Charles River (NYSE: CRL) CEO reports 39,031-share award and 14,664-share sale

Rhea-AI Filing Summary

Charles River Laboratories International, Inc. Chairman, President and CEO James C. Foster reported equity transactions in company common stock. On January 30, 2026, he acquired 39,031 shares at $0, reflecting performance share units that vested after meeting performance goals from awards granted on May 26, 2023.

On the same date, he disposed of 14,664 shares at $211.68 per share, leaving 253,677 directly held shares. The filing also reports indirect holdings, including 5,423 shares in a 2024 GRAT, 20,000 shares in a 2025 GRAT, additional trust-held shares, and 10,000 shares held by his spouse.

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^*

FOSTER JAMES C

(Last) (First) (Middle)

C/O CHARLES RIVER LABORATORIES

251 BALLARDVALE STREET

(Street)

WILMINGTON MA 01887

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CHARLES RIVER LABORATORIES INTERNATIONAL, INC. [ CRL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

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	01/30/2026		A		39,031(1)	A	$0	268,341(2)	D
Common Stock	01/30/2026		F		14,664	D	$211.68	253,677	D
Common Stock								5,423	I	2024 GRAT
Common Stock								20,000	I	2025 GRAT
Common Stock								230	I	by Trust
Common Stock								750	I	By Trust
Common Stock								2,250	I	By Trust
Common Stock								10,000	I	Held By Spouse

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

Explanation of Responses:

1. Reflects shares of common stock issued following the achievement of performance goals set forth in performance share unit awards originally granted on May 26, 2023.

2. Reflects the exempt transfer pursuant to Rule 16a-13 of (i) 14,577 shares from the 2024 GRAT account to direct holdings; and (ii) 4,048 shares from the 2022 GRAT account to direct holdings.

	/s/ James C. Foster	02/02/2026
	** 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 insider transactions did CRL CEO James C. Foster report on this Form 4?

James C. Foster reported acquiring 39,031 shares of Charles River Laboratories common stock at $0 and disposing of 14,664 shares at $211.68 on January 30, 2026, with 253,677 shares directly held afterward, plus several indirect trust and GRAT holdings.

Why did James C. Foster receive 39,031 CRL shares at no cost?

The 39,031 shares were issued after performance goals were achieved under performance share unit awards originally granted on May 26, 2023. Once those goals were met, the awards settled in Charles River Laboratories common stock at a price of $0 per share.

How many Charles River Laboratories shares does James C. Foster hold directly after these transactions?

After the January 30, 2026 transactions, James C. Foster directly holds 253,677 shares of Charles River Laboratories common stock. This figure reflects both the 39,031-share award issuance and the 14,664-share disposition reported in the Form 4 filing.

What indirect CRL share holdings are reported for James C. Foster on this Form 4?

Indirect holdings include 5,423 shares in a 2024 GRAT, 20,000 shares in a 2025 GRAT, 230, 750, and 2,250 shares in various trusts, and 10,000 shares held by his spouse. These positions are reported separately from his directly owned Charles River Laboratories shares.

What does the Rule 16a-13 exempt transfer footnote indicate in this CRL Form 4?

A footnote explains an exempt transfer under Rule 16a-13 of 14,577 shares from a 2024 GRAT account to direct holdings and 4,048 shares from a 2022 GRAT account to direct holdings. These movements adjust how James C. Foster’s Charles River Laboratories shares are categorized.

What roles does James C. Foster hold at Charles River Laboratories?

James C. Foster is identified as a director and an officer of Charles River Laboratories International, Inc., serving as Chairman, President and CEO. His positions and insider status require reporting his equity transactions in the company’s common stock on Form 4.