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Deslande v. Fortrea Holdings Inc. — Entry #65

Case: Deslande v. Fortrea Holdings Inc. nysd · 1:25-cv-04630

filed June 02, 2025

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Docket entry #65 · filed January 28, 2026

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Case 1:25-cv-04630-KPF   Document 65-12   Filed 01/28/26   Page 1 of 8


                 Exhibit L


                  Case 1:25-cv-04630-KPF                       Document 65-12                 Filed 01/28/26            Page 2 of 8
 Equity Research
 Healthcare | Pharmaceutical Outsourcing & Services

  March 11, 2024                                                                                                Max Smock, CFA +1 312 364 8336
                                                                                                                msmock@williamblair.com
                                                                                                                Christine Rains +1 312 364 8217
  Fortrea Holdings Inc.                                                                                         crains@williamblair.com


  Feeling Incrementally More Positive on the Back of Strong Bookings, but                                       Stock Rating:                       Market Perform
  We Remain Cautious Around Near-Term Margin Outlook
                                                                                                                Symbol:                    FTRE (NASDAQ)
                                                                                                                Price:            $36.41 (52-Wk.: $25-$38)
  What Happened?                                                                                                Market Value (M):                   $3,271
  Fortrea reported fourth-quarter results and held its earnings call on Monday, March 11.                       Dividend/Yield:              $0.00/0.00%
  Revenue of $775 million (+1.8% year-over-year) was slightly below our $777 million                            Fiscal Year End:                December
  estimate (Street: $779 million), with lower-than-expected clinical services revenue ($710                                     2023A 2024E 2025E
  million versus our $713 million estimate) partly offset by modestly better-than-expected                      Estimates
  performance in enabling services ($66 million versus our $65 million estimate). However,                      Sales (M) Q1 $764.2 $753.8 $819.8
  net new business awards of $923 million came in well above our $855 million estimate,                                     Q2 $793.0 $792.2 $825.0
                                                                                                                            Q3 $776.4 $803.6 $833.6
  leading to a book-to-bill of 1.30 times in the quarter (versus our estimate of 1.20 times).                               Q4 $775.4 $814.5 $840.9
  Below the top line, adjusted EBITDA of $67 million came in below our $72 million estimate                                 FY $3,109.0 $3,164.1 $3,319.3
  (Street also modeled $72 million), as did adjusted EPS ($0.19 versus our $0.24 target; Street:                EBITDA      Q1    $57.1    $34.6    $84.3
  $0.23). Fortrea also issued initial 2024 guidance, calling for revenue in the range of $3,140                 (M) Adjusted
                                                                                                                            Q2    $72.5    $63.6    $89.2
  million to $3,205 million (versus our previous estimate of $3,199 million; Street: $3,205                                 Q3    $70.5    $91.9 $112.4
  million) and adjusted EBITDA between $280 million and $320 million (versus our previous                                   Q4    $67.2 $105.9 $119.3
  estimate of $325 million; Street: $318 million). Lastly, the company announced that it will                               FY $267.3 $296.0 $405.3
  divest essentially all of its enabling services segment to private equity firm Arsenal Capital                EPS AdjustedQ1    $0.46 $(0.10)     $0.36
                                                                                                                            Q2    $0.52    $0.18    $0.40
  Partners for total expected consideration of $345 million, with the deal expected to close in                             Q3    $0.24    $0.41    $0.58
  the second quarter of 2024. A full summary of results versus our and consensus estimates as                               Q4    $0.19    $0.54    $0.64
  well as a summary of our model updates are provided at the end of this note.                                              FY    $1.40    $1.03    $1.98
                                                                                                                Valuation
  Our Take                                                                                                      EV/Sales           1.5x     1.5x     1.4x
                                                                                                                EV/EBITDA         17.8x    16.0x    11.7x
  We’re admittedly a bit conflicted about Fortrea’s update. On one hand, bookings meaningfully                  FY P/E            26.0x    35.3x    18.4x
  exceeded expectations and the top-line portion of the company’s initial 2024 outlook looks
  reasonable in light of the better-than-expected bookings in the fourth quarter, positive                      Trading Data (FactSet)
  macro commentary from peers, an encouraging rebound in the XBI year-to-date, and strong                       Shares Outstanding (M):                           88.8
                                                                                                                Float (M):                                        88.6
  biotech funding data so far in 2024. In addition, we like Fortrea’s decision to divest its
                                                                                                                Avg. Daily Volume (90-day):                    987,267
  enabling services business, which we believe makes sense from a strategic perspective as it
  should enable the company to both improve its capital structure and focus its investments                     Financial Data (FactSet)
  and innovation on clinical research services. On the other hand, it is hard to overlook the                   Book Value Per Share (MRQ):                     $19.58
                                                                                                                Enterprise Value (M):                           $4,749
  execution risk embedded in the aggressive margin ramp-up expected by the end of 2024,
  especially in light of the adjusted EBITDA miss observed in the fourth quarter. And while we                  Two-Year Price Performance Chart
  do not see structural issues that would prevent Fortrea from generating adjusted EBITDA                         $40

