CRA International (CRAI) EVP exercises RSUs with tax withholding and retains large stake

Rhea-AI Filing Summary

CRA International EVP and Chief Corporate Development Officer Chad M. Holmes exercised restricted stock units and had shares withheld for taxes. On April 11, 2026, he exercised RSUs covering 1,006.674 shares of common stock, with 460 shares withheld at $163.80 per share for tax obligations and small fractions returned to the issuer. After these transactions, he directly owned 46,431 shares of common stock and continued to hold multiple RSU and stock option awards that may convert into additional shares over time under their vesting schedules.

Insider Trade Summary

1,006.674 shares exercised/converted

Mixed 14 txns

Insider Holmes Chad M

Role EVP AND CHIEF CORP DEV OFFICER

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	364.933	$0.00	--
Exercise	Restricted Stock Units	641.741	$0.00	--
Exercise	Common Stock	364.933	$0.00	--
Disposition	Common Stock	12.933	$163.80	$2K
Tax Withholding	Common Stock	167	$163.80	$27K
Exercise	Common Stock	641.741	$0.00	--
Disposition	Common Stock	22.741	$163.80	$4K
Tax Withholding	Common Stock	293	$163.80	$48K
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 — 365.97 shares (Direct); Common Stock — 46,284.933 shares (Direct); Nonqualified Stock Option (right to buy) — 4,076 shares (Direct); Non-qualified stock options (right to buy) — 4,425 shares (Direct)

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 12.9695 Dividend Units, vest on April 11, 2027. The RSUs, which include an aggregate of 22.7412 Dividend Units, vest on April 11, 2027. The RSUs, which include an aggregate of 17.9637 Dividend Units, vest in three equal annual installments beginning on April 29, 2026. The RSUs, which include an aggregate of 9.7766 Dividend Units, vest in four equal annual installments beginning on May 20, 2026. The RSUs, which include an aggregate of 22.2730 Dividend Units, vest in two equal annual installments beginning on April 29, 2027. The RSUs vest in four equal annual installments beginning on April 9, 2027. Date indicated is date of grant. Option vests in four equal annual installments beginning on the first anniversary of the date of grant.

Key Figures

RSU exercise shares: 1,006.674 shares Tax-withholding shares: 460 shares Post-transaction common shares: 46,431 shares +4 more

7 metrics

RSU exercise shares 1,006.674 shares Common stock acquired via RSU exercises on April 11, 2026

Tax-withholding shares 460 shares Shares withheld at $163.80 per share to cover tax obligations

Post-transaction common shares 46,431 shares Direct CRA International common stock holdings after transactions

RSU award 1 underlying 827.9637 shares Unvested RSUs with dividend units, exercisable for common stock

RSU award 2 underlying 1,579.0000 shares Unvested RSUs scheduled to vest in installments

Stock options 2017 grant 4,076 shares at $44.87 Nonqualified stock options expiring December 18, 2027

Stock options 2018 grant 4,425 shares at $47.45 Non-qualified stock options expiring December 6, 2028

Key Terms

Restricted Stock Units, Dividend Units, Nonqualified Stock Option, tax-withholding disposition, +1 more

5 terms

Restricted Stock Units financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock"

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")"

Nonqualified Stock Option financial

"Nonqualified Stock Option (right to buy) ... underlying security title Common Stock"

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

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.

Disposition to issuer financial

"Disposition to issuer"

Form 4 Insider Transactions: What Each Field Means →

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

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP AND CHIEF CORP DEV OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/11/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/11/2026		M		364.9328	A	(1)	46,284.9328	D
Common Stock	04/11/2026		D		12.9328	D	$163.8	46,272	D
Common Stock	04/11/2026		F		167	D	$163.8	46,105	D
Common Stock	04/11/2026		M		641.7412	A	(1)	46,746.7412	D
Common Stock	04/11/2026		D		22.7412	D	$163.8	46,724	D
Common Stock	04/11/2026		F		293	D	$163.8	46,431	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)	04/11/2026		M			364.9328	(2)	(2)	Common Stock	730.9023	$0	365.9695	D
Restricted Stock Units	(1)	04/11/2026		M			641.7412	(3)	(3)	Common Stock	1,283.4824	$0	641.7412	D
Restricted Stock Units	(1)							(4)	(4)	Common Stock	827.9637		827.9637	D
Restricted Stock Units	(1)							(5)	(5)	Common Stock	846.7766		846.7766	D
Restricted Stock Units	(1)							(6)	(6)	Common Stock	1,026.273		1,026.273	D
Restricted Stock Units	(1)							(7)	(7)	Common Stock	1,579		1,579	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 12.9695 Dividend Units, vest on April 11, 2027.

3. The RSUs, which include an aggregate of 22.7412 Dividend Units, vest on April 11, 2027.

4. The RSUs, which include an aggregate of 17.9637 Dividend Units, vest in three equal annual installments beginning on April 29, 2026.

5. The RSUs, which include an aggregate of 9.7766 Dividend Units, vest in four equal annual installments beginning on May 20, 2026.

6. The RSUs, which include an aggregate of 22.2730 Dividend Units, vest in two equal annual installments beginning on April 29, 2027.

7. The RSUs vest in four equal annual installments beginning on April 9, 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 attorney	04/14/2026
	** Signature of Reporting Person	Date
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 did CRAI executive Chad M. Holmes report in this Form 4 filing?

Chad M. Holmes reported exercising restricted stock units into common shares and related share dispositions. The filing shows routine equity compensation activity, including tax withholding and fractional share settlements, rather than open-market buying or selling of CRA International common stock.

How many CRAI shares did Chad M. Holmes acquire through RSU exercises?

He exercised restricted stock units covering 1,006.674 shares of CRA International common stock. These shares came from previously granted RSUs that vested, converting into common shares as part of his equity compensation, according to the transaction and derivative summaries provided.

How many CRAI shares were withheld or returned for taxes and adjustments?

A total of 460 shares were designated as tax-withholding dispositions at $163.80 per share, and small fractional amounts were disposed to the issuer. These non-market transactions cover tax obligations and fractional share handling associated with the RSU vesting and settlement.

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

Following the RSU exercises and related dispositions, Chad M. Holmes directly holds 46,431 shares of CRA International common stock. This figure reflects his updated direct ownership after accounting for both the newly acquired shares and the shares withheld or returned.

What unexercised equity awards does Chad M. Holmes still hold in CRAI?

He continues to hold several RSU awards and stock options linked to CRA International common stock. These include RSUs tied to 827.9637, 846.7766, 1,026.2730 and 1,579 underlying shares, plus options for 4,076 and 4,425 shares at exercise prices of $44.87 and $47.45, respectively.

How do dividend equivalent rights affect Chad M. Holmes’s RSUs in CRAI?

Dividend equivalent rights accrue on unvested RSUs as additional RSUs, called Dividend Units, when CRA International pays dividends. These Dividend Units vest on the same schedule and in the same proportions as the underlying RSUs, increasing potential future share delivery upon vesting.