Mcconnell Jill G. 4
4 · Fortrea Holdings Inc. · Filed Jun 3, 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 Inc. (FTRE), had 11,006 restricted stock units (RSUs) settle into common shares on June 1, 2026. To cover tax withholding associated with the vesting, she sold 4,866 shares in an open-market "sell-to-cover" transaction on June 2, 2026 for total proceeds of approximately $75,374 (weighted average price $15.49).
Key Details
- Transaction dates: RSU settlement on 2026-06-01; shares sold on 2026-06-02. Form filed 2026-06-03 (timely).
- Sale details: 4,866 shares disposed; weighted average sale price $15.49; price range $15.04–$15.69 across multiple trades; proceeds ≈ $75,374.
- RSU settlement: 11,006 RSUs converted to common stock (reported as derivative conversion with $0 exercise price).
- Reason for sale: Sell-to-cover tax withholding required under the issuer’s equity plan (not a discretionary sale).
- Footnotes: RSUs originated from Labcorp conversion in the Fortrea spin-off and vested on June 1, 2026. The filer can provide full trade-by-trade prices on request.
- Aggregate holdings: The Form 4 includes aggregate share and RSU totals in footnotes (specific totals not provided in this summary).
Context
This was a routine RSU vesting and corresponding sell-to-cover for taxes—not a buy or a voluntary sale that necessarily signals a change in insider sentiment. The derivative code (M) reflects conversion/exercise of award units into shares; because these were RSUs, there was no cash exercise price.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-06-01+11,006→ 83,282 total - Sale
Common Stock
[F2][F3][F4]2026-06-02$15.49/sh−4,866$75,374→ 78,416 total - Exercise/Conversion
Restricted Stock Unit
[F1][F5][F6]2026-06-01−11,006→ 140,841 total→ Common Stock (11,006 underlying)
Footnotes (6)
- [F1]Each Restricted Stock Unit ("RSU") represents the right to receive, at settlement, one share of Fortrea Holdings Inc. ("Fortrea") common stock ("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 $15.04 to $15.69. 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]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. These RSUs vested on June 1, 2026.
- [F6]This number reflects the aggregate number of RSUs held by the reporting person.