  margins in line with peers longer term, we remain concerned that expectations for margin
                                                                                                                  $35
  expansion near term are too aggressive. All in, we are incrementally more positive around the
  outlook for Fortrea from here on the back of its strong bookings in the quarter, but with its
                                                                                                                  $30


  stock only trading at a modest discount to the average for its closest clinical CRO peers (18.4x                $25


  our 2025 adjusted EPS estimate versus 20.0x average for ICON [ICLR $332.38; Outperform]                         $20
                                                                                                                        Jul-23   Sep-23    Nov-23     Jan-24     Mar-24


  and IQVIA [IQV $258.58; Outperform]), its valuation does not seem meaningful enough to                        Sources: FactSet, William Blair & Company estimates
  justify the execution risk that we believe is present over the next few years. As a result, we
  reiterate our Market Perform rating.

Based in Durham, North Carolina, Fortrea is a global CRO providing comprehensive Phase I through Phase IV
biopharmaceutical product and medical device services, patient access solutions, and other enabling services.

Please refer to important disclosures on pages 5 – 7. Analyst certification is on page 5.
William Blair or an affiliate does and seeks to do business with companies covered in its research reports. As a
result, investors should be aware that the firm may have a conflict of interest that could affect the objectivity of
this report. This report is not intended to provide personal investment advice. The opinions and recommendations
herein do not take into account individual client circumstances, objectives, or needs and are not intended as
recommendations of particular securities, financial instruments, or strategies to particular clients. The recipient of
this report must make its own independent decisions regarding any securities or financial instruments mentioned
herein.


                 Case 1:25-cv-04630-KPF                Document 65-12             Filed 01/28/26         Page 3 of 8

 William Blair

Key Takeaways

Strong bookings and demand momentum expected to drive a return to market growth in the second half of 2024.
Management’s tone surrounding its demand outlook was notably more positive than when the company last updated investors at
a competitor conference in early January. While we were concerned that highly publicized issues with one of its customer’s trials
would derail momentum in the fourth quarter, bookings of $923 million came in well above our $855 million estimate, leading to an
impressive 1.30x book-to-bill for the period (versus our 1.20x estimate). Notably, management indicated that momentum has carried
into 2024, with the company’s solid pipeline of opportunities putting it in good shape to maintain a book-to-bill ratio above 1.20x
moving forward. Despite this momentum, Fortrea’s top-line outlook for 2024 only calls for modest growth (roughly 1% to 3%), with
a decline in service fee revenue in the first half of the year expected due to a less favorable mix of business wins during the spin year
that ran from July 2022 through June 2023. However, by the back half of the year management expects growth to return to being in line
with overall expected CRO market growth of roughly 3% to 5%.

Fiscal 2024 adjusted EBITDA guide disappoints, but aggressive second-half margin ramp-up sets the stage for significant
growth in 2025. Fortrea is targeting an adjusted EBITDA margin of 9.5% at the midpoint in 2024, which falls significantly short of
our previous 10.2% target and the consensus target of 9.9%. However, the company maintained its goal of exiting 2024 with a roughly
13.0% adjusted EBITDA margin run-rate, implying an impressive 430-basis-point ramp-up over the course of the year. Management
expects roughly one-third of total adjusted EBITDA dollars to be delivered in the first half, weighed down by the company’s remaining
TSAs with LabCorp (exited 40% of TSAs by volume, but most cost-intensive IT arrangements remain) and staff retention costs in
anticipation of second-half growth. While management fell short of committing to additional adjusted EBITDA margin expansion
from its targeted 2024 exit rate of 13% in 2025, we believe there should be ample room for margin expansion, as top-line growth
accelerates and the company exits the remaining 60% of its TSAs, streamlines its cost infrastructure, optimizes its resource utilization,
and continues to invest in cost-saving automation technologies.

