ftre-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


			☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026


			☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 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)


Delaware						92-2796441
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

8 Moore Drive Durham, North Carolina						27713
(Address of principal executive offices)						(Zip Code)

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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	FTRE	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

INDEX

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. (Check one):

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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The registrant had outstanding 95.1 million shares of common stock as of July 27, 2026.

INDEX



PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets June 30, 2026 and December 31, 2025	2
	Condensed Consolidated Statements of Operations Three and six months ended June 30, 2026 and 2025	3
	Condensed Consolidated Statements of Comprehensive Loss Three and six months ended June 30, 2026 and 2025	4
	Condensed Consolidated Statements of Changes in Equity Three and six months ended June 30, 2026 and 2025	5
	Condensed Consolidated Statements of Cash Flows Six months ended June 30, 2026 and 2025	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	28

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

FORTREA HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions)

(unaudited)


	June 30, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	168.6	$	174.6
Accounts receivable and unbilled services, net	654.4		589.7
Prepaid expenses and other	100.6		132.9
Total current assets	923.6		897.2
Property, plant and equipment, net	156.2		149.5
Goodwill, net	950.3		960.0
Intangible assets, net	586.8		622.0
Deferred income taxes	6.2		6.2
Other assets, net	91.8		80.8
Total assets	$	2,714.9	$	2,715.7
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	54.2	$	29.7
Accrued expenses and other current liabilities	380.8		395.8
Unearned revenue	502.7		473.8
Current portion of long-term debt	17.1		4.8
Short-term operating lease liabilities	8.9		9.2
Total current liabilities	963.7		913.3
Long-term debt, less current portion	1,037.2		1,048.0
Operating lease liabilities	54.3		54.0
Deferred income taxes and other tax liabilities	97.0		97.6
Other liabilities	38.5		39.3
Total liabilities	2,190.7		2,152.2
Commitments and contingent liabilities (Note 8)
Equity
Common stock, 95.1 and 93.1 shares outstanding at June 30, 2026 and December 31, 2025, respectively	0.1		0.1
Additional paid-in capital	2,140.6		2,116.6
Accumulated deficit	(1,420.0)		(1,383.2)
Accumulated other comprehensive loss	(196.5)		(170.0)
Total equity	524.2		563.5
Total liabilities and equity	$	2,714.9	$	2,715.7

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FORTREA HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Revenues	$	678.2	$	710.3	$	1,314.7	$	1,361.6
Costs and expenses:
Direct costs, exclusive of depreciation and amortization	539.0		576.8		1,051.9		1,111.6
Selling, general and administrative expenses, exclusive of depreciation and amortization	102.1		124.8		202.6		246.6
Depreciation and amortization	19.6		19.6		39.4		39.1
Goodwill and other asset impairments	—		309.1		—		797.9
Restructuring and other charges	2.7		10.3		9.4		16.8
Total costs and expenses	663.4		1,040.6		1,303.3		2,212.0
Operating income (loss)	14.8		(330.3)		11.4		(850.4)
Other income (expense):
Interest expense	(19.3)		(23.3)		(38.4)		(45.6)
Foreign exchange gain (loss)	3.5		(19.9)		13.2		(25.5)
Other, net	(0.2)		2.8		0.3		2.8
Loss before income taxes	(1.2)		(370.7)		(13.5)		(918.7)
Income tax expense	12.0		4.2		23.3		19.1
Net loss	$	(13.2)	$	(374.9)	$	(36.8)	$	(937.8)

Earnings (loss) per common share
Basic and diluted	$	(0.14)	$	(4.14)	$	(0.39)	$	(10.37)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FORTREA HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in millions)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Net loss	$	(13.2)	$	(374.9)	$	(36.8)	$	(937.8)
Foreign currency translation adjustments	(1.3)		82.8		(27.2)		128.0
Unrealized gain (loss) on derivative instruments	0.3		(0.2)		0.9		(0.9)
Other comprehensive (loss) income before tax	(1.0)		82.6		(26.3)		127.1
(Provision) benefit for income tax related to items of comprehensive income	(0.1)		—		(0.2)		0.2
Other comprehensive (loss) income, net of tax	(1.1)		82.6		(26.5)		127.3
Comprehensive loss	$	(14.3)	$	(292.3)	$	(63.3)	$	(810.5)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FORTREA HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in millions)

(unaudited)


