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CRA International (CRAI) CFO Eric Nierenberg exercises RSUs, returns and withholds shares

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CRA INTERNATIONAL, INC. executive Eric Nierenberg, EVP, CFO and Treasurer, reported several equity transactions on August 4, 2026. He exercised 185.3362 Restricted Stock Units, receiving an equivalent number of common shares. Of these, 2.3362 shares were returned to the issuer in a disposition at $180.85 per share, and 54 shares were delivered or withheld at $180.85 per share for payment of exercise price or tax liability. A remaining award of Restricted Stock Units representing 914.4510 underlying common shares, including Dividend Units, continues to be held directly and vests in scheduled annual installments beginning in 2027.

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Insider Nierenberg Eric
Role EVP, CFO AND TREASURER
Type Security Shares Price Value
Exercise Restricted Stock Units F1, F2 185.3362 $0.00 $0.00
Exercise Common Stock F1 185.3362 -- --
Disposition Common Stock 2.3362 $180.85 $422.50
Exercise Price or Tax Liability Common Stock 54 $180.85 $10K
holding Restricted Stock Units F1, F3 -- -- --
Holdings After Transaction: Restricted Stock Units — 1,472.4856 shares (Direct); Common Stock — 129 shares (Direct)
Footnotes (3)
  1. F1. 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. F2. The RSUs, which include an aggregate of 7.0346 Dividend Units, vest in three equal annual installments beginning on August 4, 2027.
  3. F3. The RSUs, which include an aggregate of 3.4510 Dividend Units, vest in four equal annual installments beginning on April 9, 2027.
RSUs Exercised 185.3362 units Restricted Stock Units converted to common stock on August 4, 2026
Disposition to Issuer 2.3362 shares at $180.85 per share Common stock returned to issuer on August 4, 2026
Shares for Exercise Price or Tax 54 shares at $180.85 per share Common stock delivered or withheld to satisfy exercise price or tax liability
Remaining RSU Underlying Shares 914.4510 shares Underlying common shares for remaining Restricted Stock Units held directly
Dividend Units in First RSU Grant 7.0346 units Dividend Units included in RSUs vesting in three annual installments beginning August 4, 2027
Dividend Units in Second RSU Grant 3.4510 units Dividend Units included in RSUs vesting in four annual installments beginning April 9, 2027
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 equivalent rights financial
"Dividend equivalent rights accrue with respect to unvested RSUs in the form of additional RSUs"
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
Dividend Units financial
"additional RSUs ("Dividend Units") when and as dividends are paid"
Disposition to issuer financial
"transaction_action": "issuer disposition""

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FAQ

What equity transactions did CRAI executive Eric Nierenberg report on this Form 4?

Eric Nierenberg reported exercising 185.3362 Restricted Stock Units into common stock, returning 2.3362 shares to the issuer, and delivering or withholding 54 shares to pay exercise price or tax liability, all on August 4, 2026.

How many CRAI common shares were used for tax or exercise payments in this Form 4?

The filing shows 54 CRAI common shares were delivered or withheld at $180.85 per share as payment of exercise price or tax liability related to the equity award exercise on August 4, 2026.

What price per share applies to the CRAI stock dispositions reported by Eric Nierenberg?

Both the 2.3362-share disposition to the issuer and the 54-share tax or exercise-price payment were recorded at $180.85 per share, according to the Form 4 transaction details.

What Restricted Stock Unit holdings does Eric Nierenberg still have at CRAI after these transactions?

A remaining RSU award representing 914.4510 underlying CRAI common shares is reported as directly held, including Dividend Units that vest in annual installments beginning in 2027, per the footnotes.

How do dividend equivalent rights affect Eric Nierenberg’s RSUs at CRAI?

The Form 4 states that dividend equivalent rights accrue as additional RSUs (Dividend Units) when CRAI pays dividends. These Dividend Units vest on the same dates and in the same proportions as the underlying RSUs.
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*
Nierenberg Eric

(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, CFO AND TREASURER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/04/2026
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 Stock08/04/2026M185.3362A(1)185.3362D
Common Stock08/04/2026D2.3362D$180.85183D
Common Stock08/04/2026F54D$180.85129D
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)08/04/2026M185.3362 (2) (2)Common Stock743.3708$0558.0346D
Restricted Stock Units(1) (3) (3)Common Stock914.451914.451D
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 7.0346 Dividend Units, vest in three equal annual installments beginning on August 4, 2027.
3. The RSUs, which include an aggregate of 3.4510 Dividend Units, vest in four equal annual installments beginning on April 9, 2027.
Delia J. Makhlouta, by power of attorney08/10/2026
** 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)