Charles River Laboratories International, Inc 8-K, filed Sep 16, 2025
Charles River Laboratories International, Inc. (CRL)
About this 8-K
Charles River Laboratories International, Inc filed this 8-K on September 16, 2025, reporting on events of September 12, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in Charter)
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(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 |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On September 12, 2025, Flavia H. Pease informed Charles River Laboratories International, Inc. (the “Company”) of her intention to resign from her position as the Company’s Corporate Executive Vice President, Chief Financial Officer effective on September 29, 2025. Ms. Pease’s decision to resign her position is not the result of any disagreements with the Company on any matter relating to its financial statements, internal control over financial reporting, operations, policies or practices.
(c) In connection with Ms. Pease’s departure from the position of Chief Financial Officer, Michael G. Knell, Corporate Senior Vice President and Chief Accounting Officer, has been appointed by the Company’s Board of Directors to act as the Company’s interim Chief Financial Officer, effective upon the departure of Ms. Pease, until a permanent successor is named. In this role, Mr. Knell will serve as the Company’s principal financial officer.
Mr. Knell, age 49, joined the Company in April 2017 as Corporate Senior Vice President and Chief Accounting Officer. In this role, Mr. Knell is responsible for providing strategic guidance to the finance groups, including direction of the Global Accounting, Financial Planning and Analysis, and Tax functions; maintaining the Company's fiscal records; and preparing its financial reports. He also oversees the design and operation of the Company’s system of internal controls, ensuring compliance with the rules and regulations of the Sarbanes-Oxley Act. Prior to joining the Company, Mr. Knell served as the Chief Accounting Officer and Vice President of Finance at Bruker Corporation from 2012 to 2017. Mr. Knell was with Ernst & Young LLP in its Boston office from 1998 until 2011, where he served in various roles including Partner - Assurance Services. Mr. Knell is a Certified Public Accountant in Massachusetts and holds a B.S. degree in Business Administration from the State University of New York at Buffalo. There are no related party transactions involving Mr. Knell that are reportable under Item 404(a) of Regulation S-K.
Information referred to in Item 5.02(c)(3) of Form 8-K has not been determined as of the date of this report.
| Item 7.01 | Regulation FD Disclosure |
On September 16, 2025, the Company issued a press release announcing Ms. Pease’s departure and Mr. Knell’s appointment. A copy of the press release is attached as Exhibit 99.1 hereto.
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 the Company are set forth in the documents filed by the Company with the Securities and Exchange Commission.
The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release of Charles River Laboratories International, Inc., dated as of September 16, 2025 | |
| 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: | September 16, 2025 | By: | /s/ Matthew L. Daniel |
| Matthew L. Daniel, Corporate Senior Vice President, | |||
| General Counsel, Corporate Secretary & Chief Compliance Officer |
Exhibit 99.1
| NEWS RELEASE |  |
CHARLES RIVER
LABORATORIES ANNOUNCES
CHIEF FINANCIAL OFFICER TRANSITION
–
Michael G. Knell, Corporate Senior Vice President & Chief Accounting Officer,
Appointed Interim CFO by the Board of Directors –
– Company
Reaffirms 2025 Revenue and Non-GAAP EPS Guidance –
WILMINGTON, MA, September 16, 2025 – Charles River Laboratories International, Inc. (NYSE: CRL) announced today that Flavia H. Pease, Corporate Executive Vice President and Chief Financial Officer (CFO), has resigned from her role, effective September 29, 2025, to pursue another opportunity. Following Ms. Pease’s departure, Michael G. Knell, Corporate Senior Vice President and Chief Accounting Officer, will serve as interim CFO until a successor is named. The Company has commenced a comprehensive search to identify its next CFO.
James C. Foster, Chair, President and Chief Executive Officer, commented, “I want to thank Flavia for her three years of service and many contributions since she joined Charles River. She helped navigate the Company through a challenging demand environment and led initiatives to optimize our cost structure during this time. We wish Flavia the best in her future endeavors.”
“I would also like to thank Mike Knell for assuming the interim CFO role. Mike has been a valuable member of our management team since he joined the Company in 2017. I am confident that with his experience and deep knowledge of our global business, he is the right choice to lead our finance organization through this interim period. We have launched a comprehensive search to identify a replacement and will collectively work to ensure a seamless transition of the CFO role. At the same time, we remain focused on executing our strategy and continuing to unlock value in our business. We firmly believe that with our strong market position and long-term growth opportunities, we will be able to drive enhanced value creation for our shareholders and remain the partner of choice for our clients’ early-stage drug development needs,” Mr. Foster concluded.
The Company is reaffirming its 2025 financial guidance for revenue and non-GAAP earnings per share that was previously provided on August 6, 2025, which is supported by its current outlook for the third-quarter performance.
Use of Non-GAAP Financial Measures
This press release contains non-GAAP financial measures, such as non-GAAP earnings per diluted share. 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 incremental dividends attributable to Noveprim noncontrolling interest holders; expenses associated with evaluating and integrating acquisitions and divestitures, including advisory fees 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; severance and other costs associated with our restructuring initiatives; the write-off of deferred financing costs and fees related to debt financing; investment gains or losses associated with our venture capital and certain other strategic equity investments; certain legal costs in our Microbial Solutions business related to environmental litigation and in our DSA segment related to U.S. government investigations into the NHP supply chain 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 recognition of deferred tax assets expected to be utilized as a result of changes to the our international financing structure and the revaluation of deferred tax liabilities as a result of foreign tax legislation. 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 use of supplementary non-GAAP financial measures 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 Charles River’s expectations regarding the transition of the Company’s Chief Financial Officer; the projected future financial performance of Charles River and our specific businesses; 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 revenue, revenue growth rates, revenue growth drivers, and earnings, including our expectations with respect to our third-quarter 2025 performance; our ability to gain market share and capitalize on business opportunities; and Charles River’s future performance, including as delineated in our forward-looking guidance, and particularly our expectations with respect to revenue. 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: changes and uncertainties in the global economy and financial markets; the ability to successfully integrate businesses 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; 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; disruptions in the global economy caused by geopolitical conflicts; 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 19, 2025, 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 Contacts: | 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 |