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Share-Based Compensation
6 Months Ended
Jun. 30, 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 income (loss) as follows (in thousands):

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Share-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services

 

$

556

 

 

$

410

 

 

$

1,088

 

 

$

767

 

Product and technology expense

 

 

1,806

 

 

 

683

 

 

 

2,609

 

 

 

1,337

 

Selling, general, and administrative expense

 

 

3,380

 

 

 

3,955

 

 

 

10,012

 

 

 

7,695

 

Total share-based compensation expense

 

$

5,742

 

 

$

5,048

 

 

$

13,709

 

 

$

9,799

 

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 June 30, 2025, the Company had approximately $32.7 million of unrecognized pre-tax non-cash compensation expense, comprised of approximately $5.1 million related to restricted stock, $13.9 million related to RSUs, and approximately $13.7 million related to stock options, which the Company expects to recognize over a weighted average period of 1.3 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 six months ended June 30, 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

 

 

(216,805

)

 

$

5.11

 

 

 

 

 

 

 

Grants cancelled/forfeited

 

 

(29,074

)

 

$

5.19

 

 

 

 

 

June 30, 2025

 

Grants outstanding

 

 

1,357,087

 

 

$

5.15

 

 

4.7 Years

 

$15.6 million

June 30, 2025

 

Grants vested

 

 

941,905

 

 

$

5.13

 

 

4.7 Years

 

$10.8 million

June 30, 2025

 

Grants unvested

 

 

415,182

 

 

$

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 June 30, 2025, 22,484,901 shares were available for issuance under the 2021 Equity Plan.

Stock Options

A summary of the stock option activity for the six months ended June 30, 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

 

 

742,661

 

 

$

15.27

 

 

 

 

 

 

 

Grants exercised

 

 

(18,986

)

 

$

13.55

 

 

 

 

 

 

 

Grants cancelled/forfeited

 

 

(69,864

)

 

$

14.02

 

 

 

 

 

June 30, 2025

 

Grants outstanding

 

 

5,171,708

 

 

$

14.51

 

 

7.3 Years

 

$12.2 million

June 30, 2025

 

Grants vested

 

 

2,762,791

 

 

$

13.67

 

 

6.3 Years

 

$8.1 million

June 30, 2025

 

Grants unvested

 

 

2,408,917

 

 

$

15.48

 

 

 

 

 

The fair value for stock options granted for the six months ended June 30, 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

 

 

35.57

%

Risk-free interest rate

 

 

4.06

%

Expected term (in years)

 

 

6.25

 

Fair-value of the underlying unit

 

$

15.27

 

 

 

Restricted Stock Units

A summary of the RSU activity for the six months ended June 30, 2025 is as follows:

 

 

 

 

Shares

 

 

Weighted Average
Grant Date Fair Value

 

December 31, 2024

 

Nonvested RSUs

 

 

775,651

 

 

$

16.61

 

 

 

Granted

 

 

390,595

 

 

$

15.45

 

 

 

Vested

 

 

(151,853

)

 

$

15.72

 

 

 

Forfeited

 

 

(37,462

)

 

$

14.54

 

June 30, 2025

 

Nonvested RSUs

 

 

976,931

 

 

$

16.37

 

Restricted Stock

A summary of the restricted stock activity for the six months ended June 30, 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

 

June 30, 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 six months ended June 30, 2025 is as follows:

 

 

 

 

Shares

 

 

Weighted Average
Grant Date Fair Value

 

December 31, 2024

 

Nonvested RSUs

 

 

89,673

 

 

$

18.70

 

 

 

Vested

 

 

(70,339

)

 

$

18.70

 

 

 

Forfeited

 

 

(1,864

)

 

$

18.70

 

June 30, 2025

 

Nonvested RSUs

 

 

17,470

 

 

$

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 six months ended June 30, 2025 is as follows:

 

 

 

 

Shares

 

 

Weighted Average
Grant Date Fair Value

 

December 31, 2024

 

Nonvested restricted stock

 

 

692,714

 

 

$

18.70

 

 

 

Vested

 

 

(312,323

)

 

$

18.70

 

 

 

Forfeited

 

 

(59,395

)

 

$

18.70

 

June 30, 2025

 

Nonvested restricted stock

 

 

320,996

 

 

$

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 the three months ended June 30, 2025 and 2024, respectively. The Company recorded an associated expense of approximately $0.3 million for both the six months ended June 30, 2025 and 2024.