Labcorp (NYSE: LH) CEO exercises RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Labcorp Holdings Inc. President & CEO Adam H. Schechter reported multiple equity transactions. On February 6 and 7, 2026, he exercised restricted stock units, converting 4,460 and 3,249 RSUs into an equal number of common shares at an exercise price of $0 per share. Related grants vest in three equal annual installments beginning on February 6, 2025 and February 7, 2024.

To cover tax withholding, Schechter had 1,315 shares withheld at $277.20 on February 6, 2026 and 1,352 shares withheld at $274.01 on February 9, 2026. After these transactions, he directly held 92,616 shares of common stock and 18,679 restricted stock units.

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^*

Schechter Adam H

(Last) (First) (Middle)

531 SOUTH SPRING STREET

(Street)

BURLINGTON NC 27215

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LABCORP HOLDINGS INC. [ LH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026		M		4,460	A	(1)	92,034	D
Common Stock	02/06/2026		F(2)		1,315	D	$277.2	90,719	D
Common Stock	02/07/2026		M		3,249	A	(1)	93,968	D
Common Stock	02/09/2026		F(2)		1,352	D	$274.01	92,616	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)	02/06/2026		M			4,460	(3)	(3)	Common Stock	4,460	$0	18,679(4)	D
Restricted Stock Unit	(1)	02/07/2026		M			3,249	(5)	(5)	Common Stock	3,249	$0	15,430(4)	D

Explanation of Responses:

1. Each Restricted Stock Unit represents the contingent right to receive one share of Labcorp Holdings Inc. Common Stock.

2. Stock withholding to satisfy tax withholding obligations.

3. The Restricted Stock Units that have vested were part of a grant that vests in three equal annual installments beginning on February 6, 2025.

4. This number reflects the aggregate number of Restricted Stock Units held by the reporting person.

5. The Restricted Stock Units vested in three equal annual installments beginning on February 7, 2024 and are now fully vested.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Kathryn W. Kyle, Attorney-in-Fact for Adam H. Schechter	02/10/2026
	** 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).
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FAQ

What insider transactions did Labcorp (LH) CEO Adam Schechter report?

Schechter reported RSU exercises and share withholding for taxes. He converted 4,460 and 3,249 restricted stock units into common stock, then had 1,315 and 1,352 shares withheld at set prices to satisfy tax obligations, while retaining a sizable direct equity position.

How many Labcorp (LH) shares does the CEO hold after these Form 4 transactions?

After the reported activity, Schechter directly held 92,616 Labcorp common shares. He also beneficially owned 18,679 restricted stock units, each representing the contingent right to receive one share of common stock, reflecting both vested and unvested equity awards in his compensation package.

What restricted stock units did the Labcorp (LH) CEO exercise in February 2026?

Schechter exercised 4,460 restricted stock units on February 6, 2026 and 3,249 restricted stock units on February 7, 2026. Each RSU converted into one Labcorp common share at an exercise price of $0 per share, consistent with typical RSU settlement mechanics.

Why were some Labcorp (LH) shares withheld in the CEO’s Form 4 filing?

The filing states that certain shares were withheld to satisfy tax withholding obligations. Specifically, 1,315 shares at $277.20 and 1,352 shares at $274.01 were withheld, rather than sold on the market, to cover associated tax liabilities from RSU vesting.

How do the Labcorp (LH) CEO’s RSU grants vest over time?

One RSU grant vests in three equal annual installments beginning on February 6, 2025. Another RSU grant vested in three equal annual installments beginning on February 7, 2024 and is now fully vested, according to the detailed footnotes in the Form 4 disclosure.

What does each Labcorp (LH) restricted stock unit represent for the CEO?

Each restricted stock unit represents a contingent right to receive one share of Labcorp common stock. These units convert into shares as they vest according to the grant’s schedule, forming a key component of the CEO’s long-term equity compensation package.