FA Form 4: President's RSUs Vest, Shares Sold Under 10b5-1 at $15.70 Avg
Rhea-AI Filing Summary
Joelle M. Smith, President and officer of First Advantage Corp (FA), reported multiple transactions on 09/16/2025 and 09/17/2025. On 09/16/2025 she was credited with 16,497 restricted stock units (RSUs) that vest beginning 09/16/2025 and will settle in shares, cash, or a combination. That same day 6,597 shares were withheld to cover tax obligations related to RSU vesting, leaving her with 52,627 shares beneficially owned. On 09/17/2025 she sold 9,900 shares under a Rule 10b5-1 plan at a weighted average price of $15.7038, reducing her holdings to 42,727 shares. The Form 4 was signed by an attorney-in-fact on 09/18/2025.
Positive
- RSU grant and vesting disclosed, showing compensation alignment with service (16,497 RSUs vesting beginning 09/16/2025).
- Use of a Rule 10b5-1 plan (adopted 02/28/2025) for sales indicates pre-planned, rule-compliant disposition of shares.
- Tax withholding executed via share withholding (6,597 shares) to satisfy obligations associated with RSU vesting.
Negative
- Net reduction in beneficial ownership from 59,224 to 42,727 shares following withholding and sales.
- Sale price concentration shows shares sold at prices between $15.450 and $15.850 with weighted average $15.7038, which may be below prior higher price points if any exist (price context not provided).
Insights
TL;DR: Officer received vested RSUs, used shares for tax withholding, and executed planned sales under a 10b5-1 program, modestly reducing ownership.
The filing shows nondiscretionary compensation settlement and routine tax withholding rather than an open-market sale driven by unexpected events. The sale under a pre-established Rule 10b5-1 plan suggests the transaction was pre-planned and not necessarily a signal of changed company outlook. The weighted average sale price of $15.7038 and the size of the sale (9,900 shares) lowered beneficial ownership to 42,727 shares; the remaining holdings include shares expected from RSU settlement options.
TL;DR: Compensation-related vesting and tax withholding predominated; governance appears compliant with disclosure norms.
The Form 4 discloses RSU vesting mechanics and tax-withholding shares, plus sales executed via a Rule 10b5-1 plan adopted 02/28/2025. Documentation of withholding and the plan date enhances transparency. No changes in officer status or indications of accelerated or extraordinary transactions are reported. This is a routine insider reporting of compensation settlement and planned disposition.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 9,900 | $15.7038 | $155K |
| Exercise | Restricted Stock Units | 16,497 | $0.00 | -- |
| Exercise | Common Stock | 16,497 | $0.00 | -- |
| Tax Withholding | Common Stock | 6,597 | $15.60 | $103K |
Footnotes (1)
- Each restricted stock unit (RSU) represents a contingent right to receive one share of common stock. The RSUs will be settled in either common stock or cash (or a combination thereof). Represents shares withheld in connection with the vesting of RSUs to cover tax withholding obligations. Shares were sold pursuant to a Rule 10b5-1 trading plan that was adopted by the reporting person on February 28, 2025. Represents the weighted average price for sales of the shares. The shares were sold at prices ranging from $15.450 to $15.850 per share. The reporting person will provide to the Securities and Exchange Commission staff, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price. Represents RSUs originally granted on September 16, 2024, which vest in four equal installments, beginning on September 16, 2025, subject to continued service through such dates.
