Every material Form 8-K Fortrea filed with the SEC in 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Fortrea reported third-quarter 2025 revenue of $701.3 million, up from $674.9 million a year earlier, while adjusted EBITDA fell to $50.7 million from $64.2 million. The company raised its full-year 2025 revenue guidance and narrowed its adjusted EBITDA guidance, so shareholders see higher sales expectations alongside lower quarterly profit measures.
Q3 2025 revenue was $701.3 million versus $674.9 million in Q3 2024.
Q3 GAAP diluted loss per share was $(0.17) versus $(0.21); adjusted diluted EPS was $0.12 versus $0.23.
Q3 adjusted EBITDA was $50.7 million versus $64.2 million in Q3 2024.
2025 revenue guidance raised to $2.70 billion to $2.75 billion; adjusted EBITDA guidance narrowed to $175 million to $195 million.
Fortrea Holdings Inc. increased its authorized board size to eight and appointed William J. Sharbaugh as a Class III director, effective September 22, 2025. Sharbaugh has more than three decades of pharmaceutical industry experience and was not yet named to any board committees.
Board approved expanding authorized directors to eight on September 19, 2025.
William J. Sharbaugh appointed Class III director effective September 22, 2025, serving until the 2026 Annual Meeting of Stockholders.
Sharbaugh will receive director compensation under the Company's non-employee director compensation policy; no committee assignments have been decided.
Sharbaugh previously served as chief operating officer at PPD, Inc. from 2007 to 2021.
Fortrea's board amended and restated its 2025 Inducement Award Plan on August 21, 2025, adding 2,200,000 shares of common stock for future inducement awards. The plan can now be used for new hires who were not previously employees or directors, so that the company can make grants as material inducements to their employment, the filing says. The change increases the pool of shares available for grants, which can dilute existing holders, though the filing does not quantify any grants made under it.
Board amended and restated the 2025 Inducement Award Plan on August 21, 2025.
Reserved shares increased by 2,200,000 shares of common stock.
Originally, the plan was established solely to grant inducement awards to Anshul Thakral.
Full plan text will be filed with the Form 10-Q for the quarter ending September 30, 2025.
Fortrea reported second-quarter 2025 revenue of $710.3 million, up from $662.4 million a year earlier, and raised its 2025 revenue guidance to $2.6 billion to $2.7 billion. The company also posted a GAAP net loss of $374.9 million, which included a $309.1 million non-cash goodwill impairment, and it affirmed 2025 adjusted EBITDA guidance of $170 million to $200 million. The new CEO, Anshul Thakral, joined on August 4, 2025.
Q2 revenue was $710.3 million, compared with $662.4 million in Q2 2024.
GAAP net loss was $374.9 million, or $(4.14) per diluted share, including a $309.1 million goodwill impairment charge.
Adjusted diluted EPS was $0.19, compared with $(0.03) a year earlier; adjusted EBITDA was $54.9 million versus $55.2 million.
2025 revenue guidance raised to $2.6 billion to $2.7 billion; adjusted EBITDA guidance of $170 million to $200 million affirmed.
At its June 10, 2025 annual meeting, Fortrea stockholders approved an amended and restated 2023 Omnibus Incentive Plan that adds 6,500,000 shares, requires minimum vesting periods, bars dividend payments until awards vest, and eliminates liberal share recycling for full-value awards. Stockholders also elected three Class II directors, ratified Deloitte & Touche LLP as auditor for 2025, and approved an advisory vote on executive compensation, so the changes affect how shares are issued under the plan.
Plan amendment approved with 67,787,664 votes for, 3,586,743 against, 161,212 abstained and 11,353,040 broker non-votes
Erin L. Russell received 68,271,971 votes for; Dr. Amrit Ray received 63,349,166 and Machelle Sanders received 62,641,894
Deloitte & Touche LLP ratified as auditor for fiscal year ending December 31, 2025, with 82,675,784 votes for
Quorum of 82,888,659 of 90,540,317 shares outstanding as of the April 17, 2025 record date
On June 11, 2025, Fortrea's Board adopted a stockholder rights plan, with rights distributed to holders of common stock of record on June 23, 2025. The rights become exercisable only if a person or group acquires 10% or more of the company's common shares, and the company says the plan responds to a significant and ongoing dislocation in its stock price and interest from third parties. The plan does not change Fortrea's reported financial results, but it could affect any party seeking to acquire a large stake in the company.
Rights distributed to holders of record on June 23, 2025; about 90.5 million common shares were outstanding as of June 11, 2025.
Rights become exercisable if any person or group acquires 10% or more of common shares; each right's exercise price is $50.00 per one one-thousandth of a Series A Preferred Share.
The Board may redeem the rights for $0.001 per right before an acquiring person emerges; the plan expires June 10, 2026.
Fortrea Holdings Inc. appointed Anshul Thakral as President and Chief Executive Officer, effective with his start date of August 4, 2025, replacing Interim CEO Peter M. Neupert, who has held the role since May 13, 2025 and will remain Chairman of the Board. Thakral also joins the Board as a Class III director, and the filing sets out his base salary, bonus target and equity awards.
Thakral starts August 4, 2025 and succeeds Peter M. Neupert, Interim CEO since May 13, 2025
Offer letter sets a base salary of $1.1 million and a target annual bonus of 150% of base salary
Inducement equity grants include RSUs and performance share awards, each with an approximate grant date fair value of $6.25 million
Neupert remains a director and Chairman of the Board
Fortrea reported first-quarter 2025 revenue of $651.3 million, down from $662.1 million a year earlier, and a GAAP net loss of $562.9 million that includes a non-cash goodwill impairment charge of $488.8 million. Adjusted EBITDA rose to $30.3 million from $27.1 million, and the company reiterated its full-year 2025 guidance. Chairman and CEO Thomas Pike will step down on May 13, 2025, and Lead Independent Director Peter M. Neupert will serve as interim CEO and Board Chair.
Revenue was $651.3 million in the quarter, compared with $662.1 million in the first quarter of 2024.
GAAP net loss was $562.9 million, or $6.25 per diluted share, including the $488.8 million goodwill impairment; adjusted EPS was $0.02 versus $(0.05) a year earlier.
Adjusted EBITDA was $30.3 million, compared with $27.1 million in the first quarter of 2024.
Full-year 2025 guidance was reiterated at revenue of $2.45 billion to $2.55 billion and adjusted EBITDA of $170 million to $200 million; Peter M. Neupert becomes interim CEO on May 13, 2025.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Fortrea filing is on SEC EDGAR ↗. 8-K briefs of other companies →