Fortrea CFO RSUs settle; sell-to-cover executed at $10.23 average

Rhea-AI Filing Summary

Fortrea Holdings insider Jill G. McConnell settled restricted stock units and sold shares to cover withholding taxes. On 09/08/2025 Ms. McConnell had 7,156 RSUs settle into Common Stock at no cash cost, increasing her reported beneficial ownership to 61,926 shares. The next day, 09/09/2025, she sold 3,156 shares in a company-mandated "sell-to-cover" to satisfy tax withholding at a weighted average price of $10.23, leaving 58,770 shares beneficially owned. The filing notes the RSU vesting was scheduled and the sell-to-cover was required under the issuer's equity plan. The RSUs reflect additional installments with a second installment vesting on 09/06/2026.

Positive

• Timely and transparent disclosure of RSU settlement and sale-to-cover transactions
• RSU vesting indicates continued compensation alignment with shareholder interests
• Explanatory footnotes provide weighted average sale price range and vesting schedule

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine executive equity vesting and tax-related sell-to-cover; modest and non-disruptive to share count.

The Form 4 documents a standard compensation event: 7,156 RSUs vested and were settled into common shares, followed by a mandated sell-to-cover of 3,156 shares at a weighted average price of $10.23. This is an administrative liquidity event that does not indicate discretionary divestiture by the reporting person. The net change in beneficial ownership (to 58,770 shares) should be viewed as routine and unlikely to materially affect Fortrea's capitalization or signal a change in insider sentiment.

Corporate Governance Expert

TL;DR: Filing shows compliance with disclosure and plan-mandated tax withholding; governance practices followed.

The submission appears timely and properly documents the nature of the transactions, including that the sales were executed to satisfy tax withholding under the issuer's equity incentive plan. The explanatory footnotes clarify execution prices and vesting schedule, improving transparency. No indication of discretionary sale or unusual hedging/derivative activity is present.

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^*

Mcconnell Jill G.

(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 Financial 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)	61,926	D
Common Stock(2)	09/09/2025		S		3,156	D	$10.23(3)	58,770(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)	09/08/2025		M			7,156	(5)	(5)	Common Stock	7,156	$0	84,649(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 Jill G. McConnell	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 Fortrea insider Jill G. McConnell report on Form 4 (FTRE)?

The Form 4 reports the settlement of 7,156 RSUs into common stock on 09/08/2025 and a company-mandated sell-to-cover of 3,156 shares on 09/09/2025 at a weighted average price of $10.23.

How many shares does Jill G. McConnell beneficially own after these transactions?

After the transactions the reporting person is shown as beneficially owning 58,770 shares of Fortrea common stock.

Why were shares sold on 09/09/2025?

The sales were executed to satisfy tax withholding obligations related to RSU vesting under the issuer's equity incentive plan and were not discretionary trades by the reporting person.

What price were the sold shares executed at?

The sales were executed in multiple trades at prices ranging from $10.02 to $10.44, with a reported weighted average price of $10.23.

Are there additional RSU vesting events disclosed?

Yes. The Form 4 notes a second installment of RSUs will vest on 09/06/2026 and the reporting person continues to hold additional RSUs (aggregate 84,649 as noted).