Morais Mark A. 4

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.