First Advantage (NASDAQ: FA) highlights 12.5M-share Silver Lake secondary at $22.20
Rhea-AI Filing Summary
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.
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8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Secondary shares offered: 12,500,000 shares
Offering price: $22.20 per share
Lock-up period: 30 days
+3 more
6 metrics
Secondary shares offered
12,500,000 shares
Underwritten secondary offering of common stock by Silver Lake-affiliated funds
Offering price
$22.20 per share
Price to the public for the 12,500,000 secondary shares
Lock-up period
30 days
Duration of lock-up agreement between selling stockholder and underwriter
Shares to be distributed to LPs
Up to 4,200,000 shares
First Advantage common stock to be distributed by selling stockholder to its limited partners
Form S-3 file number
333-298190
Registration statement used for the secondary offering of common stock
Offering closing date
August 12, 2026
Date the underwritten secondary offering closed
Key Terms
underwritten secondary offering, lock-up agreement, prospectus supplement, Form S-3, +1 more
5 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
"The Selling Stockholder 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.
prospectus supplement regulatory
"The offering may be 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.
Form S-3 regulatory
"pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-298190)"
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.
registration statement regulatory
"A registration statement on Form S-3 relating to these securities has been filed"
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did First Advantage (FA) announce regarding its common stock?
First Advantage reported completion of an underwritten secondary offering of 12,500,000 shares of its common stock by funds affiliated with Silver Lake. The company itself did not sell any shares in this transaction.
At what price was the First Advantage (FA) secondary offering priced?
The secondary offering of First Advantage common stock was priced at $22.20 per share. J.P. Morgan Securities LLC acted as the underwriter, offering the 12,500,000 shares to the public at this fixed price.
What lock-up terms apply to the Silver Lake funds in the First Advantage (FA) offering?
The selling stockholder entered into a 30-day lock-up agreement with the underwriter. Separately, it will distribute up to 4,200,000 shares to its limited partners, and those distributed shares are not subject to the lock-up.
Did First Advantage (FA) officers or directors agree to a lock-up in this offering?
No. The company states that none of its directors and officers will be subject to any lock-up agreement with the underwriter in connection with this secondary offering led by Silver Lake funds.