Form 8-K

8-K — CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

Accession: 0001100682-26-000036

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001100682

SIC: 8731 (SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — crl-20260507.htm (Primary)

EX-99.1 (crl1q26earningsrelease.htm)

GRAPHIC — CRL LOGO (image_0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: crl-20260507.htm · Sequence: 1

crl-20260507

0001100682false00011006822026-05-072026-05-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 7, 2026

Date of Report (Date of earliest event reported)

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware 001-15943 06-1397316

(State or Other

Jurisdiction of Incorporation) (Commission File Number) (IRS Employer

Identification No.)

251 Ballardvale Street

Wilmington, Massachusetts 01887

(Address of Principal Executive Offices) (Zip Code)

781-222-6000

(Registrant’s Telephone Number, including Area Code)

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

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common stock, $0.01 par value CRL New York Stock Exchange

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 2.02. Results of Operations and Financial Condition

The following information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On May 7, 2026, Charles River Laboratories International, Inc. issued a press release providing financial results for the first quarter ended March 28, 2026.

The press release, attached as an exhibit to this report, includes "safe harbor" language pursuant to the Private Securities Litigation Reform Act of 1995, as amended, indicating that certain statements contained in the press release are "forward-looking" rather than historic. The press release also states that these and other risks relating to Charles River are set forth in the documents filed by Charles River with the Securities and Exchange Commission.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description

99.1

Press release dated May 7, 2026

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.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

Date: May 7, 2026 By: /s/ Matthew L. Daniel

Matthew L. Daniel, Corporate Senior Vice President,

General Counsel, Corporate Secretary & Chief Compliance Officer

EX-99.1

Filename: crl1q26earningsrelease.htm · Sequence: 2

Document

Exhibit 99.1

NEWS RELEASE

CHARLES RIVER LABORATORIES ANNOUNCES

FIRST-QUARTER 2026 RESULTS

– Reports First-Quarter Revenue of $995.8 Million, GAAP Loss per Share

of $(0.30), and Non-GAAP Earnings per Share of $2.06 –

– Reaffirms 2026 Guidance for Organic Revenue

and Non-GAAP Earnings per Share –

– Repurchased $200 Million of Common Stock

in First Quarter of 2026 –

– Completed the Divestiture of the CDMO and Cell Solutions Businesses –

WILMINGTON, MA, May 7, 2026 – Charles River Laboratories International, Inc. (NYSE: CRL) today reported its results for the first quarter of 2026. For the quarter, revenue was $995.8 million, an increase of 1.2% from $984.2 million in the first quarter of 2025.

The impact of foreign currency translation increased reported revenue by 2.8%, while a divestiture reduced reported revenue by 0.1%. Excluding the effect of these items, revenue declined 1.5% on an organic basis. By segment, organic revenue growth in the Manufacturing Solutions (Manufacturing) segment was more than offset by organic revenue declines in the Research Models and Services (RMS) and Discovery and Safety Assessment (DSA) segments.

In the first quarter of 2026, the GAAP operating margin was 12.0%, compared to 7.6% in the first quarter of 2025. The increase in the GAAP operating margin was primarily driven by lower accelerated amortization expense related to certain CDMO client relationships. The GAAP net loss available to common shareholders for the first quarter of 2026 was $(14.8) million, or $(0.30) per diluted share, compared to GAAP net income of $25.5 million, or $0.50 per diluted share for the same period in 2025. The decrease was principally due to a loss on assets held for sale related to the CDMO and Cell Solutions divestiture totaling $118.0 million, or $1.53 per share.

On a non-GAAP basis, the first-quarter operating margin decreased to 16.3% from 19.1% in the first quarter of 2025, primarily as a result of higher study-related direct costs in the DSA segment, unfavorable revenue mix in the RMS segment, and higher stock-based compensation expense related largely to executive transition. Non-GAAP net income was $101.7 million for the first quarter of 2026, a decrease of 14.6% from $119.1 million for the same period in 2025. First-quarter diluted earnings per share on a non-GAAP basis were $2.06, a decrease of 12.0%

from $2.34 per share in the first quarter of 2025. The non-GAAP net income and earnings per share decreases were driven primarily by the lower operating margin.

