CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

On March 11, 2026, the Board of Directors adopted the Plan, subject to approval by our shareholders at the 2026 Annual Meeting. The Plan is intended to replace the Company’s existing equity compensation plan, the Charles River Laboratories International, Inc. Amended and Restated 2018 Incentive Plan (as amended, the 2018 Incentive Plan).

The Plan, similar to the 2018 Incentive Plan, will utilize a fungible pool concept (described in more detail below) where each share issued in connection with awards that do not have option-like features (full-value awards) such as restricted stock and unrestricted stock (including shares issued for above-target payouts earned through performance awards) is counted as 2.0 units, and each share issued that is subject to options, stock appreciation rights, and other awards that have option-like features and that expire no more than ten years from the date of grant is counted as 1.0 unit against the overall reserved and available shares.

As described in more detail below, the maximum number of shares of our common stock requested for shareholder approval under the Plan is 4,825,000 shares (subject to adjustment for certain corporate events, as described below).

As of the date of shareholder approval of the Plan, the shares remaining available for future issuance under the 2018 Incentive Plan will not roll over into the Plan and will no longer be available for issuance under the 2018 Incentive Plan. As of March 16, 2026 (the Record Date), the total number of shares remaining available for future issuance under the 2018 Incentive Plan was 2,274,083 shares.

If approved by the Company’s shareholders, the Plan will become effective as of the date of such shareholder approval and will replace the 2018 Incentive Plan for any new grants made after the date of such shareholder approval. Accordingly, upon approval of the Plan by our shareholders, (1) no further awards will be granted under the 2018 Incentive Plan, (2) any shares remaining available under the 2018 Incentive Plan as of the date of shareholder approval of the Plan will not roll over to the Plan, and (3) any awards granted under the 2018 Incentive Plan prior to the date the Plan is approved by our shareholders will remain outstanding under such plan and will continue to vest and/or become exercisable in accordance with their original terms and conditions. If shareholders approve the Plan, any grants made under the 2018 Incentive Plan on or after the Record Date but prior to the date of shareholder approval of the Plan shall be counted as shares used under the Plan.

If the Plan is not approved by our shareholders, the 2018 Incentive Plan will remain in effect in its current form, and we will continue to grant equity awards under the 2018 Incentive Plan until the expiration of the 2018 Incentive Plan on March 20, 2028. Following the expiration of the 2018 Incentive Plan, we will be unable to maintain our current equity grant practices, and therefore we will be at a significant competitive disadvantage in attracting, retaining and motivating talented individuals who contribute to our success. We will also be compelled to replace equity incentive awards with cash awards, which may not align the interests of our employees with those of our shareholders as effectively as equity incentive awards.

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