LABCORP HOLDINGS INC.

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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

Check the appropriate box:

Labcorp Holdings Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

2026 PROXY

STATEMENT

AND ANNUAL MEETING OF SHAREHOLDERS

OUR MISSION

Improve health,

improve lives

2025 AT A GLANCE:

$14.0B FY 2025 revenues

~71,000 mission-driven employees

~175M patient interactions

~100countries served globally

6,500+tests offered

750M+tests performed

Over 85% of the new drugs and therapeutic products approved by the U.S. FDA included Labcorp support

Letter from our

Chairman, President, &

Chief Executive Officer

Letter to Shareholders

“Labcorp delivered strong financial performance in 2025 while making meaningful progress toward our strategic priorities. As a global leader of innovative and comprehensive laboratory services, we provide insights that advance science through unparalleled diagnostics and drug development laboratory capabilities. We remain focused on disciplined execution, long-term growth, and creation of sustained value for our customers and shareholders.”

ADAM H. SCHECHTER

Dear Fellow Shareholders,

On behalf of Labcorp’s management and the board of directors, I invite you to join us for our 2026 Annual Meeting of Shareholders, to be held on Thursday, May 21, 2026, at 9:00 a.m. Eastern Time. The meeting will be webcast live at www.virtualshareholdermeeting.com/LH2026, at which time you can vote your shares electronically and submit questions.

Labcorp delivered very strong performance in 2025, advancing our core business segments, Diagnostics Laboratories and Biopharma Laboratory Services, through continued organic growth and strategic acquisitions that strengthen our capabilities.

Advancing Strategic Priorities

Labcorp continues to make progress across near-term and long-term priorities that we believe position the Company for durable growth. In the near term, we further strengthened our position as a trusted partner to hospitals and health systems and regional and local laboratories, signing or closing 13 transactions in 2025. We have a strong pipeline of opportunities and look forward to expanding access to Labcorp’s world-class diagnostic solutions.

We also advanced our leadership in specialty testing, as providers, health systems, and pharmaceutical clients increasingly rely on Labcorp for more complex and innovative laboratory services. During 2025, we launched more than 130 new tests, the majority of which supported strategic, high-growth areas including oncology, neurology, autoimmune disease, and women’s health.

Technology and AI-enabled solutions remain central to our strategy. We continued to deploy tools that simplify appointment scheduling, enhance results reporting for our customers, and support physicians and clinical trial sponsors. For example, our AI Test Finder helps physicians identify the right lab test in seconds, freeing up time for patient care. Within our Central Laboratory business, Global Trial Connect is improving clinical trial efficiency by enhancing kit management, enabling decentralized trials, and strengthening sample-tracking capabilities for sites and sponsors.

Finally, in 2025, we leveraged our scale, portfolio breadth, and geographic presence to support global growth. During the year, these differentiators enabled us to expand specialty testing capabilities into new markets and further strengthen our role as a strategic partner to biopharmaceutical clients, particularly as companion diagnostics and personalized medicine continue to grow in importance.

Your Vote Is Important

At the 2026 Annual Meeting, we will ask you to: (1) elect eleven director nominees; (2) approve, on a non-binding advisory basis, the compensation of our named executive officers; (3) ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026; and (4) act on any other business matters properly brought before the meeting.

We encourage you to review the information beginning on page 23 detailing the skills and qualifications of our directors and why we believe they are the right people to oversee the long-term success of our Company.

Your participation matters. Please ensure your shares are represented by submitting your proxy by Internet, phone, or mail.

Looking Ahead

Labcorp delivered strong financial performance in 2025 while making meaningful progress toward our strategic priorities. As a global leader of innovative and comprehensive laboratory services, we provide insights that advance science through unparalleled diagnostics and drug development laboratory capabilities. We remain focused on disciplined execution, long-term growth, and creation of sustained value for our customers and shareholders.

On behalf of Labcorp’s management and the board of directors, thank you for your investment in Labcorp. We look forward to your participation during the 2026 Annual Meeting of Shareholders.

Sincerely,

Adam H. Schechter

Chairman, President, and Chief Executive Officer

2026 PROXY STATEMENT

Letter from our

Lead Independent

Director

Dear Fellow Shareholders,

Letter to Shareholders

“Our performance in 2025 reflects the dedication and commitment of nearly 71,000 employees worldwide, united by the Company’s mission to improve health and improve lives. As we continue into 2026, the board of directors believes that Labcorp is well-positioned, with strong momentum and clear strategic direction, to continue creating sustainable, long-term value for our customers and shareholders.”

GARHENG KONG, M.D., Ph.D.

In 2025, Labcorp delivered strong growth while further strengthening our leadership and competitive positioning across priority markets. This performance reflects the Company’s unparalleled diagnostics and drug development laboratory capabilities, as well as our close collaboration with healthcare providers and pharmaceutical clients to expand patient access to high-quality services and solutions.

As Lead Independent Director, I am proud of the board of directors' continued focus on effective oversight and long-term value creation, and I appreciate the opportunity to share perspectives on the board’s governance priorities and evolution.

