Fortrea Holdings SEC Filings

Fortrea Holdings Inc. reported the results of its cash tender offer for its 7.500% Senior Secured Notes due 2030. The company had offered to purchase up to $75,744,000 in aggregate purchase price of these notes. Holders tendered more notes than this maximum, and Fortrea accepted $75,743,000 in aggregate principal amount for purchase, based on a Final Proration Factor of 0.154199 and rounding down to the nearest $1,000 of principal. The offer expired at 5:00 p.m., New York City time, on November 18, 2025.

Fortrea Holdings (FTRE) filed its Q3 2025 10‑Q. Revenue rose to $701.3 million from $674.9 million a year ago, and the operating loss narrowed to $8.6 million. For the first nine months, revenue reached $2,062.9 million and net loss was $953.7 million, largely reflecting $797.9 million of goodwill impairments recorded in the first half.

Cash from operations for the nine months was $(15.6) million versus $245.7 million last year; cash ended at $131.3 million. The company sold $300.0 million of receivables under its securitization program and reported unearned revenue of $411.6 million, indicating contracted work in progress. Long‑term debt stood at $1,052.1 million, and Fortrea intends to repurchase up to $75.7 million of its 7.50% senior notes due 2030 pursuant to the asset sale covenant. Q3 segment operating income was $21.1 million.

Fortrea reports one segment (Clinical Services) and noted customer concentration, with one customer accounting for 19.8% of Q3 revenue. On June 11, 2025, the Board adopted a limited-duration stockholder rights plan.

Fortrea Holdings Inc. (FTRE) furnished an 8-K announcing quarterly results. On November 5, 2025, the company issued a press release with financial results for the fiscal quarter ended September 30, 2025, furnished as Exhibit 99.1.

The disclosure under Item 2.02 is being furnished and not deemed filed under the Exchange Act, and is not subject to Section 18 liabilities, nor incorporated by reference except as specifically stated.

William J. Sharbaugh, identified as a director of Fortrea Holdings Inc. (FTRE), submitted an initial Form 3 disclosing that he does not beneficially own any securities of the issuer. The filing notes an Exhibit 24 power of attorney and is submitted as an individual filing on behalf of the reporting person.

Fortrea Holdings Inc. expanded its board and appointed William J. Sharbaugh as a Class III director, with his term running until the 2026 Annual Meeting of Stockholders or until a successor is elected. The board size was increased to eight directors. Mr. Sharbaugh brings more than three decades of pharmaceutical industry experience across finance, operations, manufacturing, quality, and clinical research organizations, and currently serves on several industry boards. At the time of disclosure he was not named to board committees and will be compensated under the company’s non-employee director compensation policy. The company disclosed no related-party transactions or family relationships requiring disclosure and furnished a press release as an exhibit.

Fortrea Holdings Inc. (FTRE) reporting person Robert Parks, Chief Accounting Officer, had Restricted Stock Units (RSUs) settle into common stock and completed a sell-to-cover tax withholding sale. On 09/15/2025, 24,934 RSUs vested and were settled into 24,934 shares at $0 per RSU as part of scheduled vesting. On 09/16/2025, Parks sold 7,338 shares at a weighted-average price of $9.95 to satisfy tax withholding required by the company’s equity plan. After these transactions, Parks beneficially owned 19,046 shares and held an aggregate 67,721 RSUs (remaining unvested). The Form 4 was signed by an attorney-in-fact on 09/17/2025.

Fortrea Holdings Inc. (FTRE) filed a Form 144 reporting a proposed sale of 7,338 shares of common stock through Fidelity Brokerage Services on 09/16/2025 with an aggregate market value of $73,007.96. The shares were acquired on 09/15/2025 upon restricted stock vesting from the issuer and the payment type is listed as compensation. The filing also discloses a recent sale of 592 shares on 09/09/2025 for gross proceeds of $6,055.63. The notice includes the required representation that the seller is not aware of undisclosed material adverse information.

Fortrea Holdings (FTRE) insider Robert Parks reported settlement and partial sale of restricted stock units. On 09/08/2025 Mr. Parks had 2,042 RSUs settle into 2,042 shares of common stock, increasing his direct holdings to 92,655 RSUs (aggregate RSU count) and 2,042 shares reported following settlement. On 09/09/2025 he executed a sell-to-cover of 592 shares at a weighted-average price of $10.23 to satisfy tax withholding, leaving 1,450 shares held directly. The RSUs vested on 09/06/2025 with a remaining installment vesting 09/06/2026. All trades were routine equity-compensation transactions and the sales were not discretionary.

Fortrea Holdings insider transaction summary: General Counsel James S. Hanson received 5,788 Restricted Stock Units (RSUs) that vested and settled into 5,788 shares of Fortrea common stock on September 8, 2025. Following settlement, Hanson sold 1,677 shares on September 9, 2025 at a weighted average price of $10.23 per share to satisfy tax withholding obligations under the companys equity plan. After these actions, Hanson directly beneficially owns 19,092 shares and holds an aggregate 47,167 RSUs (with a second installment vesting on September 6, 2026). The Form 4 is signed by Hanson on September 10, 2025.