Charles River Laboratories International (CRL) 10-K risk factor changes: FY2025 vs FY2024

Consequently, you should not consider the following to be a complete discussion of all potential risks or uncertainties [added: and the risks described below should be carefully considered together with the other information set forth in this report and in future documents we file with the SEC.]

[removed: If a counterparty] terminates a contract with us, we are typically entitled under the terms of the contract to receive revenue earned to date as well as certain other costs and, in some cases, termination fees; however, in many cases we are not entitled to any termination fees in the event of a termination.

As with all work conducted in our [removed: regulatory] [added: regulated] sites, these too are subject to government inspections.

As of the date of this filing, to our knowledge, we have not experienced [removed: an] [added: a material] information security breach or material cybersecurity incident since an event in 2019.

[removed: Further, we] [added: We] are at risk of being targeted, and we have in the past been victim to, business email compromise fraud, which results in payments being made to illegitimate bank accounts.

In addition, we may encounter [removed: in closing or] difficulty in finding buyers or alternative exit strategies at acceptable prices and terms, and in a timely [removed: manner.]

Our strategy is to deliver a comprehensive and integrated portfolio of drug discovery and non-clinical development products, services and solutions to support our clients’ [removed: discovery] [added: discovery, preclinical, early clinical] and [removed: early-stage drug research, process development,] [added: early stage] scale up and [added: early stage] manufacturing efforts, and enable them to bring new and improved therapies to market faster and more cost effectively.

In [removed: 2024,] [added: recent years,] we experienced such a lower-than-expected demand growth in a number of businesses, including the businesses that comprise our DSA reporting segment.

Factors such as insufficient capital, inflation, supply chain interruptions, inadequate forecasting, increases in construction material costs, or labor shortages [added: could interfere with the successful execution of our strategy and our ability to timely build infrastructure to satisfy capacity needs and support business growth.]

As discussed in the section above entitled “Our Strategy,” we are taking decisive action to manage the Company through the current demand environment, including appropriately right-sizing our infrastructure, [added: driving efficiency, and] optimizing operations, [added: including through process improvement, procurement synergies,] and [removed: driving efficiency] [added: implementation of a global business services model,] with a goal to protect operating margin.

Despite any precautions we take for natural disasters or other catastrophic events, these events, including terrorist attack, a pandemic, epidemic or outbreak of a disease, geopolitical conflict, information system disruption, hurricanes, tornadoes, fire, wildfire, floods and ice and snow storms, could result in damage to and closure of our or our customers’ [removed: facilities] [added: facilities, our suppliers’ facilities,] or the infrastructure on which such facilities rely.

Such disruptions could include significant delays in the shipments of our products, reduce our capacity to provide services, adversely impact unique manufacturing capabilities, result in our customers’ inability to pay for our products or [removed: services and, ultimately, result in the loss of revenue and clients.]

Any natural disaster or catastrophic event affecting [removed: us] [added: us, our customers,] or our [removed: customers] [added: suppliers,] could have a significant negative impact on our operations and financial performance.

However, research activities involving animal models have been the subject of adverse attention, including shareholder proposals and attempts to disrupt carriers from transporting large research models and actions aimed at preventing expansion of [removed: operations .][added: operations.]

Any negative attention, threats, acts of vandalism or legal action directed against our animal research or procurement activities (including species [removed: or] [added: of] research models), or our third-party service providers, such as our airline carriers or suppliers, or that restrict our or their ability to access protected or conservation areas, could impair our ability to operate our business efficiently.

[removed: Disruptions to their continued supply from time to time arise from colony health problems (including as a result of the spread of diseases), export] or [removed: import laws/restrictions or embargoes, tariffs, inflation, international trade regulations, foreign government or] economic instability, severe weather conditions, increased competition among suppliers for models, disruptions to the air travel system, activist campaigns, commercial disputes, supplier insolvency, geopolitical disputes, or other ordinary course or unanticipated events.

[removed: More broadly,] [added: For example,] in November 2022 the U.S. Department of Justice (DOJ) announced that a Cambodia supplier of non-human primates and two Cambodian officials had been criminally charged in connection with illegally importing non-human primates into the United [removed: States.][added: States, which led to an effective cessation of imports from Cambodia to the United States for a period of time.]

[removed: In] [added: Specific to the Company, in 2023, in] connection with [added: a now closed investigation by] the [removed: civil investigation,] [added: DOJ and USFWS into] the [added: Company’s conduct regarding several shipments of non-human primates from Cambodia, the] Company [removed: has] [added: announced it was] voluntarily [removed: suspended] [added: suspending] planned future shipments of Cambodia non-human primates into the United States until such time that the Company and USFWS [removed: can] [added: could] agree upon and implement additional procedures to reasonably ensure that non-human primates imported to the United States from Cambodia are purpose-bred.

Due to any pandemic, epidemic or outbreak in one or more regions in which our Cell Solutions business operates, the portion of the donor pool that typically donates may be unable, or unwilling to donate, thereby [added: significantly reducing the availability of research products upon which we rely.]

Our CDMO services establish us as a premier scientific partner for cell and gene therapy development, testing, and manufacturing; enable us to provide clients with an integrated solution from [removed: basic research] [added: analytical] and [removed: discovery] [added: process development] through cGMP production; enable us to drive efficiency and accelerate clients’ speed-to-market by integrating manufacturing and the required testing; and enable our clients to seamlessly conduct analytical testing, process development, and manufacturing for advanced modalities with the same scientific partner.

Any such delay in delivering products to our clients may create liability for us to our customers for breach of contract or cause us to experience [removed: order cancellations and loss of customers.]

Our ability to continue to grow and win new business is dependent in large part upon the ability and willingness of the pharmaceutical and biotechnology industries to continue to [removed: spend on molecules] [added: invest] in [added: discovery in] the non-clinical phases of R&D (and in particular discovery and safety assessment) and to outsource the products and services we provide.

A portion of revenue, predominantly in our RMS segment, is derived from clients at academic institutions and [added: basic] research laboratories whose funding is partially dependent on both the level and timing of funding from government sources such as the U.S. National Institutes of Health (NIH) and similar domestic and international agencies, which can be difficult to forecast.

For example, in December 2022, the FDA Modernization Act 2.0 was passed, which [removed: clarifies] [added: clarified the] methods manufacturers and sponsors [removed: can] [added: may] use to investigate the safety and efficacy of a drug.

While we are committed to working with the industry to support development and to provide the best translational models to supplement or replace traditional models as part of our [removed: 3Rs] [added: Replacement, Reduction, and Refinement (3Rs)] initiative, the use of animals in research is highly regulated and proposed changes to current regulations will need to be carefully evaluated to ensure that they do not compromise the safety and efficacy of new drugs and medical treatments.

Risk Factors – Industry Risk Factors - Several of our product and service offerings, including our non-human primate supply, are dependent on a limited source of supply that, [added: when interrupted, adversely affects our business”, and “Item 3.]

Implementation of healthcare reform legislation, [removed: such as] [added: including] certain provisions of the Inflation Reduction Act, may [removed: have certain] [added: offer some] benefits, but [removed: also] may [removed: contain] [added: also introduce] costs [removed: that could limit the profits] [added: or changes] that [removed: can be made from] [added: affect] the [removed: development of] [added: potential financial returns associated with developing] new drugs.

While it is not possible to predict whether and when any such changes will occur, [removed: changes] [added: updates] at the local, state or federal level, or [removed: in] [added: to] laws and regulations in [removed: effect in] foreign jurisdictions [removed: in which] [added: where] we operate or [removed: have] [added: maintain] business relationships, may [removed: significantly impact] [added: materially affect] our domestic [removed: and foreign businesses] and/or [removed: those of our clients.][added: international operations.]

In addition, subsequently the FDA conducted an inspection at the same Company facility resulting in the Company receiving a Form FDA 483 Notice of Inspectional [removed: Observations which the Company is in process of responding to, and which will include commitments to mitigate identified observations.][added: Observations.]

These types of events, including manufacturing disruptions, delays in clients’ clinical programs, [added: commercial disputes, legal actions,] and/or failures to obtain marketing approvals may adversely affect our business and/or results of operations.

Over the past decade, pharmaceutical and biotechnology companies have generally increased their outsourcing of non-clinical and clinical research support activities, such as [removed: discovery and] [added: drug discovery,] safety [removed: assessment.][added: assessment and clinical trial support.]

The scientific community continues to develop [removed: cell-based and new alternative model methodologies (NAMs),] [added: NAMs,] which do not involve working with animal models and are designed to increase the translation from findings in early-stage discovery and pre-clinical studies to human studies, and vice-versa.

It is our strategy to explore new technologies to refine and potentially reduce the use of animal models and animal derived products as new [removed: *in vitro*] [added: in vitro] and [removed: *in silico*] [added: in silico] methods become available and synthetically-manufactured products become validated with sufficient data to ensure public safety.

Our ability to gain access to such technologies depends, in part, on our ability to convince innovators that we can successfully [added: develop and commercialize their inventions.]

Our donor collection [removed: centers are] [added: center is] registered with the FDA and the FDA periodically conducts inspections of those facilities and operations.

The EU GDPR also imposes specific restrictions on the transfer of personal data to countries outside of the EU and EEA, including the use of appropriate safeguards to enable such transfers, such as Standard Contractual Clauses (SCCs) and the [removed: EU-US Data Privacy Framework (DPF).][added: EU-]

[removed: Moreover,] [added: Similarly,] we are subject to the privacy and data protection laws of China, including the Personal Information Protection Law (PIPL) and Data Security Law (DSL), which promulgated requirements relating to the collection, processing, transfer and security of personal information in or from China.

Any actual or perceived failure to comply with any such laws, rules, regulations, standards or contractual obligations could subject us to denial of the right to conduct business, significant fines, civil or criminal penalties, costly litigation (including class [added: actions), government investigation or inquiries, enforcement actions, claims, proceedings, judgements, awards, penalties, sanctions or other adverse impacts that could have a material adverse effect on our business.]

To protect our intellectual property rights, we primarily rely upon trade secret, patent, [added: trademark,] and copyright law, as well as contractual provisions relating to intellectual property ownership and control and confidentiality.

Unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Company, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (3) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Company’s certificate of incorporation [added: or the Company’s by-laws (in each case, as they may be amended from time to time), or (4) any action asserting a claim governed by the internal affairs doctrine shall be a state court located within the state of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).]

- Uncertainties with respect to the development, deployment, and use of artificial intelligence present new risks and challenges and could adversely affect our business and reputation.

- Our review of potential strategic alternatives may not result in an executed or consummated transaction or other strategic alternative, and the process of reviewing strategic alternatives or the outcome could adversely affect our business.

- Significant developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition can have an adverse effect on our business and financial statements.

If a counterparty

We leverage software and hardware solutions from technology and services providers, including software-as-a-service and public cloud infrastructure, who have been subject to cybersecurity incidents in the past and may have incidents or breaches in the future.

As of the date of this filing, to our knowledge, no prior cybersecurity incident or breach at a third party has had a material impact on our business.

However, future incidents or breaches could cause us to suffer significant harm.

Uncertainties with respect to the development, deployment, and use of artificial intelligence present new risks and challenges and could adversely affect our business and reputation.

We, along with many businesses in the biopharmaceutical industry, are adopting and exploring the use of artificial intelligence (AI) in our business, and as an emerging and rapidly evolving technology, our use of AI introduces potential opportunities but also presents risks that could adversely affect our operations, information security and reputation.

For example, algorithms may be flawed; data sets may be insufficient, of poor quality, or contain biased information; and inappropriate or controversial data practices by data scientists, engineers, and end-users could impair results.

If the analyses that artificial intelligence-based applications assist in producing are deficient or inaccurate, we could be subjected to competitive harm, potential legal liability and brand or reputational harm.

Use of AI-based software may also lead to cybersecurity risks or the release of confidential proprietary information, including personal data, which may impact our ability to realize the benefit of our intellectual property or violate our internal policies, data protection laws or contractual requirements.

The use of AI-based software may also result in unauthorized access of personal data or the intellectual property of third parties.

The legal and regulatory landscape regarding the use of AI is rapidly evolving, including in the areas of intellectual property, cybersecurity, and privacy and data protection.

Compliance may impose operational costs and limit our ability to use AI-based software, and failure to comply may result in potential government actions, litigation, fines, penalties or adverse publicity.

- difficulties in achieving business and financial success (due to unplanned events such as ongoing geopolitical conflicts or economic factors such as fluctuations in interest and foreign exchange rates, as well as tax regulations);

manner.

As a focus, CRL aims to be the premier provider of products and services that ensure our clients develop, produce and release their products safely.

Similarly, if we are unable to successfully execute on the Board of Directors’ comprehensive strategic review and evaluation of Charles River’s business and growth prospects, this could negatively impact our future results of operations and market capitalization.

Similarly, we are working to execute the Board of Directors’ comprehensive strategic review and evaluation of Charles River’s business and growth prospects.

- changes in trade relationships, including new tariffs, trade protection measures, import or export licensing requirements, trade embargoes and sanctions, and other trade barriers;

services and, ultimately, result in the loss of revenue and clients.

Our review of potential strategic alternatives may not result in an executed or consummated transaction or other strategic alternative, and the process of reviewing strategic alternatives or the outcome could adversely affect our business.

On May 6, 2025, in connection with a Cooperation Agreement entered into with a large shareholder of the Company, we agreed, among other things, to have the Strategic Planning and Capital Allocation Committee of our Board of Directors oversee and direct a comprehensive strategic review and evaluation of the Company’s business and prospects, including an examination of various alternatives to enhance long-term stockholder value.

On November 5, 2025, the Company announced that, as part of our Board of Directors’ comprehensive strategic review of our business and growth prospects, we will focus on strategic initiatives to strengthen our leading scientific portfolio within our core markets through strategic acquisitions, partnerships, and internal investments; divest certain non-core assets; maximize our financial performance, including by implementing additional initiatives aimed at driving greater operating efficiency, which are expected to generate incremental net cost savings; and maintain a disciplined approach to capital deployment through regularly evaluating the optimal balance between strategic acquisitions, stock repurchases, debt repayment, and other uses of capital.

There is no assurance that the process will result in the approval or completion of any specific transaction or outcome.

Further, there is no guarantee that any transaction resulting from the strategic review will ultimately benefit our stockholders.

The process of reviewing potential strategic and operational alternatives is time consuming and costly and may divert management’s attention.

It may also be disruptive to our business operations and long-term planning, which may cause concern to our current or potential investors, customers, employees, strategic partners, vendors and other stakeholders and may have a material impact on our operating results or result in increased volatility in our stock price.

