Fortrea Holdings SEC Filings

Fortrea Holdings Inc. (FTRE) filed an S-8 registration that incorporates by reference its specified periodic and current reports, including quarterly reports for the periods ended March 31, 2025 and June 30, 2025 and several current reports filed on February 21, March 10, May 12, May 15, June 11, June 12 (two filings) and August 27, 2025. The filing also incorporates a description of the Company’s common stock from prior registration materials and explains that subsequently filed reports under specified Exchange Act sections will be deemed incorporated and may modify or supersede earlier statements.

The filing is a Form S-8 for Fortrea Holdings Inc. that incorporates prior SEC filings by reference rather than repeating them. Part I information is omitted per Form S-8 instructions. The statement lists specific documents incorporated by reference, including the 2024 annual report, specified quarterly reports for 2025, several current reports filed in 2025, and the Common Stock description from prior Form 10 exhibits. The filing limits incorporation to items "filed" with the Commission and excludes furnished-only documents.

Fortrea Holdings Inc. amended and restated its 2025 Inducement Award Plan on August 21, 2025 to increase the number of shares reserved for issuance by 2,200,000 shares. The amended and restated plan (the A&R Inducement Plan) expands the pool so the company can grant additional inducement awards to new hires who qualify under Nasdaq Listing Rule 5635(c)(4). The original 2025 Inducement Award Plan had been established solely to grant inducement awards to Anshul Thakral. The company will file the full text of the A&R Inducement Plan with its Quarterly Report for the quarter ending September 30, 2025.

Mark A. Morais, Chief Operating Officer of Fortrea Holdings Inc. (FTRE), reported settlement and related sales tied to time-vesting RSUs converted from Labcorp. On 08/18/2025, 11,312 Restricted Stock Units (RSUs) settled into Common Stock at $0 per share as scheduled following the Labcorp spin-off; those RSUs vested on 08/17/2025. On 08/19/2025 the reporting person sold 4,886 shares in a "sell to cover" required to satisfy tax withholding, executed in multiple trades at prices ranging from $7.89 to $8.10 with a weighted average of $8.01. Following these transactions the reporting person beneficially owned 52,975 shares directly and reported an indirect interest in 4,625 shares owned by a spouse, which were inadvertently omitted from prior filings.

Jill G. McConnell, Chief Financial Officer of Fortrea Holdings Inc. (FTRE), reported vesting and related sales of equity awards. On 08/18/2025 11,312 Restricted Stock Units (RSUs) settled into 11,312 shares of Fortrea common stock as scheduled. To satisfy tax withholding obligations, 4,886 shares were sold on 08/19/2025 at a weighted average price of $8.01 per share. After these transactions the reporting person beneficially owned 54,770 shares of common stock and held 91,805 RSUs.

Form 144 for Fortrea Holdings, Inc. (FTRE) shows a proposed sale of 4,886 common shares with an aggregate market value of $39,160.31, to be sold on or about 08/19/2025 through Fidelity Brokerage Services LLC on NASDAQ. The shares were acquired on 08/18/2025 upon restricted stock vesting and the payment type is listed as compensation. The filing reports 90,800,000 shares outstanding. It also discloses a prior sale by the same person of 3,130 shares on 06/03/2025 for $13,049.91. The filer certifies they are not aware of undisclosed material adverse information.

Form 144 notice for Fortrea Holdings, Inc. (FTRE) reports a proposed sale of 4,886 common shares through Fidelity Brokerage Services on NASDAQ with an aggregate market value of $39,160.31 and approximately 90,800,000 shares outstanding. The filer indicates an approximate sale date of 08/19/2025.

The 4,886 shares were acquired on 08/18/2025 by restricted stock vesting from the issuer and were paid as compensation. The filing also discloses a prior sale by Jill G. Mcconnell of 3,130 common shares on 06/03/2025 for gross proceeds of $13,049.91. Contact and filer identifiers are not provided in the visible content.

AQR Capital Management, LLC and AQR Capital Management Holdings, LLC reported beneficial ownership of 6,515,124 shares of Fortrea Holdings Inc. common stock, representing 7.2% of the class based on the event date 06/30/2025. Both reporting persons state shared voting and shared dispositive power for all reported shares and report no sole voting or dispositive power. The filing includes a certification that the securities are held in the ordinary course of business and were not acquired to change or influence control. The exhibit discloses that AQR Capital Management, LLC is a wholly owned subsidiary of AQR Capital Management Holdings, LLC. The Schedule 13G was signed on 08/14/2025.

The Goldman Sachs Group, Inc. and its subsidiary Goldman Sachs & Co. LLC report beneficial ownership of 8,031,366.47 shares of Fortrea Holdings Inc. common stock, representing 8.9% of the class. The filing shows no sole voting or dispositive power and records shared voting power of 8,028,366.47 and shared dispositive power of 8,031,366.47, indicating the position is held collectively rather than by a single controlling party.

The filing identifies GS Group as a parent holding company and Goldman Sachs & Co. LLC as a broker/dealer and registered investment adviser and includes a joint filing agreement (Exhibit 99.1) and subsidiary identification (Exhibit 99.2). The statement certifies the securities were acquired and are held in the ordinary course of business and not to change or influence control of the issuer.