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

Rhea-AI Filing Summary

Chad M. Holmes, EVP and Chief Corporate Development Officer of CRA International, Inc. (CRAI), filed a Form 4 reporting transactions dated 09/12/2025. The filing shows a disposition of 44,858 shares of CRAI common stock and multiple awards of restricted stock units (RSUs) granted on the same date. The RSUs are payable in cash, shares, or a combination and include dividend-equivalent units; specific RSU amounts reported are 458.4161, 660.9871, 726.2141, 1,275.2496, 822.6525, and 841.3452 units with varied vesting schedules between March and May 2026 and subsequent annual installments. The filing also reiterates existing nonqualified stock options exercisable through 2027 and 2028.

Positive

• RSU awards granted to the reporting officer, aligning executive compensation with shareholder value through vesting and dividend-equivalent units
• Vesting schedules are staggered, creating multi-year retention incentives

Negative

• Disposition of 44,858 common shares by an executive could be viewed negatively by some investors

Insights

Financial Analyst

TL;DR Insider sold 44,858 shares and received multiple RSU grants with staggered vesting; impact appears routine.

The Form 4 documents an outright disposition of 44,858 common shares and contemporaneous awards of several RSU tranches totaling specified fractional-unit amounts that convert to common shares upon vesting and may include dividend-equivalent units. The RSU vesting schedules span near-term dates (March–May 2026) and multi-year installment vesting thereafter, which suggests compensation timing rather than a corporate event. Existing nonqualified options with strikes of $44.87 and $47.45 and remaining lives to 12/18/2027 and 12/06/2028 are restated. From an investment lens, these items are disclosure of insider activity and compensation, not new operational or financial performance data.

Corporate Governance Expert

TL;DR Filing shows routine executive compensation and an insider sale; governance implications are standard.

The filing clarifies compensation structure: RSUs include dividend-equivalent units and variable vesting (some in single-date vesting, others in two-to-four year installment schedules). The contemporaneous sale of shares by the reporting officer is documented as a discrete disposition of 44,858 shares. These disclosures are consistent with standard executive equity compensation and required Section 16 reporting. There is no indication in the filing of any related-party transactions, amendments, or material governance actions beyond routine grants and option status.

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^*

Holmes Chad M

(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, CHIEF CORP DEV OFFICER

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								44,858	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		1.1307		(2)	(2)	Common Stock	1.1307	$0	458.4161	D
Restricted Stock Units	(1)	09/12/2025		A		1.6303		(3)	(3)	Common Stock	1.6303	$0	660.9871	D
Restricted Stock Units	(1)	09/12/2025		A		1.7912		(4)	(4)	Common Stock	1.7912	$0	726.2141	D
Restricted Stock Units	(1)	09/12/2025		A		3.1454		(5)	(5)	Common Stock	3.1454	$0	1,275.2496	D
Restricted Stock Units	(1)	09/12/2025		A		2.0292		(6)	(6)	Common Stock	2.0292	$0	822.6525	D
Restricted Stock Units	(1)	09/12/2025		A		2.0753		(7)	(7)	Common Stock	2.0753	$0	841.3452	D
Nonqualified Stock Option (right to buy)	$44.87							12/18/2017(8)	12/18/2027	Common Stock	4,076		4,076	D
Non-qualified stock options (right to buy)	$47.45							12/06/2018(8)	12/06/2028	Common Stock	4,425		4,425	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 19.4161 Dividend Units, vest on March 10, 2026.

3. The RSUs, which include an aggregate of 27.9871 Dividend Units, vest on March 10, 2026.

4. The RSUs, which include an aggregate of 21.2141 Dividend Units, vest in two equal annual installments beginning on April 11, 2026.

5. The RSUs, which include an aggregate of 37.2496 Dividend Units, vest in two equal annual installments beginning on April 11, 2026.

6. The RSUs, which include an aggregate of 12.6525 Dividend Units, vest in three equal annual installments beginning on April 29, 2026.

7. The RSUs, which include an aggregate of 4.3452 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 did Chad M. Holmes report on the CRAI Form 4?

He reported a disposition of 44,858 shares and multiple RSU grants awarded 09/12/2025 with specified vesting schedules and dividend-equivalent units.

How many and what RSU amounts were granted to the reporting person?

RSU amounts reported are 458.4161, 660.9871, 726.2141, 1,275.2496, 822.6525, and 841.3452 units, each with the vesting timing described in the filing.

Are there any outstanding stock options noted on the Form 4?

Yes. Nonqualified stock options with strikes of $44.87 (grant date 12/18/2017, expiry 12/18/2027) for 4,076 shares and $47.45 (grant date 12/06/2018, expiry 12/06/2028) for 4,425 shares are reported as held by the reporting person.

When do the RSUs vest?

Vesting dates vary: some RSUs vest on March 10, 2026; others begin vesting April 11, 2026, April 29, 2026, or May 20, 2026, with additional annual installments as specified.

Does the filing indicate how RSUs will be settled?

Yes. Vested RSUs are payable in cash, shares of common stock, or a combination, payable no later than two and one-half months after year-end when delivered as shares, subject to tax withholding.