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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 4,886 | $8.01 | $39K |
| Exercise | Restricted Stock Unit | 11,312 | $0.00 | -- |
| Exercise | Common Stock | 11,312 | $0.00 | -- |
Footnotes (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. 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. 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. This number reflects the aggregate amount of Common Stock held by the reporting person. 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. This number reflects the aggregate number of RSUs held by the reporting person.
