LABCORP HOLDINGS INC

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

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Labcorp Holdings Inc.

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labcorp 2025 proxy statement and annual meeting of shareholders

Letter from our Chairman, President, and Chief Executive Officer

“We have strong momentum heading into 2025. Our core business segments, Diagnostics Laboratories and Biopharma Laboratory Services, which includes Central Laboratory Services and Early Development Research Laboratories, are well-positioned to continue to drive advancements in science and technology solutions that better serve the needs of our customers.” ADAM H. SCHECHTER

Dear Shareholder,

On behalf of management and the board of directors, I invite you to join us for the 2025 Annual Shareholder Meeting of Labcorp, to be held on Thursday, May 15, 2025, at 9:00 a.m. Eastern Time. The meeting will be webcast live at www.virtualshareholdermeeting.com/LH2025, at which time you can vote your shares electronically and submit questions.

In 2024, Labcorp delivered exceptional results, while ourmarket-leading diagnostics and biopharma laboratory services businesses made meaningful advances in our strategy through organic growth and transformative acquisitions.

We have strong momentum heading into 2025. Our core business segments, Diagnostics Laboratories and Biopharma Laboratory Services, which includes Central Laboratory Services and Early Development Research Laboratories, are well-positioned to continue to drive advancements in science and technology solutions that better serve the needs of our customers.

Continued Focus on Our Primary Specialty Testing Areas

We are able to bring new testing capabilities, particularly specialty testing, to patients and physicians globally. Our focus is on four key areas of specialty testing: oncology, women’s health, autoimmunology, and neurology. In 2024, we introduced groundbreaking new tests to meet significant unmet medical needs. Among these are a first trimester preeclampsia screening test—the only test of its kind available in the U.S.—that can detect preeclampsia risk even before symptoms present, and a pTau217 blood biomarker test to accelerate the path to diagnosis of Alzheimer’s disease. We anticipate that these key clinical areas will continue to outpace the growth of other specialties. Our advancements within specialty testing and companion diagnostics make us an attractive choice for health systems and biopharmaceutical companies. We have

demonstrated our ability to provide comprehensive portfolios in these four areas, which comprise more than half of clinical trials conducted in our Central Laboratory Services business.

Transformative Transactions

Last year, Labcorp closed or signed 10 agreements across hospital and health systems, as well as regional/local laboratories. Additionally, we delivered on our growth roadmap through the strategic purchase of select assets of Invitae, a leading medical genetics company. Invitae’s cutting-edge science and industry-leading experience are expanding Labcorp’s leadership in and client access to cutting-edge genetic testing solutions. These solutions guide diagnosis, care, and personalized treatment recommendations for oncology and rare disease patients.

Our Business Strength

In 2024, we generated $13.0 billion in revenue, $1.6 billion in operating cash flow, $1.1 billion in free cash flow from operations (operating cash flow less capital expenditures), diluted earnings per share of $8.84, and adjusted earnings per share of $14.57. This performance positions us well for continued success in 2025.

We expect our Diagnostics business to benefit from increased demand for routine and esoteric testing, advancements in science and technology, and expansion of our collaborations with health systems and hospitals. Biopharma Laboratory Services should also continue to benefit from our customer relationships, extensive scientific expertise, and global scale.

Near-term and Long-term Significant Growth opportunities

We continue to make progress on our near-term and long-term areas of focus that we believe will drive Labcorp’s future growth.

In the near term, we continue to solidify our position as a trusted partner to hospitals and health systems and regional/local laboratories. Labcorp brings the scientific expertise, innovation, and robust data and analytics capabilities needed to serve patients efficiently and with high-quality, enabling hospitals to be at the forefront of science, technology, and innovation in testing. We expect to have a strong pipeline of opportunities and look forward to expanding access to Labcorp’s world-class diagnostics solutions. In addition, as discussed above, we continue to lead in the development, licensing, and scaling of specialty testing in oncology, women’s health, autoimmunology, and neurology.

Longer term, we see tremendous opportunity for increased development of cell and gene therapies. Currently, cell and gene therapies represent approximately 20% of the new drug pipeline at pharmaceutical companies, with more than 2,000 trials in progress. We expect this market to grow at a substantially higher rate than other therapies over the next five years, with Labcorp supporting development and commercialization to make these advanced, personalized therapies available to more patients.

We have approximately 175 million patient encounters per year, and we continue to invest in additional capabilities to digitize and improve the patient journey. We are expanding our consumer-centric capabilities to enhance the patient service center experience and help patients manage their wellness through Labcorp OnDemand. Moving forward, we aim to better serve this market with even more convenient and innovative offerings. More generally, our efforts to bring innovation to the work we do and the clients and patients we serve are being driven in part by our use of AI and machine learning tools, which we have been using to supplement our existing data analysis projects and support greater efficiency in our operations. We continue to evaluate and test additional applications of AI and machine learning tools to further advance our goals for digital enablement in clinical development services, especially in oncology.

Finally, as the world’s largest laboratory service provider, we are leveraging our network to expand our business globally. We believe that our scale, portfolio breadth, and geographic presence are differentiators that uniquely position us to expand specialty testing capabilities into new markets. As companion diagnostics continues to become more important for serving customers across the enterprise, we have unique capabilities to be a strategic partner to biopharmaceutical clients and will continue to expand these capabilities to fuel further targeted growth internationally.

Prioritizing Corporate Governance

We believe that Labcorp’s commitment to maintaining strong corporate governance plays an important role in creating long-term value for shareholders. Our board prioritizes developing a culture that is committed to fostering an environment for engagement across the enterprise.

