FIRST ADVANTAGE CORP

Current report

None

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The following information relates to the Company’s purchase of its common stock during each month within the third quarter of 2024:

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Average price paid per share for shares purchased as part of our Repurchase Program (includes brokerage commissions).

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On August 2, 2022, the Company’s Board of Directors authorized the repurchase of up to $50.0 million of the Company’s common stock over the 12-month period ending August 2, 2023. On November 8, 2022, the Company’s Board of Directors authorized an increase to the total available amount under its Repurchase Program to $150.0 million and extended the program through December 31, 2023. On February 28, 2023, the Company’s Board of Directors authorized an increase to the total available amount under its Repurchase Program to $200.0 million. On September 14, 2023, the Company announced that its Board of Directors approved a one-year extension of its share repurchase authorization, extending the previously authorized $200.0 million program through December 31, 2024. Through November 8, 2024, the Company repurchased approximately $119.5 million of shares under the Repurchase Program.

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Stock repurchases may be effected through open market repurchases at prevailing market prices, including through the use of block trades and trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, privately-negotiated transactions, through other transactions in accordance with applicable securities laws, or a combination of these methods on such terms and in such amounts as the Company deems appropriate and will be funded from available capital. The Company is not obligated to repurchase any specific number of shares, and the timing, manner, value, and actual number of shares repurchased will depend on a variety of factors, including the Company’s stock price and liquidity requirements, other business considerations and general market and economic conditions. No shares will be purchased from SLP Fastball Aggregator, L.P. and its affiliates. The Company may discontinue or modify purchases without notice at any time. In connection with the execution of the Merger Agreement, the Company suspended purchases under its Repurchase Program.

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In connection with their respective retirements, each of David L. Gamsey and Joseph Jaeger, was not an “officer” of the Company as of November 12, 2024.

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Appointment of Global Chief Operating Officer

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On November 11, 2024, the Company’s Board of Directors promoted Douglas Nairne to the role of Global Chief Operating Officer (principal operating officer), effective as of November 11, 2024. As Global Chief Operating Officer, Mr. Nairne will oversee all of the Company’s global operations, customer care, and customer onboarding teams.

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Mr. Nairne, 58, previously served as the Company’s Chief Operations Officer – International since joining the Company in October 2021, and was responsible for First Advantage’s operations in the Asia-Pacific (APAC), India and Europe, Middle East, and Africa (EMEA) regions. Prior to joining the Company, Mr. Nairne served as the Chairman and Chief Executive Officer of Dataflow Group, a background screening company for employers recruiting high-risk, internationally mobile professionals from July 2011 to July 2018 and served in an advisory position from July 2018 to September 2021. Mr. Nairne’s past experience includes positions as an officer in the Canadian Army, a journalist for the South China Morning Post, and Chief Operating Officer of IntegraScreen. Mr. Nairne holds a B. A. from the University of Manitoba, a master’s in journalism from Hong Kong University, and a master’s in business administration from the Hong Kong University of Science and Technology and Northwestern University’s Kellogg School of Management.

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In connection with the promotion of Mr. Nairne: (i) his annual base salary will increase to $500,000.00 (to be converted into HKD at the applicable exchange rate), (ii) he will be eligible to receive a discretionary annual cash bonus of up to 60% of his annual base salary, and (iii) he will receive a one-time cash bonus of $100,000.00 in connection with the Company’s acquisition of Sterling Check Corp. Additionally, on November 14, 2024, Mr. Nairne will receive a grant of equity awards, pursuant to the First Advantage 2021 Omnibus Incentive Plan (as amended) and the Company’s current forms of equity awards (substantially in the forms filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as Exhibit 10.9 (Form of Restricted Stock Unit Award Grant Notice and Agreement) and Exhibit 10.5 (Form of Standard Option Award Grant Notice and Agreement)), having a fair value equal to $1,000,000.00, comprised of 50% stock options and 50% restricted stock units, with each grant vesting annually in four equal installments from November 1, 2024. The exact number of stock options and restricted stock units subject to the awards will be determined on November 14, 2024, based on the prior twenty day average closing price of the Company’s common stock in the case of the restricted stock units and using a Black-Scholes valuation for the stock options. The per share exercise price of the stock options will be the closing price on November 14, 2024.

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Mr. Nairne was not appointed pursuant to any arrangement or understanding with any other person, has no family relationships with any director or executive officer of the Company, and there are no transactions involving Mr. Nairne that would be required to be reported under Item 404(a) of Regulation S-K.