Any potential transaction or other strategic alternative, including, without limitation the acquisitions of the assets of K.F. (Cambodia) Ltd. and Pathoquest SAS, would be dependent on a number of factors that may be beyond our control, including, among other things, market conditions, industry trends, regulatory approvals, and the availability of financing for a potential transaction on favorable terms.

There can be no assurance that any potential transaction or other strategic alternative will be successfully implemented, achieve the intended benefits or provide greater value to our stockholders than that reflected in the current price of our common stock.

Until the review process is concluded, perceived uncertainties related to our future may result in the loss of potential business opportunities, volatility in the market price of our common stock and difficulty attracting and retaining qualified talent and business partners.

Disruptions to their continued supply from time to time arise from colony health problems (including as a result of the spread of diseases), export or import laws/restrictions or embargoes, tariffs, inflation, international trade regulations, foreign government

More broadly, legal matters and investigations may have ancillary impacts that impair supply chain access.

In November 2025, the Company received USFWS CITES clearance to import Cambodian NHPs into the United States, and has resumed such activity.

order cancellations and loss of customers.

This policy was subject to an injunction at the district court and appellate court levels.

However, in August 2025, the United States Supreme Court ruled that the lower courts did not have jurisdiction to reinstate the grant funding, allowing nearly $800 million in federal grants to be terminated.

Some changes in regulations, including the relaxation of certain requirements or the use of streamlined or expedited approval procedures, may reduce the scope of preclinical testing needed.

Other changes that increase regulatory obligations or affect the competitiveness of our services may lessen the demand for certain offerings.

and the risks described below should be carefully considered together with the other information set forth in this report and in future documents we file with the SEC.

- difficulties in achieving business and financial success (due to unplanned events such as ongoing geopolitical conflicts, such as between the Russian Federation and Ukraine, and between Israel and Hamas, as well as the US-China relationship which could potentially influence sourcing patterns and tariff costs);

could interfere with the successful execution of our strategy and our ability to timely build infrastructure to satisfy capacity needs and support business growth.

- tariff regulations;

While the Company was not named or referenced in the November 2022 proceedings, the Company shortly thereafter announced that Cambodia was the primary country of origin for non-human primates imports to Charles River, and that it had begun to operate under the expectation that for some time period supply of Cambodia-sourced non-human primates (which according to CDC statistics, at that time accounted for approximately 60% of supply to the United States) would be difficult to obtain in the United States.

Subsequent to the Company’s announcement, USFWS denied clearance to certain shipments of non-human primates the Company had received from Cambodia.

And as noted in Item 3.

“Legal Proceedings” in this Annual Report on Form 10-K, in February 2023 the Company received a grand jury subpoena requesting certain documents related to an investigation by the DOJ and the USFWS into the Company’s conduct regarding several shipments of non-human primates from Cambodia, which is occurring in parallel to a civil investigation being undertaken by the DOJ and USFWS.

Additionally, in May 2023, the Company received an inquiry from the Enforcement Division of the SEC requesting it to voluntarily provide information, subsequently augmented with a document subpoena and additional inquiries, primarily related to the sourcing of non-human primates and related disclosures.

Accordingly, the Company believes that for some undetermined period of time it will not be able to import Cambodia-sourced non-human primates into the United States, and overall supply of non-human primates from Cambodia on a world-wide basis is more limited than it was previously.

For instance, on February 4, 2025, the standing committee of the Convention on International Trade in Endangered Species of Wild Fauna and Flora (CITES) decided to postpone review of proposed restrictions on the exportation of NHPs from Cambodia until a future CITES meeting, which is expected to occur in late 2025.

significantly reducing the availability of research products upon which we rely.

While, as of the date of this filing, the order has been temporarily stayed, there can be no assurance that it will not take effect or that other adverse actions will not be taken.

However, some changes in regulations, such as a relaxation in regulatory requirements or the introduction of streamlined or expedited drug approval procedures, or an increase in regulatory requirements that we have difficulty satisfying or that make our services less competitive, could eliminate or substantially reduce the demand for our services.

when interrupted, adversely affects our business”, and “Item 3.

develop and commercialize their inventions.

actions), government investigation or inquiries, enforcement actions, claims, proceedings, judgements, awards, penalties, sanctions or other adverse impacts that could have a material adverse effect on our business.

or the Company’s by-laws (in each case, as they may be amended from time to time), or (4) any action asserting a claim governed by the internal affairs doctrine shall be a state court located within the state of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).

James C.

Foster, our Chief Executive Officer and President since 1992 and Chairman since 2000, has held various positions with us for four decades.

For additional discussion on this topic, see section herein titled “*Management’s Discussion and Analysis of Financial Condition and Results of Operations - Goodwill and Intangible Assets*.”

meaningful indication of future results.

A discussion of our results of operations for the fiscal year ended December [removed: 30, 2023] [added: 28, 2024] and a comparison of our results for the fiscal years ended December [removed: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022] [added: 30, 2023] was included in Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the fiscal year ended December [removed: 30, 2023,] [added: 28, 2024,] filed with the SEC on February [removed: 14, 2024.][added: 19, 2025.]

We currently operate in over [removed: 130] [added: 120] sites and in over 20 countries worldwide, which numbers exclude certain Insourcing Solutions (IS) sites.

Research Model Services includes: Insourcing Solutions (IS), which provides colony management of our clients’ research operations (including recruitment, training, staffing, and management services) within our clients’ facilities as well as our own vivarium space, utilizing our Charles River Accelerator and Development Lab (CRADL™) offerings, Genetically Engineered Models and Services (GEMS), which performs contract breeding and other services associated with genetically engineered models; and Research Animal Diagnostic Services (RADS), which provides health monitoring and diagnostics services related to research models; and Cell [removed: Solutions] [added: Solutions, which] provides controlled, consistent, customized primary cells and blood components derived from normal and mobilized peripheral blood and bone marrow as well as cells from disease state donors.

Our Manufacturing reportable segment includes Microbial Solutions, which provides *in vitro* lot-release testing products, microbial detection products, and species identification services and Biologics Solutions (Biologics), which performs specialized testing of biologics (Biologics [removed: Testing Solutions)] [added: Testing)] as well as contract development and manufacturing products and services (CDMO).

[removed: However, because] [added: Because] of [removed: their more] [added: a continued] cautious view with regard to early-stage R&D spending, revenue [removed: due] to both large biopharmaceutical clients and small and mid-sized biotechnology [removed: client] [added: clients] declined in fiscal year [removed: 2024.][added: 2025.]

[removed: Within the] [added: Revenue for] DSA [removed: segment, these] [added: declined in fiscal year 2025 as] demand trends [removed: led to] [added: resulted in] lower study volumes in both [removed: Safety Assessment] [added: discovery] and [removed: Discovery businesses, principally] [added: safety assessment services,] driven by [removed: softer demand from] both large biopharmaceutical [removed: clients] and small and mid-sized biotechnology clients.

DSA backlog decreased to [removed: $2.0] [added: $1.9] billion as of December [removed: 28, 2024] [added: 27, 2025] from [removed: $2.5] [added: $2.0] billion as of December [removed: 30, 2023.][added: 28, 2024.]

Revenue for RMS increased in fiscal year [removed: 2024] [added: 2025] due largely to [added: higher] revenue [removed: contributions] from [removed: the acquisition of a controlling interest in Noveprim, as well as] [added: large research models and] increased pricing for small research models.

[removed: We] [added: Despite pressures from early-stage biotechnology and government funding in North America, as well as a focus on alternative methodologies, we] are confident that research models and services will remain essential tools for our clients’ drug discovery and early-stage development efforts.

[removed: resulting] [added: Workforce right-sizing actions resulted] in severance and transition [removed: costs; and] costs [added: while costs] related to the consolidation of facilities to optimize our global footprint and drive greater operating efficiency across the [removed: Company, resulting] [added: company resulted] in asset [removed: impairment,] [added: impairments,] accelerated depreciation, and other site consolidation charges.

[removed: The Company] [added: We] incurred restructuring charges of [removed: $107.0] [added: $99.8] million and [removed: $29.7] [added: $107.0] million during the fiscal years [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

Despite the near-term market [removed: pressures,] [added: pressures that led to a modest revenue decline in fiscal year 2025,] we believe clients will continue to benefit from the long-term value of strategic outsourcing to improve their operating efficiency and to access capabilities that [removed: they do not maintain internally.]

On November 30, 2023, we completed our acquisition of an additional 41% equity interest of Noveprim Group (Noveprim), a leading supplier of [removed: non-human primates (NHPs)] [added: NHPs] located in Mauritius, resulting in a 90% controlling interest.

On February 17, 2023, we received a grand jury subpoena requesting certain documents related to an investigation by the U.S. Department of Justice (DOJ) and the U.S. Fish and Wildlife Service (USFWS) into our conduct regarding several shipments of non-human primates from [removed: Cambodia.][added: Cambodia in late 2022 and early 2023 (the NHP Shipments).]

Due to a number of factors, including the age of these NHP’s, during the fourth quarter of fiscal year 2024, we recorded a charge of $27 million to costs of products sold within the accompanying consolidated statements of income [added: (loss)] to reflect the reduction in carrying value of this inventory to zero.

On May 16, 2023, we received an inquiry from the Enforcement Division of the U.S. Securities and Exchange Commission (SEC) requesting us to voluntarily provide information, subsequently augmented with a document subpoena and additional inquiries, primarily related to the sourcing of non-human primates and related disclosures, and we [removed: are cooperating] [added: cooperated] with the requests.

Our Audit Committee [removed: has] retained counsel to conduct an independent investigation into certain issues raised in the [removed: investigations, and that work is ongoing.][added: investigations.]

[added: Applying the practical expedient, we do not assess whether a significant financing] component exists if the period between when we perform our obligations under the contract and when the customer pays is one year or less.

The right-to-invoice measure of progress is generally related to rate per unit contracts, as the extent of progress towards completion is measured based on [removed: discrete service or time-based increments, such as samples tested or labor hours incurred.]

During fiscal year [removed: 2024,] [added: 2025,] $2.4 billion, or approximately 60%, of our total revenue recognized [removed: ($4.0 billion)] is DSA service and product revenue transferred over time.

The determination of the fair value of intangible assets (including goodwill) and certain biological assets, which [removed: represent] [added: represented] a significant portion of the purchase price in [removed: certain recent] [added: prior] acquisitions, requires the use of significant judgment with regard to (i) the fair value; and (ii) whether such assets are amortizable or non-amortizable and, if the former, the period and the method by which the asset will be amortized.

In our [removed: recent] [added: prior] acquisitions, customer relationship intangible assets (also referred to as client relationships) and certain biological assets have been the most significant identifiable assets acquired.

During fiscal [removed: year] [added: years 2025 and] 2024, we did not enter into any [removed: acquisitions.][added: business combinations.]

In fiscal years [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] we performed the quantitative goodwill impairment test for our reporting units.

[removed: If the estimated future cash flows decrease below our current expectations, specifically as a result of lower] revenue growth rates or [removed: lower] operating income margins, or due to an increase of the weighted-average cost of capital, the fair value may [added: further] decrease [removed: below the carrying value, which may result] [added: resulting] in [removed: a] [added: an incremental] material goodwill impairment.

Our 2024 [removed: and 2023] [added: annual] impairment [removed: tests] [added: test] indicated that goodwill was not impaired for any other reporting units.

Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use [added: or sale] of the asset or asset group, net of any sublease income, if applicable, and its eventual disposition.

[added: We] measure any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in our current business model.

Actual cash flows arising from a particular [removed: intangible] [added: long-lived] asset could vary from projected cash flows which could imply different carrying values from those established at the dates of acquisition and which could result in impairment of such asset.

[removed: During the fourth quarter ended December 28,] [added: In fiscal] 2024, a triggering event was identified for the [added: CDMO] Cell Therapy asset group within the Biologics Solutions [removed: business] [added: business, part of the Manufacturing reportable segment,] as there was a loss of key customers, resulting in a significant reduction in cash flows.

Long-lived asset [removed: impairments associated with our right-of-use lease] [added: impairments, inclusive of the intangible] assets [removed: and property, plant, and equipment,] [added: charge described above,] recognized during fiscal years [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] were [removed: $51.8] [added: $259.1] million and [removed: $41.9] [added: $51.8] million, respectively.

Our valuation allowance was [removed: $286.8] [added: $323.3] million as of December [removed: 28, 2024.][added: 27, 2025.]

Revenue for fiscal year [removed: 2024] [added: 2025] was [removed: $4.0] [added: $4.02] billion compared to [removed: $4.1] [added: $4.05] billion in fiscal year [removed: 2023.][added: 2024.]

The [removed: 2024] decrease [added: of $34.6 million, or 0.9%] as compared to [removed: the corresponding period in 2023 was $79.4 million, or 1.9%, and] [added: fiscal year 2024] was primarily due to our DSA business, which [removed: experienced] [added: continued to experience] lower volume driven by more cautious client spending as a result of the biopharmaceutical demand environment; partially offset by higher revenue [removed: within our Manufacturing businesses and the recent acquisition of Noveprim within] [added: in] our RMS [removed: business] [added: business, primarily driven by the increase in large research model product revenue] when compared to fiscal year [removed: 2023.][added: 2024.]

In fiscal year [removed: 2024,] [added: 2025,] our operating income and operating income margin were [removed: $227.3] [added: $25.2] million and [removed: 5.6%,] [added: 0.6%,] respectively, compared with [removed: $617.3] [added: $227.3] million and [removed: 14.9%,] [added: 5.6%,] respectively, in fiscal year [removed: 2023.][added: 2024.]

The [removed: decreases] [added: decrease] in operating income and operating income [removed: margins] [added: margin] for fiscal year [removed: 2024 were] [added: 2025 was] primarily due to the [added: intangible asset impairment charges within our Manufacturing and RMS businesses, the acceleration of amortization expense recognized as a result of a decrease in the remaining useful life of certain CDMO client relationships due to a loss of key customers, and the] revenue impacts described [removed: above, charge] [added: above; partially offset by a decrease in charges] related to [removed: the] goodwill [removed: impairment] [added: impairments] within our Manufacturing business, [removed: recent restructuring activities, including severance, asset impairments, and other site consolidation costs,] [added: lower severance costs] and [added: the absence of] an inventory charge incurred in connection with the investigations by the U.S. government into the non-human primate supply [removed: chain.][added: chain in fiscal year 2024.]

Net [removed: income] [added: loss] available to Charles River Laboratories International Inc, common shareholders [removed: decreased to $10.3] [added: was $144.3] million in fiscal year [removed: 2024, from $474.6] [added: 2025, compared to Net income available to Charles River Laboratories International Inc, common shareholders of $10.3] million in the corresponding period of [removed: 2023.][added: fiscal year 2024.]

During fiscal year [removed: 2024,] [added: 2025,] our cash flows from operations was [removed: $734.6] [added: $737.6] million compared with [removed: $683.9] [added: $734.6] million for fiscal year [removed: 2023.][added: 2024.]

