Fortrea interim CAO sells 246 shares for taxes

Fortrea’s interim CAO settled vested RSUs into shares, then sold a portion solely to cover tax withholding obligations.

Rhea-AI Filing Summary

Fortrea Holdings Inc. (FTRE) reported insider equity activity by Interim CAO Carrie Elizabeth Russell. On September 8, 2026, 850 Restricted Stock Units settled into 850 shares of Common Stock upon vesting. On September 9, 2026, 246 Common shares were sold at a weighted average price of $16.85 per share to cover tax withholding obligations under a mandated "sell to cover" arrangement, not as discretionary trades. Following these transactions, Russell continues to hold Common Stock and 14,475 RSUs directly, with no Rule 10b5-1 trading plan reported.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Russell Carrie Elizabeth

Role Interim CAO

Sold 246 shs ($4K)

Approx. gross sale proceeds $4K

Type	Security	Shares	Price	Value
Sale	Common Stock F2, F3, F4	246	$16.85	$4K
Exercise	Restricted Stock Unit F1, F5, F6	850	$0.00	$0.00
Exercise	Common Stock F1	850	$0.00	$0.00

Holdings After Transaction: Restricted Stock Unit — 14,475 contracts (Direct); Common Stock — 2,384 shares (Direct)

Footnotes (6)

1. F1. Each Restricted Stock Unit ("RSU") represents the right to receive, at settlement, one share of Fortrea Holdings Inc. ("Fortrea") Common Stock. This transaction represents the settlement of RSUs into Common Stock on their scheduled vesting date.
2. F2. The sales reported on this Form 4 represent shares of Common Stock sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs. These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.
3. F3. This transaction was executed in multiple trades at prices ranging from $16.72 to $17.09. The price reported in column 4 above reflects the weighted average price of the shares of Common Stock sold. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
4. F4. This number reflects the aggregate amount of Common Stock held by the reporting person.
5. F5. The RSUs vested on September 6, 2026.
6. F6. This number reflects the aggregate number of RSUs held by the reporting person.

Key Figures

Common shares sold: 246 shares Sale weighted average price: $16.85 per share RSUs settled: 850 RSUs / 850 shares +2 more

5 metrics

Common shares sold 246 shares Shares of Fortrea Common Stock sold on September 9, 2026

Sale weighted average price $16.85 per share Weighted average sale price for 246 Common shares; trades ranged from $16.72 to $17.09

RSUs settled 850 RSUs / 850 shares RSUs vested and settled into Common Stock on September 8, 2026

RSUs held after transaction 14,475 RSUs Aggregate number of Restricted Stock Units held after the reported transactions

Net buy/sell shares 246 shares net sold Net effect across reported transactions, combining exercises and sale

Key Terms

Restricted Stock Unit, sell to cover, weighted average price, equity incentive plans

4 terms

Restricted Stock Unit financial

"Each Restricted Stock Unit ("RSU") represents the right to receive, at settlement, one share"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

sell to cover financial

"require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

weighted average price financial

"The price reported in column 4 above reflects the weighted average price of the shares"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

equity incentive plans financial

"the Issuer's election under its equity incentive plans to require the satisfaction"

Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.

FAQ

What insider transactions did Fortrea (FTRE) report for Carrie Elizabeth Russell?

Fortrea reported that Interim CAO Carrie Elizabeth Russell had 850 RSUs vest and settle into 850 Common shares on September 8, 2026, and then sold 246 Common shares on September 9, 2026 to cover tax withholding obligations from that vesting.

How many Fortrea (FTRE) shares did the insider sell and at what price?

Russell sold 246 shares of Fortrea Common Stock on September 9, 2026 at a weighted average price of $16.85 per share, with trade prices ranging from $16.72 to $17.09, as disclosed in the Form 4 footnote.

Why did the Fortrea (FTRE) insider sell 246 shares?

The 246-share sale was made to cover tax withholding obligations related to the vesting of RSUs. The issuer’s equity incentive plan requires tax withholding to be satisfied through a mandated “sell to cover” transaction, so these were not discretionary trades by Russell.

How many Fortrea (FTRE) RSUs does the insider hold after these transactions?

After the September 8, 2026 RSU settlement, Russell holds 14,475 Restricted Stock Units, each representing the right to receive one share of Fortrea Common Stock upon settlement, according to the Form 4 disclosure and its related footnote.

Were the Fortrea (FTRE) insider transactions made under a Rule 10b5-1 plan?

No. The Form 4 indicates that no Rule 10b5-1 trading plan is reported for these transactions. The sale was instead carried out under the issuer’s equity plan election requiring a “sell to cover” transaction to satisfy tax withholding obligations.

What happened to the RSUs that vested for Fortrea (FTRE)’s interim CAO?

On September 8, 2026, 850 RSUs vested and were settled into 850 shares of Fortrea Common Stock. Each RSU represents the right to receive one share at settlement, and this event was recorded as an exercise/conversion of a derivative security.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/10/2026 - 04:09 PM Accepted by SEC EDGAR 09/10/2026 - 04:08 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Russell Carrie Elizabeth

(Last) (First) (Middle)

8 MOORE DRIVE

(Street)

DURHAM NORTH CAROLINA 27713

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Fortrea Holdings Inc. [ FTRE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Interim CAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/08/2026		M		850	A	$0(1)	2,630	D
Common Stock(2)	09/09/2026		S		246	D	$16.85(3)	2,384(4)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	09/08/2026		M			850	(5)	(5)	Common Stock	850	$0	14,475(6)	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents the right to receive, at settlement, one share of Fortrea Holdings Inc. ("Fortrea") Common Stock. This transaction represents the settlement of RSUs into Common Stock on their scheduled vesting date.

2. The sales reported on this Form 4 represent shares of Common Stock sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs. These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.

3. This transaction was executed in multiple trades at prices ranging from $16.72 to $17.09. The price reported in column 4 above reflects the weighted average price of the shares of Common Stock sold. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

4. This number reflects the aggregate amount of Common Stock held by the reporting person.

5. The RSUs vested on September 6, 2026.

6. This number reflects the aggregate number of RSUs held by the reporting person.

	/s/ Erica Smith-Klocek, Attorney-in-Fact for Carrie Russell	09/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)