We also value the input that we receive from shareholders through our regular interactions. We share the insights gained from these

meetings with the full board on a regular basis so that our directors have an understanding of shareholders’ perspectives.

Additionally, the Labcorp board believes the structure of our compensation program successfully creates alignment of executives’ pay with the Company’s performance. The compensation program is designed to achieve this objective by using performance-based and variable compensation, and we will continue to refine the program to reflect our strategic execution and the best interests of shareholders. I encourage you to review the discussion of our compensation program that begins on page 50.

Your Vote Is Important

At the 2025 Annual Meeting, we will ask you to (1) elect ten director nominees, (2) approve, on anon-binding advisory basis, the compensation of our named executive officers, (3) approve the Company’s 2025 Omnibus Incentive Plan, (4) approve the Company’s 2025 Employee Stock Purchase Plan, (5) ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2025, and (6) act on any other business matters properly brought before the meeting.

We encourage you to review the information beginning on page 25 detailing the skills and qualifications of our director and why we believe they are the right people to oversee the long-term success of our Company.

We value your vote, so it is important that your shares are represented at the meeting. I urge you to promptly vote by submitting your proxy via the Internet, phone, or by mail.

Looking Ahead

As a global leader of innovative and comprehensive laboratory services, we provide insights and advance science through our unparalleled diagnostics and drug development laboratory capabilities. We are excited about the year ahead and will continue to deliver the best possible laboratory solutions for our customers.

I want to thank our nearly 70,000 employees around the globe for their hard work and dedication as we pursue our mission to improve health and improve lives. We believe the future is bright for Labcorp and the patients, customers, and shareholders that put their trust in us every day.

On behalf of Labcorp’s management and the Board, thank you for your investment in Labcorp. We look forward to your participation during the 2025 Annual Meeting.

Sincerely,

Adam H. Schechter

Chairman, President, and Chief Executive Officer

Letter from our Lead Independent Director

“In 2024, Labcorp executed on strategic priorities and expanded our leadership position in key growth markets, underpinned by our solid financial performance. Our growth in 2024 is a result of our team’s commitment to science and innovation and the contributions of our nearly 70,000 dedicated employees across the globe.” GARHENG KONG, M.D., Ph.D.

Dear Shareholder,

In 2024, Labcorp executed on strategic priorities and expanded our leadership position in key growth markets, underpinned by our solid financial performance. Our growth in 2024 is a result of our team’s commitment to science and innovation and the contributions of our nearly 70,000 dedicated employees across the globe.

In the past year, we have made notable advancements in each of our focus areas:

Further details on the Company’s 2024 performance are highlighted throughout this Proxy Statement.

Corporate Governance

Labcorp’s commitment to strong corporate governance practices remains a high priority. Maintaining a qualified, and majority independent board is the cornerstone of our approach to sound corporate governance. In May 2024, Dr. R. Sanders Williams and Mr. Jean-Luc Bélingard retired from the board of directors at the conclusion of their terms, during which they reached the

mandatory director retirement age of 75. We thank Dr. Sanders and Mr. Bélingard for their years of service and the significant contributions they have made to Labcorp’s advancements in science, innovation, and technology.

Lead Independent Director Responsibilities

I have served as a director of the Company since 2013, and in 2023, I was elected to the position of lead independent director by the other independent directors of our board. The board supports having in place a robust lead independent director role, with clearly defined responsibilities that support independent oversight of management, as an efficient and effective leadership structure for the Company.

In this role, I serve as a liaison between the board Chair and the independent directors, preside over executive sessions of the board, provide feedback from executive sessions to the Chair, and advise the Chair with respect to the schedule, agenda, and information for board meetings in order to facilitate timely and appropriate information flow to and from the board. The board believes this structure increases its effectiveness, strengthens ongoing dialogue between management and the independent directors, and supports effective delivery of recommendations, and certain other deliberations, to the Chair and management team.

Additionally, the board prioritizestwo-way communication with our shareholders and works closely with the Company’s management team. We value discussions with shareholders regarding our business strategy, corporate responsibility, governance and sustainability practices, and how we give back to the communities we serve.

I am confident that the Company’s extraordinary workforce will continue to deliver a meaningful impact on improving health and improving lives in a responsible, sustainable way. On behalf of the Labcorp Board of Directors, we thank you for your continued support and hope you can join us at Labcorp’s 2025 Annual Shareholder Meeting.

Sincerely,

Garheng Kong, M.D., Ph.D.

Lead Independent Director

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

Notice of 2025 Annual Meeting

of Shareholders

DATE & TIME Thursday, May 15, 2025 9:00 a.m., Eastern Daylight Time RECORD DATE March 20, 2025 Only shareholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the 2025 Annual Meeting.

WHERE The 2025 Annual Meeting of Labcorp Holdings Inc. will be a virtual meeting of shareholders to be held as a live webcast over the Internet at: www.virtualshareholdermeeting.com/LH2025

ITEMS OF BUSINESS

PROXY VOTING

Your vote is important. We encourage you to mark, date, sign, and return the enclosed proxy/voting instruction card or, if you prefer, to vote by telephone or by using the Internet.

By Order of the Board of Directors

Sandra D. van der Vaart

Secretary

Important notice regarding the availability of proxy materials for the 2025 Annual Meeting of Shareholders to be held on May 15, 2025. Our Proxy Statement and Annual Report to Shareholders are available at: www.proxyvote.com.