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CRLCharles River Laboratories

Health care · Research Services · NYSE

We began operating in 1947 and, since then, have undergone several changes to our business structure. 10-K, Item 1

Employees
19,700
Headquarters
Wilmington, MA
CEO
Birgit Girshick
Next results
around Jan 12, 2027
Compare with peers → Embed

10-K 0001100682-26-000022 (2026-02-18) vs 10-K 0001100682-25-000011 (2025-02-19)

SectionCompared textWords nowChanged
Risk FactorsItem 1A17,079 15.2%
MD&AItem 79,151 31.3%
Legal ProceedingsItem 3758 38.4%
Accounting PoliciesItem 8, Note 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES7,035 11.1%

The redline: what was cut and what was added

In each section, the paragraph that changed most, marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 387 words changed in this paragraph; it is 36% similar to last year's version.
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 Cambodia. That investigation remains ongoing Cambodia in late 2022 and we are continuing to cooperate with the investigation. As early 2023 (the NHP Shipments). The DOJ also previously disclosed, undertook 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 related 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. 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 (loss) to reflect the reduction in carrying value of this inventory to zero. On May 16, 2023, In July 2025, we received an inquiry from were informed that USFWS had determined to clear the Enforcement Division of NHP Shipments for legal entry into 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 United States. Furthermore, in August 2025 we are cooperating with the requests. Our Audit Committee has retained counsel to conduct an independent investigation into certain issues raised in the investigations, and that work is ongoing. We are not able to predict what action, if any, might be taken in the future were advised by the DOJ, USFWS, SEC or other governmental authorities. None of DOJ that both the DOJ, USFWS or SEC has provided us with any specific timeline or indication as to when these investigations or, specific to grand jury investigation and 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. parallel civil investigation had been closed.

Source: Item 7, 10-K 0001100682-26-000022 vs Item 7, 10-K 0001100682-25-000011

Risk Factors 278 words changed in this paragraph; it is 62% similar to last year's version.
As with other industry participants, certain of our activities rely on a sufficient supply of large research models, which has seen increasing demand as compared to supply in recent years due to a variety of factors. First, the surge of research relating to COVID-19 increased short-term demand. Second, China previously supplied a significant portion of certain critical large research models, which have been subject to geographic export restrictions applicable to many animal species since the beginning of the COVID-19 pandemic. And third, in concert with legal matters affecting the Cambodian supply of non-human primates, the non-human primate supply chain globally has recently experienced constriction. More broadly, legal matters and investigations may have ancillary impacts that impair supply chain access. 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 States. While the Company was not named or referenced in the November 2022 proceedings, the Company shortly thereafter announced that States, which led to an effective cessation of imports from 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 States for a period of time. Specific to the Company’s announcement, USFWS denied clearance to certain shipments of non-human primates the Company had received from Cambodia. And as noted Company, in Item 3. “Legal Proceedings” 2023, in this Annual Report on Form 10-K, in February 2023 the Company received connection with a grand jury subpoena requesting certain documents related to an now closed 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 announced it to was voluntarily provide information, subsequently augmented with a document subpoena and additional inquiries, primarily related to the sourcing of non-human primates and related disclosures. In connection with the civil investigation, the Company has voluntarily suspended suspending planned future shipments of Cambodia non-human primates into the United States until such time that the Company and USFWS can could agree upon and implement additional procedures to reasonably ensure that non-human primates imported to the United States from Cambodia are purpose-bred. Accordingly, In November 2025, the Company believes that for some undetermined period of time it will not be able received USFWS CITES clearance to import Cambodia-sourced non-human primates Cambodian NHPs 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. has resumed such activity.

Source: Item 1A, 10-K 0001100682-26-000022 vs Item 1A, 10-K 0001100682-25-000011

Accounting Policies 146 words changed in this paragraph; it is 42% similar to last year's version.
In November 2024, September 2025, the FASB issued ASU 2024-03, “Disaggregation 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 Income Statement Expenses (Subtopic 220-40)” which requires enhanced disclosure of income statement expense categories the guidance by removing all references to improve transparency and provide financial statement users with more detailed information about software development project stages so that the nature, amount and timing of expenses impacting financial performance. This new guidance is neutral to different software development methods, including the methods that entities may use to develop software in the future. The ASU is effective for the Company for annual periods fiscal years beginning after December 15, 2026 2027, and interim reporting periods beginning after December 26, 2027, with early within those annual reporting periods. Early adoption permitted. The is permitted, and the amendments in this ASU may be adopted using the either a prospective transition approach, a modified transition approach or a retrospective methods. transition approach. The Company is currently evaluating the impact this new standard will have on the related disclosures in the consolidated financial statements. statements and the related disclosures.

