CRL

• GAAP net loss was $(1.5) million, or $(0.03) per diluted share, versus net income of $52.3 million ($1.06 per share) in Q2 2025, due to a $63.7 million loss on CDMO and Cell Solutions divestitures.
• Non-GAAP EPS was $3.02, down 3.2% from $3.12 in Q2 2025; non-GAAP operating margin was 20.5%, down from 22.1%.
• The company raised 2026 guidance: organic revenue growth now 0.0%-1.0% (prior -1.5% to -0.5%) and non-GAAP EPS now $11.15-$11.45 (prior $10.80-$11.30).
• In Q2 2026, the company repurchased 0.6 million shares for $100.0 million at an average price of $174 per share.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• At the May 5, 2026 annual meeting, shareholders approved the 2026 Long-Term Incentive Plan, previously adopted by the board on March 11, 2026.
• Shareholders approved, on a non-binding advisory basis, the compensation of named executive officers, with 41,356,139 votes for and 2,716,251 against.
• The 2026 Long-Term Incentive Plan was approved with 41,523,179 votes for and 2,561,994 against.
• The appointment of PricewaterhouseCoopers LLP as independent auditors for fiscal 2026 was ratified with 43,646,371 votes for and 2,186,700 against.
• Computershare Trust Company, N.A. served as independent proxy tabulator and Inspector of Election.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• GAAP net loss available to common shareholders was $(14.8) million, or $(0.30) per diluted share, versus net income of $25.5 million ($0.50 per share) a year earlier.
• Non-GAAP net income was $101.7 million, down 14.6% from $119.1 million; non-GAAP diluted EPS was $2.06, down 12.0% from $2.34.
• Company reaffirmed 2026 organic revenue growth guidance of (1.5)% to (0.5)% and non-GAAP EPS of $10.80–$11.30; reduced reported revenue outlook by ~50 bps on FX.
• Completed divestiture of CDMO and Cell Solutions businesses to GI Partners on May 6, 2026; repurchased $200 million of stock in Q1.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The CDMO and Cell Solutions businesses generated combined annual revenue of $143 million in 2025, with sites in Tennessee, Maryland, the UK, and California.
• Charles River also signed a definitive agreement to sell certain European Discovery Services assets to IQVIA Holdings Inc. for approximately $145 million in cash, plus potential additional payments of up to $10 million.
• The European assets being sold generated $144 million in 2025 annual revenue and include sites in the UK, Germany, Finland, and the Netherlands.
• Both transactions are expected to close in Q2 2026; the company updated its 2026 guidance to reflect a revenue reduction of slightly more than $200 million and an increase of approximately $0.10 to non-GAAP EPS.
• The divestitures are expected to generate at least 100 basis points of incremental non-GAAP operating margin improvement in 2026.

7.01 Regulation FD Disclosure

• GAAP loss per share was $(5.62) for Q4 2025 and $(2.91) for full-year 2025; non-GAAP EPS was $2.39 for Q4 and $10.28 for full-year 2025.
• Q4 2025 included non-cash intangible asset impairments of $211.0 million and a goodwill impairment of $165.0 million in the Biologics Solutions reporting unit.
• For 2026, the company expects organic revenue growth of (1.0)% to at least flat, and non-GAAP EPS of $10.70 to $11.20.
• DSA segment Q4 net bookings improved substantially, indicating stabilization of the biopharmaceutical demand environment, per CEO James C. Foster.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Glenn Coleman, 58, will join as Corporate EVP and CFO with a tentative start date of April 6, 2026.
• He will receive an $800,000 annual base salary, a target bonus of 85% of base salary for 2026, and a $3,000,000 equity award.
• Coleman gets a one-time cash award of $1,875,000 and a one-time equity award of $3,500,000 in RSUs vesting over four years.
• He succeeds Michael G. Knell, who will remain Corporate SVP and Chief Accounting Officer.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Preliminary DSA net book-to-bill for Q4 2025 is approximately 1.1x, with improving demand trends in H2 2025 driven by small and mid-sized biotech clients.
• 2026 non-GAAP operating margin to benefit from >$100M incremental cost savings, offsetting cost inflation until revenue growth recovers.
• Signed agreement to acquire K.F. (Cambodia) Ltd. for ~$510 million, expected to close early Q1 2026 and be accretive to non-GAAP EPS by ~$0.25 in 2026 and ~$0.60 in 2027.
• Exercised option to acquire remaining 79% of PathoQuest SAS for ~€51.6 million (~$60 million), expected to close by end of Q1 2026, with 2026 revenue of ~$15-20 million.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure

• James C. Foster will step down as CEO and Chairman, effective May 5, 2026, and is expected to remain a non-executive director.
• Birgit Girshick, current COO, will become CEO on May 5, 2026, and is nominated to join the Board at the 2026 Annual Meeting.
• Ms. Girshick's base salary will increase to $1,200,000 effective February 1, 2026, with target annual cash incentive at 100% of base salary from May 1, 2026.
• Ms. Girshick will receive an initial equity grant of $9,000,000 (80% PSUs, 20% RSUs) in May 2026; Mr. Foster will receive RSUs worth $3,000,000 with a 2-year cliff vest.
• The Board will expand from 11 to 12 directors, with consent from Elliott Investment Management entities.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements