1 unchanged sentence
Insider Adoption or Termination of Trading Arrangements:
−Removed: 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: During the fiscal quarter ended September 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:
Name and Title Date Adopted Character of Trading Agreement Aggregate Number of Shares of Common Stock to be (Sold) Purchased Pursuant to Trading Agreement
−Removed: Anderson May 3, 2024 Rule 10b5-1 Trading Arrangement Up to
+Added: Schechter August 7, 2024 Rule 10b5-1 Trading Arrangement Up to
( 27,276 ) (1)
+Added: 8/29/2025 (2)
+Added: Chief Executive Officer
(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
(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.
−Removed: 2.1 Agreement and Plan of Merger, dated May 17, 2024, by and among Laboratory Corporation of America Holdings, Labcorp Holdings Inc.
−Removed: and Radiance Merger Sub Inc.
−Removed: (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on May 17, 2024)
−Removed: 3.1 Amended and Restated Certificate of Incorporation of Labcorp Holdings Inc.
−Removed: (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 17, 2024)
−Removed: 3.2 Amended and Restated By-Laws of Labcorp Holdings Inc.
−Removed: (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on May 17, 2024)
−Removed: 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.
−Removed: 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)
−Removed: 4.2 New Holding Company Guarantee, dated May 17, 2024, by Labcorp Holdings Inc.
−Removed: (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on May 17, 2024)
−Removed: 10.1 Guarantor Joinder Agreement, dated May 17, 2024, by Labcorp Holdings Inc.
−Removed: (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 17, 2024)
−Removed: 10.2+ Assignment and Assumption Agreement, dated as of May 17, 2024, by and among Laboratory Corporation of America Holdings, Labcorp Holdings Inc.
−Removed: (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on May 17, 2024)
−Removed: 10.3+ Assignment and Assumption Agreement, dated as of May 17, 2024, by and among Laboratory Corporation of America Holdings, Labcorp Holdings Inc.
−Removed: and Radiance Merger Sub Inc.
−Removed: (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on May 17, 2024)
−Removed: 10.4+ Labcorp Holdings Inc.
−Removed: 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)
−Removed: 10.5+ Labcorp Holdings Inc.
−Removed: 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: 4.1 Indenture, dated as of September 23, 2024, by and between Laboratory Corporation of America Holdings, as issuer, and U.S.
+Added: Bank National Trust Company Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on September 23, 2024)
+Added: 4.2 First Supplemental Indenture, dated as of September 23, 2024, among Laboratory Corporation of America Holdings, as issuer, Labcorp Holdings Inc., as guarantor, and U.S.
+Added: Bank Trust Company, National Association, as trustee, including the form of the 2030 Notes (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on September 23, 2024)
+Added: 4.3 Second Supplemental Indenture, dated as of September 23, 2024, by and among Laboratory Corporation of America Holdings, as issuer, Labcorp Holdings, Inc., as guarantor, and U.S.
+Added: Bank Trust Company, National Association, as trustee, including the form of the 2032 Notes (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on September 23, 2024)
+Added: 4.4 Third Supplemental Indenture, dated as of September 23, 2024, by and among Laboratory Corporation of America Holdings, as issuer, Labcorp Holdings, Inc., as guarantor, and U.S.
+Added: Bank Trust Company, National Association, as trustee, including the form of the 2034 Notes (incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed on September 23, 2024)
+Added: 10.1 Receivables Purchase Agreement, dated as of August 23, 2024, by and among Labcorp Receivables, LLC, as seller, persons from time to time party hereto, as purchasers, PNC Bank National Association, as administrative agent, Laboratory Corporation of America Holdings, as Servicer, and PNC Capital Markets, as structuring agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 23, 2024)
+Added: 10.2 Sale and Contribution Agreement, dated as of August 23, 2024, by and among each of the persons from time to time party hereto, as originators, Laboratory Corporation of America Holdings, as an originator and as servicer, and Labcorp Receivable LLC, as buyer (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on August 23, 2024)
+Added: 10.3 Performance Guaranty, dated as August 23, 2024, by Labcorp Holdings, Inc., in favor of PNC Bank National Association, as administrative agent (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on August 23, 2024)
22.1* Subsidiary Issuers of Guaranteed Securities
12 unchanged sentences
** furnished herewith
−Removed: + Management contracts or compensatory plans or arrangements
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.
3 unchanged sentences
Chief Financial Officer
−Removed: August 2, 2024
+Added: October 29, 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.