Form 4: FA CLO trades shares after RSU vesting

First Advantage Chief Legal Officer Bret T. Jardine vested RSUs, withheld shares for taxes, and sold 954 shares under a Rule 10b5-1 plan, ending with 6,825 common shares and 4,096 RSUs.

Summary

• Bret T. Jardine (Chief Legal Officer) reported transactions in First Advantage Corp. (FA) securities.
• On 11/14/2025, 1,365 RSUs vested and were settled into common stock (Code M).
• On 11/14/2025, 411 shares were withheld to cover taxes at $13.19 per share (Code F).
• On 11/17/2025, 954 shares were sold at $13.13 per share under a Rule 10b5-1 trading plan adopted on 08/08/2025 (Code S).
• Direct common shares beneficially owned after the transactions: 6,825.
• Unvested RSUs beneficially owned after the transactions: 4,096.
• The RSUs were originally granted on 11/14/2024 and vest in four equal annual installments beginning 11/14/2025, subject to continued service.
• Share totals include shares acquired under the issuer’s Employee Stock Purchase Plan.

Sentiment

Score: 5

Explanation: Neutral insider activity: planned sale under Rule 10b5-1 and routine vesting with tax withholding; net direct share count unchanged.

Positives

• Sale executed under a pre-established Rule 10b5-1 plan adopted on 08/08/2025, indicating pre-planned trading.
• Equity alignment maintained: 6,825 common shares held after transactions plus 4,096 unvested RSUs.
• Ongoing vesting schedule supports executive retention and long-term alignment.
• Tax obligations satisfied via share withholding, avoiding incremental cash outlay.

Negatives

• Insider sale of 954 shares at $13.13 on 11/17/2025 shortly after vesting.
• 411 shares withheld at $13.19 to cover taxes reduced the net shares from the vesting.
• Net direct common shares ended unchanged at 6,825 after vesting, withholding, and sale.

Risks

• Unvested RSUs vest only with continued service through future vesting dates.

Future Outlook

Remaining RSUs from the 11/14/2024 grant are scheduled to vest in equal annual installments on or around each anniversary through 2028, subject to continued service. Sales may continue to be executed pursuant to the Rule 10b5-1 plan adopted on 08/08/2025.

Management Comments

• Each RSU represents a contingent right to receive one share of common stock and will be settled in stock, cash, or a combination.
• Share totals include shares acquired under the Employee Stock Purchase Plan.
• Shares were withheld upon vesting to satisfy tax withholding obligations.
• The 11/17/2025 sale was executed under a Rule 10b5-1 plan adopted on 08/08/2025.
• The RSUs granted on 11/14/2024 vest in four equal annual installments beginning 11/14/2025, subject to continued service.

Industry Context

Executive equity compensation with annual RSU vesting and pre-planned Rule 10b5-1 sales is standard practice across U.S.-listed companies, including peers in employment screening and HR tech; transactions of this size are typically viewed as routine portfolio and tax management.

Comparison to Industry Standards

• Use of a Rule 10b5-1 plan aligns with common executive trading practices at comparable firms (e.g., screening and HR-tech peers) to mitigate timing concerns.
• Annual RSU vesting over four years is a standard retention structure frequently used by public companies.
• Modest transaction size relative to typical executive holdings is consistent with routine liquidity and tax management seen across the market.

Stakeholder Impact

• Shareholders: Insider sale was pre-planned; overall direct share count remained at 6,825 after transactions.
• Employees: RSU program and multi-year vesting reinforce retention incentives and alignment.
• Market: Transaction sizes are small and routine, suggesting limited impact on trading dynamics.

Next Steps

• Future RSU tranches from the 11/14/2024 grant are scheduled to vest annually through 2028, subject to continued service.
• Potential additional trades may occur pursuant to the Rule 10b5-1 plan adopted on 08/08/2025.

Key Dates

Keywords

First Advantage, FA, Bret T. Jardine, Chief Legal Officer, Form 4, insider trading, Rule 10b5-1, RSU, restricted stock units, stock sale, ESPP, beneficial ownership