STOCK TITAN

Fortrea Holdings (FTRE) COO has 11,313 RSUs vest

(Neutral)
(Negative)
Form Type
4

Rhea-AI Filing Summary

Fortrea Holdings Inc. (FTRE) reports that Chief Operating Officer Mark A. Morais had Restricted Stock Units (RSUs) granted in connection with the Labcorp spin-off vest on August 17, 2026. 11,313 RSUs were settled into the same number of shares of common stock, while 4,892 shares were sold at a weighted average price of $18.19 solely to cover tax withholding obligations under a mandated "sell to cover" arrangement, not as discretionary trades. After these transactions, Morais directly holds 90,682 RSUs and there is an indirect holding of 4,625 common shares attributed to his spouse.

Positive

  • None.

Negative

  • None.
Insider Morais Mark A.
Role Chief Operating Officer
Sold 4,892 shs ($89K)
Approx. gross sale proceeds $89K
Type Security Shares Price Value
Sale Common Stock F2, F3, F4 4,892 $18.19 $89K
Exercise Restricted Stock Unit F1, F5, F6 11,313 $0.00 $0.00
Exercise Common Stock F1 11,313 $0.00 $0.00
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Unit — 90,682 shares (Direct); Common Stock — 77,786 shares (Direct); Common Stock — 4,625 shares (Indirect, Spouse)
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 $17.96 to $18.32. 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. 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. The RSUs vested on August 17, 2026.
  6. F6. This number reflects the aggregate number of RSUs held by the reporting person.
Shares sold for tax withholding 4,892 shares Common Stock sold to cover tax withholding obligations on RSU vesting
Weighted average sale price $18.19 per share Price for 4,892 Fortrea common shares sold in multiple trades
RSUs settled into common stock 11,313 RSUs/shares RSUs settled into Fortrea common stock on scheduled vesting date
RSUs held after transaction 90,682 RSUs Aggregate number of RSUs held by Mark A. Morais after settlement
Indirect spouse holdings 4,625 shares Common Stock held indirectly through spouse
RSU vesting date August 17, 2026 Date on which converted Fortrea RSUs vested
RSU exercise/settlement shares 11,313 shares Underlying Fortrea common shares delivered upon RSU settlement
Sale price range $17.96 to $18.32 per share Range of prices across multiple trades in the sale transaction
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.
Employee Matters Agreement regulatory
"were converted into time-vesting RSUs of Fortrea pursuant to the terms of the Employee Matters Agreement"
time-vesting RSUs financial
"RSUs granted by Labcorp were converted into time-vesting RSUs of Fortrea"
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.

FAQ

What insider transactions did FTRE COO Mark A. Morais report on this Form 4?

Mark A. Morais reported 11,313 RSUs vesting and settling into common stock and the sale of 4,892 shares of Fortrea common stock. The sale was tied to tax withholding obligations associated with the RSU vesting.

At what price were Fortrea (FTRE) shares sold by Mark A. Morais?

Morais reported selling 4,892 shares of Fortrea common stock at a weighted average price of $18.19 per share. The transaction was executed in multiple trades between $17.96 and $18.32 per share.

Why did Mark A. Morais sell Fortrea (FTRE) shares in this filing?

The filing states the 4,892 shares were sold to cover tax withholding obligations related to RSU vesting. The sale was mandated by Fortrea’s equity incentive plan “sell to cover” election and was not a discretionary trade by Morais.

How many RSUs does Mark A. Morais hold in Fortrea (FTRE) after these transactions?

After the reported RSU settlement, Morais holds 90,682 Restricted Stock Units (RSUs) in Fortrea. Each RSU represents the right to receive one share of Fortrea common stock upon settlement, according to the filing’s description.

What is the origin of the RSUs reported by Mark A. Morais in Fortrea (FTRE)?

The filing explains that RSUs initially granted by Laboratory Corporation of America Holdings (Labcorp) were converted into time-vesting Fortrea RSUs in connection with the Fortrea spin-off, under the companies’ Employee Matters Agreement.

Does Mark A. Morais report any indirect holdings of Fortrea (FTRE) stock?

Yes. The Form 4 shows an indirect holding of 4,625 shares of Fortrea common stock categorized under “Spouse” ownership. This entry reflects shares held through his spouse rather than directly by Morais.

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SEC Form 4
FORM 4UNITED 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 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/18/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/18/2026M11,313A$0(1)82,678D
Common Stock(2)08/19/2026S4,892D$18.19(3)77,786(4)D
Common Stock4,625ISpouse
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)08/18/2026M11,313 (5) (5)Common Stock11,313$090,682(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 $17.96 to $18.32. 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. The RSUs vested on August 17, 2026.
6. This number reflects the aggregate number of RSUs held by the reporting person.
/s/ Erica Smith-Klocek, Attorney-in-Fact for Mark A. Morais08/19/2026
** Signature of Reporting PersonDate
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)