Item 5. Other Information
Item 5. Other Information
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.
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. Thakral’s employment in accordance with Nasdaq Listing Rule 5635(c)(4). Mr. Thakral was granted the inducement awards in connection with his start date on August 4, 2025 under the Fortrea Holdings Inc. 2025 Inducement Award Plan (the “Inducement Plan”), which has terms consistent with the Fortrea Holdings Inc. 2023 Omnibus Incentive Plan and was established solely to grant the inducement awards to Mr. 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). The awards consisted of (i) 1,250,000 restricted stock units (“RSUs”) that vest in three equal annual installments from Mr. 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. In each case, vesting of the RSUs and PSUs is subject to Mr. Thakral’s continuous employment through the applicable vesting date or earlier vesting due to a change of control and certain termination events. 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.
Item 6. Exhibits
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The exhibits below are filed or furnished as a part of this report and are incorporated herein by reference.
INCORPORATED BY REFERENCE
EXHIBIT NO. DESCRIPTION Filed Herewith FORM File No. Exhibit Filing Date
3.1
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
4.1
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
10.1
Offer Letter, effective as of August 4, 2025, between Fortrea Holdings Inc. and Anshul Thakral.*
X
10.2
Offer Letter, effective as of May 13, 2025, between Fortrea Holdings Inc. and Peter M. Neupert.*
X
10.3
Consulting Agreement, effective as of May 13, 2025, between Fortrea Holdings Inc. and Thomas Pike.
X
10.4
Master Senior Executive Severance Plan, as amended.*
X
10.5
Fortrea Holdings Inc. 2023 Omnibus Incentive Plan (as amended and restated).*
X
1 0.6
Fortrea Holdings Inc 2025 Inducement Award Plan.*
X
1 0.7
Form of Restricted Stock Unit Agreement (2025 Inducement Award Plan).*
X
1 0.8
Form of Performance Share Unit Agreement (2025 Inducement Award Plan).*
X
31.1
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.
X
31.2
Certification of Chief Financial 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.
X
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
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101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X
101.SCH Inline XBRL Taxonomy Extension Schema Document. X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X
101.DEF Inline XBRL Taxonomy Extension Definition Document. X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Instance document included in Exhibit 101. X
* Indicates management contract or compensatory plan.
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SIGNATURES
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.
Fortrea Holdings Inc.
By: /s/ JILL McCONNELL
Name: Jill McConnell
Title: Chief Financial Officer
(On behalf of the Registrant and as Principal Financial Officer)
Date: August 6, 2025
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