Fortrea COO Vesting and Sell-to-Cover: 7,156 RSUs Settled, 3,155 Sold

Rhea-AI Filing Summary

Mark A. Morais, Chief Operating Officer of Fortrea Holdings Inc. (FTRE), reported settlement of restricted stock units (RSUs) and a related sell-to-cover transaction. On 09/08/2025, 7,156 RSUs vested and were settled into 7,156 shares of Common Stock at no cash price. On 09/09/2025 the reporting person sold 3,155 shares at a weighted average price of $10.23 to satisfy tax withholding obligations under the company’s equity plan. After these transactions the reporting person beneficially owned 56,976 shares of Common Stock directly and 4,625 indirectly through a spouse, with 7,156 RSUs settled and an aggregate 81,476 RSUs/underlying shares noted as held. The sales were described as mandatory "sell-to-cover" actions, not discretionary trades.

Positive

• Clear disclosure of RSU vesting, settlement and mandatory sell-to-cover transaction, including weighted-average sale price range ($10.02–$10.44).
• Reporting person retains significant ownership after transactions (56,976 shares directly and 4,625 indirectly), indicating continued alignment with shareholders.

Negative

• None.

Insights

Securities Analyst

TL;DR: Officer vested RSUs and executed a routine sell-to-cover; transaction is administrative, not an active liquidity signal.

The Form 4 discloses a scheduled vesting event converting 7,156 RSUs to common shares on 09/08/2025 followed by a mandated sale of 3,155 shares on 09/09/2025 to satisfy tax withholding. The weighted average sale price was $10.23 across multiple trades. These actions are consistent with plan-driven tax withholding and do not reflect discretionary insider selling. Holdings after the transactions show direct beneficial ownership of 56,976 shares and indirect ownership of 4,625 shares, with additional RSU-related counts reported. For investors, this filing documents routine equity compensation mechanics rather than a change in corporate outlook.

Corporate Governance Expert

TL;DR: Disclosure is clear on nature and timing of transactions; filing meets Section 16 transparency requirements.

The reporting provides explicit explanations: RSU vesting on 09/06/2025, settlement into common stock, and mandated sell-to-cover for tax obligations. The Form 4 includes the weighted-average sale price range ($10.02–$10.44) and offers to provide trade-level details on request, which supports compliance and transparency. No amendments or irregularities are indicated. This is a standard compensation-related disclosure with minimal governance concern.

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 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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		M		7,156	A	$0(1)	60,131	D
Common Stock(2)	09/09/2025		S		3,155	D	$10.23(3)	56,976(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	09/08/2025		M			7,156	(5)	(5)	Common Stock	7,156	$0	81,476(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 $10.02 to $10.44. 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. The RSUs vested on September 6, 2025. The second installment will vest on September 6, 2026.

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

	/s/ James Stillman Hanson, Attorney-in-Fact for Mark A. Morais	09/10/2025
	** 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.
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.

FAQ

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

The Form 4 reports settlement of 7,156 RSUs into common shares on 09/08/2025 and a mandatory sale of 3,155 shares on 09/09/2025 to cover taxes at a weighted average price of $10.23.

Why were 3,155 shares sold by FTRE insider Mark Morais?

Those shares were sold as a sell-to-cover transaction required by Fortrea’s equity incentive plans to satisfy tax withholding obligations, not as a discretionary sale.

How many FTRE shares does Mark Morais beneficially own after these transactions?

After the transactions he beneficially owned 56,976 shares directly and 4,625 indirectly through his spouse; the filing lists an aggregate RSU/underlying share count of 81,476.

What was the price range for the shares sold in the Form 4?

The sale was executed in multiple trades at prices ranging from $10.02 to $10.44, with a weighted average reported as $10.23.

When did the RSUs vest according to the filing?

The filing states the RSUs vested on September 6, 2025, with a second installment scheduled to vest on September 6, 2026.