Fortrea sheds enabling service segment to focus on core clinical operations. Fortrea announced that it entered into an agreement
to divest its enabling service segment assets, namely its endpoint clinical (provides randomization and trial supply management
solutions) and patient access (provides patient support, product access, affordability and adherence solutions) businesses to private
equity firm Arsenal Capital Partners. Arsenal will pay $345 million for the segment (around 11.5 times expected 2024 segment
adjusted EBITDA), with $295 million to be paid at closing and $50 million to be paid upon achievement of certain transition-related
milestones. The deal is expected to close in the second calendar quarter of 2024, after which Fortrea will report results in one
consolidated clinical services segment. Fortrea plans to use the majority of the proceeds to pay down its existing debt and move its net
leverage ratio from its current level at 5.7 times trailing-12-month adjusted EBITDA closer to its medium-term target of 2.5 to 3 times.
While we thought Fortrea’s enabling service segment solutions were attractive, we like the divestiture, which removes the impact
of more cyclical services and should allow management to tell a cleaner story and focus its attention on execution in its core clinical
services business, while at the same time enabling the company to improve its capital structure.

Risks
Fortrea has a limited history of operating as a standalone business; the company could continue to lose share because of execution
issues and spin-related disruptions; the weak biotech funding environment could lead to a decrease in R&D spending by
biopharmaceutical companies; the company has a high debt burden in comparison to its earnings; and outsourcing penetration rates
could reach a ceiling.


2 | Max Smock +1 312 364 8336


                 Case 1:25-cv-04630-KPF               Document 65-12             Filed 01/28/26            Page 4 of 8

 William Blair


                                                                 Fortrea
                                                              Quarter Review
 Fourth Quarter 2023 Summary Results
                                                 Q4'23            Q4'23                            Q4'23          Q4'22
                                                                               Variance                                           Variance
 $s in millions, except EPS                      actual        estimate                            actual         actual
 Net new business awards                 $         923    $         855    $         67      $       923     $        -      $        923
   Y/y change (%)                                   NA               NA              NA               NA             -%                NA
 Net book-to-bill (quarter)                      1.30x            1.20x            0.10x           1.30x           0.00x             1.30x
 Ending backlog                                  7,392            7,207              185           7,392              -              7,392
  Y/y change (%)                                    NA               NA               NA              NA             -%                 NA
  Backlog conversion rate                       10.0%            10.0%             - bps          10.0%              -%          1,000 bps
 Revenue                                           775             777                (2)           775             762                14
  Y/y change (%)                                  1.8%            2.1%          (30) bps           1.8%              NA                NA
 Direct costs                                      656              645               10             656            600                56
 Gross profit                                     120              132               (12)           120             162                (42)
  Gross margin                                  15.4%            17.0%         (160) bps          15.4%           21.2%          (580) bps
 Selling, general and administrative                 53              60                (7)            53              52                 1
  % of revenue                                    6.8%            7.7%          (90) bps           6.8%            6.8%              - bps
  Y/y change (%)                                    NA           15.8%                NA             NA              NA                 NA
 Adjusted EBITDA                                     67              72                (5)            67            110                (43)
  Adjusted EBITDA margin                          8.7%            9.3%          (60) bps           8.7%           14.4%          (570) bps
  Y/y change (%)                                    NA          (34.2%)               NA             NA              NA                 NA
 Depreciation                                         8              10               (2)              8                 7               1
 Adjusted EBIT                                      59               63               (3)             59            103                (44)
 Interest expense/(income)                          35               35               (0)             35             -                  35
 Other expense/(income)                             -                -                -               -              -                  -
 Income tax expense/(benefit)                         8                7                1               8            21                (13)
 Adjusted net income                                17               21               (4)             17             82                (65)
 Shares outstanding                                 90               89                0              90             89                  1
 Adjusted EPS                                      0.19            0.24            (0.05)           0.19           0.92              (0.74)
  Y/y change (%)                                    NA          (74.4%)              NA              NA             NA                 NA

