UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 OR 15(d) OFof ~~THE~~The

~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OF 1934

Date of report (Date of earliest event reported): ~~February~~March 2011, 2025

CRA ~~INTERNATIONAL~~International, ~~INC~~Inc.

(Exact name of registrant as specified in its charter)

Massachusetts	000-24049	04-2372210	~~000-24049~~	~~04-2372210~~
(State or other jurisdiction of incorporation)			(Commission file number)	(IRS employer identification no.)
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

200 Clarendon Street,

Boston,

Massachusetts

02116

200 Clarendon Street Boston, Massachusetts

02116-5092

(Address of principal executive offices)

(Zip code)

~~(Address of principal executive offices)~~

~~(Zip code)~~

Registrant's telephone number, including area code: (617) 425-3000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

CRAI

Nasdaq Global Select Market

~~CRAI~~

~~Nasdaq Global Select Market~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐¨

Item 25.02 ~~Results~~. Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~February 20~~March 11, 2025, weDaniel ~~issued~~K. aMahoney ~~press~~notified ~~release~~CRA International, ~~reporting~~Inc. ~~our~~(the ~~financial~~“Company”) ~~results~~that ~~for~~he ~~our~~will ~~fiscal~~resign ~~quarter~~from ~~and~~his ~~fiscal~~role ~~year~~as ~~ended~~the ~~December 28,~~Company’s ~~2024.~~Chief AFinancial ~~copy~~Officer, ofExecutive Vice ~~the~~President ~~press~~and ~~release~~Treasurer, iseffective ~~set~~April ~~forth~~11, as2025, ~~Exhibit 99.1~~for ~~and~~a isnew ~~incorporated~~opportunity byoutside ~~reference~~of ~~herein~~the consulting industry. OnEffective April ~~February 20~~11, 2025, weChad ~~also~~Holmes, ~~posted~~the onCompany’s ~~our~~Executive ~~website~~Vice ~~supplemental~~President ~~financial~~and ~~information,~~Chief ~~including~~Corporate ~~prepared~~Development ~~CFO~~Officer, ~~remarks.~~will Aassume ~~copy~~the role of interim Chief Financial Officer while the ~~supplemental~~Company, ~~financial~~with ~~information~~the isassistance ~~set~~of ~~forth~~a asleading ~~Exhibit 99.2~~executive ~~and~~search ~~incorporated~~firm, byconducts ~~reference~~a ~~herein~~search for a permanent replacement.

~~The~~Mr. ~~information~~Holmes, ~~contained~~age in52, ~~Item~~joined ~~2.02~~the ofCompany ~~this~~in ~~report~~ 2004 and ~~Exhibits~~has ~~99.1~~served ~~and~~as ~~99.2~~the ~~attached~~Company’s ~~hereto~~Chief ~~shall~~Corporate ~~not~~Development beOfficer ~~deemed~~since ~~“filed”~~2020. ~~for~~He ~~purposes~~has ofbeen ~~Section~~a 18member of the ~~Securities~~senior ~~Exchange~~management ~~Act~~team since of2009 ~~1934~~and oran ~~otherwise~~Executive ~~subject~~Vice toPresident ~~the~~since ~~liabilities~~2014. ofFrom ~~that~~2014 ~~section~~to 2020, ~~nor~~he ~~shall~~served itas ~~be deemed incorporated by reference in any filing under~~ the ~~Securities~~Company’s ~~Act~~Chief ofFinancial ~~1933~~Officer ~~or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing~~and Treasurer.

~~Item~~Mr. Holmes 7is not a party to any transaction, and there is no currently proposed transaction with Mr.01 Holmes, that is required to be disclosed pursuant to Item 404(a) of Regulation FDS-K. ~~Disclosure~~There are no family relationships between Mr. Holmes and any of the Company’s directors or executive officers. Mr. Holmes is not a party to any arrangement or understanding regarding his appointment as interim Chief Financial Officer.

OnItem ~~February 20, 2025, we announced that our board of directors declared a quarterly cash dividend on our common stock of $0~~7.~~49 per share to be paid on March 14, 2025 to all shareholders of record as of March 4, 2025~~01. ARegulation ~~copy~~FD ~~of the press release is set forth as Exhibit 99~~Disclosure.~~3 and is incorporated by reference herein.~~

~~Also~~On onMarch ~~February 20~~13, 2025, wethe ~~announced~~Company ~~that~~issued ~~our~~a ~~board~~press ofrelease related ~~directors~~to ~~authorized~~the amatters ~~$45.0~~described ~~million~~in ~~expansion~~Item to5.02 ~~our~~of ~~existing~~this ~~share~~Current ~~repurchase~~Report ~~program,~~on inForm ~~addition~~8-K. toA ~~the~~copy ~~$13.1~~of ~~million~~this ~~currently~~press ~~remaining~~release ~~under~~is ~~the~~furnished ~~program~~herewith as Exhibit 99.1.

The information contained in Item 7.01 of this report and Exhibit 99.31 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.

Item 9.01 . Financial Statements and Exhibits.

(d) Exhibits

Number	~~Number~~Title	~~Title~~
99.1	~~99.1~~Press release, dated March 13, 2025	~~February 20, 2025 earnings press release~~
	99.2	Supplemental financial information (prepared CFO remarks)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
	99.3	February 20, 2025 dividend press release
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CRA INTERNATIONAL, INC.		~~CRA INTERNATIONAL, INC.~~
Dated: February 20, 2025			By:	/s/ DANIEL K. MAHONEY
Dated: March 13, 2025	By:	/s/ Daniel K. Mahoney
		Daniel K. Mahoney		~~Daniel K. Mahoney~~
		Chief Financial Officer, Executive Vice President and Treasurer		~~Chief Financial Officer, Executive Vice President and Treasurer~~

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