Fortrea (FTRE) COO sells shares to cover RSU tax obligations

Rhea-AI Filing Summary

Fortrea Holdings Inc. Chief Operating Officer Mark A. Morais settled 13,966 Restricted Stock Units into the same number of shares of common stock at a conversion price of $0.00 per share. These RSUs vested on March 7, 2026 under the company’s equity incentive plan.

On March 10, 2026, he then executed open-market sales of 4,599 shares of common stock at weighted-average prices of $8.93 and $9.21 per share to cover tax withholding obligations tied to this vesting, pursuant to a mandatory “sell to cover” election and not as discretionary trades. After these transactions, he directly holds 67,419 shares of common stock and 117,285 RSUs, with an additional 4,625 shares held indirectly through his spouse.

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).

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 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)
03/09/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/09/2026		M		13,966	A	$0(1)	72,018	D
Common Stock(2)	03/10/2026		S		2,299	D	$8.93(3)	69,719(4)	D
Common Stock(2)	03/10/2026		S		2,300	D	$9.21(5)	67,419(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)	03/09/2026		M			13,966	(6)	(6)	Common Stock	13,966	$0	117,285(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 ("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 $8.72 to $9.03. 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 $9.04 to $9.90. 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. The RSUs vested on March 7, 2026. The second installment will vest on March 7, 2027.

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	03/11/2026
	** 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.

FAQ

What insider transactions did Fortrea (FTRE) COO Mark Morais report?

Fortrea COO Mark Morais reported RSUs vesting into 13,966 common shares and related sales of 4,599 shares. The sales occurred on March 10, 2026 and were executed in the open market solely to satisfy tax withholding obligations from the RSU vesting.

How many Fortrea (FTRE) shares did the COO sell and at what prices?

Morais sold 4,599 shares of Fortrea common stock in two transactions. Weighted-average sale prices were $8.93 and $9.21 per share, with each trade executed across multiple prices within disclosed ranges on March 10, 2026.

Were the Fortrea (FTRE) COO’s stock sales discretionary trades?

No, the filing states the sales were mandated “sell to cover” transactions. They were required under Fortrea’s equity incentive plans to fund tax withholding obligations triggered by RSU vesting, rather than elective open-market sales chosen by the executive.

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

After the reported transactions, Morais directly holds 67,419 shares of Fortrea common stock and 117,285 Restricted Stock Units. A separate holding entry also shows 4,625 shares of common stock held indirectly through his spouse as of March 9, 2026.

What do the exercised Fortrea (FTRE) RSUs represent for the COO?

Each RSU represents the right to receive one share of Fortrea common stock upon settlement. The 13,966 RSUs that vested on March 7, 2026 converted into 13,966 common shares, forming the basis for the associated tax-related “sell to cover” share sales.

How were the Fortrea (FTRE) COO’s sale prices determined in the Form 4?

The reported prices of $8.93 and $9.21 per share are weighted averages. Each transaction was executed in multiple trades within ranges of $8.72–$9.03 and $9.04–$9.90 respectively, with full trade details available upon request as noted in the filing footnotes.