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

Rhea-AI Filing Summary

Labcorp Holdings Inc. executive Mark S. Schroeder, EVP, President Diagnostics & COO, reported equity award activity involving restricted stock units and common shares. On February 11, 2026, he converted 806 Restricted Stock Units into an equal number of common shares at an exercise price of $0 per share.

To satisfy tax withholding obligations, 259 common shares were withheld at a price of $289.89 per share. Following these transactions, Schroeder directly holds 6,473.1426 shares of Labcorp common stock and 2,358 Restricted Stock Units, which each represent the right to receive one share of common stock.

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^*

Schroeder Mark S

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Pres Diagnostics & COO

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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	02/11/2026		M		806	A	(1)	6,732.1426	D
Common Stock	02/11/2026		F(2)		259	D	$289.89	6,473.1426	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)	02/11/2026		M			806	(3)	(3)	Common Stock	806	$0	2,358(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 11, 2026.

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

	/s/ Kathryn W. Kyle, Attorney-in-Fact for Mark S. Schroeder	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Labcorp (LH) executive Mark Schroeder report in this Form 4 filing?

Mark Schroeder reported equity award activity, including the exercise of 806 Restricted Stock Units into Labcorp common stock and a related tax-withholding share disposition. These transactions reflect routine management of stock-based compensation rather than an open-market purchase or sale.

How many Labcorp (LH) Restricted Stock Units did Mark Schroeder convert to common stock?

Mark Schroeder converted 806 Restricted Stock Units into an equal number of Labcorp common shares. Each unit represents the contingent right to receive one share of common stock, and this conversion was reported as a derivative security exercise at an exercise price of $0 per share.

Why were 259 Labcorp (LH) shares withheld in Mark Schroeder’s Form 4?

The Form 4 shows 259 Labcorp common shares were withheld under transaction code F to satisfy tax withholding obligations. This tax-related disposition occurred at a share price of $289.89 and is a common mechanism for covering taxes on equity awards.

How many Labcorp (LH) common shares does Mark Schroeder own after these transactions?

After the reported transactions, Mark Schroeder directly owns 6,473.1426 Labcorp common shares. This figure reflects the 806 shares received from Restricted Stock Unit conversion, net of the 259 shares withheld to cover tax obligations associated with the vesting event.

How many Labcorp (LH) Restricted Stock Units does Mark Schroeder still hold?

Following the vesting and conversion, Mark Schroeder holds 2,358 Restricted Stock Units. According to the disclosure, each unit represents the contingent right to receive one Labcorp common share, and this number reflects the aggregate RSUs remaining under his equity awards.

When did the insider transactions reported by Labcorp (LH) executive Mark Schroeder take place?

The reported transactions occurred on February 11, 2026. On that date, Schroeder’s Restricted Stock Units vested and were converted into 806 common shares, with 259 of those shares subsequently withheld to meet tax obligations related to the equity award vesting.

How do the Labcorp (LH) Restricted Stock Units reported by Mark Schroeder vest over time?

The filing notes that the reported Restricted Stock Units vest in three equal annual installments, beginning on February 11, 2026. The 806 RSUs that vested and converted in this Form 4 represent the first installment of that multi-year vesting schedule.