Form 8-K/A - Current report: [Amend]

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 File Number)	(I.R.S. Employer Identification No.)


	8 Moore Drive
Durham,	North Carolina	27709
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number including area code) 877-495-0816

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act.


Title of Each Class	Trading Symbol	Name of exchange on which registered
Common Stock, $0.001 par value	FTRE	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 16, 2024, Fortrea Holdings Inc. (the “Company”) filed a Current Report on Form 8-K with the Securities and Exchange Commission to report that, among other things, on May 14, 2024, Machelle Sanders was elected to the Board of Directors (the “Board”) of the Company, effective as of May 14, 2024 (the “Original Form 8-K”). At the time of the Original Form 8-K filing, no decision had been made regarding on which committees Ms. Sanders would serve. The Company is filing this Amendment No. 1 on Form 8-K/A to the Original Form 8-K to amend and disclose the committee assignments for Ms. Sanders required by Item 5.02 of Form 8-K.

On August 22, 2024, as recommended by the Board’s Nominating, Corporate Governance and Compliance Committee, the Board appointed Ms. Sanders to serve as a member on each of the Management Development and Compensation Committee of the Board and the Nominating, Corporate Governance and Compliance Committee of the Board, effective as of August 22, 2024. No other amendments, updates or modifications to the Original Form 8-K are being made by this Amendment No. 1.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Fortrea Holdings Inc.

By:		/s/ Stillman Hanson
		Name: Stillman Hanson
		Title: General Counsel and Secretary

Date: August 26, 2024

Document and Entity Information	May 14, 2024
Cover [Abstract]
Amendment Flag	true
Entity Central Index Key	0001965040
Document Type	8-K/A
Document Period End Date	May 14, 2024
Entity Registrant Name	Fortrea Holdings Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-41704
Entity Tax Identification Number	92-2796441
Entity Address, Address Line One	8 Moore Drive
Entity Address, City or Town	Durham
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27709
City Area Code	877
Local Phone Number	495-0816
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.001 par value
Trading Symbol	FTRE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Description	On May 16, 2024, Fortrea Holdings Inc. (the “Company”) filed a Current Report on Form 8-K with the Securities and Exchange Commission to report that, among other things, on May 14, 2024, Machelle Sanders was elected to the Board of Directors (the “Board”) of the Company, effective as of May 14, 2024 (the “Original Form 8-K”). At the time of the Original Form 8-K filing, no decision had been made regarding on which committees Ms. Sanders would serve. The Company is filing this Amendment No. 1 on Form 8-K/A to the Original Form 8-K to amend and disclose the committee assignments for Ms. Sanders required by Item 5.02 of Form 8-K.