FIRST ADVANTAGE CORP SEC Filings

First Advantage Corp filed an initial beneficial ownership statement for Sharon Binger, who serves as a director of the company and is a Managing Director at Silver Lake. The filing notes that certain Silver Lake affiliates have separately reported any securities of First Advantage they may be deemed to beneficially own, and that Ms. Binger disclaims beneficial ownership of any such securities held by those affiliates.

T. Rowe Price Associates, Inc. filed Amendment No. 2 to a Schedule 13G/A reporting its holdings in First Advantage Corp common stock. The firm reports beneficial ownership of 15,707,023 shares, representing 9.2% of the common stock outstanding. It reports sole voting power over 15,650,390 shares and sole dispositive power over 15,707,023 shares, with no shared voting or dispositive power. The firm states that this report should not be construed as an admission that it is the beneficial owner of these securities, and such beneficial ownership is expressly denied.

Capital World Investors amended its substantial ownership report for First Advantage Corp. common stock. It is deemed the beneficial owner of 10,690,358 shares, representing 6.2% of the company’s common stock, based on 171,537,047 shares believed to be outstanding.

Capital World Investors reports sole voting and dispositive power over all 10,690,358 shares and no shared power. The filing notes that these shares are held through various affiliated investment management entities, and that SMALLCAP World Fund, Inc. may have rights to dividends or sale proceeds for more than 5% of the class.

First Advantage Corporation disclosed that certain investment funds of Silver Lake Group and affiliates completed an underwritten secondary offering of 12,500,000 shares of First Advantage common stock. The shares were sold pursuant to an effective Form S-3 registration statement, and First Advantage did not sell shares and will not receive any proceeds; all proceeds go to the selling stockholder. J.P. Morgan Securities LLC acted as underwriter, offering the shares to the public at a price of $22.20 per share. The selling stockholder agreed to a 30-day lock-up with the underwriter and will distribute up to 4,200,000 shares of common stock to its limited partners in connection with the offering. The secondary offering closed on August 12, 2026.

First Advantage Corporation is registering a secondary offering in which a selling stockholder will sell 12,500,000 shares of common stock. The shares are being offered at a public offering price of $22.20 per share, for an aggregate offering amount of $277,500,000. All shares are being sold by SLP Fastball Aggregator, L.P., an affiliate of Silver Lake, and First Advantage will not receive any proceeds from the sale, although it will bear most registration expenses.

After this offering and a related distribution, Silver Lake is expected to beneficially own 42.8% of the company’s outstanding common stock, maintaining significant control over major corporate decisions. The filing highlights risks including continued sponsor control, potential stock price volatility, lack of expected dividends, substantial authorized but unissued share capacity, future potential dilution, and the impact of large future share sales once lock-up and other restrictions lapse.

First Advantage Corporation has registered the resale of up to 87,450,000 shares of common stock on a shelf basis for a single selling stockholder. These shares may be sold from time to time in various types of transactions at market, negotiated, or fixed prices.

The company will not receive any proceeds from these sales; all net proceeds go to the selling stockholder, while First Advantage pays most registration expenses. The selling stockholder beneficially owned 89,557,840 shares (52.1%) as of July 31, 2026, and would hold 2,107,840 shares (1.23%) if it sold the full registered amount.

First Advantage is a global software and data company providing AI-powered identity, background screening, and continuous risk monitoring solutions, conducting over 200 million screens annually across more than 200 countries and territories. The company reports a gross customer retention rate of approximately 96% and an average tenure of over 13 years for its top 100 customers.

First Advantage Corporation reported strong year-over-year improvement for the quarter ended June 30, 2026. Revenues were $448,763, up from $390,633, driven by higher volumes and upselling and cross-selling to existing customers plus new wins, mainly in the First Advantage Americas and Sterling segments. Net income rose to $16,914 from $308, with diluted EPS of $0.10. For the first six months, revenues reached $833,964 and net income $19,082, compared with a loss of $40,886 a year earlier.

Operating cash flow increased to $123,027 for the first half of 2026, supporting voluntary term-loan repayments of $50,000 and share repurchases of 3,241,846 shares for $38,111 under a $100,000 authorization, leaving $61,800 available. Long-term borrowings under the First Lien Credit Facility were $2,064,537 and cash and cash equivalents were $237,900 at June 30, 2026. Cost of services grew with volume and higher third-party data usage, modestly pressuring margins, while interest expense declined on lower rates and favorable interest rate swap movements.

First Advantage Corporation reported strong second-quarter 2026 results, with revenues of $448.8 million, up 14.9% year over year. Net income was $16.9 million, a 3.8% margin, and diluted EPS was $0.10. Non-GAAP performance was higher, with Adjusted EBITDA of $128.5 million (28.6% margin) and Adjusted Net Income of $61.4 million, or $0.35 per diluted share. Cash flows from operations were $73.6 million for the quarter, and management highlighted voluntary debt prepayments of $25 million on May 6 and $45 million on August 4, plus $18.7 million of share repurchases under a $100 million authorization.

The company raised full-year 2026 guidance, targeting revenues of $1.67–$1.71 billion, Adjusted EBITDA of $472–$486 million, Adjusted Net Income of $214–$225 million, and Adjusted Diluted EPS of $1.23–$1.292.

The Board of Directors expanded to nine members and appointed Sharon Binger, a Silver Lake designee, as an independent Class I director and member of the Nominating and Corporate Governance Committee, with a term running to the 2028 annual meeting.

BlackRock, Inc. reports beneficial ownership of common stock of FIRST ADVANTAGE CORP. BlackRock and certain of its subsidiaries and affiliates collectively hold 11,895,714 shares of common stock, representing 6.9% of the class.

BlackRock has sole voting power over 11,763,431 shares and sole dispositive power over 11,895,714 shares, with no shared voting or dispositive power. Various underlying clients have economic rights to dividends or sale proceeds, but no single client holds more than five percent of the outstanding common shares.