	Common Stock
	Shares	Amounts		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Equity
Balance at December 31, 2025	93.1	$	0.1	$	2,116.6	$	(1,383.2)	$	(170.0)	$	563.5
Net loss	—	—		—		(23.6)		—		(23.6)
Other comprehensive loss, net of tax	—	—		—		—		(25.4)		(25.4)
Stock compensation	—	—		11.4		—		—		11.4
Issuance of common stock under employee stock plan	1.5	—		—		—		—		—

Balance at March 31, 2026	94.6	0.1		2,128.0		(1,406.8)		(195.4)		525.9
Net loss	—	—		—		(13.2)		—		(13.2)
Other comprehensive loss, net of tax	—	—		—		—		(1.1)		(1.1)
Stock compensation	—	—		12.6		—		—		12.6
Issuance of common stock under employee stock plan	0.5	—		—		—		—		—


Balance at June 30, 2026	95.1	$	0.1	$	2,140.6	$	(1,420.0)	$	(196.5)	$	524.2


	Common Stock
	Shares	Amounts		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Equity
Balance at December 31, 2024	89.7	$	0.1	$	2,042.2	$	(397.0)	$	(282.9)	$	1,362.4
Net loss	—	—		—		(562.9)		—		(562.9)
Other comprehensive income, net of tax	—	—		—		—		44.7		44.7
Stock compensation	—	—		14.6		—		—		14.6
Issuance of common stock under employee stock plan	0.8	—		—		—		—		—


Balance at March 31, 2025	90.5	0.1		2,056.8		(959.9)		(238.2)		858.8
Net loss	—	—		—		(374.9)		—		(374.9)
Other comprehensive income, net of tax	—	—		—		—		82.6		82.6
Stock compensation	—	—		22.7		—		—		22.7


Issuance of common stock under employee stock plan	0.3	—		—		—		—		—
Balance at June 30, 2025	90.8	$	0.1	$	2,079.5	$	(1,334.8)	$	(155.6)	$	589.2

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FORTREA HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions) (unaudited)


	Six Months Ended June 30,
	2026		2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(36.8)	$	(937.8)
Adjustments to reconcile net loss to net cash provided by (used for) operating activities:
Depreciation and amortization	39.4		39.1
Stock compensation	24.0		37.3
Credit loss expense	4.0		9.0
Operating lease right-of-use asset expense	4.1		6.0
Operating lease right-of-use asset impairment	—		1.2
Goodwill and other asset impairments	—		797.9
Deferred income taxes	0.9		(16.8)
Unrealized foreign exchange movements	(8.7)		37.7
Other, net	2.5		2.3
Changes in assets and liabilities:
Increase in accounts receivable and unbilled services, net	(70.0)		(77.5)
Decrease in prepaid expenses and other	17.5		24.5
Increase (decrease) in accounts payable	24.6		(46.8)
Increase in unearned revenue	28.7		23.2
Decrease in accrued expenses and other	(18.3)		(1.7)
Net cash provided by (used for) operating activities	11.9		(102.4)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(17.0)		(10.4)
Proceeds from sale of business, net	—		19.0
Proceeds from sale of assets	2.0		—
Net cash (used for) provided by investing activities	(15.0)		8.6
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving credit facilities	—		316.4
Payments on revolving credit facilities	—		(266.4)


Debt issuance costs	—		(0.6)

Net cash provided by financing activities	—		49.4
Effect of exchange rate changes on cash and cash equivalents	(2.9)		7.1
Net change in cash and cash equivalents	(6.0)		(37.3)
Cash and cash equivalents at beginning of period	174.6		118.5
Cash and cash equivalents at end of period	$	168.6	$	81.2

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


INDEX

FORTREA HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in millions, except per share data)

1. BASIS OF FINANCIAL STATEMENT PRESENTATION

Description of Business

Fortrea Holdings Inc. (“Fortrea” or the “Company”), a Delaware corporation incorporated on January 31, 2023, is a leading global contract research organization (“CRO”) providing biopharmaceutical product and medical device development solutions to pharmaceutical, biotechnology and medical device customers. The Company offers customers highly flexible delivery models that include Full Service, Functional Service Provider, and Hybrid Service structures. The Company has a rich history of providing clinical development services for more than 30 years across more than 20 therapeutic areas. The Company leverages its global scale, clinical data insights, scientific and therapeutic expertise, technology innovation, industry network and decades of experience as a standalone company and as a business unit prior to its spin-off from Labcorp Holdings Inc. to deliver tailored solutions to its customers. With what the Company believes is a distinctive market offering, Fortrea meets growing global demand for clinical development services. The Company has established access to all key markets worldwide through a strategic footprint of primary office locations in five countries (the United States, the United Kingdom, China, India and Japan) with field operations in other jurisdictions worldwide.

