What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-20 · 203 added, 223 removed, 1050 unchanged (29% of the section changed)

3 unchanged sentences

This is done in order to ensure that information we are required to disclose in the reports that are filed or submitted under the Securities Exchange Act of 1934 ("the Exchange Act"), as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.

Based upon that evaluation, our President and Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 28, 2024.

Based upon that evaluation, our President and Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of January 3, 2026.

(b) Management's Report on Internal Control over Financial Reporting

2 unchanged sentences

Based on that assessment, our President and Chief Executive Officer and our Chief Financial Officer concluded that our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with U.S.

generally accepted accounting principles as of December 28, 2024.

generally accepted accounting principles as of January 3, 2026.

Our independent registered public accounting firm, Grant Thornton LLP, has issued an audit report on their assessment of our internal control over financial reporting.

6 unchanged sentences

Maleh , President and Chief Executive Officer

December 10, 2024 March 17, 2026 Sale 30,000

November 19, 2025 March 12, 2027 Sale 30,000

Yellin , Executive Vice President and General Counsel

November 6, 2025 December 9, 2026 Sale 9,000

Disclosures Regarding Foreign Jurisdictions that Prevent Inspections

5 unchanged sentences

We have audited the internal control over financial reporting of CRA International, Inc.

(a Massachusetts corporation) and subsidiaries (the “Company”) as of December 28, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 28, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 28, 2024, and our report dated February 20, 2025 expressed an unqualified opinion on those financial statements.

(a Massachusetts corporation) and subsidiaries (the “Company”) as of January 3, 2026, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 3, 2026, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended January 3, 2026, and our report dated February 26, 2026 expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Controls over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

18 unchanged sentences

Directors, Executive Officers and Corporate Governance

We incorporate the information required by this item by reference to the sections captioned "Corporate Governance" (specifically, its subsections captioned "Overview," "Executive officers and directors" and "Audit committee") and "Delinquent Section 16(a) Reports" in our 2025 annual proxy statement.

Executive Compensation

3 unchanged sentences

Certain Relationships and Related Transactions and Director Independence

We incorporate the information required by this item by reference to the sections captioned "Transactions with Related Parties" and "Corporate Governance" (specifically, its subsection captioned "Overview") in our 2025 annual proxy statement.

We incorporate the information required by this item by reference to the sections captioned "Transactions with Related Persons" and "Corporate Governance" (specifically, its subsection captioned "Overview") in our 2026 annual proxy statement.

Principal Accountant Fees and Services

1 unchanged sentence

Exhibits and Financial Statement Schedules

(a) Financial Statements, Schedules, and Exhibits.

(a) Financial Statements.

We have listed our consolidated financial statements filed as part of this annual report in the index to consolidated financial statements on page FS-1.

We have listed the exhibits filed as part of this annual report in the accompanying exhibit index, which follows the signature page to this annual report.

We have listed the exhibits filed as part of this annual report in the accompanying exhibit index, which precedes the signature page to this annual report.

(b) Exhibits.

We have listed the exhibits filed as part of this annual report in the accompanying exhibit index, which follows the signature page to this annual report.

We have listed the exhibits filed as part of this annual report in the accompanying exhibit index, which precedes the signature page to this annual report.

100 unchanged sentences

10-Q October 31, 2017 10.3

10.38 Addendum No.

7 to Lease dated April 24, 2025 by and between CRA International, Inc.

and 1201 F Street, L.P.

10-Q July 31, 2025 10.1

10.39 Agreement for Leases dated May 20, 2016 by and among Mitsubishi Estate London Limited, CRA International (UK) Limited and CRA International, Inc.

6 unchanged sentences

8-K May 25, 2016 10.4

10.42 Licence to Carry Out Works relating to Fourth Floor, 8 Finsbury Circus, London EC2 dated May 20, 2016 by and among Mitsubishi Estate London Limited, CRA International (UK) Limited and CRA International, Inc.

10.43 License to Carry Out Works relating to Fourth Floor, 8 Finsbury Circus, London EC2 dated May 20, 2016 by and among Mitsubishi Estate London Limited, CRA International (UK) Limited and CRA International, Inc.

8-K May 25, 2016 10.5

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10-K February 28, 2019 10.47

10.48 Licence to Carry Out Works relating to Part Third Floor and Fourth Floor, 8 Finsbury Circus, London EC2 dated October 17, 2018 between Mitsubishi Estate London Limited, CRA International (UK) Limited and CRA International, Inc.

10.49 License to Carry Out Works relating to Part Third Floor and Fourth Floor, 8 Finsbury Circus, London EC2 dated October 17, 2018 between Mitsubishi Estate London Limited, CRA International (UK) Limited and CRA International, Inc.

10-K February 28, 2019 10.48

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10.57 Second Amendment to Lease, dated October 9, 2017, by and between CRA International, Inc., 601W South Wacker LLC and 601 Sunset Wacker LLC.

10-K February 20, 2025 10.56

10.58 Third Amendment to Lease dated August 11, 2021 by and between CRA International, Inc., 601W South Wacker LLC and 601 Sunset Wacker LLC.

1 unchanged sentence

10.59 Fourth Amendment to Lease dated April 19, 2024 by and between CRA International, Inc., 601W South Wacker LLC and 601 Sunset Wacker LLC.

10-K February 20, 2025 10.58

10.60 Fifth Amendment to Lease dated August 1, 2024 by and between CRA International, Inc., 601W South Wacker LLC and 601 Sunset Wacker LLC.

10-Q February 20, 2025 10.1

10-Q October 31, 2024 10.1

10.61 Form of consulting agreement with outside experts.

S-1/A April 3, 1998 10.8

10.61* Offer Letter between CRA International, Inc.

and Daniel Mahoney effective March 17, 2020.

8-K March 20, 2020 10.1

10.62* Severance Agreement between CRA International, Inc.

8 unchanged sentences

10.65* Severance Agreement between CRA International, Inc.

and Daniel Mahoney dated March 17, 2020.

8-K March 20, 2020 10.5

and Eric Nierenberg, effective August 4, 2025 (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed on July 22, 2025).

8-K July 22, 2025 10.1

10.66* Severance Agreement between CRA International, Inc.

and Brian Langan, effective August 4, 2025 (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K filed on July 22, 2025).

8-K July 22, 2025 10.2

Incorporated by Reference

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10-K February 29, 2024 97.1

101 The following financial statements from CRA International, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 28, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language), as follows:

(i) Consolidated Statements of Operations for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022, (ii) Consolidated Statements of Comprehensive Income for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022, (iii) Consolidated Balance Sheets at December 28, 2024 and December 30, 2023, (iv) Consolidated Statements of Cash Flows for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022, (v) Consolidated Statements of Shareholders' Equity for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022 and (vi) Notes to Consolidated Financial Statements.

