FTRE Board increases inducement award reserve by 2,200,000 shares

Rhea-AI Filing Summary

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.

Positive

• Board expanded the inducement award pool by 2,200,000 shares, enabling additional equity grants to prospective new hires under Nasdaq Listing Rule 5635(c)(4)
• Amendment broadens use beyond a single initial grantee (the plan was originally solely to grant awards to Anshul Thakral)

Negative

• None.

Insights

Compensation Analyst

TL;DR: Board increased the inducement award share reserve by 2.2M to enable additional hiring-related equity grants under Nasdaq rules.

The amendment explicitly increases the number of shares available under the Fortrea 2025 Inducement Award Plan by 2,200,000 shares, permitting grants exclusively to individuals who join the company as new employees or directors (except after a bona fide non-employment period) as required by Nasdaq Listing Rule 5635(c)(4). This is a targeted move to broaden the company’s ability to offer equity inducements beyond the single initial grantee, improving flexibility for recruiting senior hires.

Corporate Governance Expert

TL;DR: The board-approved amendment formalizes an expanded inducement pool and will be filed with the next quarterly report.

The A&R Inducement Plan is described as limited to awards serving as material inducements for new hires consistent with Nasdaq rules. The filing notes the full plan text will be included in Fortrea’s Quarterly Report for the period ending September 30, 2025, which will provide the definitive terms and grant mechanics. Based on the disclosure, this is a governance action to support hiring flexibility rather than a change to existing executive compensation arrangements already disclosed.

0001965040FALSE00019650402025-08-212025-08-210001965040us-gaap:CommonClassAMember2025-08-212025-08-210001965040us-gaap:PreferredClassAMember2025-08-212025-08-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

August 21, 2025

Date of Report (Date of earliest event reported)

Fortrea Holdings Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-41704

92-2796441

(State or other jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

8 Moore Drive
Durham,			North Carolina						27709
(Address of principal executive offices)									(Zip Code)

(Registrant’s telephone number including area code) 877-495-0816

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act.

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.001 par value			FTRE			The NASDAQ Stock Market LLC
Rights to Purchase Series A Preferred Stock, par value $0.001 per share			-			The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 21, 2025, the Board of Directors (the “Board”) of Fortrea Holdings Inc. (the “Company”) amended and restated the Fortrea Holdings Inc. 2025 Inducement Award Plan to increase the number of shares of the Company’s common stock reserved for issuance thereunder by 2,200,000 shares (the “A&R Inducement Plan”) in order to allow for additional inducement award grants as needed to other new hires who are eligible to receive inducement award grants under Nasdaq Listing Rule 5635(c)(4), as the Fortrea Holdings Inc. 2025 Inducement Award Plan was originally established solely to grant inducement awards to Anshul Thakral. The A&R Inducement Plan may be used exclusively for grants of inducement awards to individuals who were not previously employees or directors of the Company, other than following a bona fide period of non-employment, as a material inducement within the meaning of Nasdaq Listing Rule 5635(c)(4) to each such individual’s entry into employment with the Company.

The foregoing description of the A&R Inducement Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the document, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2025.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						Fortrea Holdings Inc.
			By:			/s/ Stillman Hanson
						Name: Stillman Hanson
						Title: General Counsel and Secretary
Date: August 27, 2025

FAQ

What change did Fortrea (FTRE) make to its inducement award plan?

The Board amended and restated the 2025 Inducement Award Plan to increase the shares reserved for issuance by 2,200,000 shares.

Who may receive awards under the A&R Inducement Plan?

Awards may be granted exclusively to individuals who were not previously employees or directors (except after a bona fide non-employment period) as material inducements to enter employment, consistent with Nasdaq Listing Rule 5635(c)(4).

Was the original plan limited to any individual?

Yes, the original 2025 Inducement Award Plan was established solely to grant inducement awards to Anshul Thakral.

Where will I find the full text of the amended plan?

Fortrea will file the full text of the A&R Inducement Plan with its Quarterly Report for the quarter ending September 30, 2025.

When was the amendment approved?

The disclosure states the Board amended and restated the plan on August 21, 2025.