| As filed with the Securities and Exchange Commission on August 29, 2025 | ||||||||||||||
| Registration No. 333- | ||||||||||||||
| UNITED STATES | ||||||||||||||
| SECURITIES AND EXCHANGE COMMISSION | ||||||||||||||
| WASHINGTON, DC 20549 | ||||||||||||||
| _______________________________ | ||||||||||||||
| FORM S-8 | ||||||||||||||
| Registration Statement | ||||||||||||||
| Under | ||||||||||||||
| the Securities Act of 1933 | ||||||||||||||
| _______________________________ | ||||||||||||||
| Fortrea Holdings Inc. | ||||||||||||||
| (Exact name of registrant as specified in its charter) | ||||||||||||||
| _______________________________ | ||||||||||||||
| Delaware | 92-2796441 | |||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
8 Moore Drive Durham, North Carolina 27709 (Address of Principal Executive Offices) | 27709 (Zip Code) | |||||||||||||
Fortrea Holdings Inc. 2023 Omnibus Incentive Plan, as Amended and Restated | ||||||||||||||
| (Full title of the plans) | ||||||||||||||
Stillman Hanson General Counsel Fortrea Holdings Inc. | ||||||||||||||
| 8 Moore Drive | ||||||||||||||
| Durham, North Carolina 27709 | ||||||||||||||
| (Name and address of agent for service) | ||||||||||||||
| +1 (877) 495-0816 | ||||||||||||||
| (Telephone number, including area code, of agent for service) | ||||||||||||||
| With a copy to: | ||||||||||||||
Amy M. Batten, Esq. Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. 150 Fayetteville Street, Suite 2300 Raleigh, NC 27601 (919) 821-1220 | ||||||||||||||
| _______________________________ | ||||||||||||||
| 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 Exchange Act. | ||||||||||||||
| Large accelerated filer | Accelerated filer | |||||||||||||
| Non-accelerated filer | Smaller reporting company | |||||||||||||
| 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 accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
_______________________________
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 is being filed by Fortrea Holdings Inc. (the “Company”) to register an additional 6,500,000 shares of the Common Stock of the Company, $0.001 par value per share (the “Common Stock”), issuable under the Fortrea Holdings Inc. 2023 Omnibus Incentive Plan, as amended and restated (the “A&R Plan”).
Pursuant to General Instruction E of Form S-8, except for Item 3 “Incorporation of Documents by Reference,” Item 5 “Interests of Named Experts and Counsel” and Item 8 “Exhibits,” the prior Registration Statement relating to the A&R Plan, Registration No. 333-273037 filed with the Securities and Exchange Commission (the “Commission”) on June 29, 2023, remains effective, and the contents of such prior Registration Statement is incorporated in this Registration Statement by reference. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to “incorporate by reference” the information the Company files with the Commission, which means that the Company can disclose important information by referring to those documents. The information incorporated by reference is considered to be part of this Registration Statement, and later information filed with the Commission will update and supersede this information. The Company hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:
(a)The Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on March 3, 2025;
(b)The Company’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2025, filed with the Commission on May 12, 2025, and June 30, 2025, filed with the Commission on August 6, 2025, respectively;
(c)The Company’s Current Reports on Form 8-K filed with the Commission on February 21, 2025, March 10, 2025, May 12, 2025, May 15, 2025, June 11, 2025, June 12, 2025, June 12, 2025, and August 27, 2025;
(d)The description of the Company’s Common Stock contained in the information statement filed as Exhibit 99.1 to Amendment No. 2 to the Company’s registration statement on Form 10 filed on June 8, 2023 (File No. 001-41704), including any amendment or report filed for the purpose of updating such description, including Exhibit 4.4 to the Company’s Annual Report of Form 10-K for the year ended December 31, 2024, filed with the Commission on March 3, 2025.
In addition, all documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such statements as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement contained herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
The Company is not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the Commission, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the securities being registered by this Registration Statement will be passed upon for the Company by Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P., Raleigh, North Carolina
ITEM 8. EXHIBITS
The exhibits below are filed or furnished as a part of this report and are incorporated herein by reference.
| INCORPORATED BY REFERENCE | ||||||||||||||||||||||||||||||||||||||
| EXHIBIT NO. | DESCRIPTION | Filed Herewith | FORM | File No. | Exhibit | Filing Date | ||||||||||||||||||||||||||||||||
| 4.1 | 8-K | 001-41704 | 3.1 | 3-Jul-23 | ||||||||||||||||||||||||||||||||||
| 4.2 | 8-K | 001-41704 | 3.1 | 12-Jun-25 | ||||||||||||||||||||||||||||||||||
| 4.3 | 8-K | 001-41704 | 4.1 | 12-Jun-25 | ||||||||||||||||||||||||||||||||||
| 4.4 | 8-K | 001-41704 | 3.2 | 3-Jul-23 | ||||||||||||||||||||||||||||||||||
| 5.1 | X | |||||||||||||||||||||||||||||||||||||
| 23.1 | X | |||||||||||||||||||||||||||||||||||||
| 23.2 | X | |||||||||||||||||||||||||||||||||||||
| 24.1 | Powers of Attorney (included on the signature page of the Registration Statement). | X | ||||||||||||||||||||||||||||||||||||
| 99.1 | 10-Q | 001-41704 | 10.5 | 6-Aug-25 | ||||||||||||||||||||||||||||||||||
| 107 | X | |||||||||||||||||||||||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Durham, State of North Carolina, on August 29, 2025.
| FORTREA HOLDINGS INC. | |||||
| By: | /s/ Anshul Thakral | ||||
Name: Anshul Thakral | |||||
Title: President, Chief Executive Officer and Director | |||||
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on August 29, 2025, each person whose signature appears below appoints Anshul Thakral, Stillman Hanson and Jill McConnell, and each of them, any of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any additional registration statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| Signature | Title | ||||
| /s/ Anshul Thakral | President, Chief Executive Officer and Director (Principal Executive Officer) | ||||
| Anshul Thakral | |||||
| /s/ Jill McConnell | Chief Financial Officer (Principal Financial Officer) | ||||
| Jill McConnell | |||||
| /s/ Robert A. Parks | Chief Accounting Officer | ||||
| Robert A. Parks | (Principal Accounting Officer) | ||||
| /s/ Peter Neupert | Chairman of the Board of Directors | ||||
| Peter Neupert | |||||
| /s/ Edward Pesicka | Director | ||||
| Edward Pesicka | |||||
| /s/ Dr. Amrit Ray | Director | ||||
| Dr. Amrit Ray | |||||
| /s/ Erin L. Russell | Director | ||||
| Erin L. Russell | |||||
| /s/ Machelle Sanders | Director | ||||
| Machelle Sanders | |||||
| /s/ David Smith | Director | ||||
| David Smith | |||||