Mcconnell Jill G. 4
4 · Fortrea Holdings Inc. · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
Fortrea (FTRE) CFO Jill McConnell Sells Shares to Cover Taxes
What Happened
- Jill G. McConnell, Chief Financial Officer of Fortrea Holdings (FTRE), had 1,685 time‑vesting RSUs vest and convert into common shares on Feb 9, 2026 (reported as an exercise/conversion of a derivative, $0 strike).
- To cover tax withholding for the RSU vesting, she sold approximately 881 shares in open‑market sell‑to‑cover transactions on Feb 10, 2026, generating total proceeds of about $12,229 (two weighted‑average sale lots: 440 shares at a weighted avg ~$13.65 and 441 shares at a weighted avg ~$14.11).
- These sales were routine tax‑withholding “sell to cover” transactions required by Fortrea’s equity plan and not discretionary investment sales.
Key Details
- Transaction dates: RSU settlement (conversion) on 2026-02-09; market sales on 2026-02-10; Form 4 filed 2026-02-11 (within the standard reporting window).
- Sale prices and proceeds: ~440 shares at $13.65 ($6,006) and ~441 shares at $14.11 ($6,223); total proceeds ≈ $12,229. Footnotes indicate the sales were executed in multiple trades (price ranges $13.44–$13.75 and $13.75–$14.75) with the reported prices as weighted averages.
- Shares acquired: 1,685 shares issued on vesting (RSU settlement). The filing notes aggregate holdings are shown on the Form 4 (see issuer footnote), but that total count was not provided in the summary data here.
- Notable footnotes: F2 — sales were mandated sell‑to‑cover to satisfy tax withholding (not discretionary); F6 — RSUs were converted following Fortrea’s spin‑off from Labcorp; F1/F7 — each RSU converts to one share and the filing reflects RSU holdings.
- Filing timeliness: Filed Feb 11, 2026 (timely).
Context
- This was not a market‑timed sell by the CFO but a routine sell‑to‑cover tied to RSU vesting. For retail investors, such transactions primarily reflect tax withholding mechanics rather than a change in the insider’s view of the company.
Insider Transaction Report
Form 4
Mcconnell Jill G.
Chief Financial Officer
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-09+1,685→ 60,455 total - Sale
Common Stock
[F2][F3][F4]2026-02-10$13.65/sh−440$6,006→ 60,015 total - Sale
Common Stock
[F2][F5][F4]2026-02-10$14.11/sh−441$6,223→ 59,574 total - Exercise/Conversion
Restricted Stock Unit
[F1][F6][F7]2026-02-09−1,685→ 82,964 total→ Common Stock (1,685 underlying)
Footnotes (7)
- [F1]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.
- [F2]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.
- [F3]This transaction was executed in multiple trades at prices ranging from $13.44 to $13.75. 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.
- [F4]This number reflects the aggregate amount of Common Stock held by the reporting person.
- [F5]This transaction was executed in multiple trades at prices ranging from $13.75 to $14.75. 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.
- [F6]In connection with the spin-off of Fortrea by Laboratory Corporation of America Holdings ("Labcorp"), RSUs granted by Labcorp were converted into time-vesting RSUs of Fortrea pursuant to the terms of the Employee Matters Agreement. An annual installment of the RSUs vested on February 9, 2026.
- [F7]This number reflects the aggregate number of RSUs held by the reporting person.
Signature
/s/ Erica Smith-Klocek, Attorney-in-Fact for Jill G. McConnell|2026-02-11