has entered into the 30-day lock-up agreement tied to this secondary sale.