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CRA International (CRAI) EVP exercises RSUs, withholds shares for taxes in Form 4

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CRA International EVP and Chief Corporate Development Officer Chad M. Holmes reported routine equity compensation activity involving restricted stock units and company stock. He exercised 275.9879 restricted stock units into an equivalent number of common shares. Of these shares, 128 were disposed of to cover tax obligations and 5.9879 shares were returned to the issuer.

Holmes continues to hold non-qualified stock options covering 4,425 shares of common stock at an exercise price of $47.45 expiring on December 6, 2028, and 4,076 shares at $44.87 expiring on December 18, 2027. He also holds multiple restricted stock unit awards, each representing a right to receive common shares, which vest in scheduled annual installments beginning in 2026 and 2027, with associated dividend equivalent units accruing as additional RSUs.

Positive

  • None.

Negative

  • None.
Insider Holmes Chad M
Role EVP AND CHIEF CORP DEV OFFICER
Type Security Shares Price Value
Exercise Restricted Stock Units 275.988 $0.00 --
Exercise Common Stock 275.988 $0.00 --
Disposition Common Stock 5.988 $154.55 $925.43
Tax Withholding Common Stock 128 $154.55 $20K
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Nonqualified Stock Option (right to buy) -- -- --
holding Non-qualified stock options (right to buy) -- -- --
Holdings After Transaction: Restricted Stock Units — 551.976 shares (Direct, null); Common Stock — 46,706.988 shares (Direct, null); Nonqualified Stock Option (right to buy) — 4,076 shares (Direct, null); Non-qualified stock options (right to buy) — 4,425 shares (Direct, null)
Footnotes (1)
  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. The RSUs, which include an aggregate of 11.9758 Dividend Units, vest in two equal annual installments beginning on April 29, 2027. The RSUs, which include an aggregate of 9.7766 Dividend Units, vest in four equal annual installments beginning on May 20, 2026. The RSUs vest in four equal annual installments beginning on April 9, 2027. The RSUs, which include an aggregate of 12.9695 Dividend Units, vest on April 11, 2027. The RSUs, which include which include an aggregate of 22.7412 Dividend Units, vest on April 11, 2027. The RSUs, which include an aggregate of 22.2730 Dividend Units, vest in two equal annual installments beginning on April 29, 2027. Date indicated is date of grant. Option vests in four equal annual installments beginning on the first anniversary of the date of grant.
RSUs exercised 275.9879 units Converted to CRA International common stock on April 29, 2026
Shares withheld for taxes 128 shares at $154.55 Common stock disposed to cover tax liability on April 29, 2026
Shares returned to issuer 5.9879 shares at $154.55 Common stock disposition to issuer on April 29, 2026
Stock option position 1 4,425 shares at $47.45 Non-qualified stock options expiring December 6, 2028
Stock option position 2 4,076 shares at $44.87 Nonqualified stock options expiring December 18, 2027
RSU award example 1,579.0000 underlying shares Restricted stock units with $0.00 exercise price outstanding
RSU award example 846.7766 underlying shares Restricted stock units with $0.00 exercise price outstanding
Restricted Stock Units financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Dividend Units financial
"Dividend equivalent rights accrue with respect to unvested RSUs in the form of additional RSUs ("Dividend Units")"
Non-qualified stock options (right to buy) financial
"Non-qualified stock options (right to buy) ... underlying security title: Common Stock"
tax-withholding disposition financial
"transaction_action: "tax-withholding disposition" for 128.0000 common shares"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative exercise/conversion financial
"transaction_action: "derivative exercise/conversion" for 275.9879 restricted stock units"
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Holmes Chad M

(Last)(First)(Middle)
200 CLARENDON STREET

(Street)
BOSTON MASSACHUSETTS 02116

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
CRA INTERNATIONAL, INC. [ CRAI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP AND CHIEF CORP DEV OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/29/2026M275.9879A(1)46,706.9879D
Common Stock04/29/2026D5.9879D$154.5546,701D
Common Stock04/29/2026F128D$154.5546,573D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)04/29/2026M275.9879 (2) (2)Common Stock827.9637$0551.9758D
Restricted Stock Units(1) (3) (3)Common Stock846.7766846.7766D
Restricted Stock Units(1) (4) (4)Common Stock1,5791,579D
Restricted Stock Units(1) (5) (5)Common Stock365.9695365.9695D
Restricted Stock Units(1) (6) (6)Common Stock641.7412641.7412D
Restricted Stock Units(1) (7) (7)Common Stock1,026.2731,026.273D
Nonqualified Stock Option (right to buy)$44.8712/18/2017(8)12/18/2027Common Stock4,0764,076D
Non-qualified stock options (right to buy)$47.4512/06/2018(8)12/06/2028Common Stock4,4254,425D
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 11.9758 Dividend Units, vest in two equal annual installments beginning on April 29, 2027.
3. The RSUs, which include an aggregate of 9.7766 Dividend Units, vest in four equal annual installments beginning on May 20, 2026.
4. The RSUs vest in four equal annual installments beginning on April 9, 2027.
5. The RSUs, which include an aggregate of 12.9695 Dividend Units, vest on April 11, 2027.
6. The RSUs, which include which include an aggregate of 22.7412 Dividend Units, vest on April 11, 2027.
7. The RSUs, which include an aggregate of 22.2730 Dividend Units, vest in two equal annual installments beginning on April 29, 2027.
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 attorney05/01/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider equity transactions did CRAI executive Chad Holmes report?

Chad Holmes reported exercising 275.9879 restricted stock units into common stock. Of the resulting shares, 128 were used to cover tax obligations and 5.9879 shares were returned to the issuer, reflecting routine compensation-related activity rather than open-market buying or selling.

How many stock options does CRAI EVP Chad Holmes hold after this Form 4?

Chad Holmes holds non-qualified stock options over 4,425 CRA International common shares at $47.45, expiring December 6, 2028, and 4,076 shares at $44.87, expiring December 18, 2027. These options provide potential future share acquisitions if exercised before expiration.

What restricted stock unit (RSU) awards does CRAI’s Chad Holmes have outstanding?

Chad Holmes holds several restricted stock unit awards tied to CRA International common stock, including blocks such as 1,579 and 846.7766 underlying shares. These RSUs vest in scheduled installments beginning in 2026 and 2027, with additional dividend equivalent units accruing as dividends are paid.

How are CRAI restricted stock units and dividend units structured for Chad Holmes?

Each restricted stock unit represents a contingent right to one CRA International common share. Vested RSUs are settled in cash, shares, or both, within roughly two and one-half months after year-end. Dividend equivalent rights accrue as additional RSUs, called Dividend Units, and vest on the same schedule as the underlying RSUs.

Is Chad Holmes’ April 2026 CRAI Form 4 a market buy or sell?

The April 2026 Form 4 primarily reflects a derivative exercise and related dispositions, not an open-market trade. Shares were acquired through RSU conversion, with 128 shares withheld for taxes and a small 5.9879-share disposition back to the issuer, indicating routine administrative transactions.