Birgit Girshick, Chief Executive Officer, said, “We are pleased to deliver on our first-quarter financial targets, and remain well positioned to generate improving results over the course of the year. Our confidence is supported by a DSA demand environment that is tracking to our expectations, resulting in solid bookings in the first quarter, as well as the successful execution of our strategy.”

“As we look to the future, our focus remains on enhancing our clients’ experience, strengthening our world-class scientific portfolio, achieving our financial and operational goals, and increasing long‑term shareholder value. We have already established a solid foundation and with a refreshed strategic focus aimed at modernizing the Company and the industry, we intend to continue to evolve and lead the way. By doing so, we will enable the Company to realize its full potential and ensure future success. I am energized to lead this great company into its next chapter of growth and am confident in the path we are taking to create the future for Charles River,” Ms. Girshick concluded.

First-Quarter Segment Results

Research Models and Services (RMS)

Revenue for the RMS segment was $208.4 million in the first quarter of 2026, a decrease of 2.2% from $213.1 million in the first quarter of 2025. The impact of foreign currency translation increased revenue by 3.3%. Organic revenue decreased by 5.5%, due primarily to lower revenue for small research models in North America, as well as for large research models. The decline was partially offset by higher revenue for small research models in China.

In the first quarter of 2026, the RMS segment’s GAAP operating margin increased to 23.9% from 20.5% in the first quarter of 2025, primarily due to a gain on the sale of real estate in Massachusetts. On a non-GAAP basis, the operating margin decreased to 24.7% from 27.1%. The non-GAAP operating margin decrease was primarily driven by the unfavorable revenue mix, principally related to small research models in North America and large research models.

Discovery and Safety Assessment (DSA)

Revenue for the DSA segment was $596.9 million in the first quarter of 2026, an increase of 0.7% from $592.6 million in the first quarter of 2025. The impact of foreign currency translation increased DSA revenue by 2.2%, while a divestiture reduced reported revenue by 0.1%. Organic revenue decreased by 1.4%, driven primarily by lower revenue for discovery services due in part to the impact of prior site consolidation activities.

In the first quarter of 2026, the DSA segment’s GAAP operating margin increased to 17.4% from 15.9% in the first quarter of 2025. The increase was primarily driven by lower third-party legal costs related to a non-human primate (NHP) supply matter, as well as lower costs associated with the Company's restructuring and efficiency initiatives. On a non-GAAP basis, the operating margin decreased to 21.0% from 23.9% in the first quarter of 2025. The non-GAAP operating

margin decrease was primarily driven by higher study-related direct costs associated with large-model sourcing and study starts.

Manufacturing Solutions (Manufacturing)

Revenue for the Manufacturing segment was $190.5 million in the first quarter of 2026, an increase of 6.8% from $178.5 million in the first quarter of 2025. The impact of foreign currency translation increased Manufacturing revenue by 3.9%. Organic revenue increased 2.9%, driven by higher revenue in the Microbial Solutions business, partially offset by lower revenue in the CDMO business.

The Manufacturing segment’s GAAP operating margin was 24.6%, compared to (4.8)% in the first quarter of 2025. The increase was primarily the result of lower accelerated amortization expense related to certain CDMO client relationships. On a non-GAAP basis, the operating margin increased to 25.9% from 23.1% in the first quarter of 2025, driven primarily by the benefit of cost savings resulting from the Company's restructuring initiatives.

Divestiture Update

On May 6, 2026, the Company completed the previously announced divestiture of the CDMO and Cell Solutions businesses to GI Partners. In addition, the Company expects to complete the sale of certain European Discovery Services sites in May 2026. These strategic transactions will enable Charles River to refine and refocus its comprehensive portfolio on core competencies and drive synergistic growth in areas in which it has differentiated scientific expertise, including regulated drug development testing.

Stock Repurchase Update

During the first quarter of 2026, the Company repurchased 1.1 million shares for a total of $200.0 million. As of March 28, 2026, the Company had $800.0 million remaining under its $1.0 billion stock repurchase authorization that was approved by the Board of Directors on October 29, 2025.