The increase in net cash provided by operating activities was primarily due to [removed: favorable performance across] [added: lower payments of variable compensation, benefiting cash provided by operations by approximately $79 million,] our revenue related accounts, including collections on trade receivables, deferred revenue, and customer deposits; benefiting cash provided by operations by [removed: $46.7 million, lower purchases of inventory supporting our Safety Assessment business, benefiting our cash provided by operations by $16.8] [added: approximately $12] million; partially offset by [removed: $27.6 million related to accrued compensation, and timing] [added: higher purchases] of [removed: payments to our suppliers and vendors reducing our cash provided by operations by $14.3] [added: inventory of $49] million.

In fiscal year 2025, demand from biopharmaceutical clients stabilized and began to show early signs of improvement as clients continued to navigate a challenging and evolving environment.

Demand from larger biopharmaceutical clients began to improve early in the year following the prior year’s constrained budgetary spending as a result of restructuring initiatives and reprioritization of their drug development programs.

Meanwhile, small and mid-sized biotechnology clients experienced a gradual improvement in funding over the course of fiscal year 2025, particularly in the second half of the year, that led to an improvement in DSA demand trends as we exited the year.

Despite the revenue declines, DSA demand trends, including net bookings, for large biopharmaceutical clients meaningfully improved in fiscal year 2025 as clients worked through a period of restructuring and pipeline reprioritization.

Net bookings from small and mid-sized biotechnology clients showed modest improvement, consistent with improving funding levels later in the year.

Additionally, revenue from research model services improved modestly driven by the IS and GEMS businesses.

Within the Manufacturing segment, the Microbial Solutions business saw robust growth benefitting from strong demand across the comprehensive manufacturing quality-control testing portfolio, including Accugenix® microbial identification services, led by increased AxxessTM instrument placements; share gains for our Endosafe® endotoxin testing platform; and higher sales of Celsis® microbial detection products.

Biologics Testing was impacted by lower sample volumes from both biopharmaceutical and CDMO clients, particularly several large clients facing project delays or regulatory challenges.

The CDMO business was challenged due to lower commercial revenue in fiscal year 2025, including a relationship with one commercial cell therapy client that ended during the year.

In response to recent trends, we continue to implement cost savings initiatives focused on driving greater efficiencies, as well as restructuring actions that have been implemented over the past three years that were focused on workforce right-sizing and site optimization.

More recently, additional efficiency initiatives have targeted incremental savings through process improvement, procurement synergies, and implementation of a global business services model.

Collectively, these actions are expected to generate approximately $300 million in cumulative, annualized cost savings by the end of 2026, of which more than $175 million benefitted fiscal 2025.

In fiscal 2025, we announced as part of our Board of Directors’ comprehensive strategic review of our business and growth prospects, that we will focus on strategic initiatives to strengthen our leading scientific portfolio within our core markets through strategic acquisitions, partnerships, internal investments, and divestments of certain non-core assets, which represent approximately 7% of our 2025 revenue.

they do not maintain internally.

On January 9, 2026, we announced we have exercised our option to acquire the remaining 79% equity interest in PathoQuest SAS (PathoQuest) for €51.6 million (or approximately $60 million based on current exchange rates), subject to customary closing adjustments.

PathoQuest is a provider of next-generation sequencing solutions for manufacturing quality-control testing for biopharmaceutical companies.

The proposed transaction is expected to close in the first quarter of 2026.

The acquisition is expected to be funded through a combination of available cash and proceeds from our Credit Facility.

This business will be reported as part of our Manufacturing reportable segment.

On January 14, 2026, we completed the acquisition of certain assets of K.F. (Cambodia) Ltd (KF)., a leading supplier of non-human primates (NHPs) located in Cambodia.

The purchase price of KF was $510.0 million, of which $335.0 million was paid up-front, with the remaining $175.0 million deferred until the completion of certain post-close conditions.

This business will be reported as part of our DSA reportable segment for NHPs vertically integrated into the DSA supply chain and the RMS reportable segment for those NHPs sold to third party customers.

The acquisition was funded through a combination of available cash and proceeds from our Credit Facility.

The DOJ also undertook a parallel civil investigation related to the NHP Shipments.

In July 2025, we were informed that USFWS had determined to clear the NHP Shipments for legal entry into the United States.

Furthermore, in August 2025 we were advised by the DOJ that both the grand jury investigation and the parallel civil investigation had been closed.

On November 14, 2025, the SEC’s Division of Enforcement (Division) notified us that it concluded its investigation and, based on the information available to the Division, it does not intend to recommend an enforcement action by the SEC against the Company.

Similarly, the Company’s independent investigation into these matters has also concluded, with no material findings.

discrete service or time-based increments, such as samples tested or labor hours incurred.

During the fourth quarter ended December 27, 2025, we performed the quantitative goodwill impairment test for our reporting units and upon completion, it was determined that the fair value of the Biologics Solutions reporting unit did not exceed its carrying value, resulting in a goodwill impairment charge of $165.0 million.

This was primarily attributable to a decline in its operating performance, resulting in a reduction to the long-range financial plan of the reporting unit, and evolving market information in the fourth quarter of 2025.

The fair value of the Biologics Solutions reporting unit tested for impairment during 2025 was determined using a weighted combination of a discounted cash flow model (an income approach), and sales and earnings multiples based on the guideline public company method, and other market information (a market approach).

The discounted cash flow model used to determine the fair value of the Biologics Solutions reporting unit reflected significant assumptions related to future revenue, a long term growth rate, operating income margins, and a discount rate based on a weighted-average cost of capital.

Significant assumptions used in the market approach included earnings multiples, sales multiples, and other market information about the value of certain asset groups within the reporting unit.

If the estimated future cash flows decrease below our current expectations, specifically as a result of lower

Excluding the impairment charge associated with the Biologics Solutions reporting unit, our 2025 annual impairment test indicated that goodwill was not impaired for any other reporting units.

The Biologics Solutions reporting unit fair value measurement is classified as Level 3 in the fair value hierarchy because they involve significant unobservable inputs.

As of the beginning of fiscal year 2025, the Discovery Services and Safety Assessment reporting units have been combined into a single reporting unit consistent with recent changes to the DSA integrated operating structure.

During the fourth quarter ended December 27, 2025, prior to the annual Goodwill Impairment Assessment, a triggering event was identified for the Cell Solutions, CDMO Cell Therapy, and CDMO Gene Therapy asset groups due to a decline in operating performance in fiscal 2025, ultimately resulting in a reduction in the asset groups’ long range financial outlook, and evolving market information about these asset groups identified in the fourth quarter of 2025.

Cell Solutions is presented within the RMS reportable segment, while CDMO Cell Therapy and CDMO Gene Therapy are presented within the Manufacturing

In December of 2022, we sold the Avian Vaccine Services (Avian) business, reported in the Manufacturing segment, which supplied specific-pathogen-free chicken eggs and chickens.

In fiscal year 2024, biopharmaceutical clients intensified their actions around restructuring initiatives and reprioritized their drug development programs, leading to constrained budgetary spending.

The uncertainty from a combination of a macroeconomic slowdown, pending patent expirations, and the impact of the Inflation Reduction Act (IRA) on drug pricing had led to significant cost-cutting measures by our large biopharmaceutical clients, including significant restructuring initiatives aimed at improving efficiency and reprioritization of spending shifting to late-stage clinical pipelines.

In addition, while biotechnology companies benefited from a more favorable funding environment in fiscal year 2024, recovery for this client base has occurred at a more gradual pace than anticipated due in part to uncertainty around future funding levels and the broader interest rate environment.

Demand trends for large biopharmaceutical clients stabilized at a lower level during the second half of 2024; however, many of these clients are still in a period of tighter budgetary spending, continuing to reprioritize pipelines or eliminate some programs, which influences our cautious outlook for the near-term biopharmaceutical demand environment.

In addition, while biotechnology companies benefited from a more favorable funding environment and a slight improvement in demand trends during fiscal year 2024, recovery for this client base occurred at a more gradual pace than anticipated.

To enhance operational efficiency within the segment, the global Discovery and Safety Assessment businesses will implement a “One DSA” integrated operating structure.

This unification will focus on a combined salesforce and leadership approach, with integrated scientific programming in order to facilitate a more seamless client experience and enhance the Company’s client relationships.

Offsetting this growth, the challenging biopharmaceutical demand environment led to lower revenue for research model services, including Insourcing Solution’s CRADLTM operations.

However, CRADLTM continues to be an attractive business model as a cost-effective and flexible solution for clients allowing access to vivarium space without having to invest in internal infrastructure.

This flexibility is particularly valuable in the current environment, where organizations are seeking to optimize their research budgets and minimize operational costs.

Revenue for products and services that support biopharmaceutical clients’ manufacturing activities increased across the Manufacturing Solutions segment in fiscal year 2024.

The Microbial Solutions business experienced robust growth as client destocking activity by large biopharmaceutical and CDMO clients was largely completed in the prior year.

The growth was further driven by higher revenue of our rapid microbial testing solutions, primarily for Endosafe® testing consumables and instruments.

Our Biologics business benefited from improved volumes for biologics quality-control testing services, as well as increased demand for our cell and gene therapy CDMO services during the year.

Since the strategic acquisition of the CDMO businesses in 2021, Cognate and Vigene, significant steps have been taken, such as establishing Centers of Excellence for cell therapy, viral vectors, and plasmids, to support the emerging modalities and technologies enhanced operations and capabilities.

However, in December 2024, our Biologics business experienced the loss of certain key customers, ultimately resulting in a reduction in its long range financial outlook.

As a result, the Company expects lower revenue from commercial clients to impact its CDMO business in 2025.

In response to recent trends observed across each of our businesses, we have undertaken and will continue to implement restructuring actions at various locations across North America, Europe, and Asia.

This includes workforce right-sizing actions,

During fiscal 2023, the Company began to take restructuring actions as a result of these emerging business trends.

We expect that these effectuated actions, as well as other upcoming planned actions designed to optimize our global footprint to drive greater operating efficiency, will result in approximately $225 million of cost savings on an annualized basis, of which approximately $100 million impacted fiscal 2024.

The purchase price reflected an agreement with the seller on working capital and debt, which was adjusted from $13.8 million to $7.0 million during fiscal year 2024.

As a result of measurement period adjustments to the purchase price, goodwill and remeasurement gains on the previous 49% equity investment during fiscal year 2024, were increased by $17.6 million and $9.8 million, respectively.

Remeasurement gains are recorded in Other income (expense), net, within the consolidated statements of income.

The contingent consideration fair value is estimated using a Monte Carlo Simulation model and the maximum contingent contractual payments are up to $55.0 million based on future performance and milestone achievements from fiscal years 2023 through 2025.

The Company has the call option right to purchase the remaining 10% equity interest up until one month after the sixth anniversary of closing the 41% equity interest.

On the first anniversary of the expiration of the call option, a 12-month put option will be triggered giving the seller the right to require us to acquire the remaining shares of the seller.

The redemption price for the call/put is fixed and ranges from $47.0 million to $54.0 million depending on when exercised.

The noncontrolling interest is classified as a redeemable noncontrolling interest in the mezzanine section of the consolidated balance sheets.

That investigation remains ongoing and we are continuing to cooperate with the investigation.

As also previously disclosed, a parallel civil investigation is being undertaken by the DOJ and USFWS.

We are also cooperating with that investigation, and although we continue to dispute the merits of certain positions taken by the DOJ and USFWS in the civil investigation, we have discussed a potential resolution of that matter with the DOJ and USFWS.

Those discussions are ongoing.

Although we maintain a global supplier onboarding and oversight program incorporating risk-based due diligence, auditing, and monitoring practices to help ensure the quality of our supplier relationships and compliance with applicable U.S. and international laws and regulations, including the Convention on International Trade in Endangered Species of Wild Fauna and Flora (CITES), in connection with the civil investigation, we have voluntarily suspended future shipments of non-human primates from Cambodia to the United States until such time that we and USFWS can agree upon and implement additional procedures to reasonably ensure that non-human primates imported from Cambodia are purpose-bred.

We continue to care for the Cambodia-sourced non-human primates from certain shipments in the United States.

We are not able to predict what action, if any, might be taken in the future by the DOJ, USFWS, SEC or other governmental authorities.

None of the DOJ, USFWS or SEC has provided us with any specific timeline or indication as to when these investigations or, specific to the DOJ and USFWS, discussions regarding resolution and future processes and procedures, will be concluded or resolved.

We cannot predict the timing, outcome or possible impact of the investigations, including without limitation any potential fines, penalties or liabilities.

Applying the practical expedient, we do not assess whether a significant financing

For example, we may use forward-looking statements when addressing topics such as: our expectations regarding the availability of non-human primates and our ability to diversify our non-human primate (NHP) supply chain; the outcome of (1) the [removed: U.S. government investigations and inquiries related to the NHP supply chain (including shipments of NHPs from Cambodia received by the Company), (2) the] putative securities class action lawsuit filed against us and certain current/former officers on May 19, [removed: 2023, (3)] [added: 2023; (2)] the derivative lawsuit filed against members of the Board of Directors and certain current/former officers on November 8, 2023; and [removed: (4)] [added: (3)] the derivative lawsuit filed against certain current/former members of the Board of Directors and certain current/former officers on August 2, 2024; the timing and impact of the development and implementation of enhanced procedures to reasonably ensure that non-human primates we import are [removed: legally sourced;] [added: purpose-bred;] changes and uncertainties in the global economy and financial [removed: markets, including any changes in business, political, or economic conditions due to the November 16, 2022 announcement by the U.S. Department of Justice through the U.S. Attorney’s Office for the Southern District of Florida that a Cambodian non-human primate supplier and two Cambodian officials had been criminally charged in connection with illegally importing non-human primates into the United States;] [added: markets;] client demand, particularly future demand for drug discovery and development products and services, including the outsourcing of these services; our expectations with respect to our ability to meet financial targets; [added: the Company’s plans or prospects, expectations and long-term goals associated with] our [added: business; the Company's] expectations [added: concerning future financial and operating performance, including the Company's commitment to, and ability to create long-term value for shareholders and to successfully execute on the Board of Directors’ comprehensive strategic review and evaluation of Charles River’s business and prospects; our expectations] regarding stock repurchases, including the number of shares to be repurchased, expected timing and duration, the amount of capital that may be expended and the treatment of repurchased shares; our ability to successfully execute our business strategy; our ability to timely build infrastructure to satisfy capacity needs and support business growth; our ability to fund our operations for the foreseeable future; the impact of unauthorized access into our information systems, including the timing and effectiveness of any enhanced security and monitoring present spending trends and other cost reduction activities by our clients; future actions by our management; the outcome of contingencies; changes in our business strategy, business practices and methods of generating revenue; the development and performance of our services and products; market and industry conditions, including competitive and pricing trends and the impact of those conditions, including on our allowances for credit losses; our strategic relationships with leading pharmaceutical and biotechnology companies, venture capital investments, and opportunities for future similar arrangements; our cost structure; our expectations regarding our acquisitions and divestitures, including their [removed: impact and] [added: impact, terms,] projected [removed: timing;] [added: timing, and planned funding;] our expectations with respect to revenue growth and operating synergies (including the impact of specific actions intended to cause related improvements); the nature, timing and impact of specific actions intended to improve overall operating efficiencies and profitability (and our ability to accommodate future demand with our infrastructure), including actions to optimize our global footprint, and gains and losses attributable to businesses we plan to close, consolidate, divest or repurpose and the impact of operations and restructuring actions (including as estimated on an annualized basis); our expectations with respect to study cancellation rates and the impact of such cancellations; our expectations with respect to tax rates and [removed: benefits;] [added: benefits, including the impact of tax legislation on our operations;] changes in our expectations regarding future stock option, restricted stock, performance share units and other equity grants to employees and directors; expectations with respect to foreign currency exchange; assessing (or changing our assessment of) our tax positions for financial statement purposes; our liquidity; [added: the impact of newly issued accounting pronouncements on our consolidated financial statements] and [added: related disclosures; and] the impact of litigation, including our ability to successfully defend litigation against us.

