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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-03-03 · 54 added, 43 removed, 152 unchanged (39% of the section changed)

17 unchanged sentences

Management conducted this assessment of the effectiveness of internal control over financial reporting based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2024, based on the specified criteria.

Based on this evaluation and the criteria established in Internal Control-Integrated Framework, management concluded that our internal control over financial reporting was effective as of December 31, 2025, based on the specified criteria.

Deloitte and Touche LLP, an independent registered public accounting firm, who audited and reported on the consolidated and combined financial statements of the Company included in this Annual Report, also audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, as stated in its report, which is included herein immediately preceding the Company’s audited consolidated and combined financial statements.

1 unchanged sentence

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, except as noted below regarding the remediation of previously reported material weaknesses.

Remediation of Previously Reported Material Weaknesses in Internal Control over Financial Reporting

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

As initially reported in our Form 10-Q for the quarter ended March 31, 2024, as filed with the SEC on May 24, 2024, management identified material weaknesses in our internal controls over financial reporting as of March 31, 2024, related to not having sufficient resources which in turn led to an inability to effectively perform certain control activities and fulfill internal control and accounting responsibilities .

Management has devoted substantial resources to the implementation of remediation efforts, as described most recently in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, including enhancing existing controls.

During the fourth quarter of 2024, the Company successfully completed the testing and evaluation necessary for our chief executive officer and chief financial officer to conclude that, as of December 31, 2024, the previously identified material weaknesses have been remediated and that our controls and procedures were effective.

There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Credit Agreement Amendment

On February 28, 2025, the Company entered into an amendment (the “Second Credit Amendment”) to modify a financial covenant to provide the Company with additional flexibility under the Company’s credit agreement dated as of June 30, 2023 and as amended on May 3, 2024 (the “Existing Credit Agreement”), by and among the Company, certain subsidiaries of the Company and Goldman Sachs Bank USA (as administrative agent and collateral agent), governing the Company’s existing senior credit facility.

A copy of the Existing Credit Agreement was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on June 30, 2023, and a copy of the first amendment to the Existing Credit Amendment was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on May 9, 2024.

The Second Credit Amendment increased the Company’s maximum quarterly Total Leverage Ratio (as defined in the Existing Credit Agreement) from 5.30:1.00 to 6.00:1.00 for the fiscal quarters ending on September 30, 2025 through June 30, 2026, decreasing to 5.75:1.00 for the fiscal quarter ending on September 30, 2026, further decreasing to 5.50:1.00 for the fiscal quarter ending on December 31, 2026, and reverting to 5.30:1.00 thereafter.

In consideration of this adjustment, the Company paid a fee to consenting lenders and has agreed during the covenant adjustment period to certain additional limitations with respect to investments, restricted payments and liens.

The foregoing description of the Second Credit Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as an exhibit to this Annual Report on Form 10-K.

The Management Development and Compensation Committee (“MDCC”) of the Board determined that to the extent Restricted Stock Units (“RSUs”) are granted in lieu of cash incentive compensation achieved pursuant to the terms of the Fortrea Bonus Plan, then such RSUs shall have a vesting schedule whereby half of the RSUs will vest on the six-month anniversary and the other half on the eighteen-month anniversary of the grant date.

On February 24, 2026, the Company entered into an amendment (the “RPA Amendment”) to modify its Receivables Purchase Agreement dated as of May 6, 2024, as amended (as so amended and as further amended by the RPA Amendment, the “Receivables Purchase Agreement”), by and among Fortrea Receivables LLC, a special purpose entity (the “SPE”), Fortrea Inc., as servicer, PNC Bank, National Association, as administrative agent (the “Administrative Agent”), PNC Capital Markets LLC, as structuring agent, and the purchasers from time to time party thereto (the “Purchasers”).

Under the Receivables Purchase Agreement, the SPE has and can, from time to time, sell accounts receivable and certain related assets to the Purchasers in exchange for investments of capital.

Among other things, the RPA Amendment extends the scheduled termination date to February 23, 2029, and grants certain rights to the Administrative Agent upon notice following an adverse change in the Company’s credit rating by either of two specified rating agencies.

The Receivables Purchase Agreement will continue to include certain funding conditions, customary representations and warranties, affirmative and negative covenants, servicing obligations, indemnification provisions, and events of default permitting the acceleration of amounts owed under the Receivables Purchase Agreement upon the occurrence of certain events.

The foregoing description of the RPA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed herewith as Exhibit 10.30 and the terms of which are incorporated herein by reference.

DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS

23 unchanged sentences

8-K 001-41704 3.2 3-Jul-23

Certificate of Designations of Series A Preferred Stock of Fortrea Holdings Inc., as filed with the Secretary of State of the State of Delaware on June 12, 2025

8-K 001-41704 3.1 12-Jun-25

Indenture, dated June 27, 2023, among Fortrea Holdings Inc., as issuer, U.S.

8 unchanged sentences

8-K 001-41704 4.1 3-Jul-23

Rights Agreement, dated as of June 11, 2025, between Fortrea Holdings Inc.

and Equiniti Trust Company, LLC as rights agent.

8-K 001-41704 4.1 12-Jun-25

Description of securities.

001-41704 4.4 13-Mar-24

Credit Agreement, dated June 30, 2023, among Fortrea Holdings Inc., as the Parent Borrower, Fortrea UK Holdings Limited, as the Initial English Borrower, certain Subsidiaries (as defined in the Credit Agreement) of the Parent Borrower party thereto pursuant to Section 1.15 of the Credit Agreement, Goldman Sachs Bank USA, as Agent for the several financial institutions from time to time party thereto (collectively, the “Lenders” and individually each a “Lender”) and other Secured Parties (as defined in the Credit Agreement) and for itself as a Lender (including as Swingline Lender (as defined in the Credit Agreement)) and as an L/C Issuer (as defined in the Credit Agreement), and the other Lenders and L/C Issuers from time to time party thereto.

4 unchanged sentences

10.3 12-Aug-24

Amendment No.

2 to Credit Agreement, dated as of February 28, 2025, among Fortrea Holdings Inc., as the Parent Borrower, Fortrea UK Holdings Limited, as the Initial English Borrower, certain Subsidiaries (as defined in the Credit Agreement) of the Parent Borrower party thereto pursuant to Section 1.15 of the Credit Agreement, Goldman Sachs Bank USA, as Agent for the several financial institutions from time to time party thereto (collectively, the “Lenders” and individually each a “Lender”) and other Secured Parties (as defined in the Credit Agreement) and for itself as a Lender (including as Swingline Lender (as defined in the Credit Agreement)), and the other Lenders and L/C Issuers from time to time party thereto.

10-K 001-41704

10.26 3-Mar-25

Receivables Purchase Agreement, dated as of May 6, 2024, among Fortrea Receivables LLC, Fortrea Inc., PNC Bank, National Association, PNC Capital Markets LLC and the purchasers from time to time party thereto.

8 unchanged sentences

8-K 001-41704 10.2 3-Jul-23

Transition Services Agreement, dated June 29, 2023, by and between Laboratory Corporation of America Holdings and Fortrea Holdings Inc.

8-K 001-41704 10.3 3-Jul-23

Clinical Development and Laboratory Services Agreement, dated May 1, 2023, by and between Laboratory Corporation of America Holdings and Fortrea Holdings Inc.

1 unchanged sentence

Fortrea Holdings Inc.

2023 Omnibus Incentive Plan.

8-K 001-41704 10.4 3-Jul-23

2023 Omnibus Incentive Plan.(as amended and restated).*

10-Q 001-41704 10.5 6-Aug-25

Amended and Restated Fortrea Holdings Inc.

2025 Inducement Award Plan.*

289976 99.1 29-Aug-25

Form of Restricted Stock Unit Agreement (2025 Inducement Award Plan).*

10-Q 001-41704 10.7 6-Aug-25

Form of Performance Share Unit Agreement (2025 Inducement Award Plan).*

10-Q 001-41704 10.8 6-Aug-25

Fortrea Holdings Inc.

3 unchanged sentences

8-K 001-41704 10.6 3-Jul-23

Offer Letter, effective as of August 4, 2025, between Fortrea Holdings Inc.

and Anshul Thakral.*

10-Q 001-41704 10.1 6-Aug-25

Offer Letter, effective as of May 13, 2025, between Fortrea Holdings Inc.