2026 Guidance Update

The Company is reaffirming its 2026 organic revenue and non-GAAP earnings per share guidance, which was last updated on February 25, 2026, and previously included the expected impact of the completed divestiture of the CDMO and Cell Solutions businesses, as well as the planned divestiture of certain European Discovery Services sites in May 2026.

However, the Company is reducing its 2026 reported revenue outlook by approximately 50 basis points to reflect recent changes in assumptions for foreign exchange rates. The Company's GAAP earnings per share guidance has now been updated to primarily reflect the impact of the divestitures.

The Company’s 2026 guidance for revenue and earnings per share is as follows:

2026 GUIDANCE (1) CURRENT PRIOR

Revenue growth/(decrease), reported

(5.5)% - (4.0)%

(5.0)% - (3.5)%

Less: Contribution from acquisitions

0.0% - (0.5)%

Add: Impact from divestitures

~5.0%

Less: Favorable impact of foreign exchange

(0.5)% - (1.0)%

(1.0)% - (1.5)%

Revenue growth/(decrease), organic (2)

(1.5)% - (0.5)% (1.5)% - (0.5)%

GAAP EPS estimate

$5.35 – $5.85

—

Acquisition-related amortization (3)

~$2.30

—

Acquisition- and divestiture-related costs (4)

~$2.30

Costs associated with restructuring and efficiency initiatives (5)

~$0.85

—

Other, net (6)

—

Non-GAAP EPS estimate $10.80 – $11.30 $10.80 – $11.30

Footnotes to Guidance Table:

(1) Revenue and earnings per share guidance assumes the planned divestiture of certain European Discovery Services sites will be completed in May 2026, and that the CDMO and Cell Solutions divestiture was completed on May 6, 2026.

(2) Organic revenue growth is defined as reported revenue growth adjusted for completed acquisitions and both completed and previously announced divestitures (including the CDMO and Cell Solutions businesses, as well as certain European Discovery Services sites), as well as foreign currency translation.

(3) These adjustments primarily include amortization related to intangible assets, as well as the purchase accounting step-up on inventory and certain long-term biological assets.

(4) These adjustments include costs related to the evaluation and integration of acquisitions and divestitures, as well as a loss on assets held for sale related to divestitures and other transaction-related tax adjustments.

(5) These adjustments primarily include site consolidation (including site transition costs), severance, impairment, third-party consulting and professional services, and other costs related to the Company’s restructuring actions and efficiency initiatives. These adjustments also include gains and/or losses on the sale of certain assets and real estate.

(6) These adjustments primarily include immaterial items related to: (i) certain venture capital and other strategic investment losses/(gains), net. This item only includes recognized gains or losses on certain investments. The Company does not forecast the future performance of these investments; and (ii) reductions to a previous $27 million inventory charge associated with an NHP supply matter. As a result of the resolution of the U.S. government investigations during fiscal year 2025, certain NHPs were subsequently utilized.

Webcast

Charles River has scheduled a live webcast on Thursday, May 7th, at 8:30 a.m. ET to discuss matters relating to this press release. To participate, please go to ir.criver.com and select the webcast link. You can also find the associated slide presentation and reconciliations of GAAP financial measures to non-GAAP financial measures on the website.

Non-GAAP Reconciliations

The Company reports non-GAAP results in this press release, which exclude often-one-time charges and other items that are outside of normal operations. A reconciliation of GAAP to non-GAAP results is provided in the schedules at the end of this press release.