101 The following financial statements from CRA International, Inc.'s Annual Report on Form 10-K for the fiscal year ended January 3, 2026, formatted in Inline XBRL (eXtensible Business Reporting Language), as follows:

(i) Consolidated Statements of Operations for the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023, (ii) Consolidated Statements of Comprehensive Income for the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023, (iii) Consolidated Balance Sheets at January 3, 2026 and December 28, 2024, (iv) Consolidated Statements of Cash Flows for the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023, (v) Consolidated Statements of Shareholders' Equity for the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023 and (vi) Notes to Consolidated Financial Statements.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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MALEH President, Chief Executive Officer, and Chairman of the Board (principal executive officer) February 26, 2026

/s/ DANIEL K.

MAHONEY Chief Financial Officer, Executive Vice President, and Treasurer (principal financial officer and principal accounting officer) February 20, 2025

/s/ ERIC NIERENBERG Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer) February 26, 2026

Eric Nierenberg

/s/ SANDRA A.

DAVID Vice President, Chief Accounting Officer (principal accounting officer) February 26, 2026

/s/ THOMAS A.

24 unchanged sentences

We have audited the accompanying consolidated balance sheets of CRA International, Inc.

(a Massachusetts corporation) and subsidiaries (the “Company”) as of December 28, 2024, and December 30, 2023, the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 28, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 28, 2024, and December 30, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 28, 2024, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 28, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 20, 2025, expressed an unqualified opinion.

(a Massachusetts corporation) and subsidiaries (the “Company”) as of January 3, 2026 and December 28, 2024, the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended January 3, 2026, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 3, 2026 and December 28, 2024, and the results of its operations and its cash flows for each of the three years in the period ended January 3, 2026, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of January 3, 2026, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 26, 2026 expressed an unqualified opinion.

Basis for opinion

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We believe that our audits provide a reasonable basis for our opinion.

Change in accounting principle

As discussed in Note 1 to the consolidated financial statements, the Company has adopted new accounting guidance in 2024 related to the disclosure of segment information in accordance with ASU 2023-07, Segment Reporting (Topic 280).

The adoption was retrospectively applied to 2023 and 2022.

Critical audit matter

5 unchanged sentences

We identified the Company’s estimates of total costs to complete a performance obligation for performance obligations in a fixed-price arrangement that are partially satisfied at the balance sheet date as a critical audit matter.

The principal considerations for our determination that the Company’s estimates of total costs to complete a performance obligation for performance obligations in a fixed-price arrangement that are partially satisfied at the balance sheet date is a critical audit matter are the significant management judgement in estimating forecasted direct labor, subcontract labor and other direct costs remaining to complete a performance obligation and to determine the related revenue recognized.

management estimates are subject to estimation uncertainty and require significant auditor subjectivity in evaluating the results of our procedures and the reasonableness of those estimates.

The principal considerations for our determination that the Company’s estimates of total costs to complete a performance obligation for performance obligations in a fixed-price arrangement that are partially satisfied at the balance sheet date is a critical audit matter are the significant management judgement in estimating forecasted direct labor, outside consultant labor and other direct costs remaining to complete a performance obligation and to determine the related revenue recognized.

Significant management estimates are subject to estimation uncertainty and require significant auditor subjectivity in evaluating the results of our procedures and the reasonableness of those estimates.

Our audit procedures related to the estimates of total costs to complete a performance obligation for performance obligations in a fixed-price arrangement that are partially satisfied at the balance sheet date included the following, among others.

64 unchanged sentences

Current portion of deferred compensation 10,818 8,915

Revolving line of credit 34,000 —

Total current liabilities 330,029 251,309

28 unchanged sentences

Share-based compensation expense 5,870 5,291 4,400

Bad debt expense (recovery) 534 533 ( 345 )

Bad debt expense (recovery), net 746 534 533

Unrealized foreign currency remeasurement (gains) losses, net 578 ( 468 ) 61

16 unchanged sentences

Repayments under revolving line of credit ( 98,000 ) ( 102,000 ) ( 105,000 )

Payments for debt issuance costs — — ( 1,008 )

Tax withholding payments reimbursed by shares ( 2,862 ) ( 3,209 ) ( 3,063 )

12 unchanged sentences

Supplemental cash flow information:

Cash paid for taxes $ 21,444 $ 14,011 $ 15,646

Income taxes paid (net of refunds received) - Federal $ 16,261 $ 12,225 $ 8,371

Income taxes paid (net of refunds received) - State $ 5,004 $ 5,016 $ 2,882

Income taxes paid (net of refunds received) - Foreign

Income taxes paid (net of refunds received) – U.K.

$ 3,046 $ 2,156 $ 1,463

Income taxes paid (net of refunds received) – Other Foreign $ 2,162 $ 2,047 $ 1,171

Cash paid for interest $ 4,659 $ 4,145 $ 3,539

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Issued Amount

BALANCE AT JANUARY 1, 2022 7,362,703 $ — $ 215,784 $ ( 9,950 ) $ 205,834

BALANCE AT DECEMBER 31, 2022 7,149,884 $ 1,743 $ 224,392 $ ( 14,981 ) $ 211,154

Net income — — 38,481 — 38,481

5 unchanged sentences

Shares repurchased ( 296,158 ) ( 3,885 ) ( 27,532 ) — ( 31,417 )

Accrued excise tax on shares repurchased — — ( 247 ) — ( 247 )

Accrued dividends on unvested shares — — ( 4 ) — ( 4 )

4 unchanged sentences

Foreign currency translation adjustment — — — ( 2,869 ) ( 2,869 )

Exercise of stock options 26,000 805 — — 805

Share-based compensation expense — 5,291 — — 5,291

17 unchanged sentences

— — ( 13,831 ) — ( 13,831 )

BALANCE AT DECEMBER 28, 2024 6,768,575 $ 1,663 $ 225,461 $ ( 15,051 ) $ 212,073

BALANCE AT JANUARY 3, 2026 6,547,407 $ 2,480 $ 221,062 $ ( 9,944 ) $ 213,598

See accompanying notes to the consolidated financial statements

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CRA's fiscal years periodically contain 53 weeks rather than 52 weeks.

Fiscal 2024, fiscal 2023, and fiscal 2022 were 52-week years.

Fiscal 2025 was a 53-week year, fiscal 2024 and fiscal 2023 were 52-week years.

CRA's fiscal quarter ends are determined as the last Saturday nearest the respective calendar quarter end.

2 unchanged sentences

and its wholly-owned subsidiaries (collectively the "Company") which require consolidation, after the elimination of intercompany accounts and transactions.

The preparation of financial statements in conformity with GAAP requires management to make significant estimates and judgments that affect the reported amounts of assets and liabilities, as well as the related disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of consolidated revenues and expenses during the reporting period.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make significant estimates and judgments that affect the reported amounts of assets and liabilities, as well as the related disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of consolidated revenues and expenses during the reporting period.

Estimates in these consolidated financial statements include, but are not limited to, allowances for accounts receivable and unbilled services, revenue recognition on fixed-price contracts, variable consideration to be included in the transaction price of revenue contracts, the useful life of long-lived assets, measurement of operating lease right-of-use ("ROU") assets and liabilities, share-based compensation, valuation of contingent consideration liabilities, valuation of acquired intangible assets, goodwill, accrued and deferred income taxes, valuation allowances on deferred tax assets, accrued incentive compensation, and certain other accrued expenses.

