Fortrea Holdings Inc.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
FTRE$21.39-3.8%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Item 15(a)(1) and (2) Financial Statements and Schedules
See "Index to Consolidated Financial Statements and Financial Statements Schedules" at Pat II, Item 8 to this Annual Report on Form 10-K. Other financial statement schedules have not been included because they are not applicable or the information is included in the financial statements or notes thereto.
Item 15(a)(3) and Item 15(b) Exhibits
| INCORPORATED BY REFERENCE | ||||||
|---|---|---|---|---|---|---|
| EXHIBIT NO. | DESCRIPTION | Filed Herewith | FORM | File No. | Exhibit | Filing Date |
| 2.1 | Separation and Distribution Agreement, dated June 29, 2023, by and between Laboratory Corporation of America Holdings and Fortrea Holdings Inc. | 8-K | 001-41704 | 2.1 | 3-Jul-23 | |
| 3.1 | Amended and Restated Certificate of Incorporation of Fortrea Holdings Inc. | 8-K | 001-41704 | 3.1 | 3-Jul-23 | |
| 3.2 | Amended and Restated By-Laws of Fortrea Holdings Inc. | 8-K | 001-41704 | 3.2 | 3-Jul-23 | |
| 3.3 | Certificate of Designations of Series A Preferred Stock of Fortrea Holdings Inc., as filed with the Secretary of State of the State of Delaware on June 12, 2025 | 8-K | 001-41704 | 3.1 | 12-Jun-25 | |
| 4.1 | Indenture, dated June 27, 2023, among Fortrea Holdings Inc., as issuer, U.S. Bank Trust Company, National Association, as trustee and U.S. Bank Trust Company, National Association, as collateral agent, relating to Fortrea Holding Inc.’s 7.500% Senior Secured Notes due 2030. | 8-K | 001-41704 | 4.1 | 30-Jun-23 | |
| 4.2 | Form of 7.500% Senior Secured Notes due 2030 (included in Exhibit 4.1). | 8-K | 001-41704 | 4.2 | 30-Jun-23 | |
| 4.3 | Supplemental Indenture, dated June 30, 2023, among Fortrea Holdings Inc., as issuer, the Initial Subsidiary Guarantors (as defined in the Indenture), as guarantors, U.S. Bank Trust Company, National Association, as trustee and U.S. Bank Trust Company, National Association, as collateral agent, relating to Fortrea Holding Inc.’s 7.500% Senior Secured Notes due 2030. | 8-K | 001-41704 | 4.1 | 3-Jul-23 | |
| 4.4 | Rights Agreement, dated as of June 11, 2025, between Fortrea Holdings Inc. and Equiniti Trust Company, LLC as rights agent. | 8-K | 001-41704 | 4.1 | 12-Jun-25 | |
| 4.5 | Description of securities. | X | ||||
| 10.1 | Credit Agreement, dated June 30, 2023, among Fortrea Holdings Inc., as the Parent Borrower, Fortrea UK Holdings Limited, as the Initial English Borrower, certain Subsidiaries (as defined in the Credit Agreement) of the Parent Borrower party thereto pursuant to Section 1.15 of the Credit Agreement, Goldman Sachs Bank USA, as Agent for the several financial institutions from time to time party thereto (collectively, the “Lenders” and individually each a “Lender”) and other Secured Parties (as defined in the Credit Agreement) and for itself as a Lender (including as Swingline Lender (as defined in the Credit Agreement)) and as an L/C Issuer (as defined in the Credit Agreement), and the other Lenders and L/C Issuers from time to time party thereto. | 8-K | 001-41704 | 10.1 | 30-Jun-23 |
| 10.2 | Amendment No. 1 to Credit Agreement, dated as of May 3, 2024, among Fortrea Holdings Inc., as the Parent Borrower, Fortrea UK Holdings Limited, as the Initial English Borrower, certain Subsidiaries (as defined in the Credit Agreement) of the Parent Borrower party thereto pursuant to Section 1.15 of the Credit Agreement, Goldman Sachs Bank USA, as Agent for the several financial institutions from time to time party thereto (collectively, the “Lenders” and individually each a “Lender”) and other Secured Parties (as defined in the Credit Agreement) and for itself as a Lender (including as Swingline Lender (as defined in the Credit Agreement)), and the other Lenders and L/C Issuers from time to time party thereto. | 10-Q | 001-41704 | 10.3 | 12-Aug-24 |
| 10.3 | Amendment No. 2 to Credit Agreement, dated as of February 28, 2025, among Fortrea Holdings Inc., as the Parent Borrower, Fortrea UK Holdings Limited, as the Initial English Borrower, certain Subsidiaries (as defined in the Credit Agreement) of the Parent Borrower party thereto pursuant to Section 1.15 of the Credit Agreement, Goldman Sachs Bank USA, as Agent for the several financial institutions from time to time party thereto (collectively, the “Lenders” and individually each a “Lender”) and other Secured Parties (as defined in the Credit Agreement) and for itself as a Lender (including as Swingline Lender (as defined in the Credit Agreement)), and the other Lenders and L/C Issuers from time to time party thereto. | 10-K | 001-41704 | 10.26 | 3-Mar-25 |
| 10.4 | Receivables Purchase Agreement, dated as of May 6, 2024, among Fortrea Receivables LLC, Fortrea Inc., PNC Bank, National Association, PNC Capital Markets LLC and the purchasers from time to time party thereto. | 10-Q | 001-41704 | 10.1 | 12-Aug-24 |