 Consensus Estimates
                                                 Q4'23        Q4'23  Fav/(unfav)
 $s in millions, except EPS                      actual  consensus     variance
 Revenue                                 $         775 $       779 $           (4)
 Adjusted EBITDA                                    67          72             (5)
 Adjusted EPS                                     0.19        0.23         (0.05)
 Note: This is a summary table. Not all line items and adjustments are included, so numbers may not sum.
. Sources: Company reports, FactSet, and William Blair Equity Research


3 | Max Smock +1 312 364 8336


                   Case 1:25-cv-04630-KPF                        Document 65-12                     Filed 01/28/26                  Page 5 of 8

 William Blair


                                                                               Fortrea
                                                                            Model Changes
 Fourth Quarter 2023 Model Changes
                                             2023A                                   2024E                                                        2025E
                                                                Current             Previous                                 Current             Previous
                                         Actual results                                                 Change                                                       Change
 $s in millions, except EPS                                     estimate            estimate                                 estimate            estimate
 Net new business awards                             NA    $         3,556      $        3,516      $            41     $         3,754      $        3,683      $            72
   Y/y change (%)                                    NA                 NA                  NA                   NA               5.6%                4.8%                80 bps
 Net book-to-bill (TTM)                              NA              1.23x               1.20x                0.03x               1.23x               1.20x                0.03x
 Ending backlog                                    7,392             7,784               7,523                 261                8,219               7,861                 359
  Y/y change (%)                                      NA             5.3%                4.4%               90 bps                5.6%                4.5%              110 bps
 Revenue                                           3,109             3,164               3,199                 (35)               3,319               3,345                  (26)
  Y/y change (%)                                   0.4%              1.8%                2.8%            (110) bps                4.9%                4.6%                30 bps
 Direct costs                                      2,589             2,624               2,614                   10               2,680               2,658                   22
 Gross profit                                       520                540                 585                 (45)                 639                 687                  (48)
  Gross margin                                    16.7%              17.1%               18.3%           (120) bps                19.3%               20.5%            (130) bps
 Selling, general and administrative                253                244                 260                 (16)                 234                 280                   (47)
  % of revenue                                     8.1%               7.7%                8.1%            (40) bps                 7.0%                8.4%            (130) bps
  Y/y change (%)                                   3.9%              (3.8%)              (0.3%)          (350) bps                (4.0%)               8.0%          (1,200) bps
 Adjusted EBITDA                                     267               296                 325                 (29)                 405                 407                  (2)
  Adjusted EBITDA margin                           8.6%               9.4%               10.2%            (80) bps                12.2%               12.2%              10 bps
  Y/y change (%)                                 (34.0%)             10.8%               19.4%           (870) bps                36.9%               25.0%           1,190 bps
 Depreciation                                         33                   38                  41                 (3)                   40                  45                 (5)
 Adjusted EBIT                                       235                 258               284                   (26)                 366               362                     4
 Interest expense/(income)                            70                 131               137                    (6)                 125               137                   (12)
 Other expense/(income)                               -                   -                 -                     -                    -                 -                     -
 Income tax expense/(benefit)                         40                  34                37                    (3)                  60                56                      4
 Adjusted net income                                 125                   93              110                   (17)                 181               169                   12
 Shares outstanding                                   89                   90                  90                  1                    91                  91                  1
 Adjusted EPS                                       1.40               1.03                1.23               (0.20)                1.98                1.86               0.11
  Y/y change (%)                                 (58.8%)            (26.4%)             (15.5%)         (1,080) bps               91.7%               51.8%           3,990 bps

 Consensus Estimates
                                                                 2024E                                                        2025E
 $s in millions, except EPS               William Blair        Consensus            Variance        William Blair           Consensus            Variance
 Revenue                                 $         3,164   $         3,205      $           (41) $           3,319      $         3,368      $          (48)
 Adjusted EBITDA                                     296               327                  (31)               405                  409                  (4)
 Adjusted EPS                                       1.03              1.06                (0.03)              1.98                 1.81                0.17
 Note: This is a summary table. Not all line items and adjustments are included, so numbers may not sum.
. Sources: Company reports, FactSet, and William Blair Equity Research


4 | Max Smock +1 312 364 8336


                      Case 1:25-cv-04630-KPF                              Document 65-12                      Filed 01/28/26                    Page 6 of 8

 William Blair

IMPORTANT DISCLOSURES

William Blair or an affiliate is a market maker in the security of Fortrea Holdings Inc.

