Charles River Laboratories International Inc. filed SEC Form 8-K: Other Events
$CRL
Biotechnology: Commercial Physical & Biological Resarch
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 8.01 Other Events
Purchase of Shares of Company Common Stock
On February 20, 2025:
• Mr. James C. Foster, Chair, President and Chief Executive Officer of Charles River Laboratories International, Inc. (the “Company”) purchased 6,075 shares of the Company’s common stock at an average price of $165.01 for an aggregate purchase price of approximately $1 million in open market transactions.
•Ms. Birgit Girshick, Corporate Executive Vice President and Chief Operating Officer of the Company purchased 1,514 shares of the Company’s common stock at an average price of $164.63 for an aggregate purchase price of approximately $250,000 in open market transactions.
Both Mr. Foster and Ms. Girshick indicated that they engaged in these transactions in recognition of the confidence they have in the strategic direction and long-term growth prospects of the Company. Mr. Foster’s and Ms. Girshick's purchases will be reported separately on Forms 4 to be filed with the Securities and Exchange Commission.
Termination of Rule 10b5-1 Trading Plans
On February 19, 2025:
•Mr. Foster terminated his Rule 10b5-1 Trading Plan (the “Foster Plan”) dated February 26, 2024. The Foster Plan allowed for the sale of a maximum of 129,721 shares of the Company’s common stock at times specified in the Foster Plan pursuant to a pre-established formula. Mr. Foster terminated the Foster Plan in order to facilitate the purchase of shares of common stock of the Company on February 20, 2025, as described above, without concern of unintentionally violating short swing profit rules of Section 16 of the Securities Exchange Act of 1934, as amended, by affecting open market sales within six months of open market purchases. Mr. Foster sold 25,000 shares pursuant to the Foster Plan on August 1, 2024.
•Ms. Girshick terminated her Rule 10b5-1 Trading Plan (the “Girshick Plan”) dated November 22, 2023. The Girshick Plan allowed for the sale of a maximum of 22,362 shares of the Company’s common stock at times specified in the Girshick Plan pursuant to a pre-established formula. Ms. Girshick terminated the Girshick Plan in order to facilitate the purchase of shares of common stock of the Company on February 20, 2025, as described above, without concern of unintentionally violating short swing profit rules of Section 16 of the Securities Exchange Act of 1934, as amended, by affecting open market sales within six months of open market purchases. Mr. Girshick did not sell any shares pursuant to the Girshick Plan.
This Current Report on Form 8-K includes “safe harbor” language pursuant to the Private Securities Litigation Reform Act of 1995, as amended, indicating that certain statements contained in this Current Report are “forward-looking,” rather than historic. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “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 about Mr. Foster’s and Ms. Girshick's beliefs in the Company’s strategic direction and growth prospects.
Forward-looking statements are based on the Company’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, statements about Mr. Foster’s and Ms. Girshick's beliefs with regard to the Company’s strategic direction and growth prospects. Furthermore, these and other risks relating to the Company are set forth in the documents filed by the Company with the Securities and Exchange Commission, including without limitation, the Company’s Annual Report on Form 10-K filed February 19, 2025. The Company does not undertake, and assumes no obligation and expressly disclaims any duty to update or revise its forward-looking statements or any of the information contained in this Current Report on Form 8-K, including related to future events or circumstances except as required by law.
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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: | February 21, 2025 | By: | /s/ Matthew L. Daniel | ||||||||
| Matthew L. Daniel, Corporate Senior Vice President, | |||||||||||
| General Counsel, Corporate Secretary & Chief Compliance Officer | |||||||||||
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