Jardine Bret T 4

What Happened

• Bret T. Jardine, Chief Legal Officer of First Advantage Corp (FA), recorded vesting/conversion of restricted stock units (RSUs) and subsequent sales. On March 4, 2026 he converted/exercised 929 RSU-derived shares (derivative conversion). To satisfy tax withholding on the vesting, 329 shares were withheld (disposed) at an implied value of $12.22 ($4,020). Separately, he sold 1,090 shares in the open market on March 4, 2026 at $12.32 for $13,429, and sold another 600 shares on March 5, 2026 at $12.09 for $7,254. Total reported cash proceeds from the open-market sales and tax withholding equal approximately $24,703. The RSU conversion itself shows no cash purchase price (typical for vested award settlement).

Key Details

• Transaction dates and prices:
  • 2026-03-04: Converted/exercised 929 RSU shares (derivative conversion, no purchase price recorded).
  • 2026-03-04: Sold 1,090 shares @ $12.32 = $13,429 (open-market sale).
  • 2026-03-04: 329 shares withheld for tax @ $12.22 = $4,020 (F = tax withholding).
  • 2026-03-05: Sold 600 shares @ $12.09 = $7,254 (open-market sale).
• Sales were executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 8, 2025 (F1).
• RSU details: Each RSU equals the right to one share; awards may be settled in stock or cash (F2). These RSUs were originally granted March 4, 2024 and vest in four equal installments beginning March 4, 2025 (F4). The 329-share disposition represents shares withheld to cover tax withholding on vesting (F3).
• Post-transaction holdings: The filing excerpt provided does not list Jardine’s total shares owned after these transactions.
• Filing timeliness: Report filed March 6, 2026 for transactions on/through March 5, 2026 — appears timely (no late filing indicated).

Context

• This sequence reflects RSU vesting (derivative conversion) followed by tax withholding and planned open-market sales. The conversion of RSUs to shares (M-code) is a non-cash award settlement; the later S-code transactions are sales of those shares (or other shares) and are typically routine. The presence of a 10b5-1 plan indicates at least some sales were scheduled in advance rather than being ad hoc trades.