William Blair or an affiliate expects to receive or intends to seek compensation for investment banking services from Fortrea Holdings Inc. or
an affiliate within the next three months.

Officers and employees of William Blair or its affiliates (other than research analysts) may have a financial interest in the securities of Fortrea
Holdings Inc.

This report is available in electronic form to registered users via R*Docs™ at https://williamblairlibrary.bluematrix.com or
www.williamblair.com.

Please contact us at +1 800 621 0687 or consult https://www.williamblair.com/equity-research/coverage for all disclosures.

Max Smock attests that 1) all of the views expressed in this research report accurately reflect his/her personal views about any and all of
the securities and companies covered by this report, and 2) no part of his/her compensation was, is, or will be related, directly or indirectly,
to the specific recommendations or views expressed by him/her in this report. We seek to update our research as appropriate. Other than
certain periodical industry reports, the majority of reports are published at irregular intervals as deemed appropriate by the research
analyst.

DOW JONES: 38722.70
S&P 500: 5123.69
NASDAQ: 15939.60

                                                   For t r e a H old in g s In c. Ra t in g H ist or y a s of 0 3 /0 8 /2 0 2 4
                                                                            powered by: BlueMat rix
       I:Mkt
       01/05/24
  40
  38
  36
  34
  32
  30
  28
  26
  24
       Apr 21         Jul 21          Oct 21      Jan 22        Apr 22         Jul 22        Oct 22        Jan 23        Apr 23        Jul 23      Oct 23     Jan 24


                                                                                        Closing Price

                                 OP:Out perform Mkt :Market Perform UP:Under Perform NR:Not Rat ed I:Init iat ion of Coverage D:Dropped Coverage

   Source: Fact Set & William Blair


Additional information is available upon request.

Current Rating Distribution (as of March 11, 2024):
Coverage Universe                 Percent       Inv. Banking Relationships *                                                 Percent

Outperform (Buy)                                       70           Outperform (Buy)                                                   7
Market Perform (Hold)                                  29           Market Perform (Hold)                                              3
Underperform (Sell)                                     1           Underperform (Sell)                                                0
*Percentage of companies in each rating category that are investment banking clients, defined as companies for which William Blair has
received compensation for investment banking services within the past 12 months.

The compensation of the research analyst is based on a variety of factors, including performance of his or her stock recommendations;
contributions to all of the firm’s departments, including asset management, corporate finance, institutional sales, and retail brokerage; firm
profitability; and competitive factors.


5 | Max Smock +1 312 364 8336


                 Case 1:25-cv-04630-KPF                    Document 65-12              Filed 01/28/26            Page 7 of 8

 William Blair

OTHER IMPORTANT DISCLOSURES

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6 | Max Smock +1 312 364 8336


              Case 1:25-cv-04630-KPF                       Document 65-12          Filed 01/28/26               Page 8 of 8


Equity Research Directory
John Kreger, Partner Director of Research +1 312 364 8612             Scott Hansen     Associate Director of Research      +1 212 245 6526
Kyle Harris, CFA, Partner Operations Manager +1 312 364 8230