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At times, these deposits may exceed federally insured limits.

As of December 28, 2024, CRA's cash accounts were concentrated at two financial institutions, which potentially exposes CRA to credit risks.

As of January 3, 2026, CRA's cash accounts were concentrated at two financial institutions, which potentially exposes CRA to credit risks.

The financial institutions are creditworthy and the Company has not experienced any losses related to such accounts.

10 unchanged sentences

These foreign currency transactions may be realized or unrealized based upon whether the transaction has settled as of the reporting period-end.

The net effect of transaction gains and losses recorded in income before provision for income taxes amounted to losses of $ 0.1 million for fiscal 2024, losses of $ 1.4 million for fiscal 2023, and gains of $ 1.9 million for fiscal 2022.

The net effect of transaction gains and losses recorded in income before provision for income taxes amounted to losses of $ 1.2 million for fiscal 2025, losses of $ 0.1 million for fiscal 2024, and losses of $ 1.4 million for fiscal 2023.

Revenue Recognition and Allowances for Accounts Receivable and Unbilled Services

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For arrangements that contain multiple performance obligations, the fixed price is allocated based on the estimated relative standalone selling prices of the promised services underlying each performance obligation.

CRA has elected as a practical expedient to not disclose the aggregate amount of the transaction price allocated to unsatisfied performance obligations as of December 28, 2024 and December 30, 2023, as CRA's contracts have an original expected duration of one year or less or revenue has been recognized at the amount for which CRA has the right to invoice for consulting services performed.

CRA has elected as a practical expedient to not disclose the aggregate amount of the transaction price allocated to unsatisfied performance obligations as of January 3, 2026 and December 28, 2024, as CRA's contracts have an original expected duration of one year or less or revenue has been recognized at the amount for which CRA has the right to invoice for consulting services performed.

Reimbursable expenses, including those relating to travel, out-of-pocket expenses, outside consultants and other third-party vendor expenses, are generally included in revenues, and an equivalent amount of reimbursable expenses is included in costs of services in the period in which the expense is incurred.

Sales, value-added, and other taxes collected on behalf of third parties are excluded from revenue.

Commissions to non-employee experts are expensed when incurred if the related amortization period is expected to be one year or less.

Differences between the timing of billing and the recognition of revenue are recognized as either unbilled services or deferred revenues in the accompanying consolidated balance sheets.

Differences between the timing of billing and the recognition of revenue are recognized as either unbilled services or deferred revenues.

Revenues recognized for services performed but not yet billed to clients are recorded as unbilled services.

3 unchanged sentences

CRA does not assess whether a significant financing component exists if the period between when it performs its obligations under the contract and when the customer pays is one year or less.

None of CRA's contracts contained a significant financing component as of December 28, 2024 or December 30, 2023.

None of CRA's contracts contained a significant financing component as of January 3, 2026 or December 28, 2024.

Contract Balances from Contracts with Customers

The timing of revenue recognition, billings, and cash collections results in accounts receivables, unbilled services, and contract liabilities on the consolidated balance sheet.

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Contract Balances from Contracts with Customers

The timing of revenue recognition, billings, and cash collections results in accounts receivables, unbilled services, and contract liabilities on the consolidated balance sheets.

Revenues recognized for services performed but not yet billed to clients are recorded as unbilled services.

CRA defines contract assets as assets for which it has recorded revenue because it determines that it is probable that it will earn a performance-based or contingent fee, but is not yet entitled to receive a fee because certain events, such as completion of the measurement period or client approval, must occur.

2 unchanged sentences

Contract liabilities are recognized as revenue after performance obligations have been satisfied and all revenue recognition criteria have been met.

Contract liabilities are included in deferred revenue and other liabilities on the consolidated balance sheets.

Contract liabilities are included in deferred revenue and other liabilities on the consolidated balance sheet.

Variable Consideration

3 unchanged sentences

Variable consideration reserves are based on specific price concessions and those expected to be extended to CRA clients estimated by CRA's historical realization rates.

Reserves for variable consideration are recorded as a component of the allowances for accounts receivable and unbilled services on the consolidated balance sheets.

Reserves for variable consideration are recorded as a component of the allowances for accounts receivable and unbilled services on the consolidated balance sheet.

Actual amounts of consideration ultimately received may differ from CRA's estimates.

5 unchanged sentences

CRA performs a credit evaluation of its clients to minimize its collectability risk.

Periodically, CRA will require advance payment from certain clients.

Periodically, CRA will require advance payment, in the form of a retainer, from certain clients.

However, CRA does not require collateral or other security.

2 unchanged sentences

CRA writes off allowances when management determines the balance is uncollectible and all efforts of collection have been exhausted.

Bad debt expense, net of recoveries of previously written off allowances, is recorded as a component of selling, general and administrative expenses in the consolidated statements of operations.

Bad debt expense, net of recoveries of previously written off allowances, is recorded as a component of selling, general and administrative expenses in the consolidated statement of operations.

Costs of Services

4 unchanged sentences

Selling, general and administrative expenses include salaries, bonuses, share-based compensation expense, and benefits of our administrative and support staff, commissions to non-employee experts for generating new business, office rent, marketing, and other costs.

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Business Combinations

CRA accounts for business acquisitions using the acquisition method of accounting, which requires assets acquired and liabilities assumed to be measured and recorded at their estimated fair values as of the acquisition date, with certain exceptions.

Right-of-use assets and lease liabilities are recorded on the date of acquisition in accordance with ASC Topic 842, Leases .

In addition, contract assets and contract liabilities are recorded at the acquisition date as if the acquirer had originated the contracts in accordance with ASC 606, Accounting Standards Update No.

2021-08 , Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers .

All other tangible assets and identifiable intangible assets acquired and liabilities assumed are recorded at their fair value as of the date of acquisition.

The purchase price is determined as the fair value of consideration transferred.

Goodwill is recognized for the excess of consideration transferred over the estimated fair value of the identifiable net assets acquired.

Intangible assets that are separate from goodwill and have determinable useful lives are valued separately.

Fair value measurements require extensive use of estimates and assumptions, including estimates of future cash flows to be generated by the acquired assets, discount rates that we believe reflect the risk factors associated with the related cash flows, and estimates of useful lives.

The useful lives of identifiable intangible assets acquired in a business acquisition are estimated based on the expected period that we will receive substantially all of the projected future benefits from the intangible asset.

Deferred Compensation

CRA accounts for performance-based and service-based cash awards using an accrual method where changes in estimates are accounted for prospectively over the remaining service period.

CRA accounts for performance-based and service-based cash awards using an accrual method where changes in estimates or the forgiveness of the principal amount of loans are recorded as compensation expense over the remaining service period.

To the extent the terms of an award attribute all or a portion of the expected future benefits to a period of service greater than one year, the cost of those benefits is accrued over the employee's or non-employee's requisite service period in a systematic and rational manner.

The requisite service period typically ranges from two to seven years starting with the employee's employment date or non-employee's affiliation date.

For an employee or non-employee consultant currently affiliated with CRA, the requisite service period generally begins at the start of the award's measurement period.

