Fortrea (FTRE) CFO reports RSU vesting and small sell-to-cover stock sale

Rhea-AI Filing Summary

Fortrea Holdings Inc. Chief Financial Officer Jill G. McConnell reported routine equity compensation activity and a small related share sale. On March 13, 2026, 4,284 Restricted Stock Units settled into an equal number of shares of common stock at a conversion price of $0.00 per share as part of their scheduled vesting.

On March 16, 2026, she sold 1,804 shares of common stock at a weighted average price of $9.22 per share in open-market transactions. Footnotes state these sales were mandated "sell to cover" trades solely to satisfy tax withholding obligations tied to the RSU vesting and were not discretionary.

After these transactions, McConnell directly held 72,276 shares of common stock and 151,847 RSUs. The RSUs are scheduled to vest in three substantially equal annual installments beginning on March 13, 2025, providing her with additional future share delivery as they vest.

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 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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

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	03/13/2026		M		4,284	A	$0(1)	74,080	D
Common Stock(2)	03/16/2026		S		1,804	D	$9.22(3)	72,276(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)	03/13/2026		M			4,284	(5)	(5)	Common Stock	4,284	$0	151,847(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 ("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 $9.03 to $9.41. 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 vest in three substantially equal annual installments beginning on March 13, 2025.

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

	/s/ Erica Smith-Klocek, Attorney-in-Fact for Jill G. McConnell	03/17/2026
	** 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).
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FAQ

What insider transactions did Fortrea (FTRE) CFO Jill McConnell report?

Jill McConnell reported RSU vesting and a small share sale. 4,284 Restricted Stock Units converted into common stock, and 1,804 common shares were sold at a weighted average price of $9.22 per share to satisfy tax withholding obligations.

Why did Fortrea (FTRE) CFO Jill McConnell sell 1,804 shares of stock?

The 1,804-share sale was to cover tax withholding obligations. Footnotes explain the issuer requires a "sell to cover" transaction when RSUs vest, so these sales were mandated and not discretionary trades initiated by the CFO.

How many Fortrea (FTRE) shares does CFO Jill McConnell hold after these transactions?

After the reported transactions, McConnell holds 72,276 common shares. A footnote states this number reflects her aggregate common stock position following the RSU settlement and the 1,804-share sell-to-cover sale.

How many Restricted Stock Units (RSUs) does the Fortrea (FTRE) CFO still have?

After the RSU settlement, McConnell holds 151,847 RSUs. A footnote clarifies this figure represents her aggregate RSU holdings, which will convert into common stock as they vest over time.

How do Fortrea (FTRE) RSUs reported by the CFO vest over time?

The reported RSUs vest in three substantially equal annual installments. Footnotes specify vesting begins on March 13, 2025, meaning additional shares of common stock will be delivered to the CFO as each annual tranche vests.

Were Fortrea (FTRE) CFO Jill McConnell’s recent stock sales discretionary trades?

No, the sales were not discretionary trades. The filing states the 1,804 shares sold were mandated "sell to cover" transactions under Fortrea’s equity incentive plan to fund tax withholding on vested RSUs.