Morais Mark A. 4

What Happened Mark A. Morais, Chief Operating Officer of Fortrea Holdings Inc. (FTRE), had 11,006 restricted stock units (RSUs) vest on June 1, 2026 and those RSUs were converted/settled into an equal number of common shares. To satisfy tax withholding obligations related to the vesting, 4,866 of those shares were sold in open-market "sell-to-cover" trades on June 2, 2026, generating proceeds of $75,374 (weighted average price $15.49; trade prices ranged $15.04–$15.69).

Key Details

• Transaction dates: RSU settlement/conversion on 2026-06-01; sell-to-cover sales on 2026-06-02. Form filed 2026-06-03 (appears timely).
• Vesting/derivative activity: 11,006 RSUs vested and were converted to common stock (reported as exercise/conversion, code M).
• Sale details: 4,866 shares sold in multiple trades at a weighted avg price of $15.49 for $75,374 (price range $15.04–$15.69). The filing offers to provide trade-level prices on request (footnote F3).
• Reason for sale: Sell-to-cover for tax withholding mandated by the issuer under its equity plans (footnote F2) — not a discretionary market sell.
• Spin-off context: These RSUs were converted from Labcorp grants as part of Fortrea’s spin-off from Labcorp and vested June 1, 2026 (footnote F5).
• Holdings after transaction: The filing references aggregate holdings (footnote F4/F6); the exact post-transaction totals were not provided in the summary here.
• Exhibit: Power of Attorney included (Exhibit 24).

Context This was primarily a routine settlement of vested RSUs and a sell-to-cover tax withholding sale — common after vesting events and not necessarily an indicator of management sentiment. The derivative entries reflect conversion/settlement of RSUs into shares rather than a cash purchase; a portion of those newly issued shares were sold immediately to cover taxes.