Fortrea (FTRE) Form 4: 11,312 RSUs Converted; 4,886 Shares Sold at $8.01

Rhea-AI Filing Summary

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.

Positive

• Settlement of 11,312 RSUs into 11,312 shares on the scheduled vesting date
• Filing discloses weighted average sale price of $8.01 and price range ($7.89–$8.10), providing transaction transparency

Negative

• Issuer-mandated sell-to-cover resulted in the sale of 4,886 shares, reducing direct common stock holdings from 59,656 to 54,770
• Significant number of outstanding RSUs (91,805) remain unvested/convertible, representing potential future dilution

Insights

Financial Analyst

TL;DR: Routine executive equity vesting and mandated sell-to-cover tax sales; no discretionary trading or change in control signaled.

The Form 4 documents the scheduled settlement of 11,312 RSUs into common stock and a subsequent issuer-mandated sell-to-cover of 4,886 shares at a weighted average price of $8.01. These actions reflect compensation vesting mechanics and tax withholding procedures rather than an opportunistic disposition. The reporting person retains 54,770 shares and continues to hold 91,805 RSUs, indicating continued equity exposure to the company.

Corporate Governance Expert

TL;DR: Disclosure is consistent with standard equity compensation administration and includes required explanatory detail.

The filing explains conversion of Labcorp-granted RSUs following Fortrea's spin-off and confirms the sales were mandatory to satisfy tax withholding under company plans. The form includes price ranges ($7.89–$8.10) and the weighted average sale price ($8.01), and is signed by an attorney-in-fact, meeting procedural requirements for Section 16 reporting. No departures, grants beyond the vesting, or discretionary sales are reported.

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 27709

(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)
08/18/2025

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	08/18/2025		M		11,312	A	$0(1)	59,656	D
Common Stock(2)	08/19/2025		S		4,886	D	$8.01(3)	54,770(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)	08/18/2025		M			11,312	(5)	(5)	Common Stock	11,312	$0	91,805(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 $7.89 to $8.10. 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. In connection with the spin-off of Fortrea by Laboratory Corporation of America Holdings ("Labcorp"), RSUs granted by Labcorp were converted into time-vesting RSUs of Fortrea pursuant to the terms of the Employee Matters Agreement. These RSUs vested on August 17, 2025.

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

	/s/ James Stillman Hanson, Attorney-in-Fact for Jill G. McConnell	08/20/2025
	** 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 transactions did Jill G. McConnell report on Form 4 for FTRE?

The report shows settlement of 11,312 RSUs into common stock on 08/18/2025 and a sell-to-cover of 4,886 shares on 08/19/2025 at a weighted average price of $8.01.

Why were shares sold following the RSU vesting?

The sales were executed to satisfy tax withholding obligations under the issuer's equity incentive plans and were not discretionary trades by the reporting person.

How many Fortrea shares does the reporting person beneficially own after these transactions?

After the transactions the reporting person beneficially owned 54,770 shares of Fortrea common stock and held 91,805 RSUs.

What price range were the sell-to-cover transactions executed at?

The transactions were executed at prices ranging from $7.89 to $8.10, with a reported weighted average price of $8.01.

Does the Form 4 indicate any discretionary sales or trading by the reporting person?

No; the Form 4 states the sales were mandated by the issuer's sell-to-cover election and do not represent discretionary trades by the reporting person.