A recipient of such an award is expected to be employed by or affiliated with CRA for the entire measurement period.

If the recipient's employment or affiliation with CRA terminates during the measurement period, the amount paid will be determined in accordance with the recipient's specific contract provisions.

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The requisite service period ranges from two to eight years starting with the employee's employment date or non-employee's affiliation date.

For an employee or non-employee consultant currently affiliated with us, the requisite service period generally begins at the start of the award's measurement period and when compliance is met with certain contractual requirements.

A recipient of such an award is expected to be employed by or affiliated with us for the entire measurement period.

If the recipient's employment or affiliation with us terminates during the measurement period, the amount paid will be determined in accordance with the recipient's specific contract provisions.

The terms of award agreements may include the achievement of minimum required financial targets over the award's measurement period.

These financial targets may include a measure of revenue generation, profitability, or both.

The amount of the liability of the award agreements is estimated based on internally generated financial projections.

The process of projecting these financial targets over the measurement period is subjective and requires judgment and estimates.

The amount of the liability of the award agreements is estimated based on internally generated financial projections or sourced revenue.

The process of projecting these financial targets over the measurement period is highly subjective and requires significant judgment and estimates.

There can be no assurance that the estimates and assumptions used in preparing these projections will prove to be accurate.

7 unchanged sentences

CRA classifies as short-term leases any leases with an initial noncancellable term of twelve months or less that do not include an option to purchase the underlying asset that CRA is reasonably certain to exercise.

ROU assets and lease liabilities related to short-term leases are excluded from the consolidated balance sheets.

ROU assets and lease liabilities related to short-term leases are excluded from the consolidated balance sheet.

CRA leases office space and equipment.

CRA's equipment leases are generally short-term.

CRA's office space leases have remaining lease terms between one and approximately eleven years , many of which include one or more options to extend the term for periods of up to five years for each option.

Certain office space leases contain options to terminate the lease early,

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

which may include a penalty for exercising the option.

CRA's office space leases have remaining lease terms between one and nine years , many of which include one or more options to extend the term for periods of up to five years for each option.

Certain office space leases contain options to terminate the lease early, which may include a penalty for exercising the option.

Many of the termination options require notice within a specified period, after which the option is no longer available to CRA if not exercised.

1 unchanged sentence

CRA does not consider in the measurement of ROU assets and lease liabilities an option to extend or terminate a lease if CRA is not reasonably certain to exercise the option.

As of December 28, 2024, CRA has not included any options to extend or terminate in its measurement of ROU assets or lease liabilities.

As of January 3, 2026, CRA has not included any options to extend or terminate in its measurement of ROU assets or lease liabilities.

Certain of CRA's office space leases impose asset retirement obligations due to office modifications or the periodic redecoration of the premises.

These obligations are included in deferred compensation and other non-current liabilities on the consolidated balance sheets and are recorded at a value based on their estimated discounted cash flows.

These obligations are included in deferred compensation and other non-current liabilities on the consolidated balance sheet and are recorded at a value based on their estimated discounted cash flows.

Many of CRA's office space leases include fixed and variable payments.

6 unchanged sentences

Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the identifiable net assets acquired.

Goodwill is tested annually for impairment as of October 15 and if events or changes in circumstances indicate that the carrying value may not be recoverable.

Goodwill is tested annually for impairment as of October 15 and if events or changes in

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

circumstances indicate that the carrying value may not be recoverable.

CRA assesses goodwill at the reporting unit level.

18 unchanged sentences

CRA records its debt issuance costs related to its revolving credit facility as an asset and amortizes the costs over the term of the credit agreement using the straight-line method.

Debt issuance costs in the amount of $ 0.2 million and $ 0.4 million are included in prepaid expenses and other current assets and other assets, respectively, in the consolidated balance sheets as of December 28, 2024.

Debt issuance costs in the amount of $ 0.2 million and $ 0.1 million are included in prepaid expenses and other current assets, and other assets, respectively, in the consolidated balance sheets as of January 3, 2026.

Debt issuance costs in the amount of $ 0.2 million and $ 0.4 million are included in prepaid expenses and other current assets, and other assets, respectively, in the consolidated balance sheets as of December 28, 2024.

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Impairment of Long-Lived Assets

9 unchanged sentences

• a significant negative industry or economic trend.

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

If CRA determines that an impairment review is required, CRA would review the expected future undiscounted cash flows to be generated by the assets or asset groups.

14 unchanged sentences

The decision to record a valuation allowance requires varying degrees of judgment based upon the nature of the item giving rise to the deferred tax asset.

If, after a valuation allowance is recorded, it is determined that CRA would be able to realize deferred tax assets in the future in excess of

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

their net recorded amount, CRA would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

If, after a valuation allowance is recorded, it is determined that CRA would be able to realize deferred tax assets in the future in excess of their net recorded amount, CRA would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

CRA's effective tax rate may vary from period to period based on changes in estimated taxable income or loss;

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These reviews include questions regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions.

CRA accounts for uncertainties in income tax positions in accordance with ASC Topic 740, Income Taxes ("ASC 740").

CRA accounts for uncertainties in income tax positions in accordance with ASC Topic 740, Income Taxes .

The number of years with open tax audits varies depending on the tax jurisdiction.

CRA has elected to recognize the tax on global intangible low-taxed income ("GILTI") as a period expense in the period the tax is incurred.

As such, CRA has included its GILTI provision associated with current-year operations solely within the estimated annual effective tax rate ("EAETR") and has not provided additional GILTI on deferred items.

As such, CRA has included its GILTI provision associated with current-year operations solely within the estimated annual effective tax rate and has not provided additional GILTI on deferred items.

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Share-Based Compensation

21 unchanged sentences

Under the treasury stock method, the weighted average number of common shares outstanding is increased by the potentially dilutive common shares.

Potentially dilutive shares are

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

related to our restricted stock, stock options, time-vesting RSUs, and performance-vesting RSUs.

Potentially dilutive shares are related to our restricted stock, stock options, time-vesting RSUs, and performance-vesting RSUs.

To the extent that there is a net loss, CRA assumes all common stock equivalents to be anti-dilutive, and they are excluded from diluted weighted-average shares outstanding.

Recent Accounting Standards

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

On December 28, 2024, CRA adopted Accounting Standards Update ("ASU") No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which established reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

Recent Accounting Standards Not Yet Adopted

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

In December 2023, the FASB issued Accounting Standards Update ("ASU") No.

On January 3, 2026, CRA retrospectively adopted Accounting Standards Update ("ASU") No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ("ASU 2023-09") .

The ASU requires disclosure of specific categories in the rate reconciliation, provide additional information for reconciling items that meet a quantitative threshold, disclose the amount of income taxes paid disaggregated by federal, state, foreign taxes, and individual jurisdiction.

ASU 2023-09 also requires income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign.

ASU 2023-09 is effective for CRA for annual periods beginning after December 15, 2024.

CRA plans to adopt the amendment during the annual reporting for fiscal year 2025.

CRA has begun to assess the impact of the amendment and has modeled out the changes to its income tax disclosures.

