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Share-Based Compensation | 3 Months Ended
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Mar. 31, 2025
Share-Based Payment Arrangement [Abstract] |
Share-Based Compensation | Note 10. Share-based Compensation Share-based compensation expense is recognized in cost of services, product and technology expense, and selling, general, and administrative expense, in the accompanying condensed consolidated statements of operations and comprehensive loss as follows (in thousands):
|  | Three Months Ended March 31, |
|  | 2025 |  |  | 2024 |
Share-based compensation expense |  |  |  |  |  |
Cost of services |  | $ | 532 |  |  | $ | 357 |
Product and technology expense |  |  | 803 |  |  |  | 654 |
Selling, general, and administrative expense |  |  | 6,632 |  |  |  | 3,740 |
Total share-based compensation expense |  | $ | 7,967 |  |  | $ | 4,751 |
Prior to the Company’s Initial Public Offering (“IPO”), all share-based awards were issued by Fastball Holdco, L.P., the Company’s previous parent company, under individual grant agreements and the partnership agreement of such parent company (collectively, the “2020 Equity Plan”). In connection with the IPO, the Company adopted the 2021 Omnibus Incentive Plan (as amended by the First Amendment, dated as of May 10, 2023, the “2021 Equity Plan”). In October 2024, as part of the Sterling Acquisition, unvested Sterling restricted stock, restricted stock units, and net option shares underlying in-the-money stock option awards were converted to an unvested cash award, an unvested First Advantage restricted stock award, or a First Advantage restricted stock unit (“RSU”) at the holder’s election. Converted awards are subject to the same terms and conditions (including vesting) as applied to the replaced Sterling equity award. All out-of-the-money Sterling stock options, whether vested or unvested, were canceled for no consideration. As of March 31, 2025, the Company had approximately $35.9 million of unrecognized pre-tax non-cash compensation expense, comprised of approximately $7.9 million related to restricted stock, $13.6 million related to RSUs, and approximately $14.4 million related to stock options, which the Company expects to recognize over a weighted average period of 1.1 years. 2020 Equity Plan Awards issued under the 2020 Equity Plan consist of options and profit interests. No awards have been issued under the plan since the Company’s IPO. A summary of the stock option activity for the three months ended March 31, 2025 is as follows:
|  |  |  | Options |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Term |  | Aggregate Intrinsic Value
December 31, 2024 |  | Grants outstanding |  |  | 1,602,966 |  |  | $ | 5.15 |  |  |  |  |
|  | Grants exercised |  |  | (145,483 | ) |  | $ | 5.11 |  |  |  |  |
|  | Grants cancelled/forfeited |  |  | (29,074 | ) |  | $ | 5.19 |  |  |  |  |
March 31, 2025 |  | Grants outstanding |  |  | 1,428,409 |  |  | $ | 5.15 |  |  | 4.8 Years |  | $12.8 million
March 31, 2025 |  | Grants vested |  |  | 1,009,021 |  |  | $ | 5.13 |  |  | 4.7 Years |  | $9.0 million
March 31, 2025 |  | Grants unvested |  |  | 419,388 |  |  | $ | 5.20 |  |  |  |  |
2021 Equity Plan The 2021 Equity Plan is intended to provide a means through which to attract and retain key personnel and to provide a means whereby our directors, officers, employees, consultants, and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of our common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholders. The 2021 Equity Plan provides for the grant of awards of stock options, stock appreciation rights, restricted shares, restricted stock units, and other equity-based or cash-based awards as determined by the Company’s Compensation Committee. The 2021 Equity Plan initially had a total of 17,525,000 shares of common stock reserved. The number of reserved shares automatically increases on the first day of each calendar year commencing on January 1, 2022 and ending on January 1, 2030, in an amount equal to the lesser of (x) 2.5% of the total number of shares of common stock outstanding on the last day of the immediately preceding calendar year and (y) a number of shares as determined by the Board of Directors. As of March 31, 2025, 22,713,947 shares were available for issuance under the 2021 Equity Plan. Stock Options A summary of the stock option activity for the three months ended March 31, 2025 is as follows:
|  |  |  | Options |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Term |  | Aggregate Intrinsic Value
December 31, 2024 |  | Grants outstanding |  |  | 4,517,897 |  |  | $ | 14.38 |  |  |  |  |
|  | Grants issued |  |  | 553,266 |  |  | $ | 14.23 |  |  |  |  |
|  | Grants exercised |  |  | (6,487 | ) |  | $ | 13.93 |  |  |  |  |
|  | Grants cancelled/forfeited |  |  | (18,824 | ) |  | $ | 13.64 |  |  |  |  |
March 31, 2025 |  | Grants outstanding |  |  | 5,045,852 |  |  | $ | 14.37 |  |  | 7.4 Years |  | $2.5 million
March 31, 2025 |  | Grants vested |  |  | 2,602,560 |  |  | $ | 13.71 |  |  | 6.5 Years |  | $1.6 million
March 31, 2025 |  | Grants unvested |  |  | 2,443,292 |  |  | $ | 15.06 |  |  |  |  |
The fair value for stock options granted for the three months ended March 31, 2025 was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:
|  | Options |
Expected stock price volatility |  |  | 35.47 | %
Risk-free interest rate |  |  | 4.02 | %
Expected term (in years) |  |  | 6.25 |
Fair-value of the underlying unit |  | $ | 14.23 |
Restricted Stock Units A summary of the RSU activity for the three months ended March 31, 2025 is as follows:
|  |  |  | Shares |  |  | Weighted Average Grant Date Fair Value |
December 31, 2024 |  | Nonvested RSUs |  |  | 775,651 |  |  | $ | 16.61 |
|  | Granted |  |  | 272,382 |  |  | $ | 14.23 |
|  | Vested |  |  | (46,900 | ) |  | $ | 15.68 |
|  | Forfeited |  |  | (9,940 | ) |  | $ | 14.72 |
March 31, 2025 |  | Nonvested RSUs |  |  | 991,193 |  |  | $ | 16.02 |
Restricted Stock A summary of the restricted stock activity for the three months ended March 31, 2025 is as follows:
|  |  |  | Shares |  |  | Weighted Average Grant Date Fair Value |
December 31, 2024 |  | Nonvested restricted stock |  |  | 1,177,743 |  |  | $ | 10.01 |
|  | Vested |  |  | (729,520 | ) |  | $ | 11.42 |
March 31, 2025 |  | Nonvested restricted stock |  |  | 448,223 |  |  | $ | 11.74 |
Sterling Acquisition Awards Restricted Stock Units The following table summarizes the RSUs issued by the Company as part of the Sterling Acquisition. These include Sterling restricted stock units and net option shares underlying in-the-money stock option awards that were unvested at close and converted to unvested First Advantage RSUs. The RSUs granted as a result of the conversion retain the vesting attributes (including the original service period vesting start dates) of the original award. A summary of the RSU activity for the three months ended March 31, 2025 is as follows:
|  |  |  | Shares |  |  | Weighted Average Grant Date Fair Value |
December 31, 2024 |  | Nonvested RSUs |  |  | 89,673 |  |  | $ | 18.70 |
|  | Vested |  |  | (69,431 | ) |  | $ | 18.70 |
|  | Forfeited |  |  | (1,789 | ) |  | $ | 18.70 |
March 31, 2025 |  | Nonvested RSUs |  |  | 18,453 |  |  | $ | 18.70 |
Restricted Stock The following table summarizes the restricted stock issued by the Company as part of the Sterling Acquisition. These include Sterling restricted stock and net option shares underlying in-the-money stock option awards that were unvested at close and converted to unvested First Advantage restricted stock. The restricted stock granted as a result of the conversion retain the vesting attributes (including the original service period vesting start dates) of the original award. A summary of the restricted stock activity for the three months ended March 31, 2025 is as follows:
|  |  |  | Shares |  |  | Weighted Average Grant Date Fair Value |
December 31, 2024 |  | Nonvested restricted stock |  |  | 692,714 |  |  | $ | 18.70 |
|  | Vested |  |  | (271,992 | ) |  | $ | 18.70 |
|  | Forfeited |  |  | (24,594 | ) |  | $ | 18.70 |
March 31, 2025 |  | Nonvested restricted stock |  |  | 396,128 |  |  | $ | 18.70 |
2021 Employee Stock Purchase Plan (“ESPP”) The Company’s ESPP allows eligible employees to voluntarily make after-tax contributions of up to 15% of such employee’s cash compensation to acquire Company stock during designated offering periods. Each offering period consists of one six-month purchase period. During the holding period, ESPP purchased shares are not eligible for sale or broker transfer. The Company recorded an associated expense of approximately $0.1 million and $0.2 million for three months ended March 31, 2025 and 2024, respectively.

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