FIRST ADVANTAGE CORP
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
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Item 9B. Other Information
Rule 10b5-1 Trading Arrangements
During the three months ended December 31, 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 |
|---|---|---|---|---|---|---|
| Joelle Smith | President | Adopted December 9, 2025 | X | December 2, 2026 | Sale of up to 23,334 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.
New Equity Awards
On February 25, 2026, upon the recommendation of the Compensation Committee, the Company’s Board of Directors approved equity awards for the Company’s executive officers as part of its review of annual compensation. The equity awards consist of Restricted Stock Units and Nonqualified Stock Options, as each such term is defined in the First Advantage 2021 Omnibus Incentive Plan, to be granted on March 2, 2026 (the “Grant Date”), as set forth below. The number of Restricted Stock Units to be granted will equal the amount set forth in the table below, divided by the average closing price of First Advantage Common Stock on the twenty days preceding the Grant Date (rounded up to the nearest whole unit), pursuant to the form of Restricted Stock Unit Agreement, substantially in the form attached as Exhibit 10.8 to this report (Form of Restricted Stock Unit Award Grant Notice and Agreement), The number of Nonqualified Stock Options to be granted will equal the amount set forth in the table below divided by the fair market value of one Nonqualified Stock Option on the Grant Date determined using a Black-Scholes valuation (rounded up to the nearest whole option) and a per share exercise price equal to the closing price, as reported on NASDAQ, of a share of First Advantage Common Stock on the Grant Date, pursuant to a form of Option Agreement, substantially in the form attached as Exhibit 10.5 to this report (Form of Standard Option Award Grant Notice and Agreement). Each of the foregoing awards shall vest 25% per year in equal installments, on each of the first four anniversaries of the Vesting Reference Date (shown in the table below), subject to each executive officer’s continued employment through each applicable vesting date.
| Officer Name | Title | Value of Restricted Stock Units | Value of Nonqualified Stock Options | Vesting Reference Date |
|---|---|---|---|---|
| Scott Staples | Chief Executive Officer | $2,000,000 | $3,000,000 | 3/2/2026 |
| Steven Marks | Chief Financial Officer | 800,000 | 1,200,000 | 3/2/2026 |
| Douglas Nairne | Global Chief Operating Officer | 800,000 | 1,200,000 | 3/2/2026 |
| Joelle M. Smith | President | 1,200,000 | 1,800,000 | 3/2/2026 |
| Bret T. Jardine | Chief Legal Officer | 200,000 | 300,000 | 3/2/2026 |
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