Use of Non-GAAP Financial Measures

This press release contains non-GAAP financial measures, such as non-GAAP earnings per share, non-GAAP operating income, non-GAAP operating margin, and non-GAAP net income. Non-GAAP financial measures exclude, but are not limited to, the amortization of intangible assets and the purchase accounting step-up adjustment on inventory and certain long term biological assets, and other charges and adjustments related to our acquisitions and divestitures, including expenses associated with evaluating and integrating acquisitions and divestitures, including advisory fees, certain transition costs, and certain other transaction-related costs, as well as fair value adjustments associated with contingent consideration; charges, gains, and losses attributable to businesses or properties we plan to close, consolidate, or divest, including the divestitures of our CDMO and Cell Solutions businesses, the sale of certain of our European Discovery Services sites, and the sale of certain assets including real estate; severance and other costs associated with our restructuring initiatives; investment gains or losses associated with our venture capital and certain other strategic equity investments; certain legal costs and adjustments related to an NHP inventory charge in our DSA segment related to now concluded U.S. government investigations into the NHP supply chain; legal and advisory costs related to entering into a Cooperation Agreement with a shareholder; tax effect of all of the aforementioned matters; and adjustments related to the derecognition of certain deferred tax assets due to the CDMO Gene Therapy intangible asset impairment charge, the recognition of deferred tax assets expected to be utilized as a result of changes to the Company's international financing structure, and the revaluation of deferred tax liabilities as a result of foreign tax legislation. This press release also refers to our revenue on both a GAAP and non-GAAP basis: on a non-GAAP basis, we define “organic revenue growth” as reported revenue growth adjusted for foreign currency translation, acquisitions, and divestitures. We exclude these items from the non-GAAP financial measures because they are outside our normal operations. There are limitations in using non-GAAP financial measures, as they are not presented in accordance with generally accepted accounting principles, and may be different than non-GAAP financial measures used by other companies. In particular, we believe that the inclusion of supplementary non-GAAP financial measures in this press release helps investors to gain a meaningful understanding of our core operating results and future prospects without the effect of these often-one-time charges, and is consistent with how management measures and forecasts the Company's performance, especially when comparing such results to prior periods or forecasts. We believe that the financial impact of our acquisitions and divestitures (and in certain cases, the evaluation of such acquisitions and divestitures, whether or not ultimately consummated) is often large relative to our overall financial performance, which can adversely affect the comparability of our results on a period-to-period basis. In addition, certain activities and their underlying associated costs, such as business acquisitions, generally occur periodically but on an unpredictable basis. We calculate non-GAAP integration costs to include third-party integration costs incurred post-acquisition. Presenting revenue on an organic basis allows investors to measure our revenue growth exclusive of acquisitions, divestitures, and foreign currency exchange fluctuations more clearly. Non-GAAP results also allow investors to compare the Company’s operations against the financial results of other companies in the industry who similarly provide non-GAAP results. The non-GAAP financial measures included in this press release are not meant to be considered superior to or a substitute for results of operations presented in accordance with GAAP. The Company intends to continue to assess the potential value of reporting non-GAAP results consistent with applicable rules and regulations. Reconciliations of the non-GAAP financial measures used in this press release to the most directly comparable GAAP financial measures are set forth in this press release, and can also be found on the Company’s website at ir.criver.com.

Caution Concerning Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “would,” “may,” “estimate,” “plan,” “outlook,” and “project,” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements also include statements regarding: the projected and/or anticipated future financial performance of Charles River and our specific businesses, including as delineated in our forward-looking guidance, and particularly our expectations with respect to revenue, the impact of foreign exchange, interest rates, and enhanced efficiency initiatives; our expectations with respect to our ability to gain market share; our ability to create long-term value for our shareholders and successfully execute on our strategic initiatives, including the impact and results of the such initiatives; the Company’s plans or prospects, expectations and long-term goals associated with our business including the timing of previously announced planned divestiture of certain European Discovery Services sites; earnings per share; operating margin; client demand, particularly the future demand for drug discovery and development products and services, including our expectations for future revenue trends; our expectations with respect to booking trends and the impacts thereof; our expectations with respect to pricing of our products and services; our expectations with respect to future tax rates and the impact of such tax rates on our business; our expectations with respect to the impact of acquisitions, including the acquisition of the assets of K.F. (Cambodia) Ltd. and of PathoQuest SAS, and divestitures on the Company, our service offerings, client perception, strategic relationships, revenue, revenue growth rates, revenue growth drivers, and earnings; the development and performance of our services and products, including our investments in our portfolio; market and industry conditions including the outsourcing of services and identification of spending trends by our clients and funding available to them; ability to gain market share and capitalize on business and growth opportunities; the impact of our restructuring initiatives, including annualized savings; and the impact of our stock repurchase authorization. Forward-looking statements are based on Charles River’s current expectations and beliefs, and involve a number of risks and uncertainties that are difficult to predict and that could cause actual results to differ materially from those stated or implied by the forward-looking statements. Those risks and uncertainties include, but are not limited to: the impact of NHP supply constraints; changes and uncertainties in the global economy and financial markets, including disruptions in the global economy caused by geopolitical conflicts; the ability to successfully integrate businesses we acquire, and risks and uncertainties associated with businesses that we acquire; the timing and magnitude of our share repurchases; negative trends in research and development spending, negative trends in the level of outsourced services, or other cost reduction actions by our clients; the ability to convert backlog to revenue; demand and booking trends; special interest groups; contaminations; industry trends; new displacement technologies; USDA and FDA regulations; changes in law; continued availability of products and supplies; loss of key personnel; interest rate and foreign currency exchange rate fluctuations; changes in tax regulation and laws; changes in generally accepted accounting principles; and any changes in business, political, or economic conditions due to the threat of future terrorist activity in the U.S. and other parts of the world, and related U.S. military action overseas. A further description of these risks, uncertainties, and other matters can be found in the Risk Factors detailed in Charles River's Annual Report on Form 10-K as filed on February 18, 2026, as well as other filings we make with the Securities and Exchange Commission. Because forward-looking statements involve risks and uncertainties,

