Fortrea (FTRE) CFO exercises RSUs, sells 5,061 shares to cover taxes

Rhea-AI Filing Summary

Fortrea Holdings Inc. Chief Financial Officer Jill G. Mcconnell exercised restricted stock units and sold shares to cover taxes. On March 9, 2026, 15,283 Restricted Stock Units were settled into 15,283 shares of common stock at a conversion price of $0.00 per share on their scheduled vesting date. On March 10, 2026, a total of 5,061 common shares were sold in open-market transactions at weighted average prices of $8.93 and $9.21 per share to satisfy tax withholding obligations under the company’s equity incentive plans, which the company describes as mandated “sell to cover” transactions and not discretionary trades. After these transactions, Mcconnell directly holds 69,796 shares of common stock and 156,131 RSUs, reflecting her ongoing equity stake in Fortrea.

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

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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^*

Mcconnell Jill G.

(Last) (First) (Middle)

8 MOORE DRIVE

(Street)

DURHAM NC 27713

(City) (State) (Zip)

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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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

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

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

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	03/09/2026		M		15,283	A	$0(1)	74,857	D
Common Stock(2)	03/10/2026		S		2,530	D	$8.93(3)	72,327(4)	D
Common Stock(2)	03/10/2026		S		2,531	D	$9.21(5)	69,796(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)	03/09/2026		M			15,283	(6)	(6)	Common Stock	15,283	$0	156,131(7)	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 ("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 $8.72 to $9.03. 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. This transaction was executed in multiple trades at prices ranging from $9.04 to $9.90. 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.

6. The RSUs vested on March 7, 2026. The second installment will vest on March 7, 2027.

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

	/s/ Erica Smith-Klocek, Attorney-in-Fact for Jill G. McConnell	03/11/2026
	** 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.
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FAQ

What did Fortrea (FTRE) CFO Jill Mcconnell report in this Form 4?

Fortrea CFO Jill Mcconnell reported vesting of 15,283 Restricted Stock Units that settled into common stock and subsequent sales of 5,061 shares. The sales were executed solely to cover tax withholding obligations tied to the RSU vesting, not as discretionary stock trades.

How many Fortrea (FTRE) shares did the CFO sell and at what prices?

Jill Mcconnell sold 5,061 Fortrea common shares in two open-market transactions. One block of 2,530 shares sold at a weighted average price of $8.93, and another 2,531 shares sold at a weighted average price of $9.21, within disclosed intraday price ranges.

Were the Fortrea (FTRE) CFO’s stock sales discretionary trades?

The filing states the Fortrea CFO’s stock sales were not discretionary trades. They were mandated “sell to cover” transactions required under the company’s equity incentive plans to fund tax withholding tied to RSU vesting, rather than voluntary portfolio decisions by the executive.

How many Fortrea (FTRE) shares and RSUs does the CFO hold after these transactions?

After the reported transactions, Jill Mcconnell directly holds 69,796 shares of Fortrea common stock and 156,131 Restricted Stock Units. The RSU total reflects unvested awards, while the common stock figure represents her aggregate direct share ownership following the sales made to cover tax obligations.

What do the exercised Fortrea (FTRE) Restricted Stock Units represent?

Each Restricted Stock Unit represents the right to receive one share of Fortrea common stock at settlement. The 15,283 RSUs exercised in this filing settled into 15,283 common shares on their scheduled March 7, 2026 vesting date, as part of the CFO’s equity compensation program.

When do the remaining Fortrea (FTRE) RSUs held by the CFO vest?

The filing notes that the RSUs involved in this transaction vested on March 7, 2026, and a second installment is scheduled to vest on March 7, 2027. This indicates a multi-year vesting schedule governing a portion of the CFO’s equity compensation awards at Fortrea.