We are a leading, [added: full service,] non-clinical global drug development partner with a mission to create healthier lives.

Various studies and reports estimate that it takes between 10 to 15 years, up to [removed: $2.5] [added: $2.6] billion excluding time costs and exploration of between 10,000 and 15,000 drug molecules to produce a single Food and Drug Administration (FDA)-approved drug.

Over this time, we have built upon our core competency of *in vivo* biology to develop a diverse and [added: continuously] expanding portfolio of products and services, which now encompasses the broader non-clinical drug research process.

We currently operate in over [removed: 130] [added: 120] sites and in over 20 countries worldwide (excluding certain Insourcing Solutions sites).

In [removed: 2024,] [added: 2025,] our total revenue was $4.0 billion.

Through these optimization initiatives, we expect to close or consolidate approximately [removed: 15] [added: 12] additional sites over the next two years, principally focused on the DSA and RMS segments.

In [removed: 2024,] [added: 2025,] RMS accounted for [removed: 20.5%] [added: 21.1%] of our total revenue and approximately [removed: 4,100] [added: 4,140] of our employees, including approximately [removed: 200] [added: 190] science professionals with advanced degrees.

In [removed: 2024,] [added: 2025,] our DSA segment represented [removed: 60.5%] [added: 59.8%] of our total revenue and employed approximately [removed: 12,100] [added: 11,760] of our employees including approximately [removed: 1,500] [added: 1,680] science professionals with advanced degrees.

In [removed: 2024,] [added: 2025,] Manufacturing accounted for [removed: 19.0%] [added: 19.1%] of our total revenue [removed: from continuing operations] and approximately [removed: 2,800] [added: 2,600] of our employees, including approximately [removed: 380] [added: 350] science professionals with advanced degrees.

A significant portion of our Research Models business involves the commercial production and sale of small research models, [removed: principally] [added: typically] purpose-bred rats and mice for use by researchers in fundamental biology through to drug discovery and development.

The FDA and foreign regulatory agencies [removed: typically] require that the safety and efficacy of [added: most] new drug candidates be tested on research models like ours prior to testing in humans.

Certain [added: strains] of our research models are proprietary rodent models used to research treatments in several therapeutic areas.

In both cases - non-human primates we provide directly to clients and non-human primates which are utilized through our Safety Assessment services – these large research models are sourced from Charles River [added: internally or from Charles River] audited and approved [removed: suppliers, some of which we have an ownership and/or operational involvement.][added: suppliers.]

We currently offer regulated and non-regulated DSA services to support the discovery, development, and regulatory-required safety testing of potential new drugs, including *in vitro* and *in vivo* studies, laboratory support services, [removed: including] [added: such as] bioanalytical and strategic non-clinical consulting and program management.

This unification [removed: focuses on] [added: leverages] a combined sales force and leadership approach, with integrated scientific expertise to facilitate a more seamless client experience and make us a stronger and even more responsive partner for our clients.

Discovery Services. We offer a single source of services for discovering and characterizing novel drug candidates for preclinical development by providing a full spectrum of discovery services — from identification and validation of novel targets, low molecular weight small molecule compounds, oligonucleotides, and biotherapeutics with actual or potential intellectual property value, through to delivery of preclinical drug and [removed: biotherapeutic] [added: therapeutic] candidates ready for safety assessment and progression toward the clinic.

[removed: This includes] [added: Discovery] services [removed: to] [added: can] streamline and enhance drug discovery programs for our clients, [removed: including] [added: providing] expertise and capabilities in all stages of discovery and all major modalities including small molecules, [removed: biologics (antibodies),] [added: biologics,] oligonucleotides, and cell and gene therapies.

In the discovery phase, we leverage our capabilities in [added: pharmacokinetics, pharmacology,] non-GLP toxicity [removed: assessment] [added: assays,] and predictive models to enable [added: exposure and efficacy assessments, and the early] identification and mitigation of [added: potential] safety issues to ensure a smooth progression into regulatory safety assessment.

- hit identification, hit-to-lead progression and lead optimization to deliver candidate molecules [removed: and biotherapeutics] across modalities, making use of state-of-the-art techniques such as computer-aided drug design, structural [removed: biology] [added: biology, cell painting,] and machine learning/artificial intelligence;

*•*appropriate *in vivo* Discovery Services evaluation, which is essential to generate confidence in the [added: efficacy and] initial safety of a novel therapeutic agent, its fate in an intact mammalian system and its potential to translate into an efficacious treatment in humans; [added: and]

For human pharmaceutical candidates, once a lead candidate is selected, toxicology studies are required to support clinical trials in humans and for [removed: regulatory approval.]

For new chemicals, industrial chemicals, agrochemicals, veterinary medicines, consumer products and medical devices, safety studies are performed to identify potential hazards to [added: humans and the environment and are required for regulatory registration.]

*Safety Pharmacology.* Our clients are also required to conduct [removed: an assessment of] safety [removed: pharmacology.][added: pharmacology studies.]

In addition, our Laboratory Sciences group [removed: is able to] [added: can] measure a wide range of non-clinical and clinical biomarkers related to the safety and efficacy of the drugs and/or chemicals being developed.

Our Safety Assessment facilities comply with animal welfare and GLP regulations to the extent required by the FDA, Environmental Protection Agency, United States Department of Agriculture (USDA), Centers for Disease Control and Prevention (CDC), [added: Standards Council of Canada, National Competent Authorities, Standards Council of Canada, National Competent Authorities,] European Medicines Agency, European Chemicals Agency and the Organization for Economic Co-operation and Development (OECD), Canadian Council on Animal Care (CCAC) as well as other international regulatory agencies.

Our Safety Assessment facilities [removed: and Manufacturing facilities] are regularly inspected by regulatory compliance monitoring authorities, our clients’ quality assurance [removed: departments] [added: departments,] and our own internal quality audit program.

Microbial Solutions is a premier global provider of *in vitro* methods for conventional and rapid quality control testing, including [removed: FDA-mandated] [added: globally-mandated] lot release testing for [removed: sterile biopharmaceutical] [added: injectable] products.

[added: Our Accugenix® business provides state-of-the-art microbial] identification services and products for manufacturing in the biopharmaceutical, medical device, nutraceutical and consumer care industries.

We are a market leader in endotoxin testing products and services, which are used for [removed: FDA-required] [added: globally, including FDA, required] quality control testing of injectable drugs and medical devices, their components, and the processes by which they are manufactured.

Using the Celsis® protocol and instrumentation, clients can detect contamination within [removed: 6] [added: 4 to 7] days and make [removed: definitive] [added: objective] product release decisions.

[added: Our laboratories in the U.S., Germany, Ireland] and France provide timely and regulatory-compliant services in the areas of analytical, molecular biology, virology, cell-based bioassays, bioanalysis, immunochemistry, microbiology, cell biology, *in vivo* and *in vitro* studies and related services.

The fully integrated advanced therapeutics portfolio enables us to provide clients with an integrated solution from [removed: basic research] [added: analytical] and [removed: discovery] [added: process development] through cGMP production; driving efficiency and accelerating clients’ speed-to-market by integrating preclinical CRO activities with manufacturing and testing.

Our strategy is to deliver a comprehensive and integrated portfolio of drug [removed: discovery] [added: research] and [removed: non-clinical] development products, services and solutions to support our clients’ [removed: discovery] [added: basic research] and early-stage drug [removed: research, process] development, [removed: scale up,] [added: analytical testing,] manufacturing and product release efforts, and enable them to bring new and improved therapies to market faster and more cost effectively.

[removed: Our large, global] [added: We offer a unique] portfolio of [removed: products, services] [added: early-stage products] and [removed: solutions focuses on] [added: services to support] drug discovery and [removed: early-stage] development.

We provide [added: a broad range of scientifically differentiated solutions to facilitate our clients’] research [added: and development and analytical testing efforts, ranging from research] models and associated services, discovery research studies and services and comprehensive safety assessment studies in both regulated and non-regulated environments.

As such, we can collaborate with clients from [removed: target discovery] [added: the earliest stages of drug research] through development candidate [removed: selection.][added: selection and beyond.]

Our recognized expertise in early-stage drug [removed: research] [added: development, including for mechanism of action, efficacy, drug metabolism, safety assessment] and [removed: pharmacology] [added: toxicological testing,] provides us with a competitive advantage and enables our clients to make critical [removed: drug development] [added: “go/no-go”] decisions more quickly.

[removed: *Comprehensive Biopharmaceutical Manufacturing Portfolio.*] We also offer a portfolio of products, services and solutions that supports the process development, scale up, [added: and] quality control [removed: and production] efforts of the biopharmaceutical industry.

We provide products and services that support the development and release of clinical stage and commercialized biologics [removed: products, including CDMO services to manufacture advanced therapeutics for our clients.][added: products.]

In January 2026, we acquired certain assets of K.F. (Cambodia) Ltd., a Cambodia-based provider of non-human primates for regulatory required biomedical, pharmaceutical, and toxicological research purposes.

K.F. (Cambodia) Ltd. is now a part of the Company's DSA reporting segment for the purpose of being vertically integrated into DSA supply operations and the RMS reporting segment for those NHPs sold to third party customers.

- early non-clinical *in vitro* toxicity and safety studies to assess off-target toxicities, including studies required for regulatory approval;

regulatory approval.

In January 2026, we acquired certain assets of K.F. (Cambodia) Ltd., a Cambodia-based provider of non-human primates for regulatory required biomedical, pharmaceutical, and toxicological research purposes.

K.F. (Cambodia) Ltd. is now a part of the Company's DSA reporting segment for the purpose of being vertically integrated into DSA supply operations and the RMS reporting segment for those NHPs sold to third party customers.

Additionally, in December 2025, we launched the Endosafe® bacterial endotoxin cartridge recycling program, which offers users of our Endosafe® bacterial endotoxin testing cartridge technology an avenue to responsibly recycle single-use plastic cartridges used specifically for routine water testing.

Our Manufacturing facilities are regularly inspected by regulatory compliance monitoring authorities, our clients’ quality assurance departments, and our own internal quality audit program.

*Broad, Scientifically Differentiated Portfolio*.

Our large, integrated portfolio of products, services and solutions focuses on drug research, early-stage development, and manufacturing quality-control and product release testing.

These areas have high infrastructure costs or are cost-prohibitive for clients to build and/or maintain in-house, and therefore, clients choose to partner with outsourced providers like Charles River for these services.

We continue to look for opportunities to expand our market leadership position, including by adding innovative scientific and analytical testing capabilities.

We are also uniquely positioned to help our biopharmaceutical clients navigate the evolving regulatory and scientific landscape by leveraging our extensive *in vivo* testing capabilities and access to scientific data, and also evaluating new, innovative *in vitro*, *in silico*, and computational modelling solutions, or collectively new approach methodologies (NAMs), to supplement traditional testing methods.

new treatments for patients who desperately need them.

These initiatives have included:

- Continuing efforts to globally optimize our operational footprint, including looking at new markets to serve as well as new locations which give us financial, operational and scientific advantages.

- Ensuring Charles River maintains a leading position in providing existing and enabling the availability of novel new NAMs that will be of greatest benefit to our biopharmaceutical client base.

- Continuing efforts to look for additional opportunities outside of the biomedical research and biopharmaceutical therapeutics development support market segments where we can leverage our channels and capabilities in sizable and/or rapidly growing adjacent markets.

In November 2025, we announced as part of our Board of Directors’ comprehensive strategic review of our business and growth prospects, that we will focus on strategic initiatives to strengthen our leading scientific portfolio within our core markets through strategic acquisitions, partnerships, and internal investments; divest certain non-core assets, which represent approximately 7% of the Company’s 2025 revenue; maximize our financial performance, including by implementing additional initiatives aimed at driving greater operating efficiency; and maintain a disciplined approach to capital deployment through regularly evaluating the optimal balance between strategic acquisitions, stock repurchases, debt repayment, and other uses of capital.

Additionally, as part of our ongoing efforts to streamline operations and maximize financial performance, the Company has evaluated the strategic fit and fundamental performance of its global portfolio and infrastructure and, as appropriate, will take actions to ensure its business is strategically and financially aligned in the interest of long-term value creation.

These actions are expected to result in the sale of certain non-core businesses, which will enable the Company to focus on more profitable growth opportunities.

In aggregate, these businesses represent approximately 7% of the Company’s 2025 revenue.

hospitals, academic institutions, government agencies, and non-governmental organizations.

We are focused on enhancing our innovation and reach by increasing our digital marketing capabilities and tools, advertising and website content.

Our DSA segment also competes with in-house departments of pharmaceutical and biotechnology companies, universities and teaching hospitals.

As part of the HCI, we also have quarterly recognition and celebration of employees that go above and beyond to promote a culture of care, including animal welfare, caring for our employees, scientific integrity, and openness and transparency.

In 2024, we published on our website our extensive and comprehensive biennial Corporate Citizenship Report, which includes information on our Global Animal Welfare and Responsible Animal Use and New Alternative Methodologies (NAMs) work.

We plan to publish an updated 2026 Corporate Citizenship Report on our website in the first half of 2026.

In 2024, we established an executive-level NHP Supplier Governance Council, which is responsible for approving NHP suppliers and reviewing any issues or requested exceptions to our NHP Supplier Risk Management Process.

In May 2025, the Responsible Animal Use Committee was combined with the Science and Technology Committee of the Board to form the New Approach Methodologies and Science Committee.

This new committee is responsible for such duties as reviewing, evaluating, and advising the Board on the Company’s impact on animal utilization and the utilization of new approach methodologies (NAMs) to, among other things, reduce the impact of animals in research.

In October 2025, we announced the creation of a cross-functional Scientific Advisory Board to guide our strategic focus on NAMs.

Additionally, in January 2026, we appointed Dr. Namandjé N.

Bumpus to be our Senior Vice President, Chief Scientific and Innovation Officer.

In this role, Dr. Bumpus leads the Company’s scientific strategy, oversees research and development initiatives, and advances innovation to support clients in accelerating the drug development process.

sustainably into our company’s purpose.

Within each regulated business, we have

In January 2026, the Board announced a leadership transition plan.

Mr. Foster intends to retire and step down as Chief Executive Officer and Chair of the Board, effective as of May 5, 2026.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

humans and the environment and are required for regulatory registration.

Our Accugenix® business provides state-of-the-art microbial

Our laboratories in the U.S., Germany, Ireland

*Integrated Early-Stage Portfolio*.

We understand our clients’ therapies and the challenges they face during the discovery and development process, including mechanism of action, efficacy, drug metabolism, safety assessment and toxicological testing, which are all critical for making “go/no-go” decisions.

We provide a breadth and depth of scientific expertise across a broad range of therapeutic areas which may be too costly for our clients to build and/or maintain in-house.

We continue to look for opportunities to expand our portfolio in key therapeutic and pharmacology areas to align with our clients’ internal drug discovery and development areas of focus.

The result is a focus on discovery services, including *in vitro* models and *in vivo* pharmacology studies consisting of efficacy and non-GLP DMPK (drug metabolism and pharmacokinetics) studies.

Global biopharmaceutical companies are continuing to make the decision to outsource more significant tranches of their drug discovery, development and manufacturing processes.

The success of our business model is underscored by the fact that we have entered into strategic commercial relationships with leading global biopharmaceutical companies and expanded existing preferred provider agreements with other leading global biopharmaceutical companies.

We also continue to broaden and extend our relationships with other research institutions across the portfolio.

We believe that larger biopharmaceutical companies will increasingly focus on efficiencies and execution.

We expect they will also continue to be conservative in building infrastructure and expertise.

This should lead to more opportunities for strategic outsourcing as larger biopharmaceutical clients choose to utilize external resources rather than invest in internal infrastructure.

These footprint optimization efforts are intended to enhance the efficiency and economies of scale in our global infrastructure, leading to a more disciplined operating model.

In addition, Charles River’s culture of continuous improvement strives to implement initiatives to drive greater operating efficiencies.

In the current demand environment, we are focused on achieving this goal through streamlining global business services, driving enhanced procurement savings, and leveraging our digital platform.

tailored solutions across our entire portfolio.

We supplement these scientifically based marketing activities with digital marketing, advertising and website content.

We are able to offer a unique portfolio of early-stage products and services to support drug discovery and development.

As part of the HCI, we also have quarterly recognition and celebration of employees that go above and beyond to promote animal welfare and safety, In 2024, we published on our website an extensive and comprehensive Corporate Citizenship Report, which includes information on our Global Animal Welfare and Training, Responsible Animal Use and New Alternative Methodologies (NAMs) work, including investments in NAMs through our recently launched Alternative Methods Advancement Project (AMAP) initiative that is dedicated to investing in and developing alternatives to reduce animal testing.

It is imperative in this environment to keep our staff well utilized in order to protect operating income margin, which is our goal.

environmental enrichment to ensure the welfare of these animals.

Joseph W.

Flavia Pease, age 52, joined us in 2022 as Corporate Executive Vice President and Chief Financial Officer.

Prior to joining Charles River, Ms. Pease served as Vice President and Group Chief Financial Officer of Johnson & Johnson’s global Medical Devices businesses since 2019.

During her more than twenty-year tenure at Johnson & Johnson, Ms. Pease served as Vice President, Finance for Janssen North America from 2016 to 2019; Vice President of the Enterprise Program Management Office from 2014 to 2016; Vice President of Finance for Janssen Supply Chain from 2012 to 2014; and a Vice President of Finance, leading the integration of the Mentor and Acclarent acquisitions from 2009 to 2012.

Ms. Pease began her career at Johnson & Johnson in 1998 with the LifeScan business and subsequently held finance leadership positions within Mergers and Acquisitions Analysis and Johnson & Johnson Medical Brazil.

On May 16, 2023, the Company received an inquiry from the Enforcement Division of the U.S. Securities and Exchange Commission (SEC) requesting it to voluntarily provide information, subsequently augmented with a document subpoena and additional inquiries, primarily related to the sourcing of non-human primates and related disclosures, and the Company [removed: is cooperating] [added: cooperated] with the requests.

The Company’s Audit Committee [removed: has] retained counsel to conduct an independent investigation into [removed: certain issues raised in the investigations, and that work is ongoing.]

Smith, [removed: the] [added: a] former Chief Financial Officer; and Flavia Pease, [removed: the current] [added: a former] Chief Financial Officer).

certain issues raised in the investigations.

On November 14, 2025, the SEC’s Division of Enforcement (Division) notified the Company that it concluded its investigation and, based on the information available to the Division, it does not intend to recommend an enforcement action by the SEC against the Company.

Similarly, the Company’s independent investigation into these matters has also concluded, with no material findings.

Oral arguments took place on May 5, 2025.

On August 15, 2025, the U.S. Court of Appeals for the First Circuit reversed in part the district court’s dismissal on the pleadings of the securities fraud claims.

The case returned to U.S. District Court for the District of Massachusetts.

On October 16, 2025, the plaintiff filed a motion to withdraw the State Teachers Retirement System of Ohio as lead plaintiff, due to lack of statutory standing, and substitute Oklahoma Firefighters Pension and Retirement System.

On February 17, 2023, the Company received a grand jury subpoena requesting certain documents related to an investigation by the U.S. Department of Justice (DOJ) and the U.S. Fish and Wildlife Service (USFWS) into the Company’s conduct regarding several shipments of non-human primates from Cambodia.

That investigation remains ongoing and we are continuing to cooperate with the investigation.

As also previously disclosed, a parallel civil investigation is being undertaken by the DOJ and

USFWS.

We are also cooperating with that investigation, and although we continue to dispute the merits of certain positions taken by the DOJ and USFWS in the civil investigation, we have discussed a potential resolution of that matter with the DOJ and USFWS.

Those discussions are ongoing.

Although the Company maintains a global supplier onboarding and oversight program incorporating risk-based due diligence, auditing, and monitoring practices to help ensure the quality of our supplier relationships and compliance with applicable U.S. and international laws and regulations, including the Convention on International Trade in Endangered Species of Wild Fauna and Flora (CITES), in connection with the civil investigation, the Company has voluntarily suspended future shipments of non-human primates from Cambodia to the United States until such time that the Company and USFWS can agree upon and implement additional procedures to reasonably ensure that non-human primates imported from Cambodia are purpose-bred.

The Company continues to care for the Cambodia-sourced non-human primates from certain shipments in the United States.

Due to a number of factors, including the age of these NHP’s during the fourth quarter of fiscal year 2024, the Company recorded a charge of $27 million to costs of products sold within the accompanying consolidated statements of income to reflect the reduction in carrying value of this inventory to zero.

We are not able to predict what action, if any, might be taken in the future by the DOJ, USFWS, SEC or other governmental authorities.

None of the DOJ, USFWS or SEC has provided the Company with any specific timeline or indication as to when these investigations or, specific to the DOJ and USFWS, discussions regarding resolution and future processes and procedures, will be concluded or resolved.

The Company cannot predict the timing, outcome or possible impact of the investigations, including without limitation any potential fines, penalties or liabilities.

FOR THE FISCAL YEAR ENDED December [removed: 28, 2024][added: 27, 2025]

[removed: ][added: ]

On June [removed: 30, 2024,] [added: 28, 2025,] the aggregate market value of the registrant’s voting common stock held by non-affiliates of the registrant was approximately [removed: $10,563,584,605.][added: $7,322,905,711.]

As of January [removed: 25, 2025,] [added: 24, 2026,] there were [removed: 51,141,607] [added: 49,227,800] shares of the registrant’s common stock outstanding, $0.01 par value per share.

Portions of the registrant’s definitive Proxy Statement for its [removed: 2025] [added: 2026] Annual Meeting of Shareholders currently scheduled to be held on May [removed: 20, 2025,] [added: 5, 2026,] which will be filed with the Securities and Exchange Commission (SEC) not later than 120 days after December [removed: 28, 2024,] [added: 27, 2025,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

With the exception of the portions of the [removed: 2025] [added: 2026] Proxy Statement expressly incorporated into this Annual Report on Form 10-K by reference, such document shall not be deemed filed as part of this Form 10-K.

FOR FISCAL YEAR [removed: 2024][added: 2025]

| 1A | | | [Risk [removed: Factors](#i156301b78a764c0383b3e8ebe09c492b_16)] [added: Factors](#ifca334774512408f9004fc85ed097f74_16)] | | | [removed: [17](#i156301b78a764c0383b3e8ebe09c492b_16)] [added: [18](#ifca334774512408f9004fc85ed097f74_16)] | | |

| 1B | | | [Unresolved Staff [removed: Comments](#i156301b78a764c0383b3e8ebe09c492b_19)] [added: Comments](#ifca334774512408f9004fc85ed097f74_19)] | | | [removed: [36](#i156301b78a764c0383b3e8ebe09c492b_19)] [added: [39](#ifca334774512408f9004fc85ed097f74_19)] | | |

| 3 | | | [Legal [removed: Proceedings](#i156301b78a764c0383b3e8ebe09c492b_28)] [added: Proceedings](#ifca334774512408f9004fc85ed097f74_28)] | | | [removed: [37](#i156301b78a764c0383b3e8ebe09c492b_28)] [added: [40](#ifca334774512408f9004fc85ed097f74_28)] | | |

| 4 | | | [Mine Safety [removed: Disclosures](#i156301b78a764c0383b3e8ebe09c492b_31)] [added: Disclosures](#ifca334774512408f9004fc85ed097f74_31)] | | | [removed: [38](#i156301b78a764c0383b3e8ebe09c492b_31)] [added: [41](#ifca334774512408f9004fc85ed097f74_31)] | | |

| 5 | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i156301b78a764c0383b3e8ebe09c492b_37)] [added: Securities](#ifca334774512408f9004fc85ed097f74_37)] | | | [removed: [39](#i156301b78a764c0383b3e8ebe09c492b_37)] [added: [42](#ifca334774512408f9004fc85ed097f74_37)] | | |

| 7 | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i156301b78a764c0383b3e8ebe09c492b_43)] [added: Operations](#ifca334774512408f9004fc85ed097f74_43)] | | | [removed: [41](#i156301b78a764c0383b3e8ebe09c492b_43)] [added: [44](#ifca334774512408f9004fc85ed097f74_43)] | | |

| 7A | | | [Quantitative and Qualitative [removed: Disclosures](#i156301b78a764c0383b3e8ebe09c492b_64)] [added: Disclosures](#ifca334774512408f9004fc85ed097f74_61)] about Market Risk | | | [removed: [54](#i156301b78a764c0383b3e8ebe09c492b_64)] [added: [58](#ifca334774512408f9004fc85ed097f74_61)] | | |

| 8 | | | [Financial Statements and Supplementary [removed: Data](#i156301b78a764c0383b3e8ebe09c492b_67)] [added: Data](#ifca334774512408f9004fc85ed097f74_64)] | | | [removed: [55](#i156301b78a764c0383b3e8ebe09c492b_67)] [added: [59](#ifca334774512408f9004fc85ed097f74_64)] | | |

| 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i156301b78a764c0383b3e8ebe09c492b_181)] [added: Disclosure](#ifca334774512408f9004fc85ed097f74_166)] | | | [removed: [104](#i156301b78a764c0383b3e8ebe09c492b_181)] [added: [110](#ifca334774512408f9004fc85ed097f74_166)] | | |

| 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i156301b78a764c0383b3e8ebe09c492b_190)] [added: Inspections](#ifca334774512408f9004fc85ed097f74_175)] | | | [removed: [104](#i156301b78a764c0383b3e8ebe09c492b_190)] [added: [110](#ifca334774512408f9004fc85ed097f74_175)] | | |

| 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#i156301b78a764c0383b3e8ebe09c492b_196)] [added: Governance](#ifca334774512408f9004fc85ed097f74_181)] | | | [removed: [105](#i156301b78a764c0383b3e8ebe09c492b_196)] [added: [111](#ifca334774512408f9004fc85ed097f74_181)] | | |

| 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related [removed: Stockholder](#i156301b78a764c0383b3e8ebe09c492b_202)] [added: Stockholder](#ifca334774512408f9004fc85ed097f74_187)] Matters | | | [removed: [106](#i156301b78a764c0383b3e8ebe09c492b_202)] [added: [112](#ifca334774512408f9004fc85ed097f74_187)] | | |

| 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i156301b78a764c0383b3e8ebe09c492b_205)] [added: Independence](#ifca334774512408f9004fc85ed097f74_190)] | | | [removed: [106](#i156301b78a764c0383b3e8ebe09c492b_205)] [added: [112](#ifca334774512408f9004fc85ed097f74_190)] | | |

| 14 | | | [Principal Accountant Fees and [removed: Services](#i156301b78a764c0383b3e8ebe09c492b_208)] [added: Services](#ifca334774512408f9004fc85ed097f74_193)] | | | [removed: [106](#i156301b78a764c0383b3e8ebe09c492b_208)] [added: [112](#ifca334774512408f9004fc85ed097f74_193)] | | |

| 15 | | | [Exhibits and Financial Statement [removed: Schedules](#i156301b78a764c0383b3e8ebe09c492b_214)] [added: Schedules](#ifca334774512408f9004fc85ed097f74_199)] | | | [removed: [107](#i156301b78a764c0383b3e8ebe09c492b_214)] [added: [113](#ifca334774512408f9004fc85ed097f74_199)] | | |

| 1 | | | [Business](#ifca334774512408f9004fc85ed097f74_13) | | | [1](#ifca334774512408f9004fc85ed097f74_13) | | |

| 1C | | | [Cybersecurity](#ifca334774512408f9004fc85ed097f74_22) | | | [39](#ifca334774512408f9004fc85ed097f74_22) | | |

| 2 | | | [Properties](#ifca334774512408f9004fc85ed097f74_25) | | | [40](#ifca334774512408f9004fc85ed097f74_25) | | |

| 6 | | | [Reserved](#ifca334774512408f9004fc85ed097f74_40) | | | [43](#ifca334774512408f9004fc85ed097f74_40) | | |

| 9A | | | [Controls and Procedures](#ifca334774512408f9004fc85ed097f74_169) | | | [110](#ifca334774512408f9004fc85ed097f74_169) | | |

| 9B | | | [Other Information](#ifca334774512408f9004fc85ed097f74_172) | | | [110](#ifca334774512408f9004fc85ed097f74_172) | | |

| 11 | | | [Executive Compensation](#ifca334774512408f9004fc85ed097f74_184) | | | [111](#ifca334774512408f9004fc85ed097f74_184) | | |

| 16 | | | [Form 10-K Summary](#ifca334774512408f9004fc85ed097f74_202) | | | [114](#ifca334774512408f9004fc85ed097f74_202) | | |

| [Signatures](#ifca334774512408f9004fc85ed097f74_205) | | | | | | [115](#ifca334774512408f9004fc85ed097f74_205) | | |

| 1 | | | [Business](#i156301b78a764c0383b3e8ebe09c492b_13) | | | [1](#i156301b78a764c0383b3e8ebe09c492b_13) | | |

| 1C | | | [Cybersecurity](#i156301b78a764c0383b3e8ebe09c492b_22) | | | [36](#i156301b78a764c0383b3e8ebe09c492b_22) | | |

| 2 | | | [Properties](#i156301b78a764c0383b3e8ebe09c492b_25) | | | [37](#i156301b78a764c0383b3e8ebe09c492b_25) | | |

| 6 | | | [Reserved](#i156301b78a764c0383b3e8ebe09c492b_40) | | | [40](#i156301b78a764c0383b3e8ebe09c492b_40) | | |

| 9A | | | [Controls and Procedures](#i156301b78a764c0383b3e8ebe09c492b_184) | | | [104](#i156301b78a764c0383b3e8ebe09c492b_184) | | |

| 9B | | | [Other Information](#i156301b78a764c0383b3e8ebe09c492b_187) | | | [104](#i156301b78a764c0383b3e8ebe09c492b_187) | | |

| 11 | | | [Executive Compensation](#i156301b78a764c0383b3e8ebe09c492b_199) | | | [105](#i156301b78a764c0383b3e8ebe09c492b_199) | | |

| 16 | | | [Form 10-K Summary](#i156301b78a764c0383b3e8ebe09c492b_217) | | | [108](#i156301b78a764c0383b3e8ebe09c492b_217) | | |

| [Signatures](#i156301b78a764c0383b3e8ebe09c492b_220) | | | | | | [109](#i156301b78a764c0383b3e8ebe09c492b_220) | | |

Our information security management system is certified to the ISO/IEC [removed: 27001:2013] [added: 27001:2022] and 27017:2018 standards by the British Standards Institution (BSI); certificates IS 780367 and CLOUD [removed: 806141,respectively.][added: 806141, respectively.]

Through these processes, during our fiscal year [removed: 2024] [added: 2025] and through the date of this filing we did not identify risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected, or are reasonably likely to materially affect, our business strategy, results of operations, or financial condition.

The Chief Information Officer is Charles River’s [removed: Senior] [added: Executive] Vice President responsible for the Global Technology organization and for information protection at Charles River.

The Chief Information Officer has more than [removed: 25] [added: 30] years of experience in the field, including serving as the Senior Vice President of Charles River’s Digital Transformation organization, leading the development and implementation of information technology strategies and roadmaps for digital and automation solutions.

Within the DSA business, we own or lease large facilities (greater than 50,000 square feet) in [removed: 7] [added: 9] countries including the U.S., Canada, China, France, Hungary, the Netherlands, [added: Cambodia, Mauritius,] and the United Kingdom.

We own large RMS facilities in Canada, France, the United Kingdom, and the U.S with additional large facilities leased in China and the U.S. Manufacturing is supported in over 10 countries with large, owned properties in the [removed: U.S., Ireland,] [added: U.S.] and [removed: China] [added: Ireland,] which are supplemented by additional leased facilities in the U.S., the United Kingdom, France, [added: China, Ireland,] and Germany.

Our common stock began trading on the New York Stock Exchange on June 23, 2000 under the symbol “CRL.” There were no equity securities that were not registered under the Securities Act of 1933, as amended, sold during fiscal year [removed: 2024.][added: 2025.]

As of January [removed: 25, 2025,] [added: 24, 2026,] there were [removed: 63] [added: 62] registered shareholders of the outstanding shares of common stock.

The following table provides information relating to our purchases of shares of our common stock during the fourth quarter of fiscal [removed: 2024:][added: 2025:]

On [removed: August 2, 2024,] [added: October 29, 2025,] the Company’s Board of Directors approved a [added: new] stock repurchase authorization of $1.0 billion.

This [added: new] authorization [removed: fully] replaces [removed: a] [added: the] prior stock repurchase authorization of [removed: $1.3] [added: $1.0] billion that had [removed: $129.1] [added: $549.3] million remaining [added: on the plan] when it was terminated.

In fiscal year [removed: 2024,] [added: 2025,] the Company repurchased [removed: 0.5] [added: 2.1] million shares of common stock for [removed: $100.7] [added: $350.0] million under the [removed: new] [added: prior] stock repurchase program.

As of December [removed: 28, 2024,] [added: 27, 2025,] the Company had [removed: $899.3 million] [added: $1.0 billion] remaining on the current authorized stock repurchase program.

The following stock performance graph compares the annual percentage change in the Company’s cumulative total shareholder return on its Common Stock during a period commencing on December [removed: 28, 2019] [added: 26, 2020] and ending on December [removed: 28, 2024] [added: 27, 2025] (as measured by dividing (1) the sum of (A) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (B) the difference between the Company’s share price at the end and the beginning of the measurement period; by (2) the share price at the beginning of the measurement period) with the cumulative total return of the S&P 500 Index and the S&P 500 Health Care Index during such period.

[removed: ][added: ]

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

| Charles River Laboratories International, Inc. | | | $ | 100 | | | | | $ | [removed: 166] [added: 147] | | | | | $ | [removed: 243] [added: 87] | | | | | $ | [removed: 143] [added: 94] | | | | | $ | [removed: 156] [added: 74] | | | | | $ | [removed: 123] [added: 81] | |

| September 28, 2025 to October 25, 2025 | | | 130 | | | | | | $ | 170.69 | | | | | — | | | | | | $ | 549,285 | |

| October 26, 2025 to November 22, 2025 | | | — | | | | | | — | | | | | | — | | | | | | 1,000,000 | | |

| November 23, 2025 to December 27, 2025 | | | 418 | | | | | | 176.09 | | | | | | — | | | | | | 1,000,000 | | |

| Total | | | 548 | | | | | | | | | | | | — | | | | | | | | |

| S&P 500 | | | 100 | | | | | | 129 | | | | | | 105 | | | | | | 133 | | | | | | 166 | | | | | | 196 | | |

| S&P 500 Health Care | | | 100 | | | | | | 126 | | | | | | 124 | | | | | | 126 | | | | | | 129 | | | | | | 148 | | |

| September 29, 2024 to October 26, 2024 | | | 198 | | | | | | $ | 194.96 | | | | | — | | | | | | $ | 899,326 | |

| October 27, 2024 to November 23, 2024 | | | — | | | | | | — | | | | | | — | | | | | | 899,326 | | |

| November 24, 2024 to December 28, 2024 | | | 430 | | | | | | 199.06 | | | | | | — | | | | | | 899,326 | | |

| Total | | | 628 | | | | | | | | | | | | — | | | | | | | | |

| S&P 500 | | | 100 | | | | | | 118 | | | | | | 152 | | | | | | 125 | | | | | | 158 | | | | | | 197 | | |

| S&P 500 Health Care | | | 100 | | | | | | 113 | | | | | | 143 | | | | | | 140 | | | | | | 143 | | | | | | 147 | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i156301b78a764c0383b3e8ebe09c492b_70)] [added: Firm](#ifca334774512408f9004fc85ed097f74_67)] (PCAOB ID 238) | | | [removed: [56](#i156301b78a764c0383b3e8ebe09c492b_70)] [added: [60](#ifca334774512408f9004fc85ed097f74_67)] | | |

| [Consolidated Statements of [removed: Income for] [added: Income](#ifca334774512408f9004fc85ed097f74_73) [(Loss)](#ifca334774512408f9004fc85ed097f74_73) [for] fiscal [removed: years](#i156301b78a764c0383b3e8ebe09c492b_76) 2024,] [added: years](#ifca334774512408f9004fc85ed097f74_73) 2025, 2024 [and](#ifca334774512408f9004fc85ed097f74_73)] 2023 [removed: [and](#i156301b78a764c0383b3e8ebe09c492b_76) 2022] | | | [removed: [59](#i156301b78a764c0383b3e8ebe09c492b_76)] [added: [63](#ifca334774512408f9004fc85ed097f74_73)] | | |

| [Consolidated Statements of Comprehensive Income (Loss) for fiscal [removed: years](#i156301b78a764c0383b3e8ebe09c492b_79) [](#i156301b78a764c0383b3e8ebe09c492b_76)2024,] [added: years](#ifca334774512408f9004fc85ed097f74_76) [](#ifca334774512408f9004fc85ed097f74_73)2025, 2024 [and](#ifca334774512408f9004fc85ed097f74_76)] 2023 [removed: [and](#i156301b78a764c0383b3e8ebe09c492b_79) 2022] | | | [removed: [60](#i156301b78a764c0383b3e8ebe09c492b_79)] [added: [64](#ifca334774512408f9004fc85ed097f74_76)] | | |

| [Consolidated Balance [removed: Sheets](#i156301b78a764c0383b3e8ebe09c492b_82)] [added: Sheets](#ifca334774512408f9004fc85ed097f74_79)] as of December [added: 27, 2025 [and](#ifca334774512408f9004fc85ed097f74_79) December] 28, 2024 [removed: [and](#i156301b78a764c0383b3e8ebe09c492b_82) December 30, 2023] | | | [removed: [61](#i156301b78a764c0383b3e8ebe09c492b_82)] [added: [65](#ifca334774512408f9004fc85ed097f74_79)] | | |

| [Consolidated Statements of Cash Flows for fiscal [removed: years](#i156301b78a764c0383b3e8ebe09c492b_85) [](#i156301b78a764c0383b3e8ebe09c492b_76)2024, 2023] [added: years](#ifca334774512408f9004fc85ed097f74_82) [](#ifca334774512408f9004fc85ed097f74_73)2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [62](#i156301b78a764c0383b3e8ebe09c492b_85)] [added: [66](#ifca334774512408f9004fc85ed097f74_82)] | | |

| [Consolidated Statements of Changes in Equity and Redeemable Noncontrolling Interests for fiscal [removed: years](#i156301b78a764c0383b3e8ebe09c492b_88) [](#i156301b78a764c0383b3e8ebe09c492b_76)2024, 2023] [added: years](#ifca334774512408f9004fc85ed097f74_85) [](#ifca334774512408f9004fc85ed097f74_73)2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [63](#i156301b78a764c0383b3e8ebe09c492b_88)] [added: [67](#ifca334774512408f9004fc85ed097f74_85)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i156301b78a764c0383b3e8ebe09c492b_91)] [added: Statements](#ifca334774512408f9004fc85ed097f74_88)] | | | [removed: [64](#i156301b78a764c0383b3e8ebe09c492b_91)] [added: [68](#ifca334774512408f9004fc85ed097f74_88)] | | |

| [Note 1. Description of Business and Summary of Significant [removed: Accounting](#i156301b78a764c0383b3e8ebe09c492b_94) [Policies](#i156301b78a764c0383b3e8ebe09c492b_94)[](#i156301b78a764c0383b3e8ebe09c492b_94)] [added: Accounting Policies](#ifca334774512408f9004fc85ed097f74_91)] | | | [removed: [64](#i156301b78a764c0383b3e8ebe09c492b_94)] [added: [68](#ifca334774512408f9004fc85ed097f74_91)] | | |

| [Note 3. Revenue from Contracts with [removed: Customers](#i156301b78a764c0383b3e8ebe09c492b_106)] [added: Customers](#ifca334774512408f9004fc85ed097f74_103)] | | | [removed: [75](#i156301b78a764c0383b3e8ebe09c492b_106)] [added: [79](#ifca334774512408f9004fc85ed097f74_103)] | | |

| [Note 4. Segment and Geographic [removed: Information](#i156301b78a764c0383b3e8ebe09c492b_112)] [added: Information](#ifca334774512408f9004fc85ed097f74_109)] | | | [removed: [77](#i156301b78a764c0383b3e8ebe09c492b_112)] [added: [80](#ifca334774512408f9004fc85ed097f74_109)] | | |

| [Note 5. Supplemental Cash Flow [removed: Information](#i156301b78a764c0383b3e8ebe09c492b_118)] [added: Information](#ifca334774512408f9004fc85ed097f74_112)] | | | [removed: [79](#i156301b78a764c0383b3e8ebe09c492b_118)] [added: [83](#ifca334774512408f9004fc85ed097f74_112)] | | |

| [Note 7. Property, Plant and Equipment, [removed: Net](#i156301b78a764c0383b3e8ebe09c492b_124)] [added: Net](#ifca334774512408f9004fc85ed097f74_118)] | | | [removed: [80](#i156301b78a764c0383b3e8ebe09c492b_124)] [added: [84](#ifca334774512408f9004fc85ed097f74_118)] | | |

| [Note 8. Venture Capital and Strategic Equity [removed: Investments](#i156301b78a764c0383b3e8ebe09c492b_127)] [added: Investments](#ifca334774512408f9004fc85ed097f74_121)] | | | [removed: [80](#i156301b78a764c0383b3e8ebe09c492b_127)] [added: [84](#ifca334774512408f9004fc85ed097f74_121)] | | |

| [Note 9. Fair [removed: Value](#i156301b78a764c0383b3e8ebe09c492b_133)] [added: Value](#ifca334774512408f9004fc85ed097f74_127)] | | | [removed: [81](#i156301b78a764c0383b3e8ebe09c492b_133)] [added: [85](#ifca334774512408f9004fc85ed097f74_127)] | | |

| [Note 10. Goodwill and Intangible [removed: Assets](#i156301b78a764c0383b3e8ebe09c492b_139)] [added: Assets](#ifca334774512408f9004fc85ed097f74_130)] | | | [removed: [82](#i156301b78a764c0383b3e8ebe09c492b_139)] [added: [87](#ifca334774512408f9004fc85ed097f74_130)] | | |

| [Note 11. Debt and Other Financing [removed: Arrangements](#i156301b78a764c0383b3e8ebe09c492b_142)] [added: Arrangements](#ifca334774512408f9004fc85ed097f74_133)] | | | [removed: [84](#i156301b78a764c0383b3e8ebe09c492b_142)] [added: [89](#ifca334774512408f9004fc85ed097f74_133)] | | |