actual results and events may differ materially from results and events currently expected by Charles River, and Charles River assumes no obligation and expressly disclaims any duty to update information contained in this press release except as required by law.

About Charles River

Charles River provides essential products and services to help pharmaceutical and biotechnology companies, government agencies and leading academic institutions around the globe accelerate their research and drug development efforts. Our dedicated employees are focused on providing clients with exactly what they need to improve and expedite the discovery, early-stage development and safe manufacture of new therapies for the patients who need them. To learn more about our unique portfolio and breadth of services, visit www.criver.com.

# # #

Investor Contact: Media Contact:

Todd Spencer Amy Cianciaruso

Corporate Vice President, Corporate Senior Vice President,

Investor Relations Chief Communications Officer

781.222.6455 781.222.6168

todd.spencer@crl.com amy.cianciaruso@crl.com

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

SCHEDULE 1

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)

(in thousands, except for per share data)

Three Months Ended

March 28, 2026 March 29, 2025

Service revenue $ 798,152 $ 797,923

Product revenue 197,678 186,245

Total revenue 995,830 984,168

Costs and expenses:

Cost of services provided (excluding amortization of intangible assets) 608,907 577,428

Cost of products sold (excluding amortization of intangible assets) 92,259 89,008

Selling, general and administrative 159,422 177,799

Amortization of intangible assets 15,345 65,264

Operating income 119,897 74,669

Other income (expense):

Interest income 1,033 1,404

Interest expense (26,742) (27,884)

Other (expense) income, net (124,130) (12,211)

Income (loss) before income taxes (29,942) 35,978

Provision (benefit) for income taxes (15,140) 10,100

Net income (loss) (14,802) 25,878

Less: Net income attributable to noncontrolling interests 41 409

Net income (loss) attributable to common shareholders $ (14,843) $ 25,469

Earnings (loss) per common share

Basic $ (0.30) $ 0.50

Diluted $ (0.30) $ 0.50

Weighted-average number of common shares outstanding

Basic 48,951 50,677

Diluted 48,951 50,853

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

SCHEDULE 2

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except per share amounts)

March 28, 2026 December 27, 2025

Assets

Current assets:

Cash and cash equivalents $ 191,830 $ 213,770

Trade receivables and contract assets, net of allowances for credit losses of $8,114 and $10,463, respectively 700,251 708,856

Inventories 359,723 299,103

Prepaid assets 102,146 96,108

Other current assets 134,856 129,212

Total current assets 1,488,806 1,447,049

Property, plant and equipment, net 1,510,154 1,655,219

Venture capital and strategic equity investments 209,723 206,972

Operating lease right-of-use assets, net 317,840 361,415

Goodwill 3,040,032 2,764,253

Intangible assets, net 248,989 339,995

Deferred tax assets 88,599 67,334

Other assets 826,165 293,185

Total assets $ 7,730,308 $ 7,135,422

Liabilities, Redeemable Noncontrolling Interests and Equity

Current liabilities:

Accounts payable $ 133,952 $ 148,800

Accrued compensation 166,888 268,854

Deferred revenue 194,330 210,418

Accrued liabilities 372,397 270,085

Other current liabilities 226,137 222,158

Total current liabilities 1,093,704 1,120,315

Long-term debt, net and finance leases 2,663,133 2,136,360

Operating lease right-of-use liabilities 393,113 434,048

Deferred tax liabilities 81,399 95,203

Other long-term liabilities 510,646 138,302

Total liabilities 4,741,995 3,924,228

Redeemable noncontrolling interests 41,900 41,263

Equity:

Preferred stock, $0.01 par value; 20,000 shares authorized; no shares issued and outstanding — —

Common stock, $0.01 par value; 120,000 shares authorized; 49,342 shares issued and 48,167 shares outstanding as of March 28, 2026, and 49,217 shares issued and outstanding as of December 27, 2025

493 492

Additional paid-in capital 1,967,356 1,947,301

Retained earnings 1,373,777 1,388,620

Treasury stock, at cost, 1,175 and zero shares, as of March 28, 2026 and December 27, 2025, respectively

(209,990) —

Accumulated other comprehensive loss (191,042) (171,783)

Total Charles River Laboratories International, Inc. equity 2,940,594 3,164,630

Nonredeemable noncontrolling interest 5,819 5,301

Total equity 2,946,413 3,169,931

Total liabilities, redeemable noncontrolling interests and equity $ 7,730,308 $ 7,135,422

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

SCHEDULE 3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

Three Months Ended

March 28, 2026 March 29, 2025

Cash flows relating to operating activities

Net income (loss) $ (14,802) $ 25,878

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 67,151 120,364

Long-lived asset impairments 15,863 10,576

Stock-based compensation 22,381 13,135

Deferred income taxes (29,417) (19,041)

Write down of inventories 1,489 6,762

Losses and impairments on venture capital and strategic equity investments, net 1,138 10,374

Provision for credit losses 47 2,007

(Gain) loss on divestitures, net 117,981 (3,376)

Other, net (34,675) 3,731

Changes in assets and liabilities:

Trade receivables and contract assets, net (65,319) (29,353)

Inventories 26,004 (21,882)

Accounts payable 20,455 25,251

Accrued compensation (83,758) 15,263

Deferred revenue 5,197 (1,213)

Customer contract deposits (135) 9,167

Other assets and liabilities, net (8,523) 4,054

Net cash provided by operating activities 41,077 171,697

Cash flows relating to investing activities

Acquisition of businesses and assets, net of cash acquired (405,006) —

Capital expenditures (55,908) (59,324)

Purchases of investments and contributions to venture capital investments (8,492) (5,302)

Proceeds from sale of investments 2,922 1,602

Proceeds from sale of businesses, net 60,096 17,441

Other, net (1,457) 104

Net cash used in investing activities (407,845) (45,479)

Cash flows relating to financing activities

Proceeds from long-term debt and revolving credit facility 912,462 416,341

Payments on long-term debt, revolving credit facility, and finance lease obligations (355,676) (149,394)

Proceeds from exercises of stock options 1,223 —

Purchase of treasury stock (208,285) (353,132)

Purchase of remaining equity interests of other redeemable noncontrolling interest — (19,140)

Other, net (2,000) —

Net cash provided by (used in) financing activities 347,724 (105,325)

Effect of exchange rate changes on cash, cash equivalents, and restricted cash 1,248 5,265

Net change in cash, cash equivalents, and restricted cash (17,796) 26,158

Cash, cash equivalents, and restricted cash, beginning of period 215,997 205,570

Cash, cash equivalents, and restricted cash, end of period $ 198,201 $ 231,728

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

SCHEDULE 4

RECONCILIATION OF GAAP TO NON-GAAP

SELECTED BUSINESS SEGMENT INFORMATION (UNAUDITED)(1)

(in thousands, except percentages)

Three Months Ended

March 28, 2026 March 29, 2025

Research Models and Services

Revenue $ 208,367 $ 213,073

Operating income 49,773 43,605

Operating income as a % of revenue 23.9 % 20.5 %

Add back:

Amortization related to acquisitions 7,380 12,687

Acquisition, integration, and divestiture-related adjustments (3)

— 14

Severance 789 229

Asset impairment 15,561 319

Cost savings and efficiency initiatives (4)

(21,964) 876

Total non-GAAP adjustments to operating income $ 1,766 $ 14,125

Operating income, excluding non-GAAP adjustments $ 51,539 $ 57,730

Non-GAAP operating income as a % of revenue 24.7 % 27.1 %

Depreciation and amortization $ 16,140 $ 21,761

Capital expenditures $ 11,568 $ 7,286

Discovery and Safety Assessment

Revenue $ 596,923 $ 592,609

Operating income 103,875 93,952

Operating income as a % of revenue 17.4 % 15.9 %

Add back:

Amortization related to acquisitions 16,497 18,171

Acquisition, integration, and divestiture-related adjustments (3)

2,542 1,061

Severance 2,626 4,979

Asset impairment — 9,786

Cost savings and efficiency initiatives (4)

4,987 2,777

Third-party legal and advisory costs and certain related items (5)

(5,455) 10,970

Total non-GAAP adjustments to operating income $ 21,197 $ 47,744

Operating income, excluding non-GAAP adjustments $ 125,072 $ 141,696

Non-GAAP operating income as a % of revenue 21.0 % 23.9 %

Depreciation and amortization $ 39,914 $ 42,084

Capital expenditures $ 37,509 $ 34,521

Manufacturing Solutions

Revenue $ 190,540 $ 178,486

Operating income (loss) 46,839 (8,620)

Operating income (loss) as a % of revenue 24.6 % (4.8) %

Add back:

Amortization related to acquisitions (2)

1,945 46,077

Severance (868) 2,204

Asset impairment — 201

Cost savings and efficiency initiatives (4)

1,371 1,306

Total non-GAAP adjustments to operating income $ 2,448 $ 49,788

Operating income, excluding non-GAAP adjustments $ 49,287 $ 41,168

Non-GAAP operating income as a % of revenue 25.9 % 23.1 %

Depreciation and amortization $ 8,399 $ 54,623

Capital expenditures $ 6,274 $ 17,279

Unallocated Corporate Overhead $ (80,590) $ (54,268)

Add back:

Acquisition, integration, and divestiture-related adjustments (3)

16,589 730

Severance 3,671 1,002

Cost savings and efficiency initiatives (4)

(2,915) 166

Total non-GAAP adjustments to operating expense $ 17,345 $ 1,898

Unallocated corporate overhead, excluding non-GAAP adjustments $ (63,245) $ (52,370)

Total

Revenue $ 995,830 $ 984,168

Operating income 119,897 74,669

Operating income as a % of revenue 12.0 % 7.6 %

Add back:

Amortization related to acquisitions (2)

25,822 76,935

Acquisition, integration, and divestiture-related adjustments (3)

19,131 1,805

Severance 6,218 8,414

Asset impairment 15,561 10,306

Cost savings and efficiency initiatives (4)

(18,521) 5,125

Third-party legal and advisory costs and certain related items (5)

(5,455) 10,970

Total non-GAAP adjustments to operating income $ 42,756 $ 113,555

Operating income, excluding non-GAAP adjustments $ 162,653 $ 188,224

Non-GAAP operating income as a % of revenue 16.3 % 19.1 %

Depreciation and amortization $ 67,151 $ 120,364

Capital expenditures $ 55,908 $ 59,324

(1)

Charles River management believes that supplementary non-GAAP financial measures provide useful information to allow investors to gain a meaningful understanding of our core operating results and future prospects, without the effect of often-one-time charges and other items which are outside our normal operations, consistent with the manner in which management measures and forecasts the Company’s performance. The supplementary non-GAAP financial measures included are not meant to be considered superior to, or a substitute for results of operations prepared in accordance with U.S. GAAP. The Company intends to continue to assess the potential value of reporting non-GAAP results consistent with applicable rules, regulations and guidance.

