Statistiche di base
| LEI | 5493000FIVFABOVCDU97 |
| CIK | 1965040 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Fortrea Holdings Inc.
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| August 29, 2025 |
8 Moore Drive Durham, North Carolina 27709 (Address of Principal Executive Offices) As filed with the Securities and Exchange Commission on August 29, 2025 Registration No. |
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| August 29, 2025 |
8 Moore Drive Durham, North Carolina 27709 (Address of Principal Executive Offices) As filed with the Securities and Exchange Commission on August 29, 2025 Registration No. |
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| August 29, 2025 |
Exhibit 107 Calculation of Filing Fee Table S-8 (Form Type) Fortrea Holdings Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par value $0.001 per |
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| August 29, 2025 |
Exhibit 107 Calculation of Filing Fee Table S-8 (Form Type) Fortrea Holdings Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par value $0.001 per |
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| August 29, 2025 |
FORTREA HOLDINGS INC. 2025 INDUCEMENT AWARD PLAN (AS AMENDED AND RESTATED) TABLE OF CONTENTS Exhibit 99.1 FORTREA HOLDINGS INC. 2025 INDUCEMENT AWARD PLAN (AS AMENDED AND RESTATED) TABLE OF CONTENTS 1. PURPOSE 1 2. DEFINITIONS 1 3. ADMINISTRATION OF THE PLAN 9 3.1 Committee. 9 3.1.1 Powers and Authorities. 9 3.1.2 Composition of the Committee. 11 3.1.3 Other Committees. 11 3.1.4 Delegation by the Committee. 11 3.2 Board. 11 3.3 Terms of Awards. 12 3.3.1 Committee Authority. 12 3.3.2 Forfe |
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| August 27, 2025 |
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 August 21, 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 Fi |
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| August 6, 2025 |
Fortrea Holdings Inc 2025 Inducement Award Plan.* Exhibit 10.6 FORTREA HOLDINGS INC. 2025 INDUCEMENT AWARD PLAN TABLE OF CONTENTS 1. PURPOSE 1 2. DEFINITIONS 1 3. ADMINISTRATION OF THE PLAN 9 3.1 Committee. 9 3.1.1 Powers and Authorities. 9 3.1.2 Composition of the Committee. 11 3.1.3 Other Committees. 11 3.1.4 Delegation by the Committee. 11 3.2 Board. 11 3.3 Terms of Awards. 12 3.3.1 Committee Authority. 12 3.3.2 Forfeiture; Recoupment. 12 3.4 |
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| August 6, 2025 |
Offer Letter, effective as of August 4, 2025, between Fortrea Holdings Inc. and Anshul Thakral.* Exhibit 10.1 VIA EMAIL Anshul Thakral June 10, 2025 Re: Offer of Employment Dear Mr. Thakral: Fortrea Holdings Inc. (the “Company”) is pleased to extend an offer of employment to you (the “Executive”) as follows: 1.Employment Offer. On the terms and conditions set forth in this offer letter (the “Offer Letter”), and subject to Section 6, the Company agrees to employ the Executive, and the Executiv |
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| August 6, 2025 |
Offer Letter, effective as of May 13, 2025, between Fortrea Holdings Inc. and Peter M. Neupert.* Exhibit 10.2 May 9, 2025 Peter M. Neupert Fortrea Holdings, Inc. 8 Moore Drive Durham, NC 27709 Dear Peter: Fortrea Holdings, Inc. (“Company”) is pleased to extend an offer of employment to you on the following terms and conditions (“Offer Letter”): 1.Position. We are pleased to offer you the position of interim Chief Executive Officer of the Company. In your capacity as an executive of the Compan |
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| August 6, 2025 |
Fortrea Reports Second Quarter 2025 Results Exhibit 99.1 Fortrea Reports Second Quarter 2025 Results For the three months ended June 30, 2025, from continuing operations: •Revenues of $710.3 million •GAAP net loss of $(374.9) million, inclusive of a non-cash goodwill impairment charge •Adjusted EBITDA of $54.9 million •GAAP and adjusted net (loss) income per diluted share of $(4.14) and $0.19, respectively •Book-to-bill ratio of 0.79x, resu |
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| August 6, 2025 |
Form of Performance Share Unit Agreement (2025 Inducement Award Plan).* Exhibit 10.8 FORTREA HOLDINGS INC. 2025 INDUCEMENT AWARD PLAN NOTICE OF GRANT OF PERFORMANCE SHARE UNIT AWARD Fortrea Holdings Inc., a Delaware corporation (the “Company”), hereby grants an award of Performance Share Units (the “Performance Share Unit Award”) under the Fortrea Holdings Inc. 2025 Inducement Award Plan (as may be amended or amended and restated from time to time, the “Plan”), to the |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q INDEX UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41704 FORTREA HOLDINGS |
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| August 6, 2025 |
Form of Restricted Stock Unit Agreement (2025 Inducement Award Plan).* Exhibit 10.7 FORTREA HOLDINGS INC. 2025 INDUCEMENT AWARD PLAN NOTICE OF GRANT OF RESTRICTED STOCK UNIT AWARD This Notice of Grant hereby evidences a grant of restricted stock units (the “Restricted Stock Units”) relating to shares of common stock, par value $0.001 per share, of Fortrea Holdings Inc., a Delaware corporation (the “Company”), to the Grantee named below, subject to the vesting and oth |
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| August 6, 2025 |
Consulting Agreement, effective as of May 13, 2025, between Fortrea Holdings Inc. and Thomas Pike. Exhibit 10.3 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is made by and between Thomas H. Pike (“Consultant”) and Fortrea Holdings Inc. (the “Company”) (each a “Party” and jointly referred to as the “Parties”): WHEREAS, Laboratory Corporation of America Holdings and Consultant entered into an Executive Employment Agreement dated January 4, 2023 (the “Employment Agreement”) un |
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| August 6, 2025 |
Fortrea Holdings Inc. 2023 Omnibus Incentive Plan (as amended and restated).* Exhibit 10.5 FORTREA HOLDINGS INC. 2023 OMNIBUS INCENTIVE PLAN (as amended and restated) 1.PURPOSE The Plan is intended to provide a means of recruiting, rewarding, and retaining key personnel and to provide to such persons incentives and rewards for service, performance and/or contributions to the Company. In addition, this Plan permits the granting of awards in substitution for or adjustment of |
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| August 6, 2025 |
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 August 6, 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 Fil |
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| August 6, 2025 |
Master Senior Executive Severance Plan, as amended.* Exhibit 10.4 FORTREA INC. First Amendment to Master Senior Executive Severance Plan THIS FIRST AMENDMENT to the Fortrea Inc. Master Senior Executive Severance Plan is dated as of June 10, 2025. RECITALS WHEREAS, Fortrea Inc. (the “Company”) has previously adopted the Fortrea Inc. Master Senior Executive Severance Plan, effective as of July 1, 2023 (the “Plan”); WHEREAS, Section 7.1 of the Plan res |
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| June 12, 2025 |
Exhibit 4.1 RIGHTS AGREEMENT Dated as of June 11, 2025 between FORTREA HOLDINGS INC. and EQUINITI TRUST COMPANY, LLC, as Rights Agent TABLE OF CONTENTS Section 1. Definitions 1 Section 2. Appointment of Rights Agent 5 Section 3. Issue of Right Certificates 5 Section 4. Form of Right Certificates 6 Section 5. Countersignature and Registration 6 Section 6. Transfer, Split-up, Combination and Exchang |
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| June 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 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 |
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| June 12, 2025 |
Exhibit 3.1 CERTIFICATE OF DESIGNATIONS of SERIES A PREFERRED STOCK of FORTREA HOLDINGS INC. (Pursuant to Section 151 of the Delaware General Corporation Law) Fortrea Holdings Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporati |
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| June 12, 2025 |
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 June 10, 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 |
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| June 12, 2025 |
Material Modification to Rights of Security Holders 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 June 11, 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 |
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| June 12, 2025 |
Exhibit 99.1 Fortrea Adopts Limited-Duration Stockholder Rights Plan Board Committed to Protecting Long-Term Value for All Stockholders DURHAM, N.C., June 12, 2025 – Fortrea (Nasdaq: FTRE) (the “Company”), a leading global contract research organization (CRO), today announced that its Board of Directors (the “Board”) has unanimously adopted a limited-duration stockholder rights plan (“Rights Plan” |
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| June 11, 2025 |
Exhibit 99.1 Fortrea Names Anshul Thakral Chief Executive Officer Thakral succeeds Interim CEO, Peter M. Neupert, who will remain chairman of the board DURHAM, N.C., June 11, 2025 – Fortrea (Nasdaq: FTRE) (the “Company”), a leading global contract research organization (CRO), today announced that Fortrea’s Board of Directors (the “Board”) named Anshul Thakral as Fortrea’s CEO, effective August 4, |
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| June 11, 2025 |
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 June 11, 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 |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ De |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 March 5, 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 Fi |
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| May 12, 2025 |
Form of Restricted Stock Unit Award Exhibit 10.3 FORTREA HOLDINGS INC. 2023 OMNIBUS INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK UNIT AWARD This Notice of Grant hereby evidences a grant of restricted stock units (the “Restricted Stock Units”) relating to shares of common stock, par value $0.001 per share, of Fortrea Holdings Inc., a Delaware corporation (the “Company”), to the Grantee named below, subject to the vesting and ot |
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| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q INDEX UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41704 FORTREA HOLDING |
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| May 12, 2025 |
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 May 12, 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 |
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| May 12, 2025 |
Fortrea Reports First Quarter 2025 Results Exhibit 99.1 Fortrea Reports First Quarter 2025 Results For the three months ended March 31, 2025, from continuing operations: •Revenues of $651.3 million •GAAP net loss of $(562.9) million, inclusive of a non-cash goodwill impairment charge •Adjusted EBITDA of $30.3 million •GAAP and adjusted net (loss) income per diluted share of $(6.25) and $0.02, respectively •Book-to-bill ratio of 1.02x, resu |
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| May 12, 2025 |
Exhibit 99.1 Fortrea Announces CEO Stepping Down Peter M. Neupert, Fortrea’s Lead Independent Director, will serve as Interim CEO as Thomas Pike steps down DURHAM, N.C., May 12, 2025 — Fortrea (Nasdaq: FTRE) (the “Company"), a leading global contract research organization (CRO), today announced that Thomas Pike is stepping down from his role as Fortrea’s Chief Executive Officer and as Chairman of |
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| May 12, 2025 |
Press Release issued by the Company dated May 12, 2025 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 May 9, 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 N |
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| April 28, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| April 28, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by |
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| March 10, 2025 |
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 March 5, 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 |
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| March 3, 2025 |
Exhibit 10.26 Execution Version AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), dated as of February 28, 2025, by and among FORTREA HOLDINGS INC., a Delaware corporation (the “Parent Borrower”), FORTREA UK HOLDINGS LIMITED, a wholly owned Subsidiary of the Parent Borrower incorporated under the laws of England and Wales (the “Initial English Borrower” an |
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| March 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-043 |
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| March 3, 2025 |
List of Subsidiaries of the Company Exhibit 21 List of Subsidiaries of the Company Active Entities Entity Name Jurisdiction of Formation Formation Date Entity Status Fortrea Argentina S. |
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| March 3, 2025 |
Exhibit 10.3 Exectuion Version AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of May 3, 2024, by and among FORTREA HOLDINGS INC., a Delaware corporation (the “Parent Borrower”), FORTREA UK HOLDINGS LIMITED, a wholly owned Subsidiary of the Parent Borrower incorporated under the laws of England and Wales (the “Initial English Borrower” and, toge |
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| March 3, 2025 |
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 March 3, 2025 (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 |
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| March 3, 2025 |
Fortrea Reports Fourth Quarter and Full-Year 2024 Results; Issues Full-Year 2025 Guidance Exhibit 99.1 Fortrea Reports Fourth Quarter and Full-Year 2024 Results; Issues Full-Year 2025 Guidance For the three months and full-year ended December 31, 2024, from continuing operations: •Revenues of $697.0 million for the fourth quarter, $2,696.4 million for the full year •GAAP net loss of $(73.9) million for the fourth quarter, $(271.5) million for the full year •Adjusted EBITDA of $56.0 mil |
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| February 24, 2025 |
Transactions in Securities of the Issuer Since the Filing of Amendment No. 3 to the Schedule 13D EX-1 2 ex1to13da40629734602242025.htm TRANSACTIONS IN THE SECURITIES Exhibit 1 Transactions in Securities of the Issuer Since the Filing of Amendment No. 3 to the Schedule 13D Nature of the Transaction Amount of Securities Purchased/(Sold) Price ($) Date of Purchase/Sale STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD Sale of Common Stock (21,968) 15.4140 02/06/2025 Sale of Common Stock (175,181) |
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| February 24, 2025 |
[The remainder of this page intentionally left blank] EX-99.1 3 ex991to13da406297346022425.htm AGREEMENT, DATED FEBRUARY 21, 2025 Exhibit 99.1 EXECUTION VERSION AGREEMENT This Agreement (this “Agreement”) is made and entered into as of February 21, 2025 by and among Fortrea Holdings Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party |
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| February 21, 2025 |
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 February 21, 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 |
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| February 21, 2025 |
Exhibit 10.1 AGREEMENT This Agreement (this “Agreement”) is made and entered into as of February 21, 2025 by and among Fortrea Holdings Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”). RECITALS WHEREAS, the Company and Starb |
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| February 21, 2025 |
Exhibit 99.1 Fortrea to Add Erin L. Russell to Board of Directors Fortrea and Starboard enter into Cooperation Agreement DURHAM, N.C., February 21, 2025 — Fortrea (Nasdaq: FTRE), a leading global contract research organization (CRO), today announced that it will appoint Erin L. Russell, a financial and healthcare executive, as a new independent member of the Company’s Board of Directors (the “Boar |
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| January 31, 2025 |
Transactions in Securities of the Issuer During the Past Sixty Days EX-1 2 ex1to13da306297346013125.htm TRANSACTIONS IN THE SECURITIES Exhibit 1 Transactions in Securities of the Issuer During the Past Sixty Days Nature of the Transaction Amount of Securities Purchased/(Sold) Price ($) Date of Purchase/Sale STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD Sale of Common Stock (75,432) 23.5843 12/04/2024 Sale of Common Stock (28,125) 23.6300 12/04/2024 Sale of Commo |
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| November 8, 2024 |
Exhibit 10.3 FORTREA HOLDINGS INC. First Amendment to Restricted Stock Unit Agreement THIS FIRST AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENT (the “First Amendment”) is entered into effective September 13, 2024 by and between Fortrea Holdings Inc., a Delaware corporation (the “Company”) and Thomas H. Pike (“Grantee”). RECITALS WHEREAS, the Company and Grantee previously entered into an individual |
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| November 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 November 8, 2024 (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. |
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| November 8, 2024 |
Form of Performance Share Award Exhibit 10.2 FORTREA HOLDINGS INC. 2023 OMNIBUS INCENTIVE PLAN NOTICE OF GRANT OF PERFORMANCE SHARE AWARD Fortrea Holdings Inc., a Delaware corporation (the “Company”), hereby grants an award of Performance Shares (the “Performance Share Award”) under the Fortrea Holdings Inc. 2023 Omnibus Incentive Plan (as may be amended or amended and restated from time to time, the “Plan”), to the Grantee name |
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| November 8, 2024 |
Fortrea Reports Third Quarter 2024 Results Exhibit 99.1 Fortrea Reports Third Quarter 2024 Results For the three months ended September 30, 2024, from continuing operations: •Revenues of $674.9 million •GAAP net loss of $(18.5) million •Adjusted EBITDA of $64.2 million •GAAP and adjusted net income (loss) per diluted share of $(0.21) and $0.23, respectively •Book-to-bill ratio of 1.23x, resulting in 1.15x book-to-bill for the trailing 12 m |
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| November 8, 2024 |
Exhibit 10.1 FORTREA HOLDINGS INC. 2023 OMNIBUS INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK UNIT AWARD This Notice of Grant hereby evidences a grant of restricted stock units (the “Restricted Stock Units”) relating to shares of common stock, par value $0.001 per share, of Fortrea Holdings Inc., a Delaware corporation (the “Company”), to the Grantee named below, subject to the vesting and ot |
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| November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q INDEX UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41704 FORTREA HOL |
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| August 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 14, 2024 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 Fil |
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| August 12, 2024 |
Exhibit 10.1 EXECUTION RECEIVABLES PURCHASE AGREEMENT Dated as of May 6, 2024 by and among FORTREA RECEIVABLES LLC, as Seller, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Purchasers, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, FORTREA INC., as Servicer, and PNC CAPITAL MARKETS LLC, as Structuring Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.01 Certain Defined Term |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q INDEX UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41704 FORTREA HOLDINGS |
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| August 12, 2024 |
Exhibit 10.3 Exectuion Version AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of May 3, 2024, by and among FORTREA HOLDINGS INC., a Delaware corporation (the “Parent Borrower”), FORTREA UK HOLDINGS LIMITED, a wholly owned Subsidiary of the Parent Borrower incorporated under the laws of England and Wales (the “Initial English Borrower” and, toge |
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| August 12, 2024 |
Fortrea Reports Second Quarter 2024 Results Exhibit 99.1 Fortrea Reports Second Quarter 2024 Results For the three months ended June 30, 2024, from continuing operations: •Revenues of $662.4 million •GAAP net loss of $(99.3) million •Adjusted EBITDA of $55.2 million •GAAP and adjusted loss per share of $(1.11) and $(0.03), respectively •Book-to-bill ratio of 0.96x, resulting in 1.16x book-to-bill for the trailing 12 months •Completed divest |
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| August 12, 2024 |
Exhibit 10.2 EXECUTION SALE AND CONTRIBUTION AGREEMENT Dated as of May 6, 2024 among EACH OF THE PERSONS FROM TIME TO TIME PARTY HERETO, as Originators, FORTREA INC. as an Originator and as Servicer, and FORTREA RECEIVABLES LLC, as Buyer CONTENTS Clause Subject Matter Page ARTICLE I SALES AND CONTRIBUTIONS 2 SECTION 1.1 Agreement to Sell and Contribute 2 SECTION 1.2 Timing of Sales and Contributio |
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| August 12, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 August 12, 2024 (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 |
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| July 11, 2024 |
Fortrea Appoints Robert Parks as Chief Accounting Officer EX-99.1 Exhibit 99.1 Fortrea Appoints Robert Parks as Chief Accounting Officer DURHAM, N.C., July 11, 2024 — Fortrea (Nasdaq: FTRE), a leading global contract research organization (CRO), today announced that Robert “Bobby” Parks has been appointed as chief accounting officer (CAO), responsible for Fortrea’s accounting function, including financial reporting, risk, controls and compliance in accor |
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| July 11, 2024 |
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 July 8, 2024 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 |
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| June 20, 2024 |
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 June 14, 2024 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 |
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| June 7, 2024 |
Learn more at fortrea.com. ©2024 Fortrea Inc. All rights reserved. Fortrea Q1’2024 Earnings presentation 06.07.2024 Q1 2024 Earnings Presentation 06.07.2024 - Updated 05.24.2024 Learn more at fortrea.com. ©2024 Fortrea Inc. All rights reserved. Fortrea Q1’2024 Earnings presentation 06.07.2024 FORWARD-LOOKING STATEMENTS & NON-GAAP FINANCIAL MEASURES 2 Forward-Looking Statements Disclosure. Certain |
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| June 7, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 24, 2024 (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. |
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| June 4, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 June 3, 2024 (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. |
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| June 4, 2024 |
Exhibit 99.1 Fortrea Completes Divestiture of Endpoint Clinical and Patient Access Businesses to Arsenal Capital Partners DURHAM, N.C., June 4, 2024 - Fortrea (Nasdaq: FTRE) a leading global contract research organization (“CRO”), today announced it has completed the divestiture of assets relating to its Enabling Services segment, namely its Endpoint Clinical (“Endpoint”) and Fortrea Patient Acces |
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| May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 Fortrea Holdings Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 34965K107 (CUSIP Number) JEFFREY C. SMIT |
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| May 24, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 May 24, 2024 (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. |
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| May 24, 2024 |
Learn more at fortrea.com. ©2024 Fortrea Inc. All rights reserved. Fortrea Q1’2024 Earnings presentation 05.24.2024 Q1 2024 Earnings Presentation 05.24.2024 Learn more at fortrea.com. ©2024 Fortrea Inc. All rights reserved. Fortrea Q1’2024 Earnings presentation 05.24.2024 FORWARD-LOOKING STATEMENTS & NON-GAAP FINANCIAL MEASURES 2 Forward-Looking Statements Disclosure. Certain information in this p |
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| May 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q INDEX UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41704 FORTREA HOLDING |
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| May 16, 2024 |
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 May 14, 2024 (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. |
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| May 16, 2024 |
Fortrea Appoints Machelle Sanders to Board of Directors Exhibit 99.1 Fortrea Appoints Machelle Sanders to Board of Directors DURHAM, N.C., May 16, 2024 - Fortrea (Nasdaq: FTRE), (the “Company”), a leading global contract research organization (“CRO”), today announced the appointment of Machelle Sanders to the Company’s Board of Directors. Ms. Sanders has served as North Carolina’s Secretary of Commerce since February 2021 and brings strong domain exper |
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| May 15, 2024 |
SEC File Number 001-41704 CUSIP Number 34965K107 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| May 13, 2024 |
Fortrea Reports First Quarter 2024 Results Exhibit 99.1 Fortrea Reports First Quarter 2024 Results For the three months ended March 31, 2024, from continuing operations: •Revenues of $662.1 million •GAAP net loss of $81.6 million •Adjusted EBITDA of $29.5 million •GAAP and adjusted diluted loss per share of $(0.91) and $(0.04), respectively •Book-to-bill ratio of 1.11x, resulting in >1.2x book-to-bill for the trailing nine months •Planned |
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| May 13, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 May 13, 2024 (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. |
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| May 9, 2024 |
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 May 3, 2024 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 N |
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| April 1, 2024 |
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 March 30, 2024 (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. |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| March 13, 2024 |
Non-Employee Director Compensation Policy. Exhibit 10.20 FORTREA HOLDINGS INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The Board of Directors of Fortrea Holdings Inc. (the “Company”) approved the following Non-Employee Director Compensation Policy (the “Policy”) which establishes compensation to be paid to non-employee directors of the Company, effective as of June 30, 2023 (the “Effective Date”), to provide an inducement to obtain and r |
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| March 13, 2024 |
Form of 2024 Performance Share Award Exhibit 10.22 FORTREA HOLDINGS INC. 2023 OMNIBUS INCENTIVE PLAN NOTICE OF GRANT OF PERFORMANCE SHARE AWARD Fortrea Holdings Inc., a Delaware corporation (the “Company”), hereby grants an award of Performance Shares (the “Performance Share Award”) under the Fortrea Holdings Inc. 2023 Omnibus Incentive Plan (as may be amended or amended and restated from time to time, the “Plan”), to the Grantee nam |
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| March 13, 2024 |
Fortrea Insider Trading Policy Exhibit 19 Insider Trading Policy Policy Number CC-16 Title Insider Trading Policy Implementation Date July 1, 2023 Updated February 9, 2024 Statement of Policy This Insider Trading Policy (“Policy”) shall apply to all directors, officers and employees (each a “Covered Person” and collectively “Covered Persons”) of Fortrea Holdings Inc. |
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| March 13, 2024 |
Policy Relating to Recovery of Erroneously Awarded Compensation. Exhibit 97 FORTREA HOLDINGS INC. Compensation Clawback Policy Effective June 30, 2023 Purpose As required pursuant to the listing standards of The Nasdaq Stock Market (the “Stock Exchange”), Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10D-1 under the Exchange Act, the Board of Directors (the “Board”) of Fortrea Holdings Inc. (the “Company”) has ado |
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| March 13, 2024 |
List of Subsidiaries of the Company Exhibit 21 List of Subsidiaries of the Company Entity Name Jurisdiction of Formation Formation Date Entity Status Active Entities Fortrea Argentina S. |
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| March 13, 2024 |
Exhibit 10.16 May 21, 2023 (Revised) Ms Jill McConnell Executive Vice President Chief Financial Officer Dear Jill: It Is my pleasure to congratulate you on embarking on the Fortrea Journey and to thank you for your leadership throughout out the spinoff process. We foresee great things ahead for you and look forward to seeing you succeed in your new leadership role with Fortrea. While there have be |
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| March 13, 2024 |
Exhibit 4.4 FORTREA HOLDINGS INC. DESCRIPTION OF CAPITAL STOCK The following is a summary of the material terms of the capital stock of Fortrea Holdings Inc. (“Fortrea,” the “Company,” “we,” “our,” and “us”) and certain provisions of our amended and restated certificate of incorporation (“Certificate of Incorporation”) and our amended and restated bylaws (“Bylaws”). The summaries and descriptions |
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| March 13, 2024 |
Exhibit 10.18 May 21, 2023 Jill McConnell Re: Retention Bonus Agreement Dear Jill, Once again congratulations on your appointment to the position of Chief Financial Officer with Fortrea! During this period leading up to the spinoff of Fortrea, you have been an invaluable leader getting us to this point. Of course, our work has only just begun and we need you to help build a world class organizatio |
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| March 13, 2024 |
Exhibit 10.17 May 21, 2023 (Revised) Mr. Mark Morals Executive Vice President Chief Operating Officer and President, Clinical Services Dear Mark: It is my pleasure to congratulate you on embarking on the Fortrea journey and to thank you for your leadership throughout out the spinoff process. We foresee great things ahead for you and look forward to seeing you succeed in your new leadership role wi |
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| March 13, 2024 |
Exhibit 10.19 May 21, 2023 Mark Morais Re: Retention Bonus Agreement Dear Mark, Once again congratulations on your appointment to the position of Chief Operating Officer and President, Clinical Services with Fortrea! During this period leading up to the spinoff of Fortrea, you have been an invaluable leader getting us to this point. Of course, our work has only just begun and we need you to help b |
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| March 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-043 |
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| March 11, 2024 |
Fortrea Reports Fourth Quarter and Full-Year 2023 Results; Issues Full-Year 2024 Guidance Exhibit 99.1 Fortrea Reports Fourth Quarter and Full-Year 2023 Results; Issues Full-Year 2024 Guidance For the three months ended December 31, 2023 and full year 2023: •Revenues of $775.4 million for fourth quarter, $3,109.0 million for the full year •GAAP net loss of $(36.0) million for the fourth quarter, $(3.4) million for the full year •Adjusted EBITDA of $67.2 million for the fourth quarter, |
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| March 11, 2024 |
Exhibit 99.2 Fortrea Signs Definitive Agreement to Divest Endpoint Clinical and Patient Access Businesses to Arsenal Capital Partners Proposed divestiture of Endpoint Clinical and Fortrea Patient Access businesses further streamlines Fortrea’s strategic focus as a pure-play contract research organization Creates standalone best-in-class Randomization and Trial Supply Management and Patient Access |
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| March 11, 2024 |
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 March 11, 2024 (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. |
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| February 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 Fortrea Holdings Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 34965K107 (CUSIP Number) JEFFREY C. SMIT |
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| February 14, 2024 |
EX-99.1 2 fp0087082-1ex991.htm SCHEDULE 13G CUSIP No. 34965K107 Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree, as of February 14, 2024, that only one statement containing the information required by Schedule 13G, and each amendment thereto, need be filed with respect to the ownership by each of the undersi |
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| February 14, 2024 |
FTRE.V / Fortrea Holdings Inc / Sessa Capital (Master), L.P. Passive Investment SC 13G 1 fp0087082-1sc13g.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 0) * Fortrea Holdings Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 34965K107 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat |
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| February 13, 2024 |
FTRE.V / Fortrea Holdings Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Fortrea Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 34965K107 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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| January 8, 2024 |
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 January 8, 2024 (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 |
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| January 8, 2024 |
Fortrea Previews J.P. Morgan Healthcare Conference Updates Exhibit 99.1 Fortrea Previews J.P. Morgan Healthcare Conference Updates Fortrea (Nasdaq: FTRE), a leading global contract research organization (“CRO”), today previewed key updates that Tom Pike, chairman and chief executive officer, and Jill McConnell, chief financial officer, plan to present at the 42nd Annual J.P. Morgan Healthcare Conference. Fortrea continues to make strong progress in establ |
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| November 29, 2023 |
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 November 27, 2023 (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 |
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| November 21, 2023 |
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 November 21, 2023 (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 |
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| November 13, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 November 13, 2023 (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 |
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| November 13, 2023 |
Fortrea Reports Third Quarter 2023 Results Exhibit 99.1 Fortrea Reports Third Quarter 2023 Results For the three months ended September 30, 2023: •Revenues of $776.4 million •GAAP net loss of $13.1 million •Adjusted EBITDA of $70.5 million •GAAP and adjusted diluted earnings (loss) per share of $(0.15) and $0.24, respectively •Quarterly book-to-bill ratio of 1.24x DURHAM, N.C., November 13, 2023— Fortrea (Nasdaq: FTRE) (the “Company”), a l |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q INDEX UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41704 FORTREA HOL |
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| October 17, 2023 |
EX-99.2 3 ex992to13d0629734610162023.htm POWER OF ATTORNEY Exhibit 99.2 POWER OF ATTORNEY The undersigned hereby appoints Jeffrey C. Smith, Peter A. Feld and Kenneth R. Marlin, or any of them, his true and lawful attorney-in fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, any settlement agreement, any amendments |
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| October 17, 2023 |
EX-99.1 2 ex991to13d0629734610162023.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par |
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| October 17, 2023 |
FTRE.V / Fortrea Holdings Inc / Starboard Value LP - THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Fortrea Holdings Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 34965K107 (CUSIP Number) JEFFREY C. SMITH |
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| August 24, 2023 |
Fortrea Reports Second-Quarter 2023 Results and Provides Full-Year 2023 Guidance Exhibit 99.1 UPDATED - AUGUST 24, 2023 Fortrea Reports Second-Quarter 2023 Results and Provides Full-Year 2023 Guidance •For the three months ended June 30, 2023: •Revenues of $793.0 million •GAAP net income of $28.3 million •Adjusted EBITDA of $72.5 million •GAAP and adjusted earnings per share of $0.32 and $0.52, respectively •Provides full-year financial outlook DURHAM, N.C., August 14, 2023— F |
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| August 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 14, 2023 (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 |
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| August 21, 2023 |
Exhibit 10.1 FORTREA HOLDINGS INC. 2023 OMNIBUS INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK UNIT AWARD This Notice of Grant hereby evidences a grant of restricted stock units (the “Restricted Stock Units”) relating to shares of common stock, par value $0.001 per share, of Fortrea Holdings Inc., a Delaware corporation (the “Company”), to the Grantee named below, subject to the vesting and ot |
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| August 21, 2023 |
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 August 17, 2023 (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 |
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| August 21, 2023 |
Non-Qualified Option Agreement dated August 17, 2023 between Fortrea Holdings Inc. and Thomas Pike Exhibit 10.2 FORTREA HOLDINGS INC. 2023 OMNIBUS INCENTIVE PLAN NOTICE OF GRANT OF NON-QUALIFIED OPTION AWARD This Notice of Grant hereby evidences a grant of an option (the “Option”) to purchase shares of common stock, par value $0.001 per share, of Fortrea Holdings Inc., a Delaware corporation (the “Company”), to the Optionee named below, subject to the vesting and other conditions set forth belo |
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| August 14, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 August 14, 2023 (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 |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q INDEX UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41704 FORTREA HOLDINGS |
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| August 14, 2023 |
Fortrea Reports Second-Quarter 2023 Results Company and Provides Full-Year 2023 Guidance Exhibit 99.1 Fortrea Reports Second-Quarter 2023 Results Company and Provides Full-Year 2023 Guidance •For the three months ended June 30, 2023: •Revenues of $793.0 million •GAAP net income of $28.3 million •Adjusted EBITDA of $72.5 million •GAAP and adjusted earnings per share of $0.32 and $0.52, respectively •Provides full-year financial outlook DURHAM, N.C., August 14, 2023— Fortrea (Nasdaq: FT |
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| August 10, 2023 |
FTRE.V / Fortrea Holdings Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Fortrea Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 34965K107 Date of Event Which Requires Filing of this Statement: July 31, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule |
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| July 3, 2023 |
Exhibit 10.6 FORTREA HOLDINGS INC. 2023 OMNIBUS INCENTIVE PLAN NOTICE OF GRANT OF NON-QUALIFIED OPTION AWARD This Notice of Grant hereby evidences a grant of an option (the “Option”) to purchase shares of common stock, par value $0.001 per share, of Fortrea Holdings Inc., a Delaware corporation (the “Company”), to the Optionee named below, subject to the vesting and other conditions set forth belo |
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| July 3, 2023 |
Exhibit 4.1 EFFECTIVE DATE SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “Effective Date Supplemental Indenture”), dated as of June 30, 2023, among the entities listed on the signature pages hereto (together, the “Initial Subsidiary Guarantors”), each a subsidiary of Fortrea Holdings Inc., a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as tru |
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| July 3, 2023 |
Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT BETWEEN LABORATORY CORPORATION OF AMERICA HOLDINGS AND FORTREA HOLDINGS INC. Dated June 29, 2023 TABLE OF CONTENTS Page ARTICLE I. FORTREA TRANSFER AND RESTRUCTURING 2 Section 1.01 Business Transfer Time; Internal Restructuring; Transfer of Assets and Liabilities 2 Section 1.02 Preservation of Tax-Free Status 4 Section 1.03 Fortrea Assets; Labcorp |
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| July 3, 2023 |
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 June 29, 2023 (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 |
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| July 3, 2023 |
Exhibit 99.2 Fortrea Launches as Leading, Global Contract Research Organization Positioned to Bring Life-Changing Therapies to Patients Faster Company completes spin-off from Labcorp and begins trading on Nasdaq under ticker “FTRE” Independent company positioned to capitalize on growth opportunities in Phases I-IV clinical trials and patient access, and to extend leading positions in oncology, cli |
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| July 3, 2023 |
Fortrea Holdings Inc. Employee Stock Purchase Plan. Exhibit 10.5 FORTREA HOLDINGS INC. 2023 EMPLOYEE STOCK PURCHASE PLAN 1. INTRODUCTION On or about June 30, 2023, Laboratory Corporation of America Holdings (“Labcorp”) will distribute to its stockholders, on a pro rata basis and without consideration, all of the outstanding shares of common stock of Fortrea Holdings Inc., a Delaware corporation, then owned by Labcorp (the “Spinoff”). As a result of |
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| July 3, 2023 |
Fortrea Holdings Inc. 2023 Omnibus Incentive Plan. Exhibit 10.4 FORTREA HOLDINGS INC. 2023 OMNIBUS INCENTIVE PLAN TABLE OF CONTENTS Page 1. PURPOSE 1 2. DEFINITIONS 1 3. ADMINISTRATION OF THE PLAN 9 3.1 Committee. 8 3.1.1 Powers and Authorities. 8 3.1.2 Composition of the Committee. 9 3.1.3 Other Committees. 9 3.1.4 Delegation by the Committee. 9 3.2 Board. 9 3.3 Terms of Awards. 9 3.3.1 Committee Authority. 9 3.3.2 Forfeiture; Recoupment. 10 3.4 |
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| July 3, 2023 |
Exhibit 10.3 TRANSITION SERVICES AGREEMENT BETWEEN LABORATORY CORPORATION OF AMERICA HOLDINGS AND FORTREA INC. Dated June 29, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE II PERFORMANCE AND SERVICES 6 Section 2.1 General 7 Section 2.2 Additional Services 7 Section 2.3 Service Requests 7 Section 2.4 Access 7 Section 2.5 Local Agreements 8 Section 2.6 System |
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| July 3, 2023 |
Exhibit 10.1 TAX MATTERS AGREEMENT BY AND BETWEEN LABORATORY CORPORATION OF AMERICA HOLDINGS AND FORTREA HOLDINGS INC. Dated as of June 29, 2023 TAX MATTERS AGREEMENT This Tax Matters Agreement (this “Agreement”), is entered into as of June 29, 2023 by and between Laboratory Corporation of America Holdings, a Delaware corporation (“Labcorp”), and Fortrea Holdings Inc., a Delaware corporation (“For |
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| July 3, 2023 |
358 South Main Street Burlington, North Carolina 27215 United States Exhibit 99.1 358 South Main Street Burlington, North Carolina 27215 United States Adam Schechter Chairman, President and Chief Executive Officer June 15, 2023 Dear Fellow Labcorp Stockholder: We are pleased to inform you that the board of directors of Laboratory Corporation of America® Holdings (“Labcorp”) has approved the spinoff to stockholders of our Clinical Development and Commercialization S |
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| July 3, 2023 |
Amended and Restated By-Laws of Fortrea Holdings Inc. Exhibit 3.2 FORTREA HOLDINGS INC. AMENDED AND RESTATED BYLAWS As Adopted and Effective on June 29, 2023 TABLE OF CONTENTS Page STOCKHOLDERS MEETINGS 1 1. Time and Place of Meetings. 1 2. Annual Meetings 1 3. Special Meetings. 1 4. Notice of Meetings. 1 5. Inspectors 1 6. Quorum 2 7. Voting; Proxies. 2 8. Order of Business 3 9. Notice of Stockholder Proposals. 3 10. Notice of Director Nominations. |
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| July 3, 2023 |
Form of 2023 Time Vesting Restricted Stock Unit Award (1 year) Exhibit 10.7 FORTREA HOLDINGS INC. 2023 OMNIBUS INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK UNIT AWARD (Non-Employee Director) This Notice of Grant hereby evidences a grant of restricted stock units (the “Restricted Stock Units”) relating to shares of common stock, par value $0.001 per share, of Fortrea Holdings Inc., a Delaware corporation (the “Company”), to the Grantee named below, subje |
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| July 3, 2023 |
Amended and Restated Certificate of Incorporation of Fortrea Holdings Inc. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FORTREA HOLDINGS INC. Fortrea Holdings Inc. (the “Company”), a corporation organized and existing under the laws of the State of Delaware, pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, as it may be amended (the “DGCL”), hereby certifies as follows: 1.The name of this Company is Fortrea Hold |
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| July 3, 2023 |
Form of 2023 Time Vesting Restricted Stock Unit Award (3 year ratable) Exhibit 10.8 FORTREA HOLDINGS INC. 2023 OMNIBUS INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK UNIT AWARD This Notice of Grant hereby evidences a grant of restricted stock units (the “Restricted Stock Units”) relating to shares of common stock, par value $0.001 per share, of Fortrea Holdings Inc., a Delaware corporation (the “Company”), to the Grantee named below, subject to the vesting and ot |
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| July 3, 2023 |
Exhibit 10.2 EMPLOYEE MATTERS AGREEMENT BETWEEN LABORATORY CORPORATION OF AMERICA HOLDINGS AND FORTREA HOLDINGS INC. Dated as of June 29, 2023 ARTICLE I DEFINITIONS 1 Section 1.01 Certain Defined Terms 1 Section 1.02 Other Capitalized Terms 8 ARTICLE II GENERAL PRINCIPLES; EMPLOYEE TRANSFERS 8 Section 2.01 Labcorp Group Employee Liabilities 8 Section 2.02 Fortrea Group Employee Liabilities 9 Secti |
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| June 30, 2023 |
Exhibit 10.1 Execution Version CREDIT AGREEMENT Dated as of June 30, 2023 by and among FORTREA HOLDINGS INC., as the Parent Borrower, FORTREA UK HOLDINGS LIMITED as the Initial English Borrower, CERTAIN SUBSIDIARIES OF THE PARENT BORROWER, as Designated Revolving Borrowers, GOLDMAN SACHS BANK USA for itself, as a Lender, as a L/C Issuer, as Swingline Lender, and as Agent, and THE OTHER FINANCIAL I |
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| June 30, 2023 |
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 June 27, 2023 (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 |
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| June 30, 2023 |
Exhibit 4.1 Execution Version INDENTURE Dated as of June 27, 2023 Among FORTREA HOLDINGS INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and as Collateral Agent 7.500% SENIOR SECURED NOTES DUE 2030 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 44 Section 1.03 Trust Indenture Act 46 Section 1. |
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| June 29, 2023 |
Calculation of Filing Fee Tables Exhibit 107 Calculation of Filing Fee Table S-8 (Form Type) Fortrea Holdings Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par value $0. |
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| June 29, 2023 |
8 Moore Drive Durham, North Carolina 27709 (Address of Principal Executive Offices) As filed with the Securities and Exchange Commission on June 29, 2023 Registration No. |
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| June 29, 2023 |
Fortrea Holdings Inc. 2023 Omnibus Incentive Plan Exhibit 4.3 FORTREA HOLDINGS INC. 2023 OMNIBUS INCENTIVE PLAN TABLE OF CONTENTS Page 1. PURPOSE 1 2. DEFINITIONS 1 3. ADMINISTRATION OF THE PLAN 8 3.1 Committee. 8 3.1.1 Powers and Authorities. 8 3.1.2 Composition of the Committee. 9 3.1.3 Other Committees. 9 3.1.4 Delegation by the Committee. 9 3.2 Board. 9 3.3 Terms of Awards. 9 3.3.1 Committee Authority. 9 3.3.2 Forfeiture; Recoupment. 10 3.4 N |
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| June 29, 2023 |
Amended and Restated Certificate of Incorporation of Fortrea Holdings Inc. Exhibit 4.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FORTREA HOLDINGS INC. Fortrea Holdings Inc. (the “Company”), a corporation organized and existing under the laws of the State of Delaware, pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, as it may be amended (the “DGCL”), hereby certifies as follows: 1.The name of this Company is Fortrea Hold |
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| June 29, 2023 |
Fortrea Holdings Inc. Employee Stock Purchase Plan Exhibit 4.4 FORTREA HOLDINGS INC. 2023 EMPLOYEE STOCK PURCHASE PLAN 1. INTRODUCTION On or about June 30, 2023, Laboratory Corporation of America Holdings (“Labcorp”) will distribute to its stockholders, on a pro rata basis and without consideration, all of the outstanding shares of common stock of Fortrea Holdings Inc., a Delaware corporation, then owned by Labcorp (the “Spinoff”). As a result of |
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| June 29, 2023 |
Amended and Restated Bylaws of Fortrea Holdings Inc. Exhibit 4.2 FORTREA HOLDINGS INC. AMENDED AND RESTATED BYLAWS As Adopted and Effective on June 29, 2023 TABLE OF CONTENTS Page STOCKHOLDERS MEETINGS 1 1. Time and Place of Meetings. 1 2. Annual Meetings 1 3. Special Meetings. 1 4. Notice of Meetings. 1 5. Inspectors 2 6. Quorum 2 7. Voting; Proxies. 2 8. Order of Business 3 9. Notice of Stockholder Proposals. 4 10. Notice of Director Nominations. |
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| June 21, 2023 |
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 June 15, 2023 (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 |
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| June 12, 2023 |
FOR IMMEDIATE RELEASE Labcorp Contacts: Media: Rachael Valdez — 336-436-8263 Media@Labcorp. |
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| June 12, 2023 |
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 June 12, 2023 (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 |
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| June 8, 2023 |
Information Statement, Subject to Completion, dated EX-99.1 2 exhibit991-10x12ba.htm EX-99.1 Exhibit 99.1 358 South Main Street Burlington, North Carolina 27215 United States Adam Schechter Chairman, President and Chief Executive Officer , 2023 Dear Fellow Labcorp Stockholder: We are pleased to inform you that the board of directors of Laboratory Corporation of America® Holdings (“Labcorp”) has approved the spinoff to stockholders of our Clinical D |
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| June 8, 2023 |
June 8, 2023 Via Edgar Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| June 8, 2023 |
As filed with the Securities and Exchange Commission on June 8, 2023. As filed with the Securities and Exchange Commission on June 8, 2023. File No. 001-41704 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Fortrea Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 92-2796441 |
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| June 8, 2023 |
Fortrea Holdings Inc. 8 Moore Drive Durham, NC 27709 United States June 8, 2023 Fortrea Holdings Inc. 8 Moore Drive Durham, NC 27709 United States June 8, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Cindy Polynice Re: Fortrea Holdings Inc. Registration Statement on Form 10-12B (File No. 001-41704) Ladies and Gentlemen: In accordance with Rule 12d1-2 promulgated under the Securiti |
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| June 2, 2023 |
Information Statement, Subject to Completion, dated Exhibit 99.1 358 South Main Street Burlington, North Carolina 27215 United States Adam Schechter Chairman, President and Chief Executive Officer , 2023 Dear Fellow Labcorp Stockholder: We are pleased to inform you that the board of directors of Laboratory Corporation of America® Holdings (“Labcorp”) has approved the spinoff to stockholders of our Clinical Development and Commercialization Services |
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| June 2, 2023 |
June 2, 2023 Via Edgar Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| June 2, 2023 |
Form of Separation and Distribution Agreement Exhibit 2.1 FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BETWEEN LABORATORY CORPORATION OF AMERICA HOLDINGS AND FORTREA HOLDINGS INC. Dated [l], 2023 TABLE OF CONTENTS Page ARTICLE I. FORTREA TRANSFER AND RESTRUCTURING 2 Section 1.01 Business Transfer Time; Internal Restructuring; Transfer of Assets and Liabilities. 2 Section 1.02 Preservation of Tax-Free Status. 5 Section 1.03 Fortrea Assets; La |
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| June 2, 2023 |
Exhibit 10.1 FORM OF TAX MATTERS AGREEMENT BY AND BETWEEN LABORATORY CORPORATION OF AMERICA HOLDINGS AND FORTREA HOLDINGS INC. DATED AS OF [l], 2023 TAX MATTERS AGREEMENT This Tax Matters Agreement (this “Agreement”), is entered into as of [l], 2023 by and between Laboratory Corporation of America Holdings, a Delaware corporation (“Labcorp”), and Fortrea Holdings Inc., a Delaware corporation (“For |
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| June 2, 2023 |
Form of Deferred Compensation Plan EX-10.9 6 exhibit109-10x12ba.htm EX-10.9 Exhibit 10.9 FORM OF FORTREA INC. NONQUALIFIED DEFERRED COMPENSATION PLAN (Effective July 1, 2023) PURPOSE OF THE PLAN Fortrea Inc. (the “Company”) hereby adopts, effective July 1, 2023, a nonqualified deferred compensation plan for the benefit of certain of the Company’s employees known as the Fortrea Inc. Nonqualified Deferred Compensation Plan (the “Plan |
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| June 2, 2023 |
Form of Employee Matters Agreement Exhibit 10.2 FORM OF EMPLOYEE MATTERS AGREEMENT BETWEEN LABORATORY CORPORATION OF AMERICA HOLDINGS AND FORTREA HOLDINGS INC. DATED AS OF [●] ARTICLE I DEFINITIONS 1 Section 1.01 Certain Defined Terms 1 Section 1.02 Other Capitalized Terms 8 ARTICLE II GENERAL PRINCIPLES; EMPLOYEE TRANSFERS 8 Section 2.01 Labcorp Group Employee Liabilities 8 Section 2.02 Fortrea Group Employee Liabilities 9 Section |
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| June 2, 2023 |
As filed with the Securities and Exchange Commission on June 2, 2023. As filed with the Securities and Exchange Commission on June 2, 2023. File No. 001-41704 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Fortrea Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 92-2796441 |
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| June 2, 2023 |
Form of Notice of Internet Availability of Information Statement Materials. Exhibit 99.2 Important Notice Regarding the Availability of Materials LABORATORY CORPORATION OF AMERICA HOLDINGS You are receiving this communication because you hold securities in the company listed above. They have released informational materials that are now available for your review. This notice provides instructions on how to access LABORATORY CORPORATION OF AMERICA HOLDINGS materials for in |
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| June 2, 2023 |
Form of Transition Services Agreement Exhibit 10.3 FORM OF TRANSITION SERVICES AGREEMENT BETWEEN LABORATORY CORPORATION OF AMERICA HOLDINGS AND FORTREA INC. Dated [l], 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE II PERFORMANCE AND SERVICES 7 Section 2.1 General 7 Section 2.2 Additional Services 8 Section 2.3 Service Requests 8 Section 2.4 Access 9 Section 2.5 Local Agreements 9 Section 2.6 Sys |
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| May 15, 2023 |
May 15, 2023 Via Edgar Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| May 15, 2023 |
Clinical Development and Laboratory Services Agreement Exhibit 10.4 MASTER SERVICES AGREEMENT Clinical Development and Laboratory Services This MASTER SERVICES AGREEMENT (together with any Work Order(s) (as defined below), this “Agreement”) is made effective as of the 1st day of May 2023 (the “Effective Date”) by and between Labcorp Central Laboratory Services LP with a place of business at 8211 Scicor Drive, Indianapolis, IN 46214 and Labcorp Central |
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| May 15, 2023 |
Form of Transition Services Agreement Exhibit 10.3 FORM OF TRANSITION SERVICES AGREEMENT BETWEEN LABORATORY CORPORATION OF AMERICA HOLDINGS AND FORTREA INC. Dated , 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE II PERFORMANCE AND SERVICES 7 Section 2.1 General 7 Section 2.2 Additional Services 8 Section 2.3 Service Requests 8 Section 2.4 Access 9 Section 2.5 Local Agreements 9 Section 2.6 System |
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| May 15, 2023 |
Letter from PricewaterhouseCoopers LLP Exhibit 16.1 May 15, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Laboratory Corporation of American Holdings pursuant to Item 304(a)(1) of Regulation S-K (copy attached), which we understand will be filed with the Securities and Exchange Commission as part of the Form 10 of Laboratory Corporation of America Hold |
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| May 15, 2023 |
Amended and Restated By-Laws of the registrant Exhibit 3.3 FORTREA HOLDINGS INC. AMENDED AND RESTATED BYLAWS EFFECTIVE AS OF MARCH 8, 2023 AMENDED AND RESTATED BYLAWS OF FORTREA HOLDINS INC. 1. OFFICES 1.1 Registered Office The initial registered office of the Corporation in the State of Delaware shall be at 2711 Centerville Road, Suite 400 in Wilmington, County of New Castle, Delaware 19808. The name of the initial registered agent of the Cor |
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| May 15, 2023 |
As filed with the Securities and Exchange Commission on May 15, 2023. As filed with the Securities and Exchange Commission on May 15, 2023. File No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Fortrea Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 92-2796441 (State or other jurisdiction |
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| May 15, 2023 |
Certificate of Amendment of the Certificate of Incorporation of the registrant Exhibit 3.2 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF SILVER SPINCO INC. Silver Spinco Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: FIRST: Article I of the Corporation’s certificate of incorporation (the “Certificate of Incorporation”) is |
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| May 15, 2023 |
Form of Fortrea Holdings Inc. 2023 Omnibus Incentive Plan Exhibit 10.7 FORM OF FORTREA HOLDINGS INC. 2023 OMNIBUS INCENTIVE PLAN TABLE OF CONTENTS Page 1. PURPOSE 1 2. DEFINITIONS 1 3. ADMINISTRATION OF THE PLAN 9 3.1 Committee. 9 3.1.1 Powers and Authorities. 9 3.1.2 Composition of the Committee. 10 3.1.3 Other Committees. 10 3.1.4 Delegation by the Committee. 10 3.2 Board. 11 3.3 Terms of Awards. 11 3.3.1 Committee Authority. 11 3.3.2 Forfeiture; Recou |
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| May 15, 2023 |
Form of Fortrea Holdings Inc. Employee Stock Purchase Plan Exhibit 10.8 FORM OF FORTREA HOLDINGS INC. 2023 EMPLOYEE STOCK PURCHASE PLAN 1. INTRODUCTION On or about [July 1], 2023, Laboratory Corporation of America Holdings (“Labcorp”) will distribute to its stockholders, on a pro rata basis and without consideration, all of the outstanding shares of common stock of Fortrea Holdings Inc., a Delaware corporation, then owned by Labcorp (the “Spinoff”). As a |
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| May 15, 2023 |
Form of Separation and Distribution Agreement Exhibit 2.1 FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BETWEEN LABORATORY CORPORATION OF AMERICA HOLDINGS AND FORTREA HOLDINGS INC. Dated , 2023 TABLE OF CONTENTS Page ARTICLE I. FORTREA TRANSFER AND RESTRUCTURING 2 Section 1.01 Business Transfer Time; Internal Restructuring; Transfer of Assets and Liabilities. 2 Section 1.02 Preservation of Tax-Free Status. 5 Section 1.03 Fortrea Assets; Labco |
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| May 15, 2023 |
Exhibit 10.5 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 4th day of January 2023, by and among Laboratory Corporation of America Holdings, a Delaware corporation (the “Company”) and Thomas H. Pike, an individual (the “Executive”). WHEREAS, the Company desires to employ the Executive as the President and Chief Executive Officer of the C |
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| May 15, 2023 |
Exhibit 21.1 LIST OF SUBSIDIARIES FORTREA HOLDINGS INC. (As of May 10, 2023) NAME OF ENTITY JURISDICTION Fortrea Argentina S.A. Argentina Fortrea Australia Pty Ltd Australia Fortrea Austria GmbH Austria Fortrea Belgium SRL Belgium Fortrea Brazil Limitada Brazil Fortrea Canada Inc. Canada Fortrea Chile Limitada Chile Fortrea Pharmaceutical Research & Development (Beijing) Co Ltd and its branches Ch |
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| May 15, 2023 |
Exhibit 10.1 FORM OF TAX MATTERS AGREEMENT BY AND BETWEEN LABORATORY CORPORATION OF AMERICA HOLDINGS AND FORTREA HOLDINGS INC. DATED AS OF , 2023 TAX MATTERS AGREEMENT This Tax Matters Agreement (this “Agreement”), is entered into as of , 2023 by and between Laboratory Corporation of America Holdings, a Delaware corporation (“Labcorp”), and Fortrea Holdings Inc., a Delaware corporation (“Fortrea,” |
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| May 15, 2023 |
Form of Fortrea Inc. Master Senior Executive Severance Plan Exhibit 10.6 FORM OF FORTREA INC. MASTER SENIOR EXECUTIVE SEVERANCE PLAN (Effective 2023) PURPOSE The purpose of this Fortrea Inc. Master Senior Executive Severance Plan (the “Plan”) is to provide severance benefits for a select group of management employees of Fortrea Inc. and its affiliates, effective as of July 1, 2023. On or about June 30, 2023, Laboratory Corporation of America Holdings (“Lab |
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| May 15, 2023 |
Form of Amended and Restated By-Laws of the registrant Exhibit 3.5 FORTREA HOLDINGS INC. FORM OF AMENDED AND RESTATED BYLAWS As Adopted and Effective on , 2023 TABLE OF CONTENTS Page STOCKHOLDERS MEETINGS 1 1. Time and Place of Meetings. 1 2. Annual Meetings 1 3. Special Meetings. 1 4. Notice of Meetings. 1 5. Inspectors 1 6. Quorum 2 7. Voting; Proxies. 2 8. Order of Business 3 9. Notice of Stockholder Proposals. 3 10. Notice of Director Nominations. |
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| May 15, 2023 |
Form of Amended and Restated Certificate of Incorporation of the registrant Exhibit 3.4 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FORTREA HOLDINGS INC. Fortrea Holdings Inc. (the “Company”), a corporation organized and existing under the laws of the State of Delaware, pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, as it may be amended (the “DGCL”), hereby certifies as follows: 1. The name of this Company is For |
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| May 15, 2023 |
Information Statement, Subject to Completion, dated Exhibit 99.1 358 South Main Street Burlington, North Carolina 27215 United States Adam Schechter Chairman, President and Chief Executive Officer , 2023 Dear Fellow Labcorp Stockholder: We are pleased to inform you that the board of directors of Laboratory Corporation of America® Holdings (“Labcorp”) has approved the spinoff to stockholders of our Clinical Development and Commercialization Services |
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| May 15, 2023 |
Form of Employee Matters Agreement Exhibit 10.2 FORM OF EMPLOYEE MATTERS AGREEMENT BETWEEN LABORATORY CORPORATION OF AMERICA HOLDINGS AND FORTREA HOLDINGS INC. DATED AS OF , 2023 ARTICLE I DEFINITIONS 1 Section 1.01 Certain Defined Terms 1 Section 1.02 Other Capitalized Terms 9 ARTICLE II GENERAL PRINCIPLES; EMPLOYEE TRANSFERS 10 Section 2.01 Labcorp Group Employee Liabilities 10 Section 2.02 Fortrea Group Employee Liabilities 10 S |
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| May 15, 2023 |
Certificate of Incorporation of the registrant Exhibit 3.1 CERTIFICATE OF INCORPORATION OF SILVER SPINCO INC. ARTICLE I Name The name of the corporation is SILVER SPINCO INC. (the “Corporation”). ARTICLE II Registered Office The registered office of the Corporation in the State of Delaware shall be located at 251 Little Falls Drive in the City of Wilmington, County of New Castle, Delaware 19808. The name of the initial registered agent of the |
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| April 5, 2023 |
358 South Main Street Burlington, North Carolina 27215 United States EX-99.1 2 filename2.htm Exhibit 99.1 358 South Main Street Burlington, North Carolina 27215 United States Adam Schechter Chairman, President and Chief Executive Officer , 2023 Dear Fellow Labcorp Stockholder: We are pleased to inform you that the board of directors of Laboratory Corporation of America® Holdings (“Labcorp”) has approved the spinoff to stockholders of our Clinical Development and Co |
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| April 5, 2023 |
Amendment No. 1 to draft registration statement as confidentially submitted to the Securities and Exchange Commission on April 5, 2023. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. File No. 001- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERA |
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| April 5, 2023 |
April 5, 2023 Via Edgar Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| February 13, 2023 |
358 South Main Street Burlington, North Carolina 27215 United States EX-99.1 2 filename2.htm Exhibit 99.1 358 South Main Street Burlington, North Carolina 27215 United States Adam Schechter Chairman, President and Chief Executive Officer , 2023 Dear Fellow Labcorp Stockholder: We are pleased to inform you that the board of directors of Laboratory Corporation of America® Holdings (“Labcorp”) has approved the spinoff to stockholders of our Clinical Development and Co |
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| February 13, 2023 |
[Jones Day Letterhead] February 13, 2023 [Jones Day Letterhead] February 13, 2023 Via Edgar Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| February 13, 2023 |
As confidentially submitted to the Securities and Exchange Commission on February 13, 2023. |