As the amendment relates solely to disclosures, the adoption is not expected to have an effect on CRA's financial results.

Improvements to Income Tax Disclosures , which requires disclosure of specific categories in the rate reconciliation, provides additional information for reconciling items that meet a quantitative threshold, discloses the amount of income taxes paid disaggregated by federal, state, foreign taxes, and individual jurisdiction.

ASU 2023-09 also requires income

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign.

Recent Accounting Standards Not Yet Adopted

Interim Reporting (Topic 270):

Narrow‑Scope Improvements

In December 2025, the FASB issued ASU 2025‑11, Interim Reporting (Topic 270):

Narrow‑Scope Improvements (“ASU 2025‑11”).

The ASU is intended to improve the navigability of interim reporting guidance by clarifying when Topic 270 applies, enhancing the organization of required interim disclosures, and providing additional direction on the form and content of interim financial statements.

The amendments introduce a disclosure principle requiring entities to disclose events occurring after the end of the most recent annual reporting period that have a material impact on the entity.

The ASU also compiles a comprehensive list of interim disclosures currently required under GAAP, without expanding or reducing existing requirements.

ASU 2025‑11 is effective for interim periods within annual reporting periods beginning after December 15, 2027, for public business entities, with early adoption permitted.

CRA is evaluating the impact of the amendments and does not expect them to materially affect its interim reporting, as the changes primarily clarify existing disclosure requirements.

Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued Accounting Standards Update ("ASU") No.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

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The ASU requires disclosure, in the notes to the financial statements, specified information about certain costs and expenses including employee compensation, depreciation, and intangible asset amortization.

ASU 2024-03 is effective for CRA for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

CRA is in the process of evaluating the impact of adopting ASU 2024-03.

ASU 2024-03, further clarified in ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense

Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date is effective for CRA for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

CRA expects the adoption of this ASU will have no impact on its financial position or its results of operations, but will result in additional disclosures.

Revenues and Allowances

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The following tables disaggregate CRA's revenue by type of contract and geographic location (in thousands):

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended Year Ended Year Ended

Type of Contract December 28,

Type of Contract January 3,

Consulting services revenues:

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Revenues have been attributed to locations based on the location of the legal entity generating the revenues.

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended Year Ended Year Ended

Geographic Breakdown December 28,

Geographic Breakdown January 3,

Consulting services revenues:

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Variable consideration reserves are based on specific price concessions and those expected to be extended to CRA customers estimated by CRA's historical realization rates.

Reserves for variable consideration are recorded as a component of the allowances for accounts receivable and unbilled services on the consolidated balance sheets.

Reserves for variable consideration are recorded as a component of the allowances for accounts receivable and unbilled services on the consolidated balance sheet.

Adjustments to the reserves for variable consideration are included in revenues on the consolidated statements of operations.

CRA also maintains allowances for accounts receivable and unbilled services for estimated losses resulting from clients’ failure to make required payments.

Under ASC 326, CRA estimates allowances based on historical charge-off rates, adjusted for days sales outstanding and expected changes to clients’ financial conditions during the anticipated collection period.

Bad debt expense, net of recoveries of previously written off allowances, is recorded as a component of selling, general and administrative expenses on the consolidated statements of operations.

A rollforward of the variable consideration and doubtful accounts reserves for accounts receivable, which includes allowances for doubtful accounts of $ 1.1 million and $ 0.6 million as of December 28, 2024 and December 30, 2023, respectively, is as follows (in thousands):

Under ASC Topic 326, Financial Instruments—Credit Losses , CRA estimates allowances based on historical charge-off rates, adjusted for days sales outstanding and expected changes to clients’ financial conditions during the anticipated collection period.

Bad debt expense, net of recoveries of previously written off allowances, is recorded as a component of selling, general and administrative expenses on the consolidated statement of operations.

A rollforward of the variable consideration and doubtful accounts reserves for accounts receivable, which includes allowances for doubtful accounts of $ 1.8 million and $ 1.1 million as of January 3, 2026 and December 28, 2024, respectively, is as follows (in thousands):

Fiscal Year Fiscal Year

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Balance at end of fiscal year $ 6,664 $ 5,659

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A rollforward of the variable consideration and doubtful accounts reserves for unbilled services is as follows (in thousands):

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Balance at end of fiscal year $ 1,489 $ 1,411

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents CRA's bad debt expense, net of recoveries of previously written off allowances (in thousands):

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Reimbursable Expenses

Revenues also include reimbursements for costs incurred by CRA in fulfilling its performance obligations, including travel and other out-of-pocket expenses, fees for outside consultants, and other reimbursable expenses.

Revenues also include reimbursements for costs incurred by CRA in fulfilling its performance obligations, including those relating to travel, out-of-pocket expenses, outside consultants and other third-party vendor expenses.

CRA recovers substantially all of these costs.

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Contract Balances from Contracts with Customers

The timing of revenue recognition, billings, and cash collections results in accounts receivables, unbilled services, and contract liabilities in the consolidated balance sheets.

The timing of revenue recognition, billings, and cash collections results in accounts receivables, unbilled services, and contract liabilities in the consolidated balance sheet.

Revenues recognized for services performed, but not yet billed to clients, are recorded as unbilled services.

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The contract assets balance was immaterial as of December 28, 2024 and December 30, 2023.

The contract assets balance was immaterial as of January 3, 2026, December 28, 2024 and December 30, 2023.

When consideration is received, or such consideration is unconditionally due from a customer prior to transferring consulting services to the customer under the terms of a contract, a contract liability is recorded.

Contract liabilities are recognized as revenue after performance obligations have been satisfied and all revenue recognition criteria have been met.

Contract liabilities are included in deferred revenue and other liabilities in the consolidated balance sheets.

Contract liabilities are included in deferred revenue and other liabilities in the consolidated balance sheet.

The following table presents the closing balances of CRA's contract liabilities (in thousands):

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended Year Ended Year Ended

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CRA recognized the following revenue that was included in the contract liabilities balance as of the opening of the respective period or for performance obligations satisfied in previous periods (in thousands):

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended Year Ended Year Ended

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A portion of these loans is collateralized.

The forgivable loans have terms that are generally between two and six years with interest rates currently ranging up to 5.12 %.

The forgivable loans have terms that are generally between two and eight years with interest rates currently between 0.43 % and 5.12 %.

The principal amount of forgivable loans and accrued interest is forgiven by CRA over the term of the loans, so long as the employee or non-employee expert continues employment or affiliation with CRA and complies with certain contractual requirements.

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Reclassifications from accrued expenses or to other assets (1)

( 2,203 ) ( 9,989 )

Amortization (2)

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(1) Relates to the reclassification of performance awards previously recorded as accrued expenses or forgivable loans that have been reclassified to other receivables.

(2) During the quarter ended June 29, 2024, approximately $ 5.7 million of amortization was accelerated due to involuntary terminations.

(2) During the fiscal years ended January 3, 2026 and December 28, 2024, approximately $ 1.1 million and $ 5.7 million, respectively, of amortization was accelerated due to terminations.