(2)

Amortization related to acquisitions for the three months ended March 29, 2025 includes $35.5 million of accelerated amortization of certain client relationships in the Biologics Solutions reporting unit within the Manufacturing Solutions reportable segment.

(3)

These adjustments are related to the evaluation and integration of acquisitions and divestitures, and primarily include transaction, advisory, certain third-party integration, certain compensation costs, and related costs; as well as fair value adjustments associated with contingent consideration arrangements.

(4)

Cost savings and efficiency initiatives in 2026 primarily include site consolidation charges related to recent site optimization activities, cost of professional services related to certain improvement initiatives, and a pre-tax gain of $38.5 million in connection with the sale of certain assets in Wilmington, Massachusetts. The gain was recognized within RMS reportable segment and unallocated corporate for $23.2 million and $15.3 million, respectively.

(5)

Within the DSA business, third‑party legal and advisory costs incurred during fiscal 2025 relate to U.S. government investigations into the NHP supply chain, which were concluded in fiscal 2025. Also included within DSA results for fiscal 2026 is the utilization of previously written‑down NHP inventory, resulting in partial reversals of the $27 million inventory charge recorded in fiscal 2024 following the resolution of the matter in fiscal 2025.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

SCHEDULE 5

RECONCILIATION OF GAAP EARNINGS TO NON-GAAP EARNINGS (UNAUDITED)(1)

(in thousands, except per share data)

Three Months Ended

March 28, 2026 March 29, 2025

Net income (loss) available to Charles River Laboratories International, Inc. common shareholders $ (14,843) $ 25,469

Add back:

Non-GAAP adjustments to operating income (2)

41,710 112,393

Venture capital and strategic equity investment losses and impairments, net 1,752 9,969

(Gain) loss on divestitures (3)

117,981 (3,376)

Tax effect of non-GAAP adjustments:

Tax impact of divestitures (43,069) —

Interest on acquired uncertain tax positions 4,969 —

Tax effect of the remaining non-GAAP adjustments (6,804) (25,345)

Net income available to Charles River Laboratories International, Inc. common shareholders, excluding non-GAAP adjustments $ 101,696 $ 119,110

Weighted average shares outstanding - Basic 48,951 50,677

Effect of dilutive securities:

Stock options, restricted stock units and performance share units 402 176

Weighted average shares outstanding - Diluted 49,353 50,853

Earnings (loss) per share attributable to common shareholders:

Basic $ (0.30) $ 0.50

Diluted (4)

$ (0.30) $ 0.50

Basic, excluding non-GAAP adjustments $ 2.08 $ 2.35

Diluted, excluding non-GAAP adjustments $ 2.06 $ 2.34

(1)

(2)

This amount excludes non-GAAP adjustments attributable to noncontrolling interest holders.

(3)

The amount included in 2026 relates to a pre-tax loss on assets held for sale in connection with the CDMO and Cell Solutions Divestiture while the amount included in 2025 relates to a gain on the sale of a DSA site.

(4)

Net loss available to Charles River Laboratories International, Inc. per common share excludes the effect of dilution and is computed using basic weighted-average number of shares outstanding for the three month period ended March 28, 2026.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

SCHEDULE 6

RECONCILIATION OF GAAP REVENUE GROWTH

TO NON-GAAP REVENUE GROWTH, ORGANIC (UNAUDITED) (1)

Three Months Ended March 28, 2026 Total CRL RMS Segment DSA Segment MS Segment

Revenue growth, reported 1.2 % (2.2) % 0.7 % 6.8 %

(Increase) decrease due to foreign exchange (2.8) % (3.3) % (2.2) % (3.9) %

Impact of divestitures (2)

0.1 % — % 0.1 % — %

Non-GAAP revenue growth, organic (3)

(1.5) % (5.5) % (1.4) % 2.9 %

(1)

(2)

Impact of divestitures relates to the sale of a site within DSA.

(3)

Organic revenue growth is defined as reported revenue growth adjusted for divestitures and foreign exchange.

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