Commitment to Strong Corporate Governance

Labcorp’s commitment to strong corporate governance remains a core priority of the board of directors. Maintaining a highly qualified, majority independent board is foundational to our approach, enabling rigorous oversight, constructive engagement with management, and thoughtful decision-making in support of shareholders’ long-term interests.

In December 2025, Dr. D. Gary Gilliland retired from the board of directors after more than 10 years of service. We are grateful for Dr. Gilliland’s many contributions, particularly his deep expertise in oncology and gene therapy, which provided invaluable guidance as the Company identified and focused on those strategic opportunities.

During the same month, we welcomed Victor Bulto, a seasoned pharmaceutical executive and member of Novartis’ executive leadership team, to our board of directors. Mr. Bulto’s appointment underscores Labcorp’s commitment to long-term growth through innovation as we leverage his expertise leading one of the largest pharmaceutical businesses in the United States.

Additionally, in February 2026, we further enhanced the board with the addition of John H. Sampson, M.D., Ph.D. Dr. Sampson brings distinguished experience across academic medicine, clinical practice, health system leadership, and research. His perspective will be particularly valuable as Labcorp continues to advance its strategy with partnerships with hospital and health systems and specialty testing.

Role of the Lead Independent Director

I currently serve as the Company's Lead Independent Director, a position to which I was first elected by my fellow independent directors in 2023. The board of directors strongly supports a robust lead independent director role, with clearly defined responsibilities, as an important element of an effective governance and leadership structure.

In this role, I serve as a liaison between the Chair of the board of directors 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 of directors believes this structure increases its effectiveness, strengthens open and ongoing dialogue between management and the independent directors, and supports thoughtful oversight and constructive engagement on matters of strategy, performance, and risk, while complementing the board’s ongoing and deliberate director refreshment process.

Looking Ahead

Our performance in 2025 reflects the dedication and commitment of nearly 71,000 employees worldwide, united by the Company’s mission to improve health and improve lives. As we continue into 2026, the board of directors believes that Labcorp is well-positioned, with strong momentum and clear strategic direction, to continue creating sustainable, long-term value for our customers and shareholders.

On behalf of the board of directors, thank you for your continued support of Labcorp. We hope you will join us at Labcorp’s 2026 Annual Meeting of Shareholders.

Sincerely,

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

Vice Chairman and Lead Independent Director

LABCORP HOLDINGS INC.

Notice of 2026 Annual Meeting

of Shareholders

DATE & TIME Thursday, May 21, 20269:00 a.m., Eastern Daylight Time RECORD DATE March 26, 2026Only shareholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the 2026 Annual Meeting.

WHERE The 2026 Annual Meeting of Shareholders 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/LH2026

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,

Secretary

Important notice regarding the availability of proxy materials for the 2026 Annual Meeting of Shareholders to be held on May 21, 2026. Our Proxy Statement and Annual Report to Shareholders are available at: www.proxyvote.com.

2026 PROXY STATEMENT

Table of Contents

LABCORP HOLDINGS INC.

Cautionary Note Regarding Forward-Looking Statements

As used in this Proxy Statement, “Labcorp,” the “Company” and “we” may refer to Labcorp Holdings Inc. itself, one or more of its subsidiaries, or Labcorp Holdings Inc. and its consolidated subsidiaries, as applicable.

This Proxy Statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are based on current expectations, forecasts, assumptions, and other information available to Labcorp Holdings Inc. as of the date hereof. Forward-looking statements involve inherent risks and uncertainties, include statements regarding Labcorp’s expectations, beliefs, intentions, or strategies regarding the future, including with respect to business, financial, operational, compensation, and environmental, social, and governance matters, and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “should,” “seeks,” “approximately,” “goal,” “intend,” “may,” “plan,” “should,” “will,” and “would,” or the negative of those words or other similar terminology. Labcorp’s actual results, performance, or events may differ materially from these forward-looking statements made or implied due to a number of factors, risks, and uncertainties relating to Labcorp’s business, many of which are beyond Labcorp’s control, including, but not limited to, changes in government regulations, or other regulations or policies (or in the interpretation of current regulations and policies) or other future reforms in the U.S. healthcare system, the impact of global economic and market conditions on Labcorp’s business, future business strategies, expected savings, synergies, and other benefits from acquisitions and other transactions and partnerships, and opportunities for future growth. Further information on potential factors, risks, and uncertainties that could affect actual results, performance, or events is included in Labcorp’s Annual Report on Form 10-K for fiscal year ended December 31, 2025, filed with the Security and Exchange Commission (the “SEC”) on February 24, 2026 (“2025 Annual Report”), as well as Labcorp’s other filings with the SEC. Such forward-looking statements speak only as of the time they are made and Labcorp undertakes no obligation to publicly revise or update any forward-looking statements made in this Proxy Statement, whether as a result of new information, future events or circumstances, or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of the forward- looking statements.

Information contained on or available through our website is not incorporated by reference in or made part of this Proxy Statement and any references to our website are intended to be inactive textual references only.

2026 PROXY STATEMENT

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.