Fortrea (FTRE) COO covers RSU tax bill with mandated share sale
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Fortrea Holdings Inc. Chief Operating Officer Mark A. Morais reported routine equity compensation activity and related tax sales. He exercised 11,006 Restricted Stock Units into the same number of Common Stock shares at a conversion price of $0.00, reflecting scheduled vesting tied to the company’s equity plans and a prior spin-off arrangement.
To fund tax withholding on this vesting, he sold 4,866 Common Stock shares in an open-market “sell to cover” transaction at a weighted average price of $15.49, with trades executed between $15.04 and $15.69. The filing states these sales were mandated by the issuer and were not discretionary trades. After these transactions, Morais directly holds 76,039 Common Stock shares, indirectly holds 4,625 shares through his spouse, and holds 101,995 RSUs.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 4,866 shares ($75,374)
Net Sell
4 txns
Insider
Morais Mark A.
Role
Chief Operating Officer
Sold
4,866 shs ($75K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 4,866 | $15.49 | $75K |
| Exercise | Restricted Stock Unit | 11,006 | $0.00 | -- |
| Exercise | Common Stock | 11,006 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 76,039 shares (Direct, null);
Restricted Stock Unit — 101,995 shares (Direct, null);
Common Stock — 4,625 shares (Indirect, Spouse)
Footnotes (1)
- Each Restricted Stock Unit ("RSU") represents the right to receive, at settlement, one share of Fortrea Holdings Inc. ("Fortrea") common stock ("Common Stock"). This transaction represents the settlement of RSUs into Common Stock on their scheduled vesting date. The sales reported on this Form 4 represent shares of Common Stock sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs. These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person. This transaction was executed in multiple trades at prices ranging from $15.04 to $15.69. The price reported in column 4 above reflects the weighted average price of the shares of Common Stock sold. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This number reflects the aggregate amount of Common Stock held by the reporting person. In connection with the spin-off of Fortrea by Laboratory Corporation of America Holdings ("Labcorp"), RSUs granted by Labcorp were converted into time-vesting RSUs of Fortrea pursuant to the terms of the Employee Matters Agreement. These RSUs vested on June 1, 2026. This number reflects the aggregate number of RSUs held by the reporting person.
Key Figures
Shares sold: 4,866 shares
Weighted average sale price: $15.49 per share
Sale price range: $15.04–$15.69 per share
+4 more
7 metrics
Shares sold
4,866 shares
Common Stock sold in open market to cover tax withholding
Weighted average sale price
$15.49 per share
Open-market sales to fund RSU-related tax obligations
Sale price range
$15.04–$15.69 per share
Multiple trades executed within this range on Common Stock sale
RSUs converted
11,006 RSUs
Restricted Stock Units settled into Common Stock on vesting date
Direct common shares after
76,039 shares
Aggregate Common Stock directly held by COO post-transaction
Indirect spouse holding
4,625 shares
Common Stock held indirectly through spouse
RSUs remaining
101,995 RSUs
Aggregate Restricted Stock Units held after vesting event
Key Terms
Restricted Stock Unit, sell to cover, Employee Matters Agreement, spin-off
4 terms
Restricted Stock Unit financial
"Each Restricted Stock Unit ("RSU") represents the right to receive, at settlement, one share of Fortrea Holdings Inc. common stock."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
sell to cover financial
"tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades"
Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.
Employee Matters Agreement regulatory
"were converted into time-vesting RSUs of Fortrea pursuant to the terms of the Employee Matters Agreement."
spin-off financial
"In connection with the spin-off of Fortrea by Laboratory Corporation of America Holdings ("Labcorp"), RSUs granted by Labcorp were converted"
A spin-off happens when a company creates a new, independent business by separating part of itself, like splitting off a division into its own company. This often happens so the new company can focus better on its own goals or attract different investors. It matters because it can lead to more growth opportunities and clearer focus for both companies.
FAQ
What insider transactions did Fortrea (FTRE) COO Mark A. Morais report?
Mark A. Morais reported RSU vesting and related tax sales. He converted 11,006 Restricted Stock Units into Common Stock and sold 4,866 shares in a mandated “sell to cover” transaction to satisfy tax withholding obligations linked to the RSU vesting.
What is the role of RSUs in the Fortrea (FTRE) COO’s compensation?
RSUs form a key part of the COO’s equity compensation. Each Restricted Stock Unit converts into one Common Stock share at vesting. The 11,006 RSUs that vested arose from spin-off related conversions and are part of a larger 101,995 RSU balance held by the COO.
How is the Fortrea (FTRE) spin-off mentioned in the COO’s Form 4?
The filing links certain RSUs to the Fortrea spin-off from Labcorp. RSUs originally granted by Laboratory Corporation of America Holdings were converted into time-vesting Fortrea RSUs under an Employee Matters Agreement and these particular RSUs vested on June 1, 2026.