10-Q 001-41704 10.2 6-Aug-25

Consulting Agreement, effective as of May 13, 2025, between Fortrea Holdings Inc.

and Thomas Pike.

10-Q 001-41704 10.3 6-Aug-25

Executive Employment Agreement by and between Thomas H.

11 unchanged sentences

Master Senior Executive Severance Plan.*

10-12B 001-41704

10.6 15-May-23

10-Q 001-41704

10.4 6-Aug-25

Nonqualified Deferred Compensation Plan.*

5 unchanged sentences

10-K 001-41704 10.17 13-Mar-24

Retention Bonus Agreement, dated May 21, 2023 by and between Laboratory Corporation of America Holdings and Jill McConnell .

10-K 001-41704 10.18 13-Mar-24

Retention Bonus Agreement, dated May 21, 2023, by and between Laboratory Corporation of America Holdings and Mark Morais .

10-K 001-41704 10.19 13-Mar-24

Non-Employee Director Compensation Policy.*

2 unchanged sentences

10-K 001-41704 10.21 13-Mar-24

Form of Performance Share Award Agreement.

Form of Performance Share Unit Agreement (2023 Omnibus Incentive Plan) .*

10-Q 001-41704 10.2 8-Nov-24

Form of Restricted Stock Unit Award.

Form of Restricted Stock Unit A greement (2023 Omnibus Incentiv e Plan) .*

10-Q 001-41704 10.1 8-Nov-24

Amendment No.

2 to Credit Agreement, dated as of February 28 , 2025, among Fortrea Holdings Inc., as the Parent Borrower, Fortrea UK Holdings Limited, as the Initial English Borrower, certain Subsidiaries (as defined in the Credit Agreement) of the Parent Borrower party thereto pursuant to Section 1.15 of the Credit Agreement, Goldman Sachs Bank USA, as Agent for the several financial institutions from time to time party thereto (collectively, the “Lenders” and individually each a “Lender”) and other Secured Parties (as defined in the Credit Agreement) and for itself as a Lender (including as Swingline Lender (as defined in the Credit Agreement)), and the other Lenders and L/C Issuers from time to time party thereto.

Agreement dated as of February 21, 2025 by and among Fortrea Holdings Inc.

and Starboard Value LP and certain of its affiliated entities and natural persons named therein

10.1 21-Feb-25

S econ d Amendment t o the Receivables Pur chase Agreement , date d as of February 24, 2026 , by and among Fortrea Receivables LLC, Fortrea Inc., PNC Bank, National Association, and PNC Capital Markets LLC.

Fortrea Insider Trading Policy.

25 unchanged sentences

(On behalf of the Registrant and as Chief Financial Officer)

March 3, 2025

February 26, 2026

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENT that the undersigned officers and directors of Fortrea Holdings Inc.

do hereby constitute and appoint Thomas Pike and Jill McConnell, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

do hereby constitute and appoint Anshul Thakral and Jill McConnell, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Signature Capacity Date

/s/ THOMAS PIKE President, Chief Executive Officer, Chairman of the Board and Director

/s/ ANSHUL THAKRAL President, Chief Executive Officer and Director

(Principal Executive Officer)

March 3, 2025

February 26, 2026

Anshul Thakral

/s/ JILL McCONNELL Chief Financial Officer

(Principal Financial Officer)

March 3, 2025

February 26, 2026

Jill McConnell

2 unchanged sentences

(Principal Accounting Officer)

March 3, 2025

Director March 3, 2025

February 26, 2026

Director and Chairman of the Board February 26, 2026

/s/ EDWARD PESICKA

Director March 3, 2025

Director February 26, 2026

Edward Pesicka

/s/ AMRIT RAY, M.D.

Director March 3, 2025

Director February 26, 2026

Amrit Ray, M.D.

/s/ ERIN L RUSSELL Director February 26, 2026

Erin L Russell

/s/ MACHELLE SANDERS

Director March 3, 2025

Director February 26, 2026

Machelle Sanders

/s/ DAVID SMITH Director March 3, 2025

/s/ WILLIAM SHARBAUGH Director February 26, 2026

William Sharbaugh

/s/ DAVID SMITH Director February 26, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures