Fortrea (FTRE) COO reports RSU vesting and tax-related share sale

Rhea-AI Filing Summary

Fortrea Holdings Inc. Chief Operating Officer Mark A. Morais reported routine equity compensation activity and related tax sales. On March 13, 2026, he settled 4,284 Restricted Stock Units (RSUs), each converting into one share of Fortrea common stock on a scheduled vesting date.

On March 16, 2026, he sold 1,804 shares of common stock in an open-market transaction at a weighted average price of $9.22 per share to cover tax withholding obligations tied to the RSU vesting. The company’s equity plan requires this “sell to cover” approach, so the sale was not a discretionary trade.

After these transactions, Morais directly held 69,899 shares of common stock and 113,001 RSUs, and there were 4,625 additional shares held indirectly through his spouse.

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 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 Operating 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)	71,703	D
Common Stock(2)	03/16/2026		S		1,804	D	$9.22(3)	69,899(4)	D
Common Stock								4,625	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)	03/13/2026		M			4,284	(5)	(5)	Common Stock	4,284	$0	113,001(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 Mark A. Morais	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Fortrea (FTRE) COO Mark Morais report in this Form 4?

Mark A. Morais reported RSU vesting and a related tax sale. He settled 4,284 Restricted Stock Units into common stock, then sold 1,804 shares to cover tax withholding obligations under Fortrea’s equity incentive plan, a routine compensation-related transaction.

How many Fortrea (FTRE) shares did the COO sell and at what price?

He sold 1,804 shares of Fortrea common stock. The sale occurred at a weighted average price of $9.22 per share, based on multiple trades executed between $9.03 and $9.41, as detailed in the Form 4 footnotes.

Was the Fortrea (FTRE) insider sale by the COO a discretionary trade?

No, the sale was not discretionary. The 1,804 shares were sold solely to cover tax withholding obligations triggered by RSU vesting, pursuant to Fortrea’s equity incentive plans, which require a mandatory “sell to cover” transaction for these tax payments.

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

Following the reported transactions, Mark A. Morais directly held 69,899 shares of Fortrea common stock and 113,001 Restricted Stock Units. In addition, 4,625 common shares were held indirectly through his spouse, as disclosed in the Form 4 holding entry.

What do the Fortrea (FTRE) Restricted Stock Units reported by the COO represent?

Each Restricted Stock Unit represents the right to receive one share of Fortrea common stock at settlement. The RSUs vest in three substantially equal annual installments beginning on March 13, 2025, with vested units converting into common shares on each scheduled vesting date.

How many RSUs vested for the Fortrea (FTRE) COO in this Form 4?

In this filing, 4,284 Restricted Stock Units vested and were settled into an equal number of Fortrea common shares. This settlement occurred on the scheduled vesting date, consistent with the RSU award’s original vesting schedule and terms described in the Form 4 footnotes.