| [Note 12. Equity and Noncontrolling [removed: Interest](#i156301b78a764c0383b3e8ebe09c492b_148)] [added: Interest](#ifca334774512408f9004fc85ed097f74_136)] | | | [removed: [86](#i156301b78a764c0383b3e8ebe09c492b_148)] [added: [91](#ifca334774512408f9004fc85ed097f74_136)] | | |

| [Note 13. Income [removed: Taxes](#i156301b78a764c0383b3e8ebe09c492b_154)] [added: Taxes](#ifca334774512408f9004fc85ed097f74_139)] | | | [removed: [89](#i156301b78a764c0383b3e8ebe09c492b_154)] [added: [94](#ifca334774512408f9004fc85ed097f74_139)] | | |

| [Note 14. Employee Benefit [removed: Plans](#i156301b78a764c0383b3e8ebe09c492b_157)] [added: Plans](#ifca334774512408f9004fc85ed097f74_142)] | | | [removed: [91](#i156301b78a764c0383b3e8ebe09c492b_157)] [added: [98](#ifca334774512408f9004fc85ed097f74_142)] | | |

| [Note 15. Stock-based [removed: Compensation](#i156301b78a764c0383b3e8ebe09c492b_163)] [added: Compensation](#ifca334774512408f9004fc85ed097f74_148)] | | | [removed: [95](#i156301b78a764c0383b3e8ebe09c492b_163)] [added: [102](#ifca334774512408f9004fc85ed097f74_148)] | | |

| [Note 16. Restructuring and Asset [removed: Impairments](#i156301b78a764c0383b3e8ebe09c492b_166)] [added: Impairments](#ifca334774512408f9004fc85ed097f74_151)] | | | [removed: [97](#i156301b78a764c0383b3e8ebe09c492b_166)] [added: [104](#ifca334774512408f9004fc85ed097f74_151)] | | |

| [Note 18. Commitments and [removed: Contingencies](#i156301b78a764c0383b3e8ebe09c492b_178)] [added: Contingencies](#ifca334774512408f9004fc85ed097f74_160)] | | | [removed: [102](#i156301b78a764c0383b3e8ebe09c492b_178)] [added: [108](#ifca334774512408f9004fc85ed097f74_160)] | | |

We have audited the accompanying consolidated balance sheets of Charles River Laboratories International, Inc. and its subsidiaries (the "Company") as of December [removed: 28, 2024] [added: 27, 2025] and December [removed: 30, 2023,] [added: 28, 2024,] and the related consolidated statements of [removed: income,] [added: income (loss),] of comprehensive income (loss), of changes in equity and redeemable noncontrolling interests and of cash flows for each of the three years in the period ended December [removed: 28, 2024,] [added: 27, 2025,] including the related notes (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December [removed: 28, 2024,] [added: 27, 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December [removed: 28, 2024] [added: 27, 2025] and December [removed: 30, 2023,] [added: 28, 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December [removed: 28, 2024] [added: 27, 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December [removed: 28, 2024,] [added: 27, 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[removed: *Interim] [added: *Annual] Goodwill Impairment Assessment [removed: –] [added: -] Biologics Solutions Reporting Unit*

As described in Notes 1 and 10 to the consolidated financial statements, the Company’s goodwill balance was [removed: $2,846.6] [added: $2,764.3] million as of December [removed: 28, 2024, and the goodwill associated with] [added: 27, 2025, a portion of which related to] the Biologics Solutions reporting [removed: unit was $606.0 million.][added: unit.]

If the carrying values of the net assets assigned to the reporting units exceed the fair values of the reporting [removed: units] [added: units,] an impairment loss equal to the difference would be recorded.

In [removed: December] [added: fiscal] 2024, subsequent to the annual goodwill impairment test, a triggering event was identified for the Biologics Solutions reporting [removed: unit.][added: unit (part of the Manufacturing reporting segment) which has goodwill assigned to it.]

The determination of the fair value of [removed: the Biologics Solutions] reporting [removed: unit] [added: units] requires the use of significant judgment using management’s best estimates of inputs and assumptions that a market participant would use.

The fair value of the Biologics Solutions reporting unit [added: tested for impairment during 2025] was determined [removed: by] using a weighted combination of a [removed: market-based approach and an] [added: discounted cash flow model (an] income [removed: approach.][added: approach), and sales and earnings multiples based on the guideline public company method, and other market information (a market approach).]

[removed: Under] [added: The discounted cash flow model used to determine] the [removed: income approach,] fair value [removed: was determined based on the estimated future cash flows] of the [added: Biologics Solutions] reporting unit [removed: which includes key] [added: reflected significant] assumptions [removed: for] [added: related to] future revenue, [added: a] long term growth [removed: rates, and] [added: rate,] operating income [removed: margins, discounted by an estimated] [added: margins and a discount rate based on a] weighted-average cost of capital.

As a result, the Company recognized a goodwill impairment charge of $215.0 [removed: million.][added: million within the accompanying consolidated statements of income (loss).]

The principal considerations for our determination that performing procedures relating to the [removed: interim] [added: annual] goodwill impairment assessment of the Biologics Solutions reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Biologics Solutions reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to earnings [removed: multiples and] [added: multiples,] sales multiples [added: and other market information] used in the [removed: market-based] [added: market] approach and future revenue, [added: the] long term growth [removed: rates,] [added: rate,] operating income margins, and discount rate used in the income approach; and (iii) the audit effort involved [removed: in] the use of professionals with specialized skill and knowledge.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the reporting unit; (ii) evaluating the appropriateness of the [removed: market-based] [added: market] approach and the income approach used by management; (iii) testing the completeness and accuracy of underlying data used in the [removed: market-based] [added: market] approach and the income approach; and (iv) evaluating the reasonableness of the significant assumptions used by management related to earnings [removed: multiples and] [added: multiples,] sales multiples [added: and other market information] used in the [removed: market-based] [added: market] approach and future revenue, [added: the] long term growth [removed: rates,] [added: rate,] operating income margins, and discount rate used in the income approach.

Evaluating management’s assumptions related to [added: other market information used in the market approach and] future revenue and operating income margins [added: used in the income approach] involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the [added: Biologics Solutions reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.]

[removed: Professionals] with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the [removed: market-based] [added: market] approach and the income [removed: approach, as well as the weighted combination of the approaches] [added: approach] and (ii) the reasonableness of the earnings [removed: multiples,] [added: multiples and] sales [removed: multiples,] [added: multiples used in the market approach, and the] long term growth [removed: rates,] [added: rate] and discount rate [removed: assumptions.][added: assumptions used in the income approach.]

*Revenue Recognition using [added: the] Cost-to-Cost Method – Discovery and Safety Assessment*

As described in Notes 1 and 3 to the consolidated financial statements, the Company recognized Discovery and Safety Assessment (DSA) revenue from services and products transferred over time of [removed: $2,446.8] [added: $2,400.4] million for the year-ended December [removed: 28, 2024,] [added: 27, 2025,] of which a significant portion relates to services that are delivered to the customer based on the extent of progress towards completion of the performance [removed: obligation that] [added: obligation, which] management measures using the cost-to-cost (input) method.

| [Note 2. Acquisitions](#ifca334774512408f9004fc85ed097f74_94) | | | [77](#ifca334774512408f9004fc85ed097f74_94) | | |

| [Note 6. Inventory](#ifca334774512408f9004fc85ed097f74_115) | | | [83](#ifca334774512408f9004fc85ed097f74_115) | | |

| [Note 17. Leases](#ifca334774512408f9004fc85ed097f74_157) | | | [106](#ifca334774512408f9004fc85ed097f74_157) | | |

The fair value was determined using a weighted combination of a discounted cash flow model (an income approach) and sales and earnings multiples based on the guideline public company method and other market information (a market approach).

Significant assumptions used in the market approach include earnings multiples, sales multiples, and other market information about the value of certain asset groups within the reporting unit.

Upon completion of the annual impairment test in fiscal 2025, management determined that the fair value of the Biologics Solutions reporting unit did not exceed its carrying value resulting in a goodwill impairment charge of $165.0 million.

Professionals

These procedures included testing the effectiveness of controls relating to the DSA revenue recognition process.

February 18, 2026

| Intangible asset impairment | | | 210,974 | | | | | | — | | | | | | — | | |

| Net income (loss) attributable to Charles River Laboratories International, Inc. | | | $ | (144,338) | | | | | $ | 22,203 | | | | | $ | 474,624 | |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Net income (loss) | | | $ | (142,163) | | | | | $ | 25,291 | | | | | $ | 480,370 | |

| Goodwill impairment | | | 165,000 | | | | | | 215,000 | | | | | | — | | |

| | | | Redeemable Noncontrolling Interests | | | Common stock | | | | | | | | | | | | Additional Paid-In Capital | | | | | | Retained Earnings | | | | | | Accumulated Other Comprehensive Income (Loss) | | | | | | Treasury Stock | | | | | | | | | | | | Total Equity Attributable to Common Shareholders | | | | | | Noncontrolling Interest | | | | | | Total Equity | | |

| December 28, 2024 | | | $ | 41,126 | | 51,141 | | | | | | $ | 511 | | | | | $ | 1,966,237 | | | | | $ | 1,812,100 | | | | | $ | (317,345) | | | | | — | | | | | | $ | — | | | | | $ | 3,461,503 | | | | | $ | 5,449 | | | | | $ | 3,466,952 | |

| Net income (loss) | | | 371 | | | — | | | | | | — | | | | | | — | | | | | | (144,338) | | | | | | — | | | | | | — | | | | | | — | | | | | | (144,338) | | | | | | 1,804 | | | | | | (142,534) | | |

| Other comprehensive income | | | 1,160 | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 145,562 | | | | | | — | | | | | | — | | | | | | 145,562 | | | | | | — | | | | | | 145,562 | | |

| Dividends declared to noncontrolling interests | | | (7,794) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,952) | | | | | | (1,952) | | |

| Adjustment of redeemable noncontrolling interests to redemption value | | | 6,400 | | | — | | | | | | — | | | | | | (6,400) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,400) | | | | | | — | | | | | | (6,400) | | |

| Purchase of treasury shares | | | — | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,137 | | | | | | (360,108) | | | | | | (360,108) | | | | | | — | | | | | | (360,108) | | |

| Share repurchase excise tax | | | — | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,419) | | | | | | (3,419) | | | | | | — | | | | | | (3,419) | | |

| Retirement of treasury shares | | | — | | | (2,137) | | | | | | (21) | | | | | | (84,364) | | | | | | (279,142) | | | | | | — | | | | | | (2,137) | | | | | | 363,527 | | | | | | — | | | | | | — | | | | | | — | | |

| December 27, 2025 | | | $ | 41,263 | | 49,217 | | | | | | $ | 492 | | | | | $ | 1,947,301 | | | | | $ | 1,388,620 | | | | | $ | (171,783) | | | | | — | | | | | | $ | — | | | | | $ | 3,164,630 | | | | | $ | 5,301 | | | | | $ | 3,169,931 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

In September 2025, the FASB issued ASU 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350 - 40) - Targeted Improvements to the Accounting for Internal-Use Software.” ASU 2025-06 improves the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods, including the methods that entities may use to develop software in the future.

Early adoption is permitted, and the amendments in this ASU may be adopted using either a prospective transition approach, a modified transition approach or a retrospective transition approach.

The Company is currently evaluating the impact this new standard will have on the consolidated financial statements and the related disclosures.

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments – Credit Losses (Topic 326) Measurement of Credit Losses for Accounts Receivables and Contract Assets.” ASU 2025-05 provides a practical expedient to assume that the current conditions as of the balance sheet date do not change for the remaining life of the asset if the expected credit losses were estimated under the reasonable and supportable approach.

The ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods.

Early adoption is permitted, and if practical expedient is elected, the amendments in this update should be applied on a prospective basis.

The Company has evaluated the impact this new standard will have and has determined that there will not be a material impact on the consolidated financial statements and the related disclosures.

their dispersion across many geographic areas.

Cost is determined principally by the first-in, first-out method for a majority of the Company’s inventory and by average-cost for the remainder.

The Company also capitalizes costs related to specific upgrades

The Company changed useful life estimates to better reflect the estimated periods during which these assets will remain in service, effective for fiscal 2025.

The estimated useful lives of machinery and equipment, which was previously 5 years increased to 7 years, and building improvements which was previously 10 years increased to 15 years.

The effect of this change in estimate during fiscal year 2025 reduced depreciation expense by $18.1 million, reduced the net loss available to Charles River Laboratories International, Inc. common shareholders by $14.3 million and reduced the basic and diluted loss per share by approximately $0.29.

observable price changes in orderly transactions for the identical or a similar investment of the same investee.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| [Note 2. Acquisitions and Divestitures](#i156301b78a764c0383b3e8ebe09c492b_97) | | | [72](#i156301b78a764c0383b3e8ebe09c492b_97) | | |

| [Note 6. Inventory](#i156301b78a764c0383b3e8ebe09c492b_121) | | | [79](#i156301b78a764c0383b3e8ebe09c492b_121) | | |

| [Note 17. Leases](#i156301b78a764c0383b3e8ebe09c492b_172) | | | [100](#i156301b78a764c0383b3e8ebe09c492b_172) | | |

This resulted from a loss of key customers, ultimately resulting in a reduction in Biologics Solutions’ long range financial outlook.

Management conducted a quantitative impairment test for goodwill to determine if the goodwill in the Biologics Solutions reporting unit was impaired.

Under the market-based approach, the Company utilized entity specific information about the reporting unit as well as publicly available industry information to determine key assumptions including earnings multiples and sales multiples.

Biologics reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation, review of contracts, testing of budget versus actual costs incurred, and testing of revenue recognition.