The components of CRA's lease expenses, which are included in the consolidated statements of operations, are as follows (in thousands):

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended Year Ended Year Ended

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The following table presents summary information for CRA's lease terms and discount rates for its operating leases:

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2026 December 28,

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Weighted average discount rate—operating leases 4.3 % 3.9 % 3.6 %

At December 28, 2024, CRA had the following maturities of lease liabilities related to office space, all of which are under non-cancellable operating leases (in thousands):

At January 3, 2026, CRA had the following maturities of lease liabilities related to office space, all of which are under non-cancellable operating leases (in thousands):

Fiscal Year Operating Lease

4 unchanged sentences

Total $ 93,232

Certain of our operating leases have terms that impose asset retirement obligations due to office modifications or the periodic redecoration of the premises, which are included in accrued expenses and deferred compensation and other non-current liabilities in our consolidated balance sheets.

As of December 28, 2024 and December 30, 2023, these redecoration and asset retirement obligations were approximately $ 2.4 million and $ 2.2 million, respectively.

As of December 28, 2024, CRA had no additional operating leases that had not yet commenced.

As of January 3, 2026 and December 28, 2024, these redecoration and asset retirement obligations were approximately $ 2.6 million and $ 2.4 million, respectively.

As of January 3, 2026, CRA had no additional operating leases that had not yet commenced.

Goodwill and Intangible Assets

4 unchanged sentences

Goodwill, net at beginning of fiscal year 93,737 93,989

Additions due to acquisitions — 415

Foreign currency translation adjustment 981 ( 252 )

Goodwill, net at end of fiscal year $ 94,718 $ 93,737

Goodwill, net at December 28, 2024, is comprised of goodwill of $ 165.6 million and accumulated impairment of $ 71.9 million.

Goodwill, net at January 3, 2026, is comprised of goodwill of $ 166.6 million and accumulated impairment of $ 71.9 million.

There were no impairment losses related to goodwill during fiscal 2025, fiscal 2024, or fiscal 2023.

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Intangible assets that are separable from goodwill and have determinable useful lives are valued separately and amortized using the straight-line method over their expected useful lives.

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The components of acquired identifiable intangible assets are as follows (in thousands):

December 28, 2024 December 30, 2023

January 3, 2026 December 28, 2024

Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount

Customer relationships 10 15,300 ( 9,614 ) 5,686 15,300 ( 8,084 ) 7,216

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As a result of an asset acquisition in CRA's intellectual property practice, CRA recognized $ 1.5 million of intangible assets related to customer relationships during the second quarter of fiscal 2024.

Amortization expense related to intangible assets was $ 1.5 million, $ 1.5 million, and $ 1.4 million for fiscal 2025, fiscal 2024, and fiscal 2023, respectively.

Amortization of intangible assets held at December 28, 2024 for the next five fiscal years and thereafter is expected to be as follows (in thousands):

Amortization of intangible assets held at January 3, 2026 for the next five fiscal years and thereafter is expected to be as follows (in thousands):

Fiscal Year Amortization

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Long-lived assets by geographic location are as follows (in thousands):

Geographic Breakdown December 28,

Geographic Breakdown January 3,

2026 December 28,

4 unchanged sentences

Total long-lived assets (property and equipment, net) $ 36,713 $ 45,205

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Accrued Expenses

6 unchanged sentences

Total accrued expenses $ 223,460 $ 181,413

As of December 28, 2024 and December 30, 2023, approximately $ 144.2 million and $ 121.2 million, respectively, of accrued bonuses for fiscal 2024 and fiscal 2023 were included above in "Compensation and related expenses".

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of January 3, 2026 and December 28, 2024, approximately $ 161.5 million and $ 144.2 million, respectively, of accrued bonuses for fiscal 2025 and fiscal 2024 were included above in "Compensation and related expenses".

The components of income before provision for income taxes are as follows (in thousands):

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A reconciliation of CRA's tax rates with the federal statutory rate is as follows:

Fiscal Year Fiscal Year Fiscal Year

Year Ended Year Ended Year Ended

2026 December 28,

2024 December 30,

federal statutory tax rate $ 16,080 21.0 % $ 13,911 21.0 % $ 10,980 21.0 %

State and local income taxes, net of federal income tax effect (1) (2) (3)

3,428 4.5 3,776 5.7 2,755 5.3

Federal statutory rate 21.0 % 21.0 % 21.0 %

State income taxes, net of federal income tax benefit 6.0 5.0 5.2

Foreign Rate Differential 1.2 0.6 ( 0.4 )

Share-based compensation ( 0.8 ) ( 1.1 ) ( 2.4 )

Meals & Entertainment Expense 0.8 0.9 0.3

Foreign tax effects

Changes in valuation allowance — — — — ( 788 ) ( 1.5 )

Other 23 — 28 — ( 300 ) ( 0.6 )

Other foreign jurisdictions 490 0.7 993 1.5 522 1.0

Effect of cross border tax laws ( 628 ) ( 0.8 ) ( 477 ) ( 0.7 ) ( 414 ) ( 0.8 )

Nontaxable or nondeductible items

Executive compensation 1,625 2.1 998 1.5 874 1.7

Valuation Allowance — ( 1.5 ) 0.7

Other 415 0.5 189 0.3 163 0.3

Annual effective tax rate 29.6 % 26.4 % 25.8 %

Changes in unrecognized tax benefits 352 0.5 201 0.3 ( 35 ) ( 0.1 )

Other adjustments 6 — ( 30 ) — 50 0.1

Effective tax rate $ 21,791 28.5 % $ 19,589 29.6 % $ 13,807 26.4 %

_______________________________

(1) For the fiscal year ended January 3, 2026, state taxes in California, New York, and Illinois made up the majority (greater than 50%) of the tax effect in this category.

(2) For the fiscal year ended December 28, 2024, state taxes in California, Massachusetts, and New York made up the majority (greater than 50%) of the tax effect in this category.

(3) For the fiscal year ended December 30, 2023, state taxes in California, Massachusetts, and Illinois made up the majority (greater than 50%) of the tax effect in this category.

The components of CRA's deferred tax assets and liabilities are as follows (in thousands):

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Net deferred tax assets $ 17,233 $ 15,461

At December 28, 2024, CRA had U.S.

local and foreign net operating loss carryforwards of $ 2.0 million, a decrease of $ 0.6 million from the prior fiscal year-end, with lives ranging from 20 years to indefinite.

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

At January 3, 2026, CRA had foreign net operating loss carryforwards of $ 2.4 million with indefinite life, an increase of $ 0.4 million from the prior fiscal year-end.

The change in the total valuation allowance for the current fiscal year was immaterial.

The aggregate changes in the balances of gross unrecognized tax benefits were as follows (in thousands):

The aggreg ate changes in the balances of gross unrecognized tax benefits were as follows (in thousands):

Fiscal Year Fiscal Year

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Balance at end of the period $ 1,077 $ 735

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CRA files income tax returns in the U.S.

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A number of years may elapse before an uncertain tax position is audited and finally resolved.

While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, CRA believes that its unrecognized tax benefits reflect the most likely outcome.

While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, CRA believes that its unre cognized tax benefits reflect the most likely outcome.

