Sessa holds 4.32% of Fortrea (FTRE) common stock

Rhea-AI Filing Summary

Fortrea Holdings Inc. (FTRE) received an updated Schedule 13G/A from Sessa Capital entities and John Petry reporting a passive ownership position. The group reports beneficial ownership of 3,993,550 shares of Fortrea common stock, representing 4.32% of the outstanding class as of the reported date.

The reporting persons state they have no sole voting or dispositive power over these shares, but share voting and dispositive power over the full 3,993,550 shares. They certify the holdings are not intended to change or influence control of Fortrea.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Fortrea Holdings Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

34965K107

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 34965K107

1

Names of Reporting Persons

Sessa Capital (Master), L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,993,550.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,993,550.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,993,550.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.32 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 34965K107

1

Names of Reporting Persons

Sessa Capital GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,993,550.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,993,550.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,993,550.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.32 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 34965K107

1

Names of Reporting Persons

Sessa Capital IM, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,993,550.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,993,550.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,993,550.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.32 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 34965K107

1

Names of Reporting Persons

Sessa Capital IM GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,993,550.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,993,550.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,993,550.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.32 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 34965K107

1

Names of Reporting Persons

John Petry

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,993,550.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,993,550.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,993,550.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.32 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Fortrea Holdings Inc.
(b)	Address of issuer's principal executive offices: 8 MOORE DRIVE, DURHAM, NC, 27709
Item 2.
(a)	Name of person filing: (i) Sessa Capital (Master), L.P. (ii) Sessa Capital GP, LLC (iii) Sessa Capital IM, L.P. (iv) Sessa Capital IM GP, LLC (v) John Petry
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is: 888 Seventh Avenue, 30th Floor, New York, NY 10019
(c)	Citizenship: (i) Sessa Capital (Master), L.P. - a Cayman Islands exempted limited partnership (ii) Sessa Capital GP, LLC - a Delaware limited liability company (iii) Sessa Capital IM, L.P. - a Delaware limited partnership (iv) Sessa Capital IM GP, LLC - a Delaware limited liability company (v) John Petry - a United States citizen
(d)	Title of class of securities: Common Stock, $0.001 par value
(e)	CUSIP No.: 34965K107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: (i) 3,993,550 (ii) 3,993,550 (iii) 3,993,550 (iv) 3,993,550 (v) 3,993,550
(b)	Percent of class: (i) 4.32% (ii) 4.32% (iii) 4.32% (iv) 4.32% (v) 4.32%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (i) 0 (ii) 0 (iii) 0 (iv) 0 (v) 0
	(ii) Shared power to vote or to direct the vote: (i) 3,993,550 (ii) 3,993,550 (iii) 3,993,550 (iv) 3,993,550 (v) 3,993,550
	(iii) Sole power to dispose or to direct the disposition of: (i) 0 (ii) 0 (iii) 0 (iv) 0 (v) 0
	(iv) Shared power to dispose or to direct the disposition of: (i) 3,993,550 (ii) 3,993,550 (iii) 3,993,550 (iv) 3,993,550 (v) 3,993,550
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Sessa Capital (Master), L.P.

Signature:	/s/ John Petry
Name/Title:	John Petry
Date:	02/17/2026

Sessa Capital GP, LLC

Signature:	/s/ John Petry
Name/Title:	John Petry
Date:	02/17/2026

Sessa Capital IM, L.P.

Signature:	/s/ John Petry
Name/Title:	John Petry
Date:	02/17/2026

Sessa Capital IM GP, LLC

Signature:	/s/ John Petry
Name/Title:	John Petry
Date:	02/17/2026

John Petry

Signature:	/s/ John Petry
Name/Title:	John Petry
Date:	02/17/2026

FAQ

What ownership stake in Fortrea Holdings Inc. (FTRE) does Sessa Capital report?

Sessa Capital and related reporting persons report beneficial ownership of 3,993,550 shares of Fortrea common stock. This position represents 4.32% of the company’s outstanding common stock, according to the filing, and is reported on a passive basis under Schedule 13G/A.

Who are the reporting persons in this Fortrea (FTRE) Schedule 13G/A filing?

The filing lists five reporting persons: Sessa Capital (Master), L.P., Sessa Capital GP, LLC, Sessa Capital, L.P., another Sessa Capital GP, LLC entry, and John Petry. All jointly report the same 3,993,550 Fortrea common shares as beneficially owned.

What level of voting and dispositive power does Sessa have over Fortrea (FTRE) shares?

The reporting persons state they have no sole voting or dispositive power over Fortrea shares. Instead, they report shared voting and shared dispositive power over 3,993,550 common shares, reflecting coordinated authority over how these shares are voted and potentially sold.

Is Sessa Capital seeking to influence control of Fortrea Holdings (FTRE)?

The certification states the Fortrea securities were not acquired and are not held for the purpose of changing or influencing control of the issuer. The position is reported as passive ownership under Schedule 13G/A, rather than as an activist or control-related stake.

Why does the Fortrea (FTRE) filing note ownership of 5 percent or less of a class?

Item 5 of the filing confirms ownership of 5 percent or less of Fortrea’s common stock. With a reported 4.32% stake, the reporting group falls below the 5% threshold that often indicates a larger, potentially more influential ownership position.

What event date is associated with Sessa Capital’s Fortrea (FTRE) ownership report?

The Schedule 13G/A identifies 12/31/2025 as the date of the event requiring the filing. This date anchors when the reported ownership level of 3,993,550 Fortrea common shares, or 4.32% of the class, became relevant for disclosure purposes.