Fortrea (FTRE) CFO reports RSU vesting and mandated tax sell-to-cover trades

Rhea-AI Filing Summary

Fortrea Holdings Inc. Chief Financial Officer Jill G. McConnell reported equity award activity and related share sales. On February 9, 2026, 1,685 Restricted Stock Units vested and were settled into the same number of shares of common stock at an exercise price of $0.

On February 10, 2026, she sold 440 shares of common stock at a weighted average price of $13.65 and 441 shares at a weighted average price of $14.11. Footnotes state these sales were “sell to cover” transactions mandated to satisfy tax withholding obligations in connection with the RSU vesting, not discretionary trades. After these transactions, she held 59,574 shares of common stock and 82,964 RSUs directly.

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)
02/09/2026

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	02/09/2026		M		1,685	A	$0(1)	60,455	D
Common Stock(2)	02/10/2026		S		440	D	$13.65(3)	60,015(4)	D
Common Stock(2)	02/10/2026		S		441	D	$14.11(5)	59,574(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)	02/09/2026		M			1,685	(6)	(6)	Common Stock	1,685	$0	82,964(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 $13.44 to $13.75. 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 $13.75 to $14.75. 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. 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. An annual installment of the RSUs vested on February 9, 2026.

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

	/s/ Erica Smith-Klocek, Attorney-in-Fact for Jill G. McConnell	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Fortrea (FTRE) CFO Jill McConnell report in this Form 4?

Fortrea CFO Jill McConnell reported RSU vesting and related share sales. 1,685 RSUs vested into common stock, and she then sold small share blocks to cover tax withholding obligations tied to this vesting, as required under Fortrea’s equity incentive plan.

How many Fortrea (FTRE) RSUs vested for the CFO on February 9, 2026?

On February 9, 2026, 1,685 Restricted Stock Units vested for the CFO. Each RSU converted into one share of Fortrea common stock at an exercise price of $0, reflecting scheduled vesting under RSU awards linked to the company’s prior spin-off arrangements.

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

The CFO sold 440 Fortrea common shares at a weighted average price of $13.65 and 441 shares at $14.11. Both transactions occurred on February 10, 2026 and were executed in multiple trades within disclosed price ranges for each sale block.

Were the Fortrea (FTRE) share sales by the CFO discretionary trades?

The share sales were not discretionary trades by the CFO. Footnotes explain they were mandated “sell to cover” transactions required by Fortrea’s equity incentive plans to fund tax withholding obligations arising from the vesting of Restricted Stock Units.

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

After the reported transactions, the CFO directly held 59,574 shares of Fortrea common stock. She also held 82,964 Restricted Stock Units, each representing a right to receive one share of Fortrea common stock upon future settlement, subject to vesting conditions.

How is the Fortrea (FTRE) spin-off from Labcorp related to these RSUs?

The RSUs stem from Fortrea’s spin-off from Labcorp. RSUs originally granted by Labcorp were converted into time-vesting Fortrea RSUs under an Employee Matters Agreement, and an annual installment of those RSUs vested on February 9, 2026, triggering this Form 4 activity.