At the end of fiscal 2025, accrued interest for uncertain tax positions was immaterial.

CRA's total unrecognized tax benefit at the end of fiscal 2024 is $ 0.7 million.

C RA's total unrecognized tax benef it at the end of fiscal 2025 is $1.1 million.

Settlement of any particular position could require the use of cash.

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CRA considers all other undistributed earnings to be indefinitely reinvested.

Foreign withholding taxes, estimated to be $ 0.5 million, have not been recorded for these foreign subsidiaries.

Foreign withholding taxes, estimated t o be $ 0.7 million, have not been recorded for these foreign subsidiaries.

Share-Based Compensation

CRA recorded approximately $ 5.3 million, $ 4.4 million, and $ 4.8 million of compensation expense for fiscal 2024, fiscal 2023, and fiscal 2022, respectively, for share-based awards consisting of stock options, shares of restricted stock, time-vesting restricted stock units, and performance-vesting restricted stock units issued to employees and directors, based on their respective estimated grant date fair values.

CRA recorded approximately $ 5.9 million, $ 5.3 million, and $ 4.4 million of compensation expense for fiscal 2025, fiscal 2024, and fiscal 2023, respectively, for share-based awards consisting of, shares of restricted stock, time-vesting restricted stock units, and performance-vesting restricted stock units issued to employees and directors, based on their respective estimated grant date fair values.

Performance-vesting restricted stock units are expensed using the graded attribution method.

Share-based Compensation Plans.

As of December 28, 2024, CRA's active equity-based compensation plans consist of its Amended and Restated 2006 Equity Incentive Plan, as amended (the "2006 Equity Plan"), and its 1998 Employee Stock Purchase Plan (the "1998 ESPP"), a tax-qualified plan under Section 423 of the Internal Revenue Code.

As of January 3, 2026, CRA's active equity-based compensation plans consist of its 2006 Equity Plan, and its 1998 Employee Stock Purchase Plan (the "1998 ESPP"), a tax-qualified plan under Section 423 of the Internal Revenue Code.

CRA has a long-term incentive program, or "LTIP," which is used as a framework for grants made under the 2006 Equity Plan to its senior corporate leaders, practice leaders and key revenue generators.

Under the LTIP, participants have received a mixture of stock options, time-vesting restricted stock units, and performance-vesting restricted stock units.

CRA's Cash Incentive Plan facilitates grants to LTIP participants of service-based and performance-based cash awards as a component of the LTIP.

The LTIP is designed to reward CRA's senior corporate leaders, practice leaders and key revenue generators and provide them with the opportunity to share in the long-term growth of CRA.

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The 2006 Equity Plan authorizes the grant of a variety of incentive and performance awards to CRA's directors, employees and non-employee experts, including stock options, shares of restricted stock, restricted stock units, and other equity awards.

The shares available for grant under the 2006 Equity Plan as of December 28, 2024 was 585,026 .

The shares available for grant under the 2006 Equity Plan as of January 3, 2026 was 548,322 .

CRA INTERNATIONAL, INC.

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Forfeited — $ — $ —

Outstanding at December 28, 2024 45,200 $ 46.15 3.45 $ 6,359

Option exercisable at December 28, 2024 45,200 $ 46.15 3.45 $ 6,359

Vested or expected to vest at December 28, 2024 45,200 $ 46.15 3.45 $ 6,359

Outstanding at January 3, 2026 45,200 $ 46.15 2.44 $ 6,977

Option exercisable at January 3, 2026 45,200 $ 46.15 2.44 $ 6,977

Vested or expected to vest at January 3, 2026 45,200 $ 46.15 2.44 $ 6,977

There were no stock options granted in fiscal 2025, fiscal 2024, and fiscal 2023 .

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CRA believes its historical experience is an appropriate indicator of future forfeitures.

No stock options were exercised in fiscal 2024.

The aggregate intrinsic value of stock options exercised in fiscal 2023, and fiscal 2022 was approximately $ 1.5 million, and $ 4.9 million, respectively.

There were no stock options that vested during fiscal 2024 and 2023.

The total fair value of stock options that vested during fiscal 2022 was $ 0.1 million.

As of December 28, 2024, there was no unrecognized compensation cost, net of expected forfeitures, related to non-vested stock options granted.

No stock options were exercised in fiscal 2025 and fiscal 2024.

The aggregate intrinsic value of stock options exercised in fiscal 2023 was approximately $ 1.5 million.

There were no stock options that vested during fiscal 2025, fiscal 2024, and fiscal 2023.

As of January 3, 2026, there was no unrecognized compensation cost, net of expected forfeitures, related to non-vested stock options granted.

Options granted during or prior to fiscal 2016 expire on the seventh anniversary of the date of grant.

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Generally, shares of restricted stock vest in four equal annual installments beginning on the first anniversary of the date of grant.

Total unrecognized compensation cost, net of expected forfeitures, related to shares of restricted stock as of December 28, 2024 was $ 1.6 million, which is expected to be recognized over a weighted-average period of 2.8 years.

Total unrecognized compensation cost, net of expected forfeitures, related to shares of restricted stock as of January 3, 2026 was $ 1.7 million, which is expected to be recognized over a weighted-average period of 2.7 years.

The forfeiture rate of 0.9 % used for shares of restricted stock was based upon historical experience.

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Forfeited — $ —

Non-vested at December 28, 2024 17,909 $ 119.30

Non-vested at January 3, 2026 14,855 $ 145.31

CRA INTERNATIONAL, INC.

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Generally, time-vesting restricted stock units vest in four or five equal annual installments beginning on the first anniversary of the date of grant.

Total unrecognized compensation cost, net of expected forfeitures, related to time-vesting restricted stock units as of December 28, 2024 was $ 3.1 million, which is expected to be recognized over a weighted-average period of 2.2 years.

Total unrecognized compensation cost, net of expected forfeitures, related to time-vesting restricted stock units as of January 3, 2026 was $ 2.1 million, which is expected to be recognized over a weighted-average period of 2.5 years.

The forfeiture rate of 3.2 % used for time-vesting restricted stock units was based upon historical experience.

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Forfeited ( 3,681 ) $ 137.61

Non-vested at December 28, 2024 48,392 $ 100.93

Non-vested at January 3, 2026 36,329 $ 133.01

The total fair value of time-vesting restricted stock units that vested during fiscal 2025, fiscal 2024, and fiscal 2023 was $ 1.7 million, $ 1.8 million, and $ 1.6 million, respectively.

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Forfeited ( 9,277 ) $ 115.91

Non-vested at December 28, 2024 68,548 $ 118.95

Non-vested at January 3, 2026 56,780 $ 150.48

CRA INTERNATIONAL, INC.

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In fiscal 2025, fiscal 2024, and fiscal 2023, there were no offering periods under this plan and no shares were issued.

As of December 28, 2024, there were 211,777 shares available for grant under the 1998 ESPP.

As of January 3, 2026, there were 211,777 shares available for grant under the 1998 ESPP.

Net Income Per Share

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of December 28, 2024, CRA did not have any financial instruments measured at fair value on a recurring basis.

