FTRE Form 4: RSU Vesting and Sell-to-Cover Reported by James Hanson

Rhea-AI Filing Summary

Fortrea Holdings insider transaction summary: General Counsel James S. Hanson received 5,788 Restricted Stock Units (RSUs) that vested and settled into 5,788 shares of Fortrea common stock on September 8, 2025. Following settlement, Hanson sold 1,677 shares on September 9, 2025 at a weighted average price of $10.23 per share to satisfy tax withholding obligations under the companys equity plan. After these actions, Hanson directly beneficially owns 19,092 shares and holds an aggregate 47,167 RSUs (with a second installment vesting on September 6, 2026). The Form 4 is signed by Hanson on September 10, 2025.

Positive

• Transparency: The Form 4 discloses the RSU settlement, exact share counts, sale price range, weighted average price, and next vesting installment date.
• Planned vesting: The filing shows scheduled vesting dates and the companys required sell-to-cover mechanism, reducing ambiguity about the nature of the sale.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine RSU vesting with a sell-to-cover for tax withholding; no discretionary open-market selling indicated.

The filing documents a scheduled vesting event for RSUs and a contemporaneous sell-to-cover that the issuer mandates to satisfy tax obligations. This is a common administrative practice and does not reflect an independent trading decision by the reporting officer. The filing discloses the weighted average sale price range ($10.02 to $10.44) and the remaining equity and RSU position, including the next vesting installment date, which supports transparency around insider holdings and dilution timing.

Securities Analyst

TL;DR: Transaction is informationally neutral for shareholders; it updates insider ownership counts and settlement schedule.

The material items are the number of RSUs settled (5,788), shares sold to cover taxes (1,677) and the weighted average sale price ($10.23). The residual direct beneficial ownership (19,092 shares) and total RSU count (47,167) are explicitly provided, along with the next vesting date. These figures matter for calculating insider stake and future potential share issuance upon vesting, but the reported activity is routine and administrative.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Hanson James S.

(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)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		M		5,788	A	$0(1)	20,769	D
Common Stock(2)	09/09/2025		S		1,677	D	$10.23(3)	19,092(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)	09/08/2025		M			5,788	(5)	(5)	Common Stock	5,788	$0	47,167(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. 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 $10.02 to $10.44. 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 vested on September 6, 2025. The second installment will vest on September 6, 2026.

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

	/s/ James Stillman Hanson	09/10/2025
	** 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 transactions did Fortrea (FTRE) insider James S. Hanson report on Form 4?

Hanson reported the settlement of 5,788 RSUs into 5,788 shares on September 8, 2025 and a subsequent sale of 1,677 shares on September 9, 2025 to cover taxes.

At what price were the Fortrea shares sold in the Form 4 reported by James S. Hanson?

The sale was executed in multiple trades at prices ranging from $10.02 to $10.44, with a weighted average price of $10.23.

How many Fortrea shares does James S. Hanson beneficially own after the reported transactions?

The filing reports Hanson directly beneficially owns 19,092 shares following the transactions.

How many RSUs does James S. Hanson hold and when is the next vesting?

Hanson holds an aggregate of 47,167 RSUs; the second installment of the RSUs will vest on September 6, 2026.

Was the sale by James S. Hanson an independent trade or a company-mandated sell-to-cover?

The filing states the sales were to satisfy tax withholding obligations and were mandated by the issuers election under its equity incentive plans, described as a sell-to-cover transaction.