First Advantage (FA) Silver Lake affiliates sell 12.5M shares, shift holdings
Rhea-AI Filing Summary
First Advantage Corp (FA) insiders associated with Silver Lake reported significant changes in their holdings. On August 12, 2026, SLP Fastball Aggregator, L.P., an affiliated fund, sold 12,500,000 shares of Common Stock at a net price of $22.015 per share, reflecting the $22.20 secondary public offering price less a $0.185 per-share underwriting discount, in a registered public offering. The same day, SLP Fastball and certain affiliates initiated in-kind distributions of 4,028,842 shares of Common Stock to affiliated entities and individuals under Rule 16a-13. Following these distributions, director Joseph Osnoss is reported as holding 168,662 shares directly and 132,306 shares indirectly through Silver Lake Group, L.L.C., with additional indirect interests through other entities and trusts noted in the footnotes.
Positive
- None.
Negative
- None.
Insights
Analyzing...
Insider Trade Summary
Net Seller: 16,528,842 shares
Net Sell
7 txns
Insider
SLTA V (GP), L.L.C., Silver Lake Group, L.L.C., Silver Lake Technology Associates V, L.P., SLP Fastball Aggregator, L.P., Osnoss Joseph, SLP V Aggregator GP, L.L.C.
Role
Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director | Director, 10% Owner
Sold
12,500,000 shs ($275.19M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock F1, F2 | 12,500,000 | $22.015 | $275.19M |
| Other | Common Stock F3, F2 | 4,028,842 | $0.00 | $0.00 |
| holding | Common Stock F4 | -- | -- | -- |
| holding | Common Stock F5 | -- | -- | -- |
| holding | Common Stock F6 | -- | -- | -- |
| holding | Common Stock F7 | -- | -- | -- |
| holding | Common Stock F8 | -- | -- | -- |
Holdings After Transaction:
Common Stock — 73,028,998 shares (Indirect, Held through SLP Fastball Aggregator, L.P.);
Common Stock — 441,689 shares (Indirect, See footnote);
Common Stock — 132,306 shares (Indirect, Held through Silver Lake Group, L.L.C.);
Common Stock — 168,662 shares (Direct)
Footnotes (8)
- F1. This amount represents the $22.20 secondary public offering price per share of common stock par value $0.001 per share (the "Common Stock") of First Advantage Corporation (the "Issuer"), less the underwriting discount of $0.185 per share for shares sold pursuant to a registered public offering.
- F2. Represents securities held by SLP Fastball Aggregator, L.P. ("SLP Fastball"). SLP V Aggregator GP, L.L.C. ("SLP V GP") is the general partner of SLP Fastball. Silver Lake Technology Associates V, L.P. ("SLTA V") is the managing member of SLP V GP. SLTA V (GP), L.L.C. ("SLTA V GP") is the general partner of SLTA V. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA V GP. Mr. Joseph Osnoss serves as a member of the board of directors of the Issuer and is a Managing Member of SLG. Each of SLP Fastball, SLP V GP, SLTA V, SLTA V GP and SLG may be deemed to be a director by deputization of the Issuer.
- F3. SLP Fastball and certain of its affiliates initiated in-kind distributions of Common Stock of the Issuer on August 12, 2026. The receipt of shares of Common Stock by each of the Reporting Persons was exempt from reporting pursuant to Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- F4. These shares of Common Stock were received indirectly by Mr. Joseph Osnoss through his indirect interest in an entity in which he may be deemed to have a pecuniary interest, in connection with the pro rata distributions made by SLP Fastball and its affiliates described above. The receipt of such shares of Common Stock indirectly by Mr. Osnoss was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
- F5. These shares of Common Stock were received by SLG in connection with the distributions made by SLP Fastball and its affiliates described above. The receipt of such shares of Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
- F6. Represents shares of Common Stock held by Mr. Joseph Osnoss immediately following the receipt of such shares in connection with the distributions of shares of Common Stock reported above. The receipt of such shares of Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
- F7. Represents shares of Common Stock beneficially owned indirectly by Mr. Osnoss through a trust for the benefit of certain family members, which received such shares in connection with the distributions of shares of Common Stock reported above. The receipt of such shares of Common Stock indirectly by Mr. Osnoss was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
- F8. In connection with the distributions described in footnote (3) above, distributions of certain shares were initiated to certain employees and managing members of SLG or its affiliates, including Mr. Osnoss. This amount reflects 222,011 and 159,363 shares held by SLTA V and SLG, respectively, on behalf of such individuals, including shares distributed in the August 12, 2026 distributions. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
Key Figures
Shares sold: 12,500,000 shares
Net sale price per share: $22.015 per share
In-kind distributions: 4,028,842 shares
+3 more
6 metrics
Shares sold
12,500,000 shares
Common Stock sold on August 12, 2026 by SLP Fastball Aggregator, L.P.
Net sale price per share
$22.015 per share
Secondary public offering price $22.20 less $0.185 underwriting discount
In-kind distributions
4,028,842 shares
Common Stock distributed in kind by SLP Fastball and affiliates on August 12, 2026
Direct holdings of Joseph Osnoss
168,662 shares
Common Stock held directly by Joseph Osnoss following August 12, 2026 distributions
Indirect holdings via Silver Lake Group, L.L.C.
132,306 shares
Common Stock held through Silver Lake Group, L.L.C. after distributions
Shares held on behalf of individuals
222,011 and 159,363 shares
Shares held by SLTA V and SLG on behalf of certain individuals including August 12, 2026 distributions
Key Terms
secondary public offering price, underwriting discount, in-kind distributions, Rule 16a-13, +1 more
5 terms
secondary public offering price financial
"represents the $22.20 secondary public offering price per share of common stock"
underwriting discount financial
"less the underwriting discount of $0.185 per share for shares sold"
The underwriting discount is the fee that investment banks or broker-dealers keep when they buy securities from an issuer and resell them to the public; it’s the difference between the price paid to the company and the public offering price, shown per share or as a percentage. It matters to investors because it reduces the cash the company actually raises and is a cost built into the deal—like a sales commission—so a larger discount can mean higher issuance costs, tighter returns for new investors, and a signal about how much effort underwriters must expend to sell the offering.
in-kind distributions financial
"initiated in-kind distributions of Common Stock of the Issuer on August 12, 2026"
Rule 16a-13 regulatory
"was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act"
director by deputization regulatory
"may be deemed to be a director by deputization of the Issuer"
FAQ
What insider sale did First Advantage (FA) report in this Form 4?
The filing reports that SLP Fastball Aggregator, L.P., affiliated with Silver Lake, sold 12,500,000 shares of First Advantage Common Stock on August 12, 2026 in a registered public offering at $22.015 per share net of underwriting discounts.
AI-generated analysis. How Rhea-AI works. Not financial advice.
