CACI INTERNATIONAL INC /DE/ (Form: 10-Q, Received: 10/22/2026 11:58:11)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________

FORM 10-Q

_________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-31400

__________________________________

CACI International Inc

(Exact name of registrant as specified in its charter)

____________________________________


Delaware						54-1345888
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

11487 Sunset Hills Road, Reston, VA 20190

(Address of principal executive offices)

(703) 841-7800

(Registrant’s telephone number, including area code)

12021 Sunset Hills Road, Reston, VA 20190

(Former name, former address and former fiscal year, if changed since last report)

__________________________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	CACI	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of October 16, 2026, there were 22,211,835 shares outstanding of CACI International Inc’s common stock, par value $0.10 per share.

CACI INTERNATIONAL INC


		PAGE
PART I:	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Statements of Operations	3

	Condensed Consolidated Statements of Comprehensive Income	4

	Condensed Consolidated Balance Sheets	5

	Condensed Consolidated Statements of Cash Flows	6

	Condensed Consolidated Statements of Shareholders’ Equity	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19

Item 4.	Controls and Procedures	19

PART II:	OTHER INFORMATION	20

Item 1.	Legal Proceedings	20

Item 1A.	Risk Factors	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 3.	Defaults Upon Senior Securities	23

Item 4.	Mine Safety Disclosures	23

Item 5.	Other Information	23

Item 6.	Exhibits	24

	Signatures	25

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

CACI INTERNATIONAL INC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)


	Three months ended September 30,
(in thousands, except per share data)	2026		2025
Revenues	$	2,474,597	$	2,287,623
Costs of revenues:
Direct costs	1,597,689		1,547,194
Indirect costs and selling expenses	550,113		473,856
Depreciation and amortization	79,267		54,298
Total costs of revenues	2,227,069		2,075,348
Income from operations	247,528		212,275
Interest expense and other, net	73,240		46,173
Income before income taxes	174,288		166,102
Income taxes	43,921		41,292
Net income	$	130,367	$	124,810
Basic earnings per share	$	5.90	$	5.67
Diluted earnings per share	$	5.84	$	5.63
Weighted-average basic shares outstanding	22,100		21,994
Weighted-average diluted shares outstanding	22,316		22,166

See Notes to Unaudited Condensed Consolidated Financial Statements

CACI INTERNATIONAL INC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)


	Three months ended September 30,
(in thousands)	2026		2025
Net income	$	130,367	$	124,810
Other comprehensive income (loss):
Foreign currency translation adjustments	227		(5,951)
Changes in fair value of interest rate swap agreements, net of tax	12,401		(1,688)
Total other comprehensive income (loss), net of tax	12,628		(7,639)
Comprehensive income	$	142,995	$	117,171

See Notes to Unaudited Condensed Consolidated Financial Statements

CACI INTERNATIONAL INC

CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)


(in thousands, except per share data)	September 30, 2026		June 30, 2026
ASSETS
Current assets:
Cash and cash equivalents	$	279,389	$	191,756
Accounts receivable, net	1,722,873		1,705,087
Prepaid expenses and other current assets	428,943		364,502
Total current assets	2,431,205		2,261,345
Goodwill	6,486,111		6,484,456
Intangible assets, net	2,018,764		2,072,991
Property, plant, and equipment, net	386,547		397,161
Operating lease right-of-use assets	390,617		381,980
Supplemental retirement savings plan assets	103,874		104,878
Other assets	130,417		116,833
Total assets	$	11,947,535	$	11,819,644
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	46,750	$	46,750
Accounts payable	463,031		521,669
Accrued compensation and benefits	263,877		284,602
Other accrued expenses and current liabilities	732,931		670,911
Total current liabilities	1,506,589		1,523,932
Long-term debt, net of current portion	4,789,313		4,854,759
Supplemental retirement savings plan obligations, net of current portion	118,734		119,233
Deferred income taxes	407,454		376,580
Operating lease liabilities	447,236		431,769
Other liabilities	51,518		50,674
Total liabilities	7,320,844		7,356,947
Commitments and contingencies
Shareholders’ equity:
Preferred stock $0.10 par value, 10,000 shares authorized, no shares issued or outstanding	—		—
Common stock $0.10 par value, 80,000 shares authorized; 43,275 shares issued and 22,101 outstanding at September 30, 2026 and 43,273 shares issued and 22,099 outstanding at June 30, 2026	4,327		4,327
Additional paid-in capital	717,450		696,451
Retained earnings	5,526,545		5,396,178
Accumulated other comprehensive loss	(5,443)		(18,071)
Treasury stock, at cost (21,174 and 21,174 shares, respectively)	(1,616,188)		(1,616,188)
Total shareholders’ equity	4,626,691		4,462,697
Total liabilities and shareholders’ equity	$	11,947,535	$	11,819,644

See Notes to Unaudited Condensed Consolidated Financial Statements

CACI INTERNATIONAL INC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)


	Three months ended September 30,
(in thousands)	2026		2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	130,367	$	124,810
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	79,267		54,298
Amortization of deferred financing costs	1,241		1,196

Stock-based compensation expense	21,711		14,691
Deferred income taxes	26,445		22,273
Other	3,077		—
Changes in operating assets and liabilities, net of effect of business acquisitions:
Accounts receivable, net	(17,797)		(15,967)
Prepaid expenses and other assets	(67,263)		(41,587)
Accounts payable and other accrued expenses	10,698		63,747
Accrued compensation and benefits	(20,346)		(41,443)
Income taxes	4,648		(11,456)
Operating lease liabilities, net	(9,725)		(1,418)
Long-term liabilities	(1,009)		1,921
Net cash provided by operating activities	161,314		171,065
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(11,359)		(17,014)
Acquisitions of businesses, net of cash acquired	5,000		15,800


Net cash used in investing activities	(6,359)		(1,214)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings	1,211,500		541,000
Principal payments on borrowings	(1,278,188)		(682,688)


Proceeds from employee stock purchase plans	4,031		3,796
Repurchases of common stock	(4,406)		(4,085)
Payment of taxes for equity transactions	(71)		(261)

Net cash used in financing activities	(67,134)		(142,238)
Effect of exchange rate changes on cash and cash equivalents	(188)		(774)
Net change in cash and cash equivalents	87,633		26,839
Cash and cash equivalents, beginning of period	191,756		106,181
Cash and cash equivalents, end of period	$	279,389	$	133,020
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for income taxes, net of refunds	$	13,177	$	30,476
Cash paid during the period for interest	$	42,619	$	35,768
Non-cash financing and investing activities:

Accrued capital expenditures	$	(2,627)	$	(2,802)
Landlord sponsored tenant incentives	$	163	$	154

See Notes to Unaudited Condensed Consolidated Financial Statements

CACI INTERNATIONAL INC

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(UNAUDITED)


	Common stock			Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock			Total shareholders’ equity
(in thousands)	Shares	Amount								Shares	Amount
