Fortrea (FTRE) COO executes tax-related stock sales after RSU vesting

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Fortrea Holdings Inc.'s Chief Operating Officer, Mark A. Morais, reported routine equity compensation activity. On February 9, 2026, 2,255 Restricted Stock Units vested and were settled into the same number of common shares at an exercise price of $0.

On February 10, 2026, he sold 589 shares at $13.65 and 590 shares at $14.11 in transactions described as mandated "sell to cover" sales to satisfy tax withholding obligations related to the RSU vesting, not discretionary trades. After these transactions, he directly held 58,052 common shares, indirectly held 4,625 shares through his spouse, and beneficially owned 79,221 RSUs.

Insider Trade Summary

Net Seller: 1,179 shares ($16,365)

Net Sell 5 txns

Insider Morais Mark A.

Role Chief Operating Officer

Sold 1,179 shs ($16K)

Type	Security	Shares	Price	Value
Sale	Common Stock	589	$13.65	$8K
Sale	Common Stock	590	$14.11	$8K
Exercise	Restricted Stock Unit	2,255	$0.00	--
Exercise	Common Stock	2,255	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 58,642 shares (Direct); Restricted Stock Unit — 79,221 shares (Direct); Common Stock — 4,625 shares (Indirect, Spouse)

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 $13.44 to $13.75. 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. This transaction was executed in multiple trades at prices ranging from $13.75 to $14.75. 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. 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. An annual installment of the RSUs vested on February 9, 2026. This number reflects the aggregate number of RSUs held by the reporting person.

Form 4 Insider Transactions: What Each Field Means →

02/11/2026 - 07:04 PM

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^*

Morais Mark A.

(Last)

(First)

(Middle)

8 MOORE DRIVE

(Street)

DURHAM

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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/09/2026		M		2,255	A	$0⁽¹⁾	59,231	D
Common Stock⁽²⁾	02/10/2026		S		589	D	$13.65⁽³⁾	58,642⁽⁴⁾	D
Common Stock⁽²⁾	02/10/2026		S		590	D	$14.11⁽⁵⁾	58,052⁽⁴⁾	D
Common Stock								4,625	I	Spouse

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	02/09/2026		M			2,255	⁽⁶⁾	⁽⁶⁾	Common Stock	2,255	$0	79,221⁽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. 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 $13.44 to $13.75. 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 $13.75 to $14.75. 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. 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. An annual installment of the RSUs vested on February 9, 2026.

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

	/s/ Erica Smith-Klocek, Attorney-in-Fact for Mark A. Morais	02/11/2026
	** 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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Fortrea (FTRE) report for its COO?

Fortrea’s COO, Mark A. Morais, reported RSU vesting and related stock sales. 2,255 RSUs settled into common shares, followed by small mandated sales to cover tax withholding obligations, which the company describes as non-discretionary sell-to-cover transactions rather than elective trading activity.

How many Fortrea (FTRE) RSUs vested for the COO and at what price?

2,255 Restricted Stock Units vested for Fortrea’s COO at an exercise price of $0. Each RSU converts into one share of common stock, reflecting scheduled equity compensation under prior grants tied to the company’s spin-off and ongoing time-based vesting terms.

Why did the Fortrea (FTRE) COO sell shares on February 10, 2026?

The shares were sold to cover tax withholding triggered by RSU vesting. Fortrea states its equity plans mandate a "sell to cover" approach, so these sales were required for tax settlement and are not characterized as discretionary trading decisions by the executive.

What prices were the Fortrea (FTRE) COO’s February 10, 2026 stock sales executed at?

The COO sold 589 shares at a weighted average price of $13.65 and 590 shares at $14.11. Each transaction was executed in multiple trades within stated intraday ranges, with the reported prices reflecting volume-weighted averages across those individual executions.

How many Fortrea (FTRE) shares does the COO hold after these transactions?

After the reported transactions, the COO directly held 58,052 shares of Fortrea common stock. He also indirectly held 4,625 additional shares through his spouse, and separately beneficially owned 79,221 Restricted Stock Units representing potential future share deliveries.

What does the Form 4 say about the Fortrea (FTRE) COO’s remaining RSUs?

The Form 4 reports that the COO holds 79,221 RSUs after the vesting event. These units arose from Labcorp awards converted at the Fortrea spin-off and continue to vest over time, each representing one potential share of Fortrea common stock upon settlement.