CONSUMER                                                              ECONOMICS
Sharon Zackfia, CFA, Partner +1 312 364 5386                          Richard de Chazal, CFA     +44 20 7868 4489
Group Head–Consumer
Lifestyle and Leisure Brands, Restaurants, Automotive/E-commerce      ENERGY AND SUSTAINABILITY
Jon Andersen, CFA, Partner      +1 312 364 8697                       Jed Dorsheimer +1 617 235 7555
Consumer Products                                                     Group Head–Energy and Sustainability
                                                                      Generation, Efficiency, Storage
Phillip Blee, CPA +1 312 801 7874
Home and Outdoor, Automotive Parts and Services, Discount and         Tim Mulrooney +1 312 364 8123
Convenience                                                           Sustainability Services
Dylan Carden +1 312 801 7857
Consumer Technology, Specialty Retail                                 GLOBAL INDUSTRIAL INFRASTRUCTURE
                                                                      Larry De Maria, CFA +1 212 237 2753
FINANCIAL SERVICES AND TECHNOLOGY                                     Group Head–Global Industrial Infrastructure
Adam Klauber, CFA, Partner +1 312 364 8232                            Industrial Machinery, Diversified, and Automation
Co-Group Head–Financial Services and Technology                       Louie DiPalma, CFA +1 312 364 5437
Financial Analytic Service Providers, Insurance Brokers, Property &   Aerospace and Defense, Smart Cities
Casualty Insurance
                                                                      Brian Drab, CFA, Partner +1 312 364 8280
Cristopher Kennedy, CFA +1 312 364 8596                               Advanced Manufacturing, Industrial Technology
Financial Technology, Specialty Finance
                                                                      Ryan Merkel, CFA , Partner +1 312 364 8603
Jeff Schmitt +1 312 364 8106
                                                                      Building Products, Specialty Distribution
Wealthtech, Wealth Management, Capital Markets Technology
                                                                      TECHNOLOGY, MEDIA, AND COMMUNICATIONS
HEALTHCARE
                                                                      Jason Ader, CFA, Partner +1 617 235 7519
Biotechnology
                                                                      Co-Group Head–Technology, Media, and Communications
Tim Lugo, Partner +1 415 248 2870                                     Infrastructure Software
Group Head–Biotechnology
                                                                      Arjun Bhatia +1 312 364 5696
Sami Corwin, Ph.D.     +1 312 801 7783                                Co-Group Head–Technology, Media, and Communications
Andy T. Hsieh, Ph.D., Partner     +1 312 364 5051                     Software as a Service
Myles R. Minter, Ph.D.    +1 617 235 7534                             Dylan Becker, CFA +1 312 364 8938
Matt Phipps, Ph.D., Partner     +1 312 364 8602                       Software, Software as a Service

Healthcare Technology and Services                                    Jonathan Ho, Partner +1 312 364 8276
                                                                      Cybersecurity, Security Technology
Ryan S. Daniels, CFA, Partner +1 312 364 8418
Group Head–Healthcare Technology and Services                         Maggie Nolan, CPA, Partner      +1 312 364 5090
Healthcare Technology, Healthcare Services                            IT Services
Margaret Kaczor Andrew, CFA, Partner         +1 312 364 8608          Matthew Pfau, CFA +1 312 364 8694
Medical Technology                                                    Software as a Service
Brandon Vazquez, CFA       +1 212 237 2776                            Jake Roberge +1 312 364 8056
Dental, Animal Health                                                 Software, Software as a Service
Life Sciences                                                         Ralph Schackart III, CFA, Partner     +1 312 364 8753
Matt Larew, Partner +1 312 801 7795                                   Internet and Digital Media
Life Science Tools, Bioprocessing, Healthcare Delivery
                                                                      Stephen Sheldon, CFA, CPA, Partner +1 312 364 5167
Andrew F. Brackmann, CFA        +1 312 364 8776                       Vertical Technology – Real Estate, Education, Restaurant/Hospitality
Diagnostics
Max Smock, CFA +1 312 364 8336                                        EDITORIAL AND SUPERVISORY ANALYSTS
Pharmaceutical Outsourcing and Services                               Steve Goldsmith, Head Editor and SA +1 312 364 8540
                                                                      Audrey Majors, Editor and SA +1 312 364 8992
GLOBAL SERVICES                                                       Beth Pekol Porto, Editor and SA +1 312 364 8924
Tim Mulrooney +1 312 364 8123                                         Lisa Zurcher, Editor and SA +44 20 7868 4549
Group Head–Global Services                                            Mubasil Chaudhry, Editor and SA +44 20 7868 4453
Commercial Services, Staffing
Andrew Nicholas, CPA +1 312 364 8689
Consulting, HR Technology, Information Services
Trevor Romeo, CFA      +1 312 801 7854
Staffing