CRA International (CRAI) EVP converts RSUs, withholds shares for taxes and keeps stake

Rhea-AI Filing Summary

CRA International executive Chad M. Holmes reported routine equity compensation activity involving restricted stock units (RSUs) and common stock. On March 10, 2026, he converted RSUs into a total of 1,122.5908 shares of CRA International common stock at an exercise price of $0.00 per share. A portion of the resulting shares, including 208 and 300 shares, was withheld at prices around $171.75 per share to satisfy tax obligations, and small additional amounts (20.7215 and 29.8693 shares) were returned to the issuer. After these transactions, Holmes directly owned 45,920 shares of common stock. He also continued to hold multiple RSU awards and nonqualified stock options covering additional shares of common stock, with option exercise prices of $44.87 and $47.45 and expirations in 2027 and 2028.

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).

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 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 CHIEF CORP DEV OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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	03/10/2026		M		459.7215	A	(1)	45,815.7215	D
Common Stock	03/10/2026		D		20.7215	D	$171.75	45,795	D
Common Stock	03/10/2026		F		208	D	$171.75	45,587	D
Common Stock	03/10/2026		M		662.8693	A	(1)	46,249.8693	D
Common Stock	03/10/2026		D		29.8693	D	$171.75	46,220	D
Common Stock	03/10/2026		F		300	D	$171.25	45,920	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)	03/10/2026		M			459.7215	(2)	(2)	Common Stock	459.7215	$0	0	D
Restricted Stock Units	(1)	03/10/2026		M			662.8693	(3)	(3)	Common Stock	662.8693	$0	0	D
Restricted Stock Units	(1)							(4)	(4)	Common Stock	728.282		728.282	D
Restricted Stock Units	(1)							(5)	(5)	Common Stock	1,278.881		1,278.881	D
Restricted Stock Units	(1)							(6)	(6)	Common Stock	824.9952		824.9952	D
Restricted Stock Units	(1)							(7)	(7)	Common Stock	843.7409		843.7409	D
Restricted Stock Units	(1)							(8)	(8)	Common Stock	1,022.5936		1,022.5936	D
Nonqualified Stock Option (right to buy)	$44.87							12/18/2017(9)	12/18/2027	Common Stock	4,076		4,076	D
Non-qualified stock options (right to buy)	$47.45							12/06/2018(9)	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 20.7215 Dividend Units, vested on March 10, 2026.

3. The RSUs, which include an aggregate of 29.8693 Dividend Units, vested on March 10, 2026.

4. The RSUs, which include an aggregate of 23.2820 Dividend Units, vest in two equal annual installments beginning on April 11, 2026.

5. The RSUs, which include an aggregate of 40.8810 Dividend Units, vest in two equal annual installments beginning on April 11, 2026.

6. The RSUs, which include an aggregate of 14.9952 Dividend Units, vest in three equal annual installments beginning on April 29, 2026.

7. The RSUs, which include an aggregate of 6.7409 Dividend Units, vest in four equal annual installments beginning on May 20, 2026.

8. The RSUs, which include an aggregate of 18.5936 Dividend Units, vest in two equal annual installments beginning on April 29, 2027.

9. 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	03/12/2026
	** Signature of Reporting Person	Date
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FAQ

What did CRAI executive Chad M. Holmes report in this Form 4 filing?

Chad M. Holmes reported RSU vesting and related share movements. He converted restricted stock units into 1,122.5908 CRA International common shares, with some shares used for tax withholding and small amounts returned to the issuer, leaving him with 45,920 directly owned shares afterward.

Did Chad M. Holmes buy or sell CRAI shares on the open market?

The filing does not show any open-market purchases or sales. The transactions are coded M, D, and F, indicating RSU conversions, dispositions to the issuer, and tax-withholding events, all tied to equity compensation rather than discretionary market trading activity.

How many CRAI common shares does Chad M. Holmes hold after these transactions?

After the reported transactions, Holmes directly owns 45,920 CRAI common shares. This figure comes from the post-transaction balances in the Form 4 and reflects his remaining direct equity position excluding unexercised options and unvested or outstanding restricted stock units.

What happens to the restricted stock units in the CRAI Form 4 filing?

Some RSUs vested and were converted into common shares, while others remain outstanding. Vested RSUs were settled in shares with part used for tax obligations. Additional RSU awards, including associated dividend units, continue to vest in scheduled annual installments beginning in 2026 and 2027.

What stock options related to CRAI does Chad M. Holmes still hold?

Holmes continues to hold nonqualified stock options on CRAI common stock. The remaining option positions cover 4,076 shares at an exercise price of $44.87 expiring in 2027, and 4,425 shares at an exercise price of $47.45 expiring in 2028.

How were tax obligations handled in Chad M. Holmes’s CRAI equity transactions?

Tax obligations were satisfied through share-withholding transactions. The Form 4 shows F-coded dispositions where 208 and 300 CRA International shares were withheld at prices around $171.75 per share to cover exercise price or tax liabilities arising from the RSU vesting events.