The following table shows CRA's financial instruments recorded in the consolidated financial statements as of December 30,

2023, which are measured at fair value on a recurring basis (in thousands):

December 30, 2023

Level 1 Level 2 Level 3

Money market mutual funds $ — $ — $ —

Total Assets $ — $ — $ —

Contingent consideration liability $ — $ — $ 190

Total Liabilities $ — $ — $ 190

The contingent consideration liability in the table above is for estimated future contingent consideration payments related to the acquisition of bioStrategies Group, Inc.

The fair value measurement of this liability is based on significant inputs not observed in the market and thus represents a Level 3 measurement.

The significant unobservable inputs used in the fair value measurement of this contingent consideration liability is CRA's measure of the estimated payout based on internally generated revenue projections, expected volatility of the revenue projections, and discount rates.

The fair value of the contingent consideration was determined using a Monte Carlo simulation.

The fair value of this contingent consideration liability is reassessed on a quarterly basis by CRA using additional information as it becomes available, and any change in the fair value estimate is recorded in costs of services (exclusive of depreciation and amortization) on the consolidated statements of operations.

As of January 3, 2026 and December 28, 2024, CRA did not have any financial instruments measured at fair value on a recurring basis.

The contingent consideration liability pertained to estimated future contingent consideration payments related to the acquisition of bioStrategies Group, Inc.

during fiscal 2022.

The following table summarizes the changes in the contingent consideration liability (in thousands):

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dollars, a rate based on Term SOFR (as defined in the Credit Agreement) for the applicable interest period, (iii) in the case of borrowings in Euros, EURIBOR (as defined in the Credit Agreement) for the applicable interest period, (iv) in the case of borrowings in Pounds Sterling, a daily rate based on SONIA (as defined in the Credit Agreement), (v) in the case of borrowings in Canadian Dollars, Term CORRA (as defined in the Credit Agreement) for the applicable interest period, (vi) in the case of borrowings in Swiss Francs, a daily rate based on SARON (as defined in the Credit Agreement), or (vii) in the case of borrowings in any other Alternate Currency (as defined in the Credit Agreement), the relevant daily or term rate determined as provided in the Credit Agreement.

The applicable margin

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

on borrowings based on the Base Rate varies within a range of 0.25 % to 1.00 % depending on CRA's consolidated net leverage ratio, and the applicable margin on borrowings based on any of the other rates described above varies within a range of 1.25 % to 2.00 % depending on CRA's consolidated net leverage ratio.

The applicable margin on borrowings based on the Base Rate varies within a range of 0.25 % to 1.00 % depending on CRA's consolidated net leverage ratio, and the applicable margin on borrowings based on any of the other rates described above varies within a range of 1.25 % to 2.00 % depending on CRA's consolidated net leverage ratio.

CRA is required to pay a fee on the amount available to be drawn under any letter of credit issued under the revolving credit facility at a rate per annum that varies between 1.25 % and 2.00 % depending on CRA's consolidated net leverage ratio.

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Any indebtedness outstanding under the revolving credit facility may become immediately due upon the occurrence of stated events of default, including CRA's failure to pay principal, interest or fees, or upon the breach of any covenant.

As of December 28, 2024, CRA was in compliance with the covenants of the Credit Agreement.

There were no borrowings outstanding under the Credit Agreement as of December 28, 2024 or December 30, 2023.

As of December 28, 2024, the amount available under the revolving credit facility was reduced by certain letters of credit outstanding, which amounted to $ 4.0 million.

As of January 3, 2026, CRA was in compliance with the covenants of the Credit Agreement.

There was $ 34.0 million in borrowings outstanding under the revolving credit facility as of January 3, 2026.

As of January 3, 2026, the amount available under the revolving credit facility was reduced by certain letters of credit outstanding, which amounted to $ 3.8 million.

CRA has chosen to classify the revolver as a current liability in its consolidated balance sheet, as CRA has the intent to repay the amount within 12 months after the balance sheet date.

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Employee Benefit Plans

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Segment Reporting

CRA manages its business globally within one operating segment, professional and consulting services, in accordance with ASC Topic 280, Segment Reporting (“ASC 280”).

CRA manages its business globally within one operating segment, professional and consulting services, in accordance with ASC Topic 280, Segment Reporting .

Financial information is provided to and evaluated regularly by the chief operating decision maker, which is our Chief Executive Officer.

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The accounting policies of the professional and consulting services segment are the same as those described in Note 1.

The chief operating decision maker assesses performance for the professional and consulting services segment and decides how to allocate resources based on consolidated net income that is also reported in the consolidated statements of operations as net income.

The measure of segment assets is reported in the consolidated balance sheets as total assets.

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The measure of segment assets is reported in the consolidated balance sheet as total assets.

The chief operating decision maker uses consolidated net income to evaluate income generated from segment assets and monitor operating costs to make decisions on the use of operating cash flows, including discretionary investments in capital assets.

Consolidated net income is used to monitor budget versus actual results which are used in assessing CRA's performance and in establishing discretionary compensation, talent acquisition and retention, sales targets, pricing, and other sales and operating cost decisions.

The following table represents consolidated net income reported by segment revenue, segment profit or loss, and significant segment expenses for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022, respectively (in thousands):

The following table represents consolidated net income reported by segment revenue, segment profit or loss, and significant segment expenses for the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023, respectively (in thousands):

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended Year Ended Year Ended

December 28, 2024 December 30,

2026 December 28,

2024 December 30,

Revenues $ 751,583 $ 687,414 $ 623,976

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1 Other segment expenses included in segment net income includes, rent, commissions to non-employee experts, legal and professional services, software subscription and data services, travel and entertainment expenses, training and marketing expenses, other operating expenses, depreciation and amortization, interest expense, net, and foreign currency gains (losses), net.

Business Acquisition

On February 28, 2022, CRA acquired substantially all business assets and assumed certain liabilities of Welch Consulting, Ltd.

(“Welch Consulting”), a Texas limited partnership.

Welch Consulting provided economic, business, and strategic consulting services principally involving labor and employment issues.

The acquisition expanded CRA’s business opportunities, expertise, and market presence with the addition of 45 colleagues and offices in Bryan, Texas;

Los Angeles, California;

and Washington, D.C.

A non-employee expert of CRA served as an agent and attorney-in-fact on behalf of Welch Consulting.

The non-employee expert did not receive compensation or a portion of the purchase price as part of the transaction.

On November 29, 2022, CRA acquired substantially all of the business assets and assumed certain liabilities of bSG, a Chicago-based consulting firm focused on developing commercial strategies for healthcare products and technologies.

The acquisition expanded CRA’s business opportunities, expertise, and market presence with the addition of 17 colleagues with an office in Chicago, Illinois.

Transaction related expenses, which are principally legal and accounting service fees, amounted to $ 0.3 million for the fiscal year-to-date period ended December 31, 2022 and are included in selling, general and administrative expenses in the consolidated statements of operations.

Commitments and Contingencies

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However, the outcome of such legal actions is inherently unpredictable and subject to inherent uncertainties.

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Subsequent Events

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures