Item 5. Other Information
ITEM 5. Other Information
Securities Trading Plans of Directors and Executive Officers
During the fiscal quarter ended April 4, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).
Credit Agreement Amendment
On May 4, 2026, the Company and its subsidiaries CRA International (UK) Limited (the “UK Borrower”) and CRA International Limited (the “Canadian Borrower”, and, together with the UK Borrower, the “Designated Borrowers”; the Designated Borrowers, together with the Company, the “Borrowers”) entered into an amendment (the “Incremental Amendment”) to the Credit Agreement, dated as of August 19, 2022 (as amended by the Incremental Amendment and any prior amendments or other modifications prior thereto, the “Credit Agreement”), among the Borrowers, certain lenders, certain letter of credit issuers, and Bank of America, N.A., as administrative agent.
Pursuant to the Incremental Amendment, the aggregate principal amount of the revolving credit facility commitments extended to the Borrowers under the Credit Agreement was increased from $250 million to $300 million (subject to the existing
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sublimits with respect to the maximum amount of the revolving credit loans to be made to the Designated Borrowers and certain other matters).
The Company may use the proceeds of the revolving credit loans to provide working capital and for other general corporate purposes, subject to compliance with the terms of the Credit Agreement. The Company may repay any borrowings under the revolving credit facility at any time (without any premium or penalty), but must repay all borrowings thereunder in no event later than August 19, 2027.
The foregoing description of the Incremental Amendment is qualified in its entirety by reference to the full text of the Incremental Amendment, a copy of which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q.
ITEM 6. Exhibits
Item No. Filed with this Form 10-Q Description
3.1 Amended and Restated Articles of Organization, as amended by the Articles of Amendment to our Articles of Organization filed on May 6, 2005 (incorporated by reference to Exhibit 3.1 to our annual report on Form 10-K filed on February 27, 2020).
3.2 Amended and Restated By-Laws, as amended (incorporated by reference to Exhibit 3.2 to our current report on Form 8-K filed on January 31, 2011).
10.1 X Consent and Waiver to Credit Agreement, dated as of March 31, 2026, by and among CRA International, Inc., CRA International (UK) Limited, and CRA International Limited, as the Borrowers, Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, the other L/C Issuers party thereto and the other Lenders party thereto.
10.2 X Amendment No. 2 to Credit Agreement, dated as of May 4, 2026, by and among CRA International, Inc., CRA International (UK) Limited, and CRA International Limited, as the Borrowers, Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, the other L/C Issuers party thereto and the other Lenders party thereto.
31.1 X Certification of Principal Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
31.2 X Certification of Principal Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
32.1 X Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
32.2 X Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
101 X The following financial statements from CRA International, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2026, formatted in Inline XBRL (eXtensible Business Reporting Language), as follows: (i) Condensed Consolidated Statements of Operations (unaudited) for the fiscal quarters ended April 4, 2026 and March 29, 2025, (ii) Condensed Consolidated Statements of Comprehensive Income (unaudited) for the fiscal quarters ended April 4, 2026 and March 29, 2025, (iii) Condensed Consolidated Balance Sheets (unaudited) at April 4, 2026 and January 3, 2026, (iv) Condensed Consolidated Statements of Cash Flows (unaudited) for the fiscal quarters ended April 4, 2026 and March 29, 2025, (v) Condensed Consolidated Statement of Shareholders’ Equity (unaudited) for the fiscal quarter ended April 4, 2026 and March 29, 2025, and (vi) Notes to Condensed Consolidated Financial Statements (unaudited).
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CRA INTERNATIONAL, INC.
Date: May 7, 2026 By: /s/ PAUL A. MALEH
Paul A. Maleh
President, Chief Executive Officer, and Chairman of the Board (principal executive officer)
Date: May 7, 2026 By: /s/ ERIC NIERENBERG
Eric Nierenberg
Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer)
Date: May 7, 2026 By: /s/ SANDRA A. DAVID
Sandra A. David
Vice President and Chief Accounting Officer (principal accounting officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.