Fortrea Insider Report: 11,312 RSUs Settled; Sell-to-Cover at $8.01 Weighted Avg

Rhea-AI Filing Summary

Mark A. Morais, Chief Operating Officer of Fortrea Holdings Inc. (FTRE), reported settlement and related sales tied to time-vesting RSUs converted from Labcorp. On 08/18/2025, 11,312 Restricted Stock Units (RSUs) settled into Common Stock at $0 per share as scheduled following the Labcorp spin-off; those RSUs vested on 08/17/2025. On 08/19/2025 the reporting person sold 4,886 shares in a "sell to cover" required to satisfy tax withholding, executed in multiple trades at prices ranging from $7.89 to $8.10 with a weighted average of $8.01. Following these transactions the reporting person beneficially owned 52,975 shares directly and reported an indirect interest in 4,625 shares owned by a spouse, which were inadvertently omitted from prior filings.

Positive

• Settlement of 11,312 RSUs into common stock as scheduled, reflecting compensation vesting converted from Labcorp RSUs
• Sell-to-cover transactions were plan-mandated to satisfy tax withholding rather than discretionary sales
• Correction disclosed for previously omitted indirect ownership of 4,625 shares owned by spouse

Negative

• Prior omission of spouse-owned 4,625 shares in earlier filings, indicating a disclosure lapse that required correction

Insights

Financial Analyst

TL;DR: Routine RSU vesting and mandated sell-to-cover tax sale; modest net increase in beneficial holdings after settlement.

The report documents non-discretionary equity events: conversion and vesting of 11,312 RSUs into common shares and a contemporaneous sell-to-cover of 4,886 shares to satisfy tax withholding at a weighted average price of $8.01. These are compensation-related transactions, not open-market investment decisions, and they modestly change disclosed share counts. No cash proceeds or other corporate actions beyond the Labcorp-to-Fortrea RSU conversion are indicated.

Corporate Governance Expert

TL;DR: Disclosure is standard but includes a corrected omission of spouse-owned shares that should improve record accuracy.

The Form 4 properly discloses settlement, a required sell-to-cover, and corrects an inadvertent omission of 4,625 shares held by the reporting person’s spouse. While the correction is remedial and improves compliance with Section 16 reporting, the omission highlights the importance of thorough pre-filing review for insider holdings. Transactions were executed pursuant to plan-mandated terms, not discretionary trades.

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 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)
08/18/2025

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	08/18/2025		M		11,312	A	$0(1)	57,861	D
Common Stock(2)	08/19/2025		S		4,886	D	$8.01(3)	52,975(4)	D
Common Stock								4,625(5)	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)	08/18/2025		M			11,312	(6)	(6)	Common Stock	11,312	$0	88,632(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. 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 $7.89 to $8.10. 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 balance reflects an indirect interest in 4,625 shares owned by the spouse of the reporting person, whom the reporting person recently married, which were inadvertently omitted from prior filings.

6. In connection with the spin-off of Fortrea by Laboratory Corporation of America Holdings ("Labcorp"), RSUs granted by Labcorp were converted into time-vesting RSUs of Fortrea pursuant to the terms of the Employee Matters Agreement. These RSUs vested on August 17, 2025.

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

	/s/ James Stillman Hanson, Attorney-in-Fact for Mark A. Morais	08/20/2025
	** 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 RSU activity did FTRE insider Mark A. Morais report?

The reporting person had 11,312 RSUs settle into common stock on 08/18/2025 following vesting converted from Labcorp RSUs.

Why were shares sold by the reporting person on 08/19/2025?

The sales of 4,886 shares were "sell to cover" transactions mandated to satisfy tax withholding obligations associated with RSU vesting.

At what prices were the shares sold and what was the weighted average?

Sales were executed in multiple trades at prices ranging from $7.89 to $8.10; the reported weighted average price was $8.01.

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

The Form 4 reports 52,975 shares held directly following the transactions and an indirect interest in 4,625 shares owned by a spouse.

Was there any correction or restatement in this filing?

Yes. The filing discloses an inadvertent omission of 4,625 spouse-owned shares from prior filings and corrects the record.