Other Information
−Removed: During the three months ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
−Removed: The Reorganization
−Removed: On April 25, 2024, the Company announced that it intends to implement a new holding company structure on May 17, 2024.
−Removed: The name of the new holding company will be Labcorp Holdings Inc.
+Added: Insider Adoption or Termination of Trading Arrangements:
+Added: During the fiscal quarter ended June 30, 2024, none of the Company's directors or officers informed it of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described in the table below:
+Added: Name and Title Date Adopted Character of Trading Agreement Aggregate Number of Shares of Common Stock to be (Sold) Purchased Pursuant to Trading Agreement
+Added: Anderson May 3, 2024 Rule 10b5-1 Trading Arrangement Up to
+Added: ( 3,000 ) (1)
+Added: (1) The figure presented represents the shares to be sold on the vesting of equity awards before reduction for shares to be withheld for tax purposes
+Added: (2) This trading arrangement permits transactions through and including the earlier to occur of (a) the completion of all sales on the respective order entry date or (b) the date listed in the table.
+Added: 2.1 Agreement and Plan of Merger, dated May 17, 2024, by and among Laboratory Corporation of America Holdings, Labcorp Holdings Inc.
+Added: and Radiance Merger Sub Inc.
+Added: (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on May 17, 2024)
+Added: 3.1 Amended and Restated Certificate of Incorporation of Labcorp Holdings Inc.
+Added: (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 17, 2024)
+Added: 3.2 Amended and Restated By-Laws of Labcorp Holdings Inc.
+Added: (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on May 17, 2024)
+Added: 4.1 Seventeenth Supplemental Indenture dated as of May 17, 2024, by and among Laboratory Corporation of America Holdings, as issuer, Labcorp Holdings Inc., as guarantor, and U.S.
+Added: Bank National Trust Company Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on May 17, 2024)
+Added: 4.2 New Holding Company Guarantee, dated May 17, 2024, by Labcorp Holdings Inc.
+Added: (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on May 17, 2024)
+Added: 10.1 Guarantor Joinder Agreement, dated May 17, 2024, by Labcorp Holdings Inc.
+Added: (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 17, 2024)
+Added: 10.2+ Assignment and Assumption Agreement, dated as of May 17, 2024, by and among Laboratory Corporation of America Holdings, Labcorp Holdings Inc.
+Added: (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on May 17, 2024)
+Added: 10.3+ Assignment and Assumption Agreement, dated as of May 17, 2024, by and among Laboratory Corporation of America Holdings, Labcorp Holdings Inc.
+Added: and Radiance Merger Sub Inc.
+Added: (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on May 17, 2024)
10.4+ Labcorp Holdings Inc.
−Removed: will replace Laboratory Corporation of America Holdings as the publicly-traded entity and Laboratory Corporation of America Holdings will become a wholly owned subsidiary of Labcorp Holdings Inc.
−Removed: The name “ Labcorp Holdings Inc.
−Removed: ” is more closely aligned with our brand name, and the company will have a structure that is optimized to reflect our operations.
−Removed: Common stock will continue to trade on the NYSE on an uninterrupted basis under the existing symbol “LH” and Laboratory Corporation of America Holdings stockholders will automatically become stockholders of Labcorp Holdings Inc.
−Removed: on a one-for-one basis with all of the same rights.
−Removed: 10.1*+ Amended and Restated Laboratory Corporation of America Holdings Master Senior Executive Severance Plan
+Added: Amended and Restated 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on May 17, 2024)
+Added: 10.5+ Labcorp Holdings Inc.
+Added: Amended and Restated 2016 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed on May 17, 2024)
+Added: 22.1* Subsidiary Issuers of Guaranteed Securities
31.1* Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)
13 unchanged sentences
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, thereunto duly authorized.
−Removed: LABORATORY CORPORATION OF AMERICA HOLDINGS
+Added: LABCORP HOLDINGS INC.
Chief Executive Officer
1 unchanged sentence
Chief Financial Officer
−Removed: April 30, 2024
+Added: August 2, 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.