On March 9, 2024, the Company, together with its wholly-owned subsidiary, Fortrea Inc., entered into an Asset Purchase Agreement with Endeavor Buyer LLC, an affiliate of Arsenal Capital Partners, to sell the operations of Fortrea Patient Access Inc. and its subsidiaries and Endpoint Clinical, Inc. and its subsidiaries; collectively referred to as the Enabling Services Segment (the “Transaction”). The final adjusted purchase price for the Transaction was $340.0, subject to customary purchase price adjustments, with $295.0 paid at closing and $45.0 to be paid upon achievement of certain transition-related milestones. The Transaction closed during the second quarter of 2024. The first milestone payment in the amount of $20.0 was received in the first quarter of 2025. The second and final milestone payment in the amount of $25.0 was received in the third quarter of 2025.

Reportable Segment

The Company manages its business in one reportable segment, Clinical Services, which provides phase I-IV clinical trials, including clinical pharmacology and comprehensive clinical development capabilities. The Company’s chief operating decision maker allocates resources and assesses performance for the Clinical Services segment. For further financial information about the segment, see Note 13, “Business Segment Information”.

Unaudited Interim Financial Information

The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments necessary for a fair statement of results of operations, cash flows, and financial position have been made. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. Interim results are not necessarily indicative of results for a full year. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated and combined financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable and unbilled services.

The Company maintains cash and cash equivalents with various major financial institutions. These financial institutions are generally highly rated and geographically dispersed. The Company evaluates the relative credit standing of these financial institutions and has not sustained credit losses from instruments held at financial institutions.


INDEX

FORTREA HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in millions, except per share data)

Substantially all of the Company’s accounts receivable and unbilled services are with companies in the pharmaceutical, biotechnology and medical device industries. As of June 30, 2026, one pharmaceutical customer accounted for approximately 18.2% of the Company's combined gross accounts receivable and unbilled services. As of December 31, 2025, one pharmaceutical customer accounted for approximately 18.3% of the Company's combined gross accounts receivable and unbilled services. Additionally, for the three months ended June 30, 2026, one customer accounted for approximately 16.8% of revenues, and for the six months ended June 30, 2026, one customer accounted for approximately 17.0% of revenues. For the three months ended June 30, 2025, one customer accounted for 19.5% of revenues, and for the six months ended June 30, 2025, one customer accounted for approximately 17.5% of revenues. Concentrations of credit risk are mitigated due to the number of the Company’s customers as well as their dispersion across many different geographic regions. Additionally, the Company applies assumptions and judgments, including historical collection experience and reasonable and supportable forecasts, for assessing collectability and determining allowances for doubtful accounts.

Recently Issued and Adopted Accounting Standards

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses. The new guidance requires disclosure of certain costs and expenses in the notes to the financial statements. This guidance is effective for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The disclosures required under the guidance can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all periods presented in the financial statements. The Company is currently evaluating the impact this guidance will have on its financial statement disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The new guidance simplifies the accounting for internally developed software by replacing the existing phase-based capitalization model with a principles-based approach that focuses on management’s authorization and the probability of project completion. The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. Entities may apply the guidance using a prospective, retrospective, or modified transition approach, and early adoption is permitted. The Company is currently evaluating the impact this guidance will have on its financial statements and disclosures.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. This ASU establishes guidance on the recognition, measurement, and presentation of government grants received by business entities. The guidance is intended to improve consistency and transparency by providing a comprehensive accounting framework for government grants under U.S. GAAP. The guidance is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact this guidance will have on its financial statements and disclosures.

2. REVENUES

The Company’s revenues by geography for the three and six months ended June 30, 2026 and 2025 are as follows:


	Three Months Ended June 30, 2026								Three Months Ended June 30, 2025
	North America		Europe		Other		Total		North America		Europe		Other		Total
Revenues	$	319.7	$	219.7	$	138.8	$	678.2	$	344.3	$	218.7	$	147.3	$	710.3


INDEX

FORTREA HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars and shares in millions, except per share data)


	Six Months Ended June 30, 2026								Six Months Ended June 30, 2025
	North America		Europe		Other		Total		North America		Europe		Other	Total
Revenues	$	616.5	$	433.6	$	264.6	$	1,314.7	$	653.8	$	419.0