Fortrea Holdings Inc 2025年度报告

Delivering solutions that bring life-changingtreatments to patients faster and createlasting value for all our stakeholders 2025 Annual Report Fortrea.com UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549__________________________________ (Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December 31, 2025OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period from _____ to _____Commission file number 001-41704__________________________________ Fortrea Holdings Inc. (Exact name of registrant as specified in its charter)__________________________________ Delaware92-2796441 incorporation or organization)Identification No.) 8 Moore Drive, Durham, North Carolina27713(Address of Principal Executive Offices)(Zip Code) Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. YesxNoo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct. YesoNox Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit and post such files).YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. (Check one): Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.x If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.1D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YesoNox As of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, theaggregate market value of common stock held by non-affiliates of the registrant was approximately $448.4 million. The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of February 24,2026 was 93.5 million. Portions of the registrant’s definitive proxy statement for its 2026 annual meeting of stockholders, which is to befiled within 120 days of the registrant’s fiscal year ended December 31, 2025, are incorporated by reference into PartIII of this Annual Report on Form 10-K. Cautionary Statement Concerning Forward-Looking Statements4Part I5Item 1.Business5Item 1A.Risk Factors24Item 1B.Unresolved Staff Comments51Item 1C.Cybersecurity51Item 2.Properties53Item 3.Legal Proceedings53Item 4.Mine Safety Disclosures54Part II55Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchasesof Equity Securities55Item 6.[Reserved]56Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations56Item 7A.Quantitative and Qualitative Disclosures About Market Risk68Item 8.Financial Statements and Supplementary Data69Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosures120Item 9A.Controls and Procedures120Item 9B.Oth