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. 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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. 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William Blair & Company, L.L.C. licenses and applies the SASB Materiality Map® and SICSTM in our work. 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