February 19, 2025

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| December 25, 2021 | | | $ | 53,010 | | 50,480 | | | | | | $ | 505 | | | | | $ | 1,718,304 | | | | | $ | 980,751 | | | | | $ | (164,740) | | | | | — | | | | | | $ | — | | | | | $ | 2,534,820 | | | | | $ | 4,162 | | | | | $ | 2,538,982 | |

| Net income | | | 4,020 | | | — | | | | | | — | | | | | | — | | | | | | 486,226 | | | | | | — | | | | | | — | | | | | | — | | | | | | 486,226 | | | | | | 2,362 | | | | | | 488,588 | | |

| Other comprehensive (loss) | | | (3,585) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (97,317) | | | | | | — | | | | | | — | | | | | | (97,317) | | | | | | — | | | | | | (97,317) | | |

| Dividends declared to noncontrolling interest | | | (3,525) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,739) | | | | | | (1,739) | | |

| Adjustment to noncontrolling interest fair value | | | 7,507 | | | — | | | | | | — | | | | | | (7,507) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (7,507) | | | | | | — | | | | | | (7,507) | | |

| Purchase of treasury shares | | | — | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 130 | | | | | | (38,651) | | | | | | (38,651) | | | | | | — | | | | | | (38,651) | | |

| Retirement of treasury shares | | | — | | | (130) | | | | | | (1) | | | | | | (4,574) | | | | | | (34,076) | | | | | | — | | | | | | (130) | | | | | | 38,651 | | | | | | — | | | | | | — | | | | | | — | | |

| December 30, 2023 | | | $ | 56,722 | | 51,338 | | | | | | $ | 513 | | | | | $ | 1,905,578 | | | | | $ | 1,887,218 | | | | | $ | (196,427) | | | | | — | | | | | | $ | — | | | | | $ | 3,596,882 | | | | | $ | 5,394 | | | | | $ | 3,602,276 | |

In December of 2022, the Company sold the Avian Vaccine Services business (Avian), reported in the Manufacturing segment, which supplied specific-pathogen-free chicken eggs and chickens.

In November 2023, the FASB issued ASU 2023-07, “Improvements to Reportable Segment Disclosures (Topic 280)”.

ASU 2023-07 modifies reportable segment disclosure requirements, primarily through enhanced disclosures about segment expenses categorized as significant or regularly provided to the Chief Operating Decision Maker (CODM).

In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, and contain other disclosure requirements.

The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows.

participants at the measurement date.

Inventory value is generally based on the standard cost method for all businesses.

Standard costs are trued-up to reflect actual cost.

Service revenue is

Any gains or losses on forward contracts associated with the Company’s U.S. dollar denominated loan borrowed by a non-U.S. entity under the Company’s Credit Facility are recognized immediately in Interest expense.

Gains or losses incurred on the remeasurement of the Company’s U.S. dollar denominated loan borrowed by a non-U.S. entity with a different functional currency is recorded in Other (expense) income, net.

ACQUISITIONS AND DIVESTITURES

The total consideration allocable to the Noveprim acquisition is $392.4 million,

Fiscal 2022 Acquisition

Explora BioLabs Holdings, Inc.

On April 5, 2022, the Company acquired Explora BioLabs Holdings, Inc. (Explora BioLabs), a provider of contract vivarium research services, providing biopharmaceutical clients with turnkey *in vivo* vivarium facilities, management and related services to efficiently conduct their early-stage research activities.

The acquisition of Explora BioLabs complements the Company’s existing Insourcing Solutions business, specifically the CRADL™ (Charles River Accelerator and Development Lab) footprint, and offers incremental opportunities to partner with an emerging client base, many of which are engaged in cell and gene therapy development.

The purchase price of Explora BioLabs was $284.5 million, net of $6.6 million in cash.

The Company incurred transaction and integration costs in connection with the acquisition of $2.9 million, and $7.5 million during fiscal years 2023 and 2022, respectively, which was primarily included in Selling, general and administrative expenses within the consolidated statements of income.

| Redeemable noncontrolling interest (3) | | | (45,426) | | | | | | — | | | | | | — | | |

Based on their evaluation, required by paragraph (b) of Rules 13a-15 or 15d-15, promulgated by the Securities Exchange Act of 1934, as amended (Exchange Act), the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, are effective, at a reasonable assurance level, as of December [removed: 28, 2024,] [added: 27, 2025,] to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Based on our assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of December [removed: 28, 2024.][added: 27, 2025.]

The effectiveness of our internal control over financial reporting as of December [removed: 28, 2024,] [added: 27, 2025,] has been audited by PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm, as stated in their report which appears in Item 8, “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

There were no material changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of the Exchange Act Rules 13a-15 or 15d-15 that occurred during the fourth quarter of [removed: 2024] [added: 2025] that materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the quarter ended December [removed: 28, 2024,] [added: 27, 2025,] none of our officers or directors adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

Any information required by this Item regarding our directors and compliance with Section 16(a) of the Exchange Act by our officers and directors will be included in the [removed: 2025] [added: 2026] Proxy Statement under the sections captioned “Nominees for Directors” and “Delinquent Section 16(a) Reports” and is incorporated herein by reference thereto.

The information required by this Item regarding our corporate governance will be included in the [removed: 2025] [added: 2026] Proxy Statement under the section captioned “Corporate Governance” and is incorporated herein by reference thereto.

The information required by this Item regarding the audit committee of the Board of Directors and financial experts will be included in the [removed: 2025] [added: 2026] Proxy Statement under the section captioned “The Board of Directors and its Committees-Audit Committee and Financial Experts” and is incorporated herein by reference thereto.

During fiscal [removed: 2024,] [added: 2025,] we did not award options to any named executive officer in the period beginning four business days before and ending one business day after the filing of a Form 10-Q or Form 10-K, or the filing or furnishing of a Form 8-k that discloses material nonpublic information.

The remainder of the information required by this Item will be included in the [removed: 2025] [added: 2026] Proxy Statement under the sections captioned [removed: “2024] [added: “2025] Director Compensation,” “Compensation Discussion and Analysis,” “Executive Compensation and Related Information,” “Compensation Committee Interlocks and Insider Participation” and “Report of Compensation Committee,” and is incorporated herein by reference thereto.

The information required by this Item will be included in the [removed: 2025] [added: 2026] Proxy Statement under the sections captioned “Beneficial Ownership of Securities” and “Equity Compensation Plan Information” and is incorporated herein by reference thereto.

The information required by this Item will be included in the [removed: 2025] [added: 2026] Proxy Statement under the sections captioned “Related Person Transaction Policy” and “Corporate Governance-Director Qualification Standards; Director Independence” and is incorporated herein by reference thereto.

The information required by this Item will be included in the [removed: 2025] [added: 2026] Proxy Statement under the section captioned “Statement of Fees Paid to Independent Registered Public Accounting Firm” and is incorporated herein by reference thereto.

| [removed: Form] [added: Exhibit No.] | | | [removed: Filing Date] [added: Description] | | | [removed: Exhibit No.] [added: Filed with this Form 10-K] | | | [added: Form] | | | [added: Filing Date] | | | [added: Exhibit No.] | | |

| 10.7* | | | [Charles River Executive Separation Plan dated December 05, 2024](https://www.sec.gov/Archives/edgar/data/1100682/000110068225000011/crl1228202410-kex107.htm) | | | [removed: X] | | | [added: 10-K] | | | [added: February 19, 2025] | | | [added: 10.7] | | |

| [removed: 10.12*] [added: 10.14*] | | | [Executive Incentive Compensation Program effective January 1, 2021](https://www.sec.gov/Archives/edgar/data/0001100682/000110068221000010/ex102eicpplandocument2021f.htm) | | | | | | 10-Q | | | May 4, 2021 | | | 10.2 | | |

| [removed: 10.13†] [added: 10.15†] | | | [Charles River Laboratories amended and restated Deferred Compensation Plan, as amended](https://www.sec.gov/Archives/edgar/data/1100682/000110068225000011/crl1228202410-kex1013.htm) | | | [removed: X] | | | [added: 10-K] | | | [added: February 19, 2025] | | | [added: 10.13] | | |

| [removed: 10.14] [added: 10.16] | | | [Tenth Amended and Restated Credit Agreement, dated as of December 13, 2024, among Charles River Laboratories International, Inc., the Subsidiary Borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto](https://www.sec.gov/Archives/edgar/data/1100682/000095010324017767/dp222024_ex1001.htm) | | | | | | 8-K | | | December 13, 2024 | | | 10.1 | | |

| [removed: 10.15*] [added: 10.17*] | | | [Charles River Laboratories International, Inc. Restricted Stock Unit Award, dated December 25, 2021 granted to Joseph W. LaPlume](https://www.sec.gov/Archives/edgar/data/0001100682/000110068221000028/exhibit101-8xkfiled122721.htm) | | | | | | 8-K | | | December 27, 2021 | | | 10.1 | | |

| [removed: 10.16*] [added: 10.18*] | | | [Charles River Laboratories International, Inc. Performance Share Unit Award, dated December 25, 2021 granted to Joseph W. LaPlume](https://www.sec.gov/Archives/edgar/data/0001100682/000110068221000028/exhibit102-8xkfiled122721.htm) | | | | | | 8-K | | | December 27, 2021 | | | 10.2 | | |

| [removed: 10.17*†] [added: 10.20*] | | | [removed: [Employment Offer Letter] [added: [Letter Agreement by and] between Charles River [removed: Laboratories,] [added: Laboratories International,] Inc. and [removed: Flavia Pease,] [added: Birgit Girshick,] dated as of [removed: March 4, 2022](https://www.sec.gov/Archives/edgar/data/1100682/000110068222000016/crl3262022ex101.htm)] [added: January 6, 2026](https://www.sec.gov/Archives/edgar/data/1100682/000110068226000022/crl1227202510-kex1020.htm)] | | | [added: X] | | | [removed: 10-Q] | | | [removed: May 4, 2022] | | | [removed: 10.1] | | |

| 21.1 | | | [Subsidiaries of Charles River Laboratories International, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1100682/000110068225000011/crl1228202410-kex211.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1100682/000110068226000022/crl1227202510-kex211.htm)] | | | X | | | | | | | | | | | |

| 23.1 | | | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/1100682/000110068225000011/crl1228202410-kex231.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1100682/000110068226000022/crl1227202510-kex231.htm)] | | | X | | | | | | | | | | | |

| 31.1 | | | [Rule 13a-14(a)/15d-14(a) Certification of Chief Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/1100682/000110068225000011/crl1228202410-kex311.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1100682/000110068226000022/crl1227202510-kex311.htm)] | | | X | | | | | | | | | | | |

| 31.2 | | | [Rule 13a-14(a)/15d-14(a) Certification of Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1100682/000110068225000011/crl1228202410-kex312.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1100682/000110068226000022/crl1227202510-kex312.htm)] | | | X | | | | | | | | | | | |

| 32.1 | | | [Section 1350 Certification of the Chief Executive Officer and Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1100682/000110068225000011/crl1228202410-kex321.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1100682/000110068226000022/crl1227202510-kex321.htm)] | | | X | | | | | | | | | | | |

| 10.12* | | | [Amendment to the Amended and Restated Employment Agreement by and between James C. Foster and Charles River International, Inc., dated May 20, 2025](https://www.sec.gov/Archives/edgar/data/1100682/000110068225000034/crl6282025ex101.htm) | | | | | | 10-Q | | | August 6, 2025 | | | 10.1 | | |

| 10.13* | | | [Amendment No. 2 to the Amended and Restated Employment Agreement by and between James C. Foster and Charles River International, Inc., dated January 6, 2026](https://www.sec.gov/Archives/edgar/data/1100682/000110068226000022/crl1227202510-kex1013.htm) | | | X | | | | | | | | | | | |

| 10.19 | | | [Cooperation Agreement, by and among the Company and Elliott Investment Management L.P., Elliott Associates, L.P. and Elliott International, L.P., dated as of May 6, 2025](https://www.sec.gov/Archives/edgar/data/1100682/000095010325005798/dp228602_ex1001.htm) | | | | | | 8-K | | | May 7, 2025 | | | 10.1 | | |

| | | | [removed: *Corporate Executive] [added: *Interim Chief Financial Officer, Corporate Senior] Vice [removed: President and] [added: President,] Chief [added: Accounting Officer (duly authorized officer and Principal] Financial [removed: Officer*] [added: and Accounting Officer)*] | | | | | |

| By: | | | /s/ JAMES C. FOSTER | | | *Chairman, President and Chief Executive Officer* | | | February [removed: 19, 2025] [added: 18, 2026] | | |

| [removed: By:] | | | [removed: /s/ MICHAEL] [added: Michael] G. [removed: KNELL] [added: Knell] | | | *Corporate Senior Vice [removed: President and*] [added: President, Chief Accounting Officer (duly authorized officer and Principal Financial and Accounting Officer)*] | | | [removed: February 19, 2025] | | |

| | | | Michael G. Knell | | | [removed: *Chief Accounting Officer*] | | | [removed: | | |]

| By: | | | /s/ NANCY C. ANDREWS | | | *Director* | | | February [removed: 19, 2025] [added: 18, 2026] | | |

| By: | | | /s/ RESHEMA KEMPS-POLANCO | | | *Director* | | | February [removed: 19, 2025] [added: 18, 2026] | | |

| By: | | | /s/ GEORGE LLADO | | | *Director* | | | February [removed: 19, 2025] [added: 18, 2026] | | |

| By: | | | /s/ MARTIN MACKAY | | | *Director* | | | February [removed: 19, 2025] [added: 18, 2026] | | |

| By: | | | /s/ CRAIG B. THOMPSON | | | *Director* | | | February [removed: 19, 2025] [added: 18, 2026] | | |

| By: | | | /s/ VIRGINIA M. WILSON | | | *Director* | | | February [removed: 19, 2025] [added: 18, 2026] | | |

| February 18, 2026 | | | By: | | | /s/ MICHAEL G. KNELL | | |

| By: | | | /s/ MICHAEL G. KNELL | | | *Interim Chief Financial Officer, and* | | | February 18, 2026 | | |

| By: | | | /s/ STEVEN BARG | | | *Director* | | | February 18, 2026 | | |

| | | | Steven Barg | | | | | | | | |

| By: | | | /s/ ABRAHAM CEESAY | | | *Director* | | | February 18, 2026 | | |

| | | | Abraham Ceesay | | | | | | | | |

| By: | | | /s/ MARK ENYEDY | | | *Director* | | | February 18, 2026 | | |

| | | | Mark Enyedy | | | | | | | | |

| By: | | | /s/ PAUL GRAVES | | | *Director* | | | February 18, 2026 | | |

| | | | Paul Graves | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| February 19, 2025 | | | By: | | | /s/ FLAVIA H. PEASE | | |

| | | | Flavia H. Pease | | | | | |

| By: | | | /s/ FLAVIA H. PEASE | | | *Corporate Executive Vice President and* | | | February 19, 2025 | | |

| | | | Flavia H. Pease | | | *Chief Financial Officer* | | | | | |

| By: | | | /s/ ROBERT J. BERTOLINI | | | *Director* | | | February 19, 2025 | | |

| | | | Robert J. Bertolini | | | | | | | | |

| By: | | | /s/ DEBORAH T. KOCHEVAR | | | *Director* | | | February 19, 2025 | | |

| | | | Deborah T. Kochevar | | | | | | | | |

| By: | | | /s/ GEORGE E. MASSARO | | | *Director* | | | February 19, 2025 | | |

| | | | George E. Massaro | | | | | | | | |

| By: | | | /s/ RICHARD F. WALLMAN | | | *Director* | | | February 19, 2025 | | |

| | | | Richard F. Wallman | | | | | | | | |