[Form 4] Fortrea Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Fortrea Holdings Inc. (FTRE) reporting person Robert Parks, Chief Accounting Officer, had Restricted Stock Units (RSUs) settle into common stock and completed a sell-to-cover tax withholding sale. On 09/15/2025, 24,934 RSUs vested and were settled into 24,934 shares at $0 per RSU as part of scheduled vesting. On 09/16/2025, Parks sold 7,338 shares at a weighted-average price of $9.95 to satisfy tax withholding required by the company’s equity plan. After these transactions, Parks beneficially owned 19,046 shares and held an aggregate 67,721 RSUs (remaining unvested). The Form 4 was signed by an attorney-in-fact on 09/17/2025.

Positive

• 24,934 RSUs vested and converted to 24,934 shares, demonstrating planned executive equity compensation being realized
• Reporting person retains material equity exposure with 19,046 shares plus 67,721 RSUs outstanding, aligning management with shareholder interests

Negative

• 7,338 shares sold via sell-to-cover, reducing direct shareholdings (transaction executed at a weighted-average price of $9.95)
• Sale was at or near current market levels (trades between $9.81 and $10.24), which may slightly dilute perceived insider accumulation signals

Insights

Securities Analyst

TL;DR: Routine executive RSU vesting with a mandated sell-to-cover; modest change in direct holdings, no indication of discretionary sale.

The filing documents scheduled vesting of 24,934 RSUs into common stock and a contemporaneous sell-to-cover of 7,338 shares to satisfy tax obligations. The sale was executed at prices between $9.81 and $10.24, producing a weighted average of $9.95. This is a non-discretionary, plan-mandated transaction and therefore carries limited informational value about the reporting person’s view on FTRE equity. Post-transaction direct ownership is 19,046 shares with 67,721 RSUs outstanding, indicating continued equity exposure tied to future vesting.

Corporate Governance Expert

TL;DR: Standard insider reporting of plan-driven activity; reflects compensation mechanics rather than a trading decision.

The disclosure clarifies that the share disposals were to cover tax withholding under the issuer’s equity incentive election, not discretionary sales. The settlement schedule (first installment vested 09/13/2025, subsequent installments on future anniversaries) is disclosed, showing multi-year retention incentives. No indications of accelerated vesting, policy exceptions, or irregular transfer agents actions are present. Documentation appears complete and compliant with Section 16 reporting requirements.

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).

1. Name and Address of Reporting Person^*

Parks Robert

(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 Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		M		24,934	A	$0(1)	26,384	D
Common Stock(2)	09/16/2025		S		7,338	D	$9.95(3)	19,046(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)	09/15/2025		M			24,934	(5)	(5)	Common Stock	24,934	$0	67,721(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 $9.81 to $10.24. 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 first installment of RSU's vested on September 13, 2025. The second and third installments will vest on the second and third anniversaries of the date of grant, respectively.

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

	/s/ James Stillman Hanson, Attorney-in-Fact for Robert Parks	09/17/2025
	** 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 transactions did Robert Parks (FTRE) report on this Form 4?

The report discloses the settlement of 24,934 RSUs into 24,934 shares on 09/15/2025 and a sell-to-cover sale of 7,338 shares on 09/16/2025 at a weighted-average price of $9.95.

Why were shares sold by the reporting person?

The sales were made to satisfy tax withholding obligations tied to RSU vesting under the issuer’s equity incentive plan and were not discretionary trades.

How many shares and RSUs does Robert Parks beneficially own after these transactions?

After the reported transactions, Parks beneficially owned 19,046 shares and held an aggregate of 67,721 RSUs (unvested).

At what prices were the sold shares executed?

The sale was executed in multiple trades at prices ranging from $9.81 to $10.24, reported as a weighted-average price of $9.95.

When will remaining RSU installments vest?

The filing states the first installment vested on 09/13/2025; the second and third installments will vest on the second and third anniversaries of the grant date, respectively.