[Form 4] CRA INTERNATIONAL, INC. Insider Trading Activity

Rhea-AI Filing Summary

Jonathan D. Yellin, EVP & General Counsel of CRA International, Inc. (CRAI), reported changes in beneficial ownership on Form 4. The filing shows a sale of 17,323 shares of common stock on 09/12/2025. It also reports multiple restricted stock unit (RSU) acquisitions granted on 09/12/2025 that convert to common shares upon vesting, with individual RSU tranche sizes equivalent to 0.9813, 1.4114, 1.5524, 2.7262, 2.1544 and 2.2041 underlying shares (totaling the reported RSU share equivalents shown). The filer also holds outstanding nonqualified stock options for 2,377 and 2,845 shares with exercise prices of $44.87 and $47.45, expiring in 2027 and 2028 respectively. The RSUs include dividend equivalent units and have specified vesting schedules between March 10, 2026 and May 20, 2026.

Positive

• Received multiple RSU awards on 09/12/2025 with specified vesting schedules, aligning executive incentives with shareholder value.
• Retains stock option exposure totaling 5,222 underlying shares with expirations in 2027 and 2028, providing continued alignment with long-term performance.

Negative

• Sold 17,323 shares of common stock on 09/12/2025, representing a notable disposition by an executive officer.
• Form does not disclose whether the sale was part of a prearranged plan (e.g., Rule 10b5-1) or the proceeds/intent, limiting interpretability.

Insights

Securities Analyst

TL;DR: Insider sold 17,323 shares while receiving multiple RSU awards and retains meaningful option exposure.

The Form 4 documents a net disposition of 17,323 common shares on 09/12/2025, which is a clear, reportable sale by an executive officer. Simultaneously, the filing records several RSU award tranches granted the same date that will convert to common shares on specified vesting dates and include dividend equivalent units. The reporting person also holds two nonqualified stock options totaling 5,222 underlying shares with mid-$40s strike prices and multi-year expirations. For investors, this combination reflects routine executive compensation activity—liquidity from a sale alongside longer-term incentive retention via RSUs and options. The filing contains no information about proceeds or rationale for the sale.

Corporate Governance Expert

TL;DR: The transaction mix appears consistent with normal executive compensation and portfolio management, not an unusual governance signal.

The officer status of the reporting person and the mix of dispositions and equity awards are consistent with standard practices: periodic sales can fund taxes or diversification, while RSUs and options align executive interests with shareholder value over time via vesting schedules. The RSUs include dividend equivalents and staggered vesting across 2026 dates, suggesting retention design. The Form 4 does not disclose the purpose of the sale or whether it was part of a Rule 10b5-1 plan, so governance interpretation is constrained. Overall, the filing raises no immediate compliance or governance red flags based on the disclosed items alone.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Yellin Jonathan D

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CRA INTERNATIONAL, INC. [ CRAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP AND GENERAL COUNSEL

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								17,323	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	09/12/2025		A		0.9813		(2)	(2)	Common Stock	0.9813	$0	397.851	D
Restricted Stock Units	(1)	09/12/2025		A		1.4114		(3)	(3)	Common Stock	1.4114	$0	572.241	D
Restricted Stock Units	(1)	09/12/2025		A		1.5524		(4)	(4)	Common Stock	1.5524	$0	629.3857	D
Restricted Stock Units	(1)	09/12/2025		A		2.7262		(5)	(5)	Common Stock	2.7262	$0	1,105.2853	D
Restricted Stock Units	(1)	09/12/2025		A		2.1544		(6)	(6)	Common Stock	2.1544	$0	873.4335	D
Restricted Stock Units	(1)	09/12/2025		A		2.2041		(7)	(7)	Common Stock	2.2041	$0	893.6152	D
Nonqualified Stock Option (right to buy)	$44.87							12/18/2017(8)	12/18/2027	Common Stock	2,377		2,377	D
Nonqualified Stock Option (right to buy)	$47.45							12/06/2018(8)	12/06/2028	Common Stock	2,845		2,845	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock; vested RSUs are payable in the form of cash, shares of the Issuer's common stock or a combination thereof, except as otherwise indicated below. To the extent vested RSUs are paid in shares of the Issuer's common stock, such shares will be delivered to the reporting person as soon as possible after vesting, but in no event later than two and one-half months after the end of the year in which vesting occurs, subject to the collection of withholding taxes. Dividend equivalent rights accrue with respect to unvested RSUs in the form of additional RSUs ("Dividend Units") when and as dividends are paid on the Issuer's common stock, and Dividend Units vest on the same dates and in the same relative proportions as the RSUs on which they accrue.

2. The RSUs, which include an aggregate of 16.8510 Dividend Units, vest on March 10, 2026.

3. The RSUs, which include an aggregate of 24.2410 Dividend Units, vest on March 10, 2026.

4. The RSUs, which include an aggregate of 18.3857 Dividend Units, vest in two equal annual installments beginning on April 11, 2026.

5. The RSUs, which include an aggregate of 32.2853 Dividend Units, vest in two equal annual installments beginning on April 11, 2026.

6. The RSUs, which include an aggregate of 13.4335 Dividend Units, vest in three equal annual installments beginning on April 29, 2026.

7. The RSUs, which include an aggregate of 4.6152 Dividend Units, vest in four equal annual installments beginning on May 20, 2026.

8. Date indicated is date of grant. Option vests in four equal annual installments beginning on the first anniversary of the date of grant.

	Delia J. Makhlouta, by power of attorney	09/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did CRAI (CRAI) report on this Form 4?

The filer reported a sale of 17,323 common shares on 09/12/2025 and acquisitions of multiple RSU tranches granted on 09/12/2025, plus existing stock options.

How many stock options does the reporting person hold and what are the strikes?

The reporting person holds 2,377 options at a $44.87 exercise price (expiring 12/18/2027) and 2,845 options at a $47.45 exercise price (expiring 12/06/2028).

When do the RSUs reported in the filing vest?

Vesting dates vary by tranche: some RSUs vest on March 10, 2026; others vest in installments beginning April 11, 2026, April 29, 2026, and May 20, 2026, per the filing.

Does the Form 4 state why the 17,323 shares were sold?

No. The filing lists the disposition but does not disclose the reason

Are dividend equivalents included in the reported RSUs?

Yes. The RSUs include Dividend Units that accrue when dividends are paid and vest on the same schedules as the underlying RSUs.