First Advantage Corporation filed a free writing prospectus on November 9, 2026, announcing that Silver Lake Group, L.L.C. and its affiliates intend to sell 15,000,000 shares of First Advantage common stock in an underwritten secondary offering.

Key Highlights

  • Selling stockholder: Certain investment funds of Silver Lake Group, L.L.C. and its affiliates are offering 15,000,000 shares of First Advantage common stock.
  • No company proceeds: First Advantage is not selling any shares and will not receive any proceeds from the offering; all proceeds go to the Selling Stockholder.
  • Partner distribution: The Selling Stockholder will distribute up to 5,300,000 shares to its limited partners on or about the closing date, and those shares are not subject to the lock-up agreement.
  • Lock-up terms: The Selling Stockholder entered into a 30-day lock-up agreement with the underwriters; none of First Advantage's directors or officers are subject to any lock-up.
  • Underwriters: Barclays Capital Inc. and J.P. Morgan Securities LLC are acting as underwriters for the offering.
  • Registration: A registration statement on Form S-3 relating to the securities has been filed with the SEC and has become effective, according to the filing.

Silver Lake's Secondary Sale of First Advantage Shares: Key Details

First Advantage Corporation (NASDAQ:FA), which the filing describes as "a global software and data company providing comprehensive, end-to-end identity solutions, criminal background screening, credential verifications, drug and health screening, and continuous risk monitoring," disclosed the secondary offering through a free writing prospectus filed pursuant to Rule 433 under Registration Statement No. 333-298190. The company serves over 80,000 customers worldwide, including approximately two-thirds of the Fortune 100, and conducts more than 200 million screens annually across over 200 countries and territories, according to the filing.

The filing states that the underwriters propose to offer the shares to the public at a fixed price. First Advantage itself is not participating as a seller and will receive no proceeds. The Selling Stockholder, Silver Lake Group, L.L.C. and its affiliates, is subject to a 30-day lock-up agreement with the underwriters. However, up to 5,300,000 of the 15,000,000 shares will be distributed to the Selling Stockholder's limited partners around the closing date and are explicitly noted in the filing as not subject to that lock-up restriction.

The filing notes that the offering may be made only by means of a prospectus supplement and accompanying prospectus, available through Barclays Capital Inc. or J.P. Morgan Securities LLC, each care of Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717. The filing also contains forward-looking statements, which the company characterizes as subject to risks and uncertainties, including those described under "Risk Factors" in First Advantage's Annual Report on Form 10-K for the year ended December 31, 2025, and the company states it undertakes no obligation to update those statements except as required by law.

What Was Disclosed

First Advantage filed a free writing prospectus on November 9, 2026, disclosing that Silver Lake Group funds plan to sell 15,000,000 shares of First Advantage common stock in a secondary offering, with the company receiving no proceeds and Barclays and J.P. Morgan acting as underwriters.