Source: Item 8, Note 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001100682-26-000022 vs Item 8, Note 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001100682-25-000011

Legal Proceedings 83 words changed in this paragraph; it is 86% similar to last year's version.
A putative securities class action (Securities Class Action) was filed on May 19, 2023 against the Company and a number of its current/former officers in the United States District Court for the District of Massachusetts. On August 31, 2023, the court appointed the State Teachers Retirement System of Ohio as lead plaintiff. An amended complaint was filed on November 14, 2023 that, among other things, included only James Foster, the Chief Executive Officer and David R. Smith, the former Chief Financial Officer as defendants along with the Company. The amended complaint asserts claims under §§ 10(b) and 20(a) of the Securities Exchange Act of 1934 (the Exchange Act) on behalf of a putative class of purchasers of Company securities from May 5, 2020 through February 21, 2023, alleging that certain of the Company’s disclosures about its practices with respect to the importation of non-human primates made during the putative class period were materially false or misleading. On July 1, 2024, the court dismissed the complaint, denied the plaintiff’s informal request for leave to amend, and entered judgment for defendants. On July 30, the plaintiff filed a notice of appeal in the United States Court of Appeals for the First Circuit. 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. While the Company cannot predict the final outcome of this matter, it believes the class action to be without merit and plans to vigorously defend against it. The Company cannot reasonably estimate the maximum potential exposure or the range of possible loss in association with this matter.

Source: Item 3, 10-K 0001100682-26-000022 vs Item 3, 10-K 0001100682-25-000011

Every change, by type

Sentences and paragraphs of CRL's Risk Factors and MD&A, 10-K 2026-02-18 against 10-K 2025-02-19. Each links to the text at sec.gov.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
•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.

Read it in 10-K 2026-02-18 at sec.gov ↗

AddedRisk Factors
•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.

Read it in 10-K 2026-02-18 at sec.gov ↗

AddedRisk Factors
•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.

Read it in 10-K 2026-02-18 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-18 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-18 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-18 at sec.gov ↗

AddedRisk Factors
manner. We may not be successful in managing these or any other significant risks that we encounter in divesting a business, site or product line or service offering and, as a result, we may not achieve some or all of the expected benefits of the divestitures.

Read it in 10-K 2026-02-18 at sec.gov ↗

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

Read it in 10-K 2026-02-18 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-18 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-18 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-18 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-18 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-02-19 at sec.gov ↗

RemovedRisk Factors
when interrupted, adversely affects our business”, and “Item 3. Legal Proceedings” included elsewhere in this Form 10-K. In addition, if regulatory authorities were to mandate a significant reduction in safety assessment procedures that utilize research animals (as has been advocated by certain groups), certain segments of our business could be materially adversely affected.

Read it in 10-K 2025-02-19 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-02-19 at sec.gov ↗

RewordedRisk Factors
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 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).

Read it in 10-K 2026-02-18 at sec.gov ↗

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

Read it in 10-K 2026-02-18 at sec.gov ↗

RewordedRisk Factors
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 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.

Read it in 10-K 2026-02-18 at sec.gov ↗

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

Read it in 10-K 2026-02-18 at sec.gov ↗

RewordedRisk Factors
Consequently, you should not consider the following to be a complete discussion of all potential risks or uncertainties 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.

Read it in 10-K 2026-02-18 at sec.gov ↗

RewordedRisk Factors
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 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.

Read it in 10-K 2026-02-18 at sec.gov ↗

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

Read it in 10-K 2026-02-18 at sec.gov ↗

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

Read it in 10-K 2026-02-18 at sec.gov ↗

RewordedRisk Factors
Our results of operations in any quarter may vary from quarter to quarter and are influenced by the risks discussed above, as well as: changes in the general global economy; changes in the mix of our products and services; changes in government regulation or in practices related to the pharmaceutical or biotechnology industries, including with respect to the use of NAMs; cyclical buying patterns of our clients; the financial performance of our strategic and venture capital investments; certain acquisition-related adjustments, including change in fair value of contingent payments both receivable from or payable to counterparties; and the occasional extra week (“53rd week”) that we recognize in a fiscal year (and fourth fiscal quarter thereof), including 2022, due to our fiscal year ending on the last Saturday in December.

Read it in 10-K 2026-02-18 at sec.gov ↗

RewordedRisk Factors
We have a strong record of employee retention, and we strive to reduce the impact of the potential loss of existing employees by having an established organizational talent review process that identifies successors and potential talent needs.

Read it in 10-K 2026-02-18 at sec.gov ↗

RewordedRisk Factors
Foster or other If members of senior management do not continue in their present positions, particularly if they do not give reasonable advance notice should they choose to depart from the Company with little to no notice, Company, our business may be adversely impacted.

Read it in 10-K 2026-02-18 at sec.gov ↗

RewordedRisk Factors
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 States. States, which led to an effective cessation of imports from Cambodia to the United States for a period of time.

Read it in 10-K 2026-02-18 at sec.gov ↗

Quiet changesRisk Factors
As of the date of this filing, to our knowledge, we have not experienced an a material information security breach or material cybersecurity incident since an event in 2019.

Read it in 10-K 2026-02-18 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-18 at sec.gov ↗

AddedMD&A
Revenue for DSA declined in fiscal year 2025 as demand trends resulted in lower study volumes in both discovery and safety assessment services, driven by both large biopharmaceutical and small and mid-sized biotechnology clients. 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. DSA backlog decreased to $1.9 billion as of December 27, 2025 from $2.0 billion as of December 28, 2024.

Read it in 10-K 2026-02-18 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-18 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-18 at sec.gov ↗

AddedMD&A
Despite the near-term market 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

Read it in 10-K 2026-02-18 at sec.gov ↗

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

Read it in 10-K 2026-02-18 at sec.gov ↗

AddedMD&A
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 Cambodia in late 2022 and early 2023 (the NHP Shipments). The DOJ also undertook a parallel civil investigation related to 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 (loss) to reflect the reduction in carrying value of this inventory to zero. 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.

Read it in 10-K 2026-02-18 at sec.gov ↗

AddedMD&A
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 cooperated with the requests. Our Audit Committee retained counsel to conduct an independent investigation into certain issues raised in the investigations. 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.

Read it in 10-K 2026-02-18 at sec.gov ↗

AddedMD&A
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

Read it in 10-K 2026-02-18 at sec.gov ↗

AddedMD&A
reportable segment. In response, we conducted a recoverability test for each asset group, based on an estimate of undiscounted future cash flows for various recoverability scenarios, to determine if the asset groups were impaired. Upon completion of the recoverability test, it was determined that the probability-weighted undiscounted cash flow of the CDMO Cell Therapy asset group exceeded its carrying value. The Cell Solutions and CDMO Gene Therapy asset groups probability-weighted undiscounted cash flows did not exceed their carrying values, resulting in an intangible asset impairment charge of approximately $211.0 million. Additionally, we recorded impairment charges of approximately $8.0 million to Property, plant, and equipment, net and Operating lease right-of-use assets, net, recognized in our consolidated statements of income (loss) as a component of selling, general and administrative expenses. The fair value of the Cell Solutions and CDMO Gene Therapy asset groups was determined using a market approach by using other market information about the value of these asset groups.

Read it in 10-K 2026-02-18 at sec.gov ↗

AddedMD&A
Fiscal Year 2025 2024 (in thousands) Proceeds from long-term debt and revolving credit facility $ 1,227,534 $ 1,081,581 Payments on long-term debt, revolving credit facility, and finance lease obligations (1,349,317) (1,493,769) Proceeds from exercises of stock options 714 23,878 Purchase of treasury stock (360,673) (119,175) Payment of contingent considerations (21,822) — Purchase of remaining equity interest of other redeemable noncontrolling interest (19,140) (12,000) Other, net (14,022) (31,442) Net cash used in financing activities $ (536,726) $ (550,927)

Read it in 10-K 2026-02-18 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-02-19 at sec.gov ↗

RemovedMD&A
Within the DSA segment, these demand trends led to lower study volumes in both Safety Assessment and Discovery businesses, principally driven by softer demand from both large biopharmaceutical clients and small and mid-sized biotechnology clients. 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. DSA backlog decreased to $2.0 billion as of December 28, 2024 from $2.5 billion as of December 30, 2023. 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.

Read it in 10-K 2025-02-19 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-02-19 at sec.gov ↗

RemovedMD&A
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,

Read it in 10-K 2025-02-19 at sec.gov ↗

RemovedMD&A
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 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 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. 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 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 are cooperating with the requests. Our Audit Committee has retained counsel to conduct an independent investigation into certain issues raised in the investigations, and that work is ongoing. 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.

Read it in 10-K 2025-02-19 at sec.gov ↗

RemovedMD&A
have decreased by $129.8 million, and our operating income would have decreased by $8.0 million, if the U.S. dollar exchange rate had strengthened by 10%, with all other variables held constant.

Read it in 10-K 2025-02-19 at sec.gov ↗

RewordedMD&A
The decreases decrease in operating income and operating income margins margin for fiscal year 2024 were 2025 was primarily due to the 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 above, charge above; partially offset by a decrease in charges related to the goodwill impairment impairments within our Manufacturing business, recent restructuring activities, including severance, asset impairments, lower severance costs and other site consolidation costs, and the absence of an inventory charge incurred in connection with the investigations by the U.S. government into the non-human primate supply chain. chain in fiscal year 2024.

Read it in 10-K 2026-02-18 at sec.gov ↗

RewordedMD&A
The increase in net cash provided by operating activities was primarily due to favorable performance across 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 $46.7 million, lower purchases of inventory supporting our Safety Assessment business, benefiting our cash provided by operations by $16.8 approximately $12 million; partially offset by $27.6 million related to accrued compensation, and timing higher purchases of payments to our suppliers and vendors reducing our cash provided by operations by $14.3 inventory of $49 million.

Read it in 10-K 2026-02-18 at sec.gov ↗

RewordedMD&A
The increase in net cash provided by operating activities was primarily due to favorable performance across 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 $46.7 million, lower purchases of inventory supporting our Safety Assessment business, benefiting our cash provided by operations by $16.8 approximately $12 million; partially offset by $27.6 million related to accrued compensation, and timing higher purchases of payments to our suppliers and vendors reducing our cash provided by operations by $14.3 inventory of $49 million.

Read it in 10-K 2026-02-18 at sec.gov ↗

RewordedMD&A
DSA revenue decreased $164.3 $48.4 million primarily due to decreased revenue in our Safety Assessment and Discovery Services businesses due to decreased study lower volume driven by softer demand continued cautious client spending as a result of more cautious client spending in the biopharmaceutical current demand environment, and the impact of a recently divested site related to our Safety Assessment business which contributed $8.5 million to the decrease; partially offset by the effect of changes in foreign currency exchange rates.

Read it in 10-K 2026-02-18 at sec.gov ↗

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

Read it in 10-K 2026-02-18 at sec.gov ↗

RewordedMD&A
Operating income and operating income as a percentage of revenue decreased primarily due to higher charges related to recent the lower revenue described above, increased restructuring activities, including severance, asset impairments and site consolidation, and asset impairment charges, higher amortization related to acquisitions, including an inventory step up recorded in cost of revenue from the Noveprim acquisition; consolidation charges; partially offset by the impacts absence of the RMS revenue drivers described above. inventory charge

Read it in 10-K 2026-02-18 at sec.gov ↗

RewordedMD&A
RMS revenue increased $37.0 $16.7 million due primarily to driven by an increase in large research model product revenue, principally due to the recent acquisition of Noveprim, which contributed $39.4 million, and an increase in small research model revenue in all geographic areas; China and Europe, an increase in Insourcing Solutions services revenue, and the effect of changes in foreign currency exchange rates; partially offset by lower Cell Solutions product revenue and Insourcing Solutions services revenue.

Read it in 10-K 2026-02-18 at sec.gov ↗

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

Read it in 10-K 2026-02-18 at sec.gov ↗

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

Read it in 10-K 2026-02-18 at sec.gov ↗

RewordedMD&A
This new authorization fully replaces a the prior stock repurchase authorization of $1.3 $1.0 billion that had $129.1 $549.3 million remaining on the plan when it was terminated, and we did not repurchase any shares under the prior program during fiscal year 2024. terminated.

Read it in 10-K 2026-02-18 at sec.gov ↗

RewordedMD&A
The fair value of the Biologics Solutions reporting unit tested for impairment during 2024 2025 was determined based on using a weighted combination of a discounted cash flow model (an income approach) approach), and sales and earnings multiples (a market approach) based on the guideline public company method. method, and other market information (a market approach).

Read it in 10-K 2026-02-18 at sec.gov ↗

RewordedMD&A
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.

Read it in 10-K 2026-02-18 at sec.gov ↗

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