Morais Mark A. 4
4 · Fortrea Holdings Inc. · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
Fortrea (FTRE) COO Mark Morais Receives RSUs, Sells Shares
What Happened
- Mark A. Morais, Chief Operating Officer of Fortrea Holdings (FTRE), had 2,255 Restricted Stock Units (RSUs vest and convert into 2,255 shares) on Feb 9, 2026, and then sold 1,179 of those shares in two open‑market transactions on Feb 10, 2026. The two sales totaled approximately $16,365 (589 shares at $13.65 ≈ $8,040; 590 shares at $14.11 ≈ $8,325). The RSU settlement is reported as an exercise/conversion (derivative transaction code M).
Key Details
- Transaction dates: RSU settlement 2026-02-09; sell-to-cover sales 2026-02-10. Filing date: 2026-02-11 (timely).
- Sale prices: two trades at average prices reported as $13.65 and $14.11 (see filing footnotes for intraday price ranges and weighted averages).
- Shares sold: 1,179; proceeds ≈ $16,365. Shares acquired via RSU settlement: 2,255 at $0 cost basis on vesting.
- Shares owned after transaction: the filing references aggregate holdings (footnote F4) but the exact post-transaction total is not provided in the excerpt supplied.
- Notable footnotes: F1/F6 — these RSUs were converted from Labcorp RSUs as part of the Fortrea spin-off and an annual installment vested Feb 9, 2026; F2 — the sales were “sell-to-cover” mandated by the issuer to satisfy tax withholding and are not discretionary trades; F3/F5 — sales were executed in multiple trades at quoted price ranges and the filing reports weighted-average prices.
Context
- These transactions are standard post‑vesting sell-to-cover actions: RSUs vested (award conversion), and a portion of the shares were automatically sold to cover required tax withholding. Such sales generally reflect tax-related obligations rather than a personal investment decision by the insider.
- The derivative entry indicates conversion/settlement of RSUs rather than exercise of stock options for cash. No indication of a 10% owner transaction or a 10b5-1 plan was reported.
Insider Transaction Report
Form 4
Morais Mark A.
Chief Operating Officer
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-09+2,255→ 59,231 total - Sale
Common Stock
[F2][F3][F4]2026-02-10$13.65/sh−589$8,040→ 58,642 total - Sale
Common Stock
[F2][F5][F4]2026-02-10$14.11/sh−590$8,325→ 58,052 total - Exercise/Conversion
Restricted Stock Unit
[F1][F6][F7]2026-02-09−2,255→ 79,221 total→ Common Stock (2,255 underlying)
Holdings
- 4,625(indirect: By Spouse)
Common Stock
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 Mark A. Morais|2026-02-11