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Item 5. Other Information

2026-08-06 compared with 2026-05-07 · 39 added, 17 removed, 20 unchanged (74% of the section changed)

Other Information

Amended and Restated Credit Agreement

On July 31, 2026, CRA 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 Amended and Restated Credit Agreement (the “Credit Agreement”) among the Borrowers, Bank of America, N.A., as swingline lender, a letter of credit issuing bank and administrative agent, and the other letter of credit issuing banks and lenders party thereto.

The Credit Agreement amends and restates the Company’s Credit Agreement, dated as of August 19, 2022 (as previously amended from time to time, the “Existing Credit Agreement”).

The Credit Agreement provides for aggregate credit facilities of up to $400 million, consisting of (i) a $325 million revolving credit facility, which may be decreased at the Company’s option to $250 million during the period from July 16 in a year through January 15 in the next year, and (ii) a $75 million term loan facility (collectively, the “Credit Facilities”).

Additionally, for the period of January 16 through July 15 of each year, CRA may elect not to increase the revolving credit facility from $250 million to $325 million.

The revolving credit facility includes a $70 million sublimit for borrowings by the Designated Borrowers, a $150 million sublimit for borrowings in Euros, Pounds Sterling, Canadian Dollars, Swiss Francs and any other currency (other than U.S.

Dollars) that is approved pursuant to the Credit Agreement (the “Alternative Currencies”), a $50 million sublimit for the issuance of letters of credit, and a $30 million sublimit for swingline loans by the swingline lender.

At closing, the Company borrowed $75 million under the term loan facility and $213 million was drawn under the revolving credit facility.

Also, letters of credit in the aggregate amount of approximately $3.75million that had been issued under the Existing Credit Agreement were deemed to be issued and outstanding under the new revolving credit facility.

The proceeds of the Credit Facilities were used to refinance indebtedness outstanding under the Existing Credit Agreement and proceeds of the revolving credit loans will be available for general corporate purposes, subject to our compliance with the terms of the Credit Agreement.

The revolving facility and the term loan facility mature on July 31, 2031.

The term loan facility amortizes in quarterly installments equal to 2.5% per annum of the original principal amount thereof, with the remaining outstanding principal balance due at maturity.

Borrowings under the Credit Facilities may be voluntarily prepaid from time to time without any premium or penalty (other than customary “breakage” costs) pursuant to the terms of the Credit Agreement.

The borrowings under the Credit Facilities bear interest at a rate per annum equal to one of the following rates, as selected by the relevant Borrower, in each case plus an applicable margin as described below:

(i) in the case of borrowings in U.S.

dollars by the Company, the Base Rate (as defined in the Credit Agreement), (ii) in the case of borrowings in U.S.

dollars, a rate based on Term SOFR (as defined in the Credit Agreement) for the applicable interest period or Daily SOFR (as defined in the Credit Agreement), as applicable, (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, a rate based on 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 Alternative Currency, the relevant daily or term rate determined as provided in the Credit Agreement.

The applicable margin on borrowings based on the Base Rate varies within a range of 0.25% to 1.00% depending on our consolidated net leverage ratio (as used herein as determined under the Credit Agreement), 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 our consolidated net leverage ratio.

We are 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 our consolidated net leverage ratio.

We are required to pay a fee on the unused portion of the revolving credit facility at a rate per annum that varies between 0.175% and 0.250% depending on our consolidated net leverage ratio.

Subject to certain terms and conditions set forth in the Credit Agreement, including our pro forma compliance with the financial covenants specified therein, we may request from time to time that the lenders under the Credit Agreement and/or other financial institutions that would become lenders thereunder provide increases to the revolving credit commitments and/or additional term loan commitments thereunder, provided that the aggregate principal amount of all such increase and additional commitments does not exceed the greater of $150 million and 100% of our consolidated EBITDA for the applicable trailing four-fiscal-quarter period (as determined under the Credit Agreement).

No existing lender under the Credit Agreement is obligated to provide any such increase or additional commitment.

We must comply with various customary financial and non-financial covenants under the Credit Agreement.

The primary financial covenants under the Credit Agreement consist of a maximum consolidated net leverage ratio and a minimum consolidated interest coverage ratio.

The primary non-financial covenants under the Credit Agreement limit, subject to various exceptions, our ability to incur future indebtedness, to place liens on assets, to pay dividends or other distributions on our capital stock, to repurchase our capital stock, to conduct acquisitions, to make investments and loans, to alter our capital structure and to dispose of assets.

The lenders under the Credit Agreement are entitled to accelerate repayment of the loans under the Credit Agreement upon the occurrence of any of various customary events of default, which include, among other events, failure to pay when due any principal, interest, fees or other amounts in respect of the loans (subject to a grace period for non-principal amounts), breach of any of our covenants (subject, in some cases, to certain grace periods) or representations under the loan documents, default under any of our or our subsidiaries’ indebtedness agreements above a threshold principal amount, a bankruptcy or insolvency event with respect to our or our material subsidiaries, an unsatisfied judgment against us or any of our material subsidiaries above a threshold amount, or our undergoing a change of control (as defined in the Credit Agreement).

The obligations of the Designated Borrowers under the Credit Facilities are guaranteed by the Company.

Each material U.S.

subsidiary that becomes a party to the Credit Agreement pursuant to its terms will be required to guarantee obligations under the Credit Agreement.

The obligations under the Credit Agreement are unsecured.

The forgoing description of the Credit Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q.

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

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.

During the fiscal quarter ended July 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).

Filed with this Form 10-Q Description

1 unchanged sentence

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.

10.1 X Amended and Restated Credit Agreement, dated as of July 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.

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 .

4 unchanged sentences

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).

101 X The following financial statements from CRA International, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, 2026, formatted in Inline XBRL (eXtensible Business Reporting Language), as follows:

(i) Condensed Consolidated Statements of Operations (unaudited) for the fiscal quarters ended July 4, 2026 and June 28, 2025, (ii) Condensed Consolidated Statements of Comprehensive Income (unaudited) for the fiscal quarters ended July 4, 2026 and June 28, 2025, (iii) Condensed Consolidated Balance Sheets (unaudited) at July 4, 2026 and January 3, 2026, (iv) Condensed Consolidated Statements of Cash Flows (unaudited) for the fiscal quarters ended July 4, 2026 and June 28, 2025, (v) Condensed Consolidated Statement of Shareholders’ Equity (unaudited) for the fiscal quarter ended July 4, 2026 and June 28, 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).

1 unchanged sentence

CRA INTERNATIONAL, INC.

May 7, 2026 By:

August 6, 2026 By:

President, Chief Executive Officer, and Chairman of the Board (principal executive officer)

May 7, 2026 By:

August 6, 2026 By:

/s/ ERIC NIERENBERG

1 unchanged sentence

Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer)

May 7, 2026 By:

August 6, 2026 By:

/s/ SANDRA A.

1 unchanged sentence

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-Q

Item 5. Other Information