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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 4,886 | $8.01 | $39K |
| Exercise | Restricted Stock Unit | 11,312 | $0.00 | -- |
| Exercise | Common Stock | 11,312 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (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. 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. 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. This number reflects the aggregate amount of Common Stock held by the reporting person. 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. 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. This number reflects the aggregate number of RSUs held by the reporting person.
