Other Information
−Removed: During the three months ended June 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated any contract, instruction or written plan that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement for the purchase or sale of our securities within the meaning of Item 408 of Regulation S-K.
+Added: Director and Officer Trading Arrangements
+Added: A portion of the compensation of our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) is in the form of equity awards and, from time to time, directors and officers may engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or other Company securities, including to satisfy tax withholding obligations when equity awards vest or are exercised and for diversification or other personal reasons.
+Added: Transactions in our securities by directors and officers are required to be made in accordance with our insider trading policy, which requires that the transactions be in accordance with applicable U.S.
+Added: federal securities laws that prohibit trading while in possession of material nonpublic information.
+Added: Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in our securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.
+Added: During the quarterly period covered by this report, none of our directors or officers entered into or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) except as follows:
+Added: In September 2024, we adopted a policy for awards that will vest in the year ended December 31, 2025 and beyond (unless and until such policy is subsequently terminated or modified by the Company) pursuant to which any participant in our equity incentive plans is required to sell, upon the vesting or settlement of any restricted stock units (“RSUs”) or performance share awards (“PSAs”), a portion of the shares subject to the award sufficient to cover tax withholding obligations and to remit an amount equal to such tax withholding obligations to the Company.
+Added: In connection with the adoption of the policy, the Management Development and Compensation Committee of our board of directors (the “MDCC”) approved a new form of Restricted Stock Unit Agreement and Performance Share Award Agreement to institute automatic sell-to-cover, and such forms are filed with this Form 10-Q as Exhibits 10.1 and 10.2.
+Added: Additionally, the MDCC and Thomas Pike amended his current RSU Agreement to implement automatic sell-to-cover, and such amendment to Thomas Pike’s RSU agreement is filed with this Form 10-Q as Exhibit 10.3.
+Added: Additionally, on September [16], 2024, Thomas Pike, our Chairman and Chief Executive Officer, Jill McConnell, our Chief Financial Officer, Mark Morais, our Chief Operations Officer and President, Stillman Hanson, our General Counsel, and Robert Parks, our Chief Accounting Officer, entered into trading instructions intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act and to provide for certain sell-to-cover transactions (as described in Rule 10b5-1(c)(1)(ii)(D)(3) of the Exchange Act) with respect to certain RSUs and PSAs (the “Sell-to-Cover Instructions”).
+Added: The Sell-to-Cover Instructions provide for the pre-arranged sale of shares in amounts necessary to satisfy our tax withholding obligations arising exclusively from the vesting of certain RSUs and PSAs, which will be based on the then fair market value of the shares of our common stock subject to the RSUs or PSAs, as applicable, that are settled on each applicable vesting date.
+Added: The proceeds of any such sale will be delivered to the Company in satisfaction of such tax withholding obligations.
+Added: The Sell-to-Cover Instructions are subject to applicable “cooling-off periods,” consistent with Rule 10b5-1(c)(1)(ii)(B) of the Exchange Act.
+Added: Each of the relevant officer’s Sell-to-Cover Instructions apply with respect to the first award of RSUs or PSAs granted by us after the Separation (including any converted equity grants from Former Parent) or the officer’s hire date (if later), and any RSUs or PSAs that may be granted to them by us from time to time following such date, other than any future granted RSUs or PSAs which by the terms of the applicable award agreements or by a policy of the Company then in effect require us to withhold shares to satisfy tax withholding obligations in connection with the vesting and settlement of such RSUs or PSAs or that do not permit sell-to-cover transactions.
+Added: The amount of shares to be sold to satisfy our tax withholding obligations under these arrangements is dependent on future events which cannot be known at this time, including the future trading price of our shares.
+Added: The expiration date relating to an officer’s Sell-to-Cover Instructions is dependent on future events which cannot be known at this time, including the final vesting date of certain RSUs and PSAs and such officer’s termination of service.
The exhibits below are filed or furnished as a part of this report and are incorporated herein by reference.
2 unchanged sentences
Exhibit Filing Date
−Removed: 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.
−Removed: Sale and Contribution Agreement, dated as of May 6, 2024, among Fortrea Inc., as Originator and Servicer, and Fortrea Receivables LLC, as Buyer.
−Removed: Amendment No.
−Removed: 1 to Credit Agreement, dated as of May 3, 2024, 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.
+Added: Form of Restricted Stock Unit Award .
+Added: Form of Performance Share Award Agreement .
+Added: First Amendment dated September 13, 2024 to the Restricted Stock Unit Award Agreement dated August 17, 2023 between Fortrea Holdings Inc.
+Added: and Thomas Pike.
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
17 unchanged sentences
(On behalf of the Registrant and as Principal Financial Officer)
−Removed: August 12, 2024
+Added: November 8, 2024
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.