Sec Form 4 Filing - Warren Amanda M. @ Fortrea Holdings Inc. - 2023-06-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Warren Amanda M. 2. Issuer Name and Ticker or Trading Symbol Fortrea Holdings Inc. [ FTRE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Accounting Officer (Last) (First) (Middle) 8 MOORE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2023 (Street) DURHAM, NC27709 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/01/2023 M 510 A 510 D Common Stock 07/03/2023 F( 2 ) 149 D $ 36.84 361 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Unit ( 1 ) 06/30/2023 A 937 ( 3 ) ( 3 ) Common Stock 937 $ 0 937 D Restricted Stock Unit ( 1 ) 06/30/2023 A 1,911 ( 4 ) ( 4 ) Common Stock 1,911 $ 0 2,848 ( 5 ) D Restricted Stock Unit ( 1 ) 06/30/2023 A 3,185 ( 6 ) ( 6 ) Common Stock 3,185 $ 0 6,033 ( 5 ) D Restricted Stock Unit ( 1 ) 06/30/2023 A 10,319 ( 7 ) ( 7 ) Common Stock 10,319 $ 0 16,352 ( 5 ) D Restricted Stock Unit ( 1 ) 06/30/2023 A 510 ( 8 ) ( 8 ) Common Stock 510 $ 0 16,862 D Restricted Stock Unit ( 1 ) 07/01/2023 M 510 ( 8 ) ( 8 ) Common Stock 510 $ 0 16,352 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Warren Amanda M. 8 MOORE DRIVE DURHAM, NC27709 Chief Accounting Officer Signatures /s/ James Stillman Hanson, Attorney-in-Fact for Amanda M. Warren 07/05/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Restricted Stock Unit ("RSU") represents the contingent right to receive one share of Fortrea Holdings Inc. Common Stock. ( 2 )Stock withholding to satisfy tax withholding obligations. ( 3 )In connection with the spin-off ("Spin-Off") of Fortrea Holdings Inc. ("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 by and between Labcorp and Fortrea (the "EMA"). Amounts are estimates pending finalization of the adjustment ratio pursuant to the EMA. The RSUs will vest in full on February 2, 2024. ( 4 )In connection with the Spin-Off, RSUs granted by Labcorp were converted into time-vesting RSUs of Fortrea pursuant to the terms of the EMA. Amounts are estimates pending finalization of the adjustment ratio pursuant to the EMA. The RSUs will vest in two annual installments on February 11 of each of 2024 and 2025. ( 5 )This number reflects the aggregate number of Restricted Stock Units held by the reporting person. ( 6 )In connection with the Spin-Off, RSUs granted by Labcorp were converted into time-vesting RSUs of Fortrea pursuant to the terms of the EMA. Amounts are estimates pending finalization of the adjustment ratio pursuant to the EMA. The RSUs vest in three equal annual installments beginning on February 7, 2024. ( 7 )In connection with the Spin-Off, RSUs granted by Labcorp were converted into time-vesting RSUs of Fortrea pursuant to the terms of the EMA. Amounts are estimates pending finalization of the adjustment ratio pursuant to the EMA. The RSUs vest in three equal annual installments beginning on June 1, 2024. ( 8 )In connection with the Spin-Off, RSUs granted by Labcorp were converted into time-vesting RSUs of Fortrea pursuant to the terms of the EMA. Amounts are estimates pending finalization of the adjustment ratio pursuant to the EMA. The RSUs vested in full on July 1, 2023.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.