[8-K] Fortrea Holdings Inc. Reports Material Event

Rhea-AI Filing Summary

Fortrea Holdings Inc. expanded its board and appointed William J. Sharbaugh as a Class III director, with his term running until the 2026 Annual Meeting of Stockholders or until a successor is elected. The board size was increased to eight directors. Mr. Sharbaugh brings more than three decades of pharmaceutical industry experience across finance, operations, manufacturing, quality, and clinical research organizations, and currently serves on several industry boards. At the time of disclosure he was not named to board committees and will be compensated under the company’s non-employee director compensation policy. The company disclosed no related-party transactions or family relationships requiring disclosure and furnished a press release as an exhibit.

Positive

• Board expansion to eight directors increases governance capacity
• Appointment of William J. Sharbaugh brings over three decades of pharmaceutical and CRO experience
• No related-party transactions or family relationships requiring disclosure were reported
• Director compensation will follow the company’s established non-employee director policy

Negative

• None.

Insights

Corporate Governance Expert

TL;DR A routine, non-controversial board expansion and appointment adding experienced industry leadership without disclosed conflicts.

The appointment increases board capacity and adds a director with deep operational and quality experience in pharmaceuticals, which may strengthen oversight of clinical operations and manufacturing-related matters. The filing explicitly states no material transactions or family ties that would trigger related-party disclosure, and compensation will follow the established non-employee director policy, suggesting standard governance practices were followed. Committee assignments remain undecided, leaving final oversight responsibilities unspecified.

Industry Specialist

TL;DR The new director’s extensive pharma operations and CRO experience aligns with Fortrea’s operating profile and could add practical expertise to product development oversight.

Mr. Sharbaugh’s background in contract research and manufacturing, and prior executive roles at large pharma companies, aligns with areas commonly material to companies operating in outsourced development and manufacturing. The filing confines itself to biographical and procedural disclosure without asserting direct strategic changes, so the immediate operational impact is not detailed in the document.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

September 19, 2025

Date of Report (Date of earliest event reported)

Fortrea Holdings Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-41704

92-2796441

(State or other jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

8 Moore Drive
Durham,			North Carolina						27709
(Address of principal executive offices)									(Zip Code)

(Registrant’s telephone number including area code) 877-495-0816

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act.

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.001 par value			FTRE			The NASDAQ Stock Market LLC
Rights to Purchase Series A Preferred Stock, par value $0.001 per share			-			The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 19, 2025, the Board of Directors (the “Board”) of Fortrea Holdings Inc. (the “Company”), as recommended by the Board’s Nominating, Corporate Governance and Compliance Committee, approved that the authorized number of directors of the Company be increased to eight, and that William J. Sharbaugh be appointed as a Class III director for the Company, effective as of September 22, 2025. Mr. Sharbaugh shall hold such position as a Class III director until the 2026 Annual Meeting of Stockholders, or until his successor is duly elected and qualified or until his earlier death, resignation or removal. At the time of this disclosure, Mr. Sharbaugh was not named to any committees of the Board, and no decision has been made regarding which committees Mr. Sharbaugh will serve.

Mr. Sharbaugh brings extensive healthcare experience in finance, operations, manufacturing, and quality to the position, having served in executive and board roles during his more than three decades in the pharmaceutical industry. Mr. Sharbaugh currently serves as chairman of the board of Ora LLC, an ophthalmic research organization, as well as a member of the board of directors of Launch Therapeutics, Inc., a late-stage pharmaceutical development company. In addition, Mr. Sharbaugh previously served as an operating partner to the Vistria Group from September 2022 to July 2025, and as a member of the board of directors of Alcami Corporation, a Vistria Group company that performs contract drug manufacturing, and BioCare, Inc., a Vistria Group company that purchases and distributes specialty products for hematology, immunology, neurology, ultra rare, orphan, gene therapy, retina, and oncology. His previous executive experience includes serving as Chief Operating Officer for PPD, Inc., a contract research organization, from 2007 to 2021 and as Vice President, Global Development Operations from 2001 to 2007, at Bristol-Myers Squibb, a leading pharmaceutical company. Mr. Sharbaugh also spent 10 years at Merck & Co. in a variety of roles in clinical supply operations, sales and manufacturing. He served as an officer in the U.S. Army, where he held various leadership positions in a Patriot missile battalion. Mr. Sharbaugh earned his B.S from the U.S. Military Academy at West Point, a M.S. in the Management of Technology from the Wharton School and the School of Engineering at the University of Pennsylvania, a M.S in Regulatory Affairs and Quality Assurance from Temple University School of Pharmacy, and a M.A. in International Relations from Boston University School of Arts and Sciences.

Mr. Sharbaugh will receive compensation for his service as a director in accordance with the Company’s non-employee director compensation policy, a copy of which was filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. There are no arrangements or understandings between Mr. Sharbaugh and any other person pursuant to which he was elected as a director of the Company, and he is not a party to, nor does he have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K. He does not have any family relations with any directors or executive officers of the Company.

Item 7.01 Regulation FD Disclosure.

On September 22, 2025, the Company issued a press release announcing the appointment of William J. Sharbaugh to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information contained in, or incorporated into, Item 7.01, including the Press Release attached hereto as Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act, except as shall be expressly set forth by specific reference to such filing.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits

Exhibit No.						Description
99.1						Press Release dated September 22, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ Stillman Hanson
						Name: Stillman Hanson
						Title: General Counsel and Secretary
Date: September 22, 2025

FAQ

What change did Fortrea Holdings (FTRE) disclose in this 8-K?

The company increased its authorized number of directors to eight and appointed William J. Sharbaugh as a Class III director.

How long will William J. Sharbaugh serve as a director of FTRE?

Mr. Sharbaugh will serve as a Class III director until the 2026 Annual Meeting of Stockholders or until his successor is elected or earlier death, resignation, or removal.

Does the filing disclose any related-party transactions involving the new director?

The filing states there are no arrangements or understandings and he does not have any direct or indirect material interest in transactions requiring disclosure.

Will William J. Sharbaugh receive compensation for his board service at FTRE?

Yes, compensation will be provided in accordance with the company’s non-employee director compensation policy filed previously.

Were any board committee assignments announced for the new director?

No committee assignments were named at the time of the disclosure and no decision had been made regarding committees.