Other Information
−Removed: During the quarterly period covered by this report, in March 2025, the Company issued restricted stock units (“RSU”) to the Company’s executive officers that included a mandatory sell-to-cover arrangement.
−Removed: This arrangement provides for the automatic sale of shares of the Company’s common stock that would otherwise be issuable on each settlement date of a covered RSU in an amount necessary to satisfy the applicable withholding obligation, with the proceeds of the sale delivered to the Company in satisfaction of the applicable withholding obligation.
−Removed: The number of shares that will be sold under this arrangement is not currently determinable as the number will vary based on the extent to which vesting conditions are satisfied, the market price of the Company’s common stock at the time of settlement and the potential future grant of additional RSUs subject to this arrangement.
−Removed: This arrangement constitutes a Rule 10b5-1 trading arrangement that is intended to qualify as an “eligible sell-to-cover transaction” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act).
+Added: During the three months ended June 30, 2025, 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: As previously reported on the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 11, 2025, the independent members of the Board of Directors previously approved employment inducement award grants as a material inducement to Mr.
+Added: Thakral’s employment in accordance with Nasdaq Listing Rule 5635(c)(4).
+Added: Thakral was granted the inducement awards in connection with his start date on August 4, 2025 under the Fortrea Holdings Inc.
+Added: 2025 Inducement Award Plan (the “Inducement Plan”), which has terms consistent with the Fortrea Holdings Inc.
+Added: 2023 Omnibus Incentive Plan and was established solely to grant the inducement awards to Mr.
+Added: Thakral but may be amended in the future to grant additional inducement awards to other new hires who are eligible to receive inducement award grants under Nasdaq Listing Rule 5635(c)(4).
+Added: The awards consisted of (i) 1,250,000 restricted stock units (“RSUs”) that vest in three equal annual installments from Mr.
+Added: Thakral’s start date, and (ii) 1,250,000 performance share units (“PSUs”) that will vest, if at all, at the end of a three-year vesting period subject to certain performance goals.
+Added: In each case, vesting of the RSUs and PSUs is subject to Mr.
+Added: Thakral’s continuous employment through the applicable vesting date or earlier vesting due to a change of control and certain termination events.
+Added: The foregoing description of the Inducement Plan, the RSUs and the PSUs is not complete and is qualified in its entirety by reference to the full text of the Inducement Plan and the underlying Restricted Stock Unit Agreement and Performance Share Unit Agreement, copies of which are attached hereto as Exhibit 10.6, 10.7, and 10.8, respectively, and are incorporated herein by reference.
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: Amendment No.
−Removed: 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 .
−Removed: 10.26 3-Mar-25
−Removed: Agreement dated as of February 21, 2025 by a nd amo ng Fortrea Holdings Inc.
−Removed: and Starboard Value LP and certain of its affiliated entities and natural persons named therein.
−Removed: 10.1 21-Feb-25
−Removed: Form of Restricted Stock Unit Award
+Added: 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.
+Added: 8-K 001-41704
+Added: 3.1 12-Jun-25
+Added: Rights Agreement, dated as of June 11, 2025, between Fortrea Holdings Inc.
+Added: and Equiniti Trust Company, LLC as rights agent.
+Added: 4.1 12-Jun-25
+Added: Offer Letter, effective as of August 4, 2025, between Fortrea Holdings Inc.
+Added: and Anshul Thakral.*
+Added: Offer Letter, effective as of May 13, 2025, between Fortrea Holdings Inc.
+Added: Consulting Agreement, effective as of May 13, 2025, between Fortrea Holdings Inc.
+Added: and Thomas Pike.
+Added: Master Senior Executive Severance Plan, as amended.*
+Added: Fortrea Holdings Inc.
+Added: 2023 Omnibus Incentive Plan (as amended and restated).*
+Added: Fortrea Holdings Inc 2025 Inducement Award Plan.*
+Added: Form of Restricted Stock Unit Agreement (2025 Inducement Award Plan).*
+Added: Form of Performance Share Unit Agreement (2025 Inducement Award Plan).*
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.
11 unchanged sentences
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Instance document included in Exhibit 101.
+Added: * Indicates management contract or compensatory plan.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
4 unchanged sentences
(On behalf of the Registrant and as Principal Financial Officer)
+Added: August 6, 2025
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.