FTRE Form 4: Robert Parks RSU Settlement and Sell-to-Cover Transaction

Rhea-AI Filing Summary

Fortrea Holdings (FTRE) insider Robert Parks reported settlement and partial sale of restricted stock units. On 09/08/2025 Mr. Parks had 2,042 RSUs settle into 2,042 shares of common stock, increasing his direct holdings to 92,655 RSUs (aggregate RSU count) and 2,042 shares reported following settlement. On 09/09/2025 he executed a sell-to-cover of 592 shares at a weighted-average price of $10.23 to satisfy tax withholding, leaving 1,450 shares held directly. The RSUs vested on 09/06/2025 with a remaining installment vesting 09/06/2026. All trades were routine equity-compensation transactions and the sales were not discretionary.

Positive

• Recorded settlement of 2,042 RSUs into Common Stock on the scheduled vesting date, reflecting compensation realization
• Disclosure specifies weighted-average sale price range ($10.02–$10.44) and weighted-average price ($10.23), enabling transparency

Negative

• A mandatory sell-to-cover resulted in the sale of 592 shares, reducing direct holdings to 1,450 shares
• Filing shows significant outstanding RSU balance (92,655 RSUs aggregate), which may result in future share issuances upon vesting

Insights

Financial Analyst

TL;DR: Routine insider settlement and sell-to-cover; modest net share increase but no material change to ownership.

The filing documents the scheduled vesting and settlement of 2,042 RSUs into common stock and a consequent mandatory sell-to-cover of 592 shares at a weighted-average price of $10.23. The net direct shares held by the reporting person after these transactions is 1,450 shares, with 92,655 RSUs (aggregate) remaining. These are standard equity-compensation mechanics that do not indicate voluntary market timing or a material change in beneficial ownership given the sizes disclosed.

Corporate Governance Expert

TL;DR: Compensation-driven transactions consistent with plan terms; disclosure is complete and clear.

The Form 4 clearly states the RSU settlement, the mandatory nature of the sell-to-cover to satisfy tax obligations, and provides the weighted-average sale price range. The filing discloses the vesting schedule (next installment 09/06/2026) and is signed by an attorney-in-fact. From a governance perspective, this is a routine officer disclosure without indications of atypical executive selling behavior.

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^*

Parks Robert

(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 Accounting Officer

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		2,042	A	$0(1)	2,042	D
Common Stock(2)	09/09/2025		S		592	D	$10.23(3)	1,450(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			2,042	(5)	(5)	Common Stock	2,042	$0	92,655(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, Attorney-in-Fact for Robert Parks	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 Robert Parks report on the Form 4 for FTRE?

Mr. Parks reported the settlement of 2,042 RSUs into 2,042 shares on 09/08/2025 and a mandatory sell-to-cover of 592 shares on 09/09/2025 at a weighted-average price of $10.23.

Why were shares sold after the RSU settlement?

The sales were mandated by the issuer to satisfy tax withholding obligations under the company's equity incentive plans and were not discretionary trades by the reporting person.

How many RSUs and shares does Robert Parks hold after these transactions?

The Form 4 reports 1,450 shares held directly after the transactions and an aggregate of 92,655 RSUs reported as held by the reporting person.

When do the remaining RSUs vest?

The filing states the vested RSUs settled on 09/06/2025 and the second installment is scheduled to vest on 09/06/2026.

At what prices were the sold shares executed?

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