FOSTER JAMES C 4

What Happened
James C. Foster, Chairman, President & CEO of Charles River Laboratories (CRL), received 39,031 shares on Jan 30, 2026 under a performance-based award. On the same date, 14,664 shares were disposed/withheld at $211.68 per share to satisfy tax liabilities, representing $3,104,076. The award shares were issued at $0 pursuant to previously granted performance share units.

Key Details

• Transaction date: 2026-01-30 (reported on Form 4 filed 2026-02-02). Filing appears timely.
• Award (code A): 39,031 shares issued at $0. Footnote: issued after achievement of performance goals from PSU awards granted 5/26/2023.
• Tax withholding (code F): 14,664 shares disposed/withheld at $211.68 per share = $3,104,076 to cover tax obligations. This is a withholding/cashless-style disposition, not an open-market sale.
• Exempt transfers (footnote): 14,577 shares from a 2024 GRAT and 4,048 shares from a 2022 GRAT were transferred to direct holdings pursuant to Rule 16a-13 (total 18,625 shares).
• Shares owned after the reported transactions: not specified in the provided filing excerpt.

Context
These transactions reflect the vesting/issuance of performance share units and routine withholding of shares to satisfy tax liabilities. The 14,664-share disposition is a tax-related withholding (F code), not an indication of an open-market sale. Transfers from GRATs noted in the filing are exempt internal transfers and do not imply a purchase or sale.