FIRST ADVANTAGE CORP
For the period ended Jun 30, 2025. Filed Aug 7, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 7, 2025
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Other Information
Item 5. Other Information.
Rule 10b5-1 Trading Arrangements
During the three months ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)adopted, terminated, ormodified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K), except as described in the table below.
| Trading Arrangement | ||||||
| Director/Officer Name | Title | Date of Adoption/Termination | Rule 10b5-1(1) | Non-Rule 10b5-1 | Scheduled Expiration Date of Rule 10b5-1 Trading Plan(2) | Aggregate Number of Securities to Be Purchased or Sold |
|---|---|---|---|---|---|---|
| James L. Clark | Director | Adopted June 12, 2025 | X | June 8, 2026 | Sale of up to 4,416 shares of common stock in one transaction | |
(1)
Intended to satisfy the affirmative defense of Rule 10b5-1(c).
(2)
A trading plan may also expire on such earlier date that all transactions under the trading plan are completed.
Employment Agreement Updates
Steven Marks
In connection with Steven Marks’ promotion to the role of the Company’s Chief Financial Officer and Executive Vice President, effective as of November 8, 2024, on August 6, 2025, the Company entered into a new letter agreement with Mr. Marks, which supersedes Mr. Marks’ prior employment letter and provides for the following changes from such prior employment letter: (i) Mr. Marks received a base salary increase from $340,020 to $450,000, which was effective November 8, 2024, and an annual performance bonus target increase from 20% of his base salary to 50% of his base salary and (ii) if the Company terminates Mr. Mark’s employment without cause or he resigns for good reason, then subject to his continued material compliance with restrictive covenants and his timely execution, without revocation, of an effective release of claims in favor of the Company and its affiliates, he will be entitled to continued payment of his base salary for a period of six months following the termination date, to be paid in accordance with the Company’s standard payroll schedule and monthly payments representing the continuation of healthcare benefits for six months following the termination date; provided that such payments will cease when Mr. Marks becomes eligible to obtain healthcare benefits through new employment or otherwise.
Douglas Nairne
In connection with Douglas Nairne’s promotion to the role of the Company’s Global Chief Operating Officer, effective as of November 1, 2024, the Company entered into an amendment to its employment agreement with Mr. Nairne on August 6, 2025, which provides for the following amendments to such employment agreement: (i) effective November 1, 2024, Mr. Nairne received a base salary increase from $398,000 to $500,000, (ii) his annual performance bonus target increased from 50% of his base salary to 60% of his base salary, (iii) the post-termination non-competition period was extended from three months to six months and the post-termination non-solicitation period was extended from six months to 12 months and (iv) if the Company terminates Mr. Nairne’s employment for any reason (other than a reason for which the Company is permitted to terminate him without notice or pay in lieu under applicable law) or due to his death or permanent disability (if severance is required under applicable law in such circumstances), then subject to his continued material compliance with restrictive covenants and his timely execution, without revocation, of an effective release of claims in favor of the Company and its affiliates, he will be entitled to continued payment of his base salary for a period of six months following the termination date, to be paid in accordance with the Company’s standard payroll schedule, and a payment representing the cost of continuation of healthcare benefits for six months.
The foregoing summaries of the employment agreements with Mr. Marks and Mr. Nairne are subject to, and qualified in their entirety by reference to, such agreements, which are attached to this report as Exhibit 10.1 and 10.2, respectively, and incorporated herein by reference.
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