Mcconnell Jill G. 4

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.