| 10.5 | Sale and Contribution Agreement, dated as of May 6, 2024, among Fortrea Inc., as Originator and Servicer, and Fortrea Receivables LLC, as Buyer. | 10-Q | 001-41704 | 10.2 | 12-Aug-24 |
| 10.6 | Tax Matters Agreement, dated June 29, 2023, by and between Laboratory Corporation of America Holdings and Fortrea Holdings Inc. | 8-K | 001-41704 | 10.1 | 3-Jul-23 |
| 10.7 | Employee Matters Agreement, dated June 29, 2023, by and between Laboratory Corporation of America Holdings and Fortrea Holdings Inc. | 8-K | 001-41704 | 10.2 | 3-Jul-23 |
| 10.8 | Clinical Development and Laboratory Services Agreement, dated May 1, 2023, by and between Laboratory Corporation of America Holdings and Fortrea Holdings Inc. | 10-12B/A | 001-41704 | 10.4 | 2-Jun-23 |
| 10.9 | Fortrea Holdings Inc. 2023 Omnibus Incentive Plan.(as amended and restated).* | 10-Q | 001-41704 | 10.5 | 6-Aug-25 |
| 10.10 | Amended and Restated Fortrea Holdings Inc. 2025 Inducement Award Plan.* | S-8 | 333-289976 | 99.1 | 29-Aug-25 |
| 10.11 | Form of Restricted Stock Unit Agreement (2025 Inducement Award Plan).* | 10-Q | 001-41704 | 10.7 | 6-Aug-25 |
| 10.12 | Form of Performance Share Unit Agreement (2025 Inducement Award Plan).* | 10-Q | 001-41704 | 10.8 | 6-Aug-25 |
| 10.13 | Fortrea Holdings Inc. Employee Stock Purchase Plan.* | 8-K | 001-41704 | 10.5 | 3-Jul-23 |
| 10.14 | Form of Option Agreement.* | 8-K | 001-41704 | 10.6 | 3-Jul-23 |
| 10.15 | Offer Letter, effective as of August 4, 2025, between Fortrea Holdings Inc. and Anshul Thakral.* | 10-Q | 001-41704 | 10.1 | 6-Aug-25 |
| 10.16 | Offer Letter, effective as of May 13, 2025, between Fortrea Holdings Inc. and Peter M. Neupert.* | 10-Q | 001-41704 | 10.2 | 6-Aug-25 |
| 10.17 | Consulting Agreement, effective as of May 13, 2025, between Fortrea Holdings Inc. and Thomas Pike. | 10-Q | 001-41704 | 10.3 | 6-Aug-25 |
| 10.18 | Executive Employment Agreement by and between Thomas H. Pike and Laboratory Corporation of America dated January 4, 2023.* | 10-12B/A | 001-41704 | 10.5 | 2-Jun-23 |
| 10.19 | Restricted Stock Unit Award Agreement dated August 17, 2023 between Fortrea Holdings Inc. and Thomas Pike.* | 8-K | 001-41704 | 10.1 | 21-Aug-23 |
| 10.20 | First Amendment dated September 13, 2024 to the Restricted Stock Unit Award Agreement dated August 17, 2023 between Fortrea Holdings Inc. and Thomas Pike.* | 10-Q | 001-41704 | 10.3 | 8-Nov-24 | |
| 10.21 | Non-Qualified Option Agreement dated August 17, 2023 between Fortrea Holdings Inc. and Thomas Pike* | 8-K | 001-41704 | 10.2 | 21-Aug-23 | |
| 10.22 | Master Senior Executive Severance Plan.* | 10-Q | 001-41704 | 10.4 | 6-Aug-25 | |
| 10.23 | Fortrea Inc. Nonqualified Deferred Compensation Plan.* | 10-12B/A | 001-41704 | 10.9 | 2-Jun-23 | |
| 10.24 | Letter Agreement, dated May 21, 2023, by and between Laboratory Corporation of America Holdings and Jill McConnell.* | 10-K | 001-41704 | 10.16 | 13-Mar-24 | |
| 10.25 | Letter Agreement, dated May 21, 2023, by and between Laboratory Corporation of America Holdings and Mark Morais.* | 10-K | 001-41704 | 10.17 | 13-Mar-24 | |
| 10.26 | Non-Employee Director Compensation Policy.* | 10-K | 001-41704 | 10.20 | 13-Mar-24 | |
| 10.27 | Form of Non-Employee Director Restricted Stock Unit Agreement.* | 10-K | 001-41704 | 10.21 | 13-Mar-24 | |
| 10.28 | Form of Performance Share Unit Agreement (2023 Omnibus Incentive Plan).* | 10-Q | 001-41704 | 10.2 | 8-Nov-24 | |
| 10.29 | Form of Restricted Stock Unit Agreement (2023 Omnibus Incentive Plan).* | 10-Q | 001-41704 | 10.1 | 8-Nov-24 | |
| 10.30 | Second Amendment to the Receivables Purchase Agreement, dated as of February 24, 2026, by and among Fortrea Receivables LLC, Fortrea Inc., PNC Bank, National Association, and PNC Capital Markets LLC. | X | ||||
| 19 | Fortrea Insider Trading Policy. | 10-K | 001-41704 | 19 | 13-Mar-24 | |
| 21 | List of Subsidiaries of the Company. | X | ||||
| 23.1 | Consent of Deloitte & Touche, an independent registered accounting firm | X | ||||
| 31.1 | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 . | X | ||||
| 31.2 | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.2 · Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. · X | ||||||
|---|---|---|---|---|---|---|
| 97 | Policy Relating to Recovery of Erroneously Awarded Compensation. | 10-K | 001-41704 | 97 | 13-Mar-24 | |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | X | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | X | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Document. | X | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | X | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | X | ||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Instance document included in Exhibit 101. | X | ||||
- Indicates management contract or compensatory plan.
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