SCHEDULE 13D/A 0001193805-23-001408 0001517137 XXXXXXXX LIVE 3 Common Stock, $0.001 par value per share 01/29/2025 false 0001965040 34965K107 Fortrea Holdings Inc.

8 MOORE DRIVE DURHAM NC 27709

JEFFREY C. SMITH 212-845-7977 STARBOARD VALUE LP 777 Third Avenue, 18th Floor New York NY 10017 ANDREW FREEDMAN, ESQ. 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 MEAGAN REDA, ESQ. 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 0001517137 N Starboard Value LP OO N DE 5199000.00 0.00 5199000.00 0.00 5199000.00 N 5.8 PN 0001373638 N STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD WC N E9 2930218.00 0.00 2930218.00 0.00 2930218.00 N 3.3 CO 0001519812 N STARBOARD VALUE & OPPORTUNITY S LLC WC N DE 367373.00 0.00 367373.00 0.00 367373.00 N 0.4 OO 0001571704 N Starboard Value & Opportunity C LP WC N DE 284638.00 0.00 284638.00 0.00 284638.00 N 0.3 PN 0001575972 N Starboard Value R LP OO N DE 284638.00 0.00 284638.00 0.00 284638.00 N 0.3 PN 0001767736 N Starboard Value & Opportunity Master Fund L LP WC N E9 155819.00 0.00 155819.00 0.00 155819.00 N 0.2 PN 0001767773 N Starboard Value L LP OO N DE 155819.00 0.00 155819.00 0.00 155819.00 N 0.2 PN 0001575979 N Starboard Value R GP LLC OO N DE 440457.00 0.00 440457.00 0.00 440457.00 N 0.5 OO 0001833016 N Starboard X Master Fund Ltd WC N E9 899006.00 0.00 899006.00 0.00 899006.00 N 1.0 CO 0001517138 N Starboard Value GP LLC OO N DE 5199000.00 0.00 5199000.00 0.00 5199000.00 N 5.8 OO 0001517139 N Starboard Principal Co LP OO N DE 5199000.00 0.00 5199000.00 0.00 5199000.00 N 5.8 PN 0001517140 N Starboard Principal Co GP LLC OO N DE 5199000.00 0.00 5199000.00 0.00 5199000.00 N 5.8 OO 0001362697 N Smith Jeffrey C OO N X1 0.00 5199000.00 0.00 5199000.00 5199000.00 N 5.8 IN 0001410600 N Feld Peter A OO N X1 0.00 5199000.00 0.00 5199000.00 5199000.00 N 5.8 IN Common Stock, $0.001 par value per share Fortrea Holdings Inc. 8 MOORE DRIVE DURHAM NC 27709 The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned ("Amendment No. 3"). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D. Item 3 is hereby amended and restated to read as follows: The securities of the Issuer purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 2,930,218 Shares beneficially owned by Starboard V&O Fund is approximately $77,061,105, excluding brokerage commissions. The aggregate purchase price of the 367,373 Shares beneficially owned by Starboard S LLC is approximately $9,640,163, excluding brokerage commissions. The aggregate purchase price of the 284,638 Shares beneficially owned by Starboard C LP is approximately $7,467,074, excluding brokerage commissions. The aggregate purchase price of the 155,819 Shares beneficially owned by Starboard L Master is approximately $4,095,643, excluding brokerage commissions. The aggregate purchase price of the 899,006 Shares beneficially owned by Starboard X Master is approximately $23,554,780, excluding brokerage commissions. The aggregate purchase price of the 561,946 Shares held in the Starboard Value LP Account is approximately $15,043,713, excluding brokerage commissions. Item 4 is hereby amended to add the following: The Issuer is currently in an open nomination window, with a nomination deadline of February 13, 2025. Starboard is currently evaluating whether to nominate directors. Additionally, and as discussed below, while this filing reflects the sale of Shares, Starboard may at any time and from time to time, determine to purchase additional Shares depending on various factors (as discussed below), including, without limitation, if Shares are available at prices that would make the purchase of Shares desirable to the Reporting Persons. The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and depending upon various factors, including without limitation, the Issuer's financial position and strategic direction, the outcome of any discussions or matters referenced below, overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions involving the Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer in the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as such Reporting Person may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Shares without affecting their beneficial ownership of the Shares. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, including through issuing public or private letters to management and/or the Board of Directors; engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons' investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses; making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), management, potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer's financial and/or operational performance; or changing their intention with respect to any and all matters referred to in Item 4. Item 5(a) is hereby amended and restated to read as follows: The percentages used in this Schedule 13D are based upon 89,700,000 Shares outstanding, as of November 6, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2024. See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Shares and percentage of the Shares beneficially owned by each of the Reporting Persons as of the close of business on January 31, 2025. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. Item 5(b) is hereby amended and restated to read as follows: See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition. Item 5(c) is hereby amended and restated to read as follows: Information concerning transactions in the securities of the Issuer effected by the Reporting Persons during the past sixty days is set forth in Exhibit 1 attached hereto and is incorporated herein by reference. Except as otherwise noted, all of the transactions in the securities of the Issuer listed therein were effected in the open market through various brokerage entities. Item 7 is hereby amended to add the following exhibit: 1 - Transactions in the Securities. Starboard Value LP /s/ Lindsey Cara 01/31/2025 STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD /s/ Lindsey Cara 01/31/2025 STARBOARD VALUE & OPPORTUNITY S LLC /s/ Lindsey Cara 01/31/2025 Starboard Value & Opportunity C LP /s/ Lindsey Cara 01/31/2025 Starboard Value R LP /s/ Lindsey Cara 01/31/2025 Starboard Value & Opportunity Master Fund L LP /s/ Lindsey Cara 01/31/2025 Starboard Value L LP /s/ Lindsey Cara 01/31/2025 Starboard Value R GP LLC /s/ Lindsey Cara 01/31/2025 Starboard X Master Fund Ltd /s/ Lindsey Cara 01/31/2025 Starboard Value GP LLC /s/ Lindsey Cara 01/31/2025 Starboard Principal Co LP /s/ Lindsey Cara 01/31/2025 Starboard Principal Co GP LLC /s/ Lindsey Cara 01/31/2025 Smith Jeffrey C /s/ Lindsey Cara 01/31/2025 Feld Peter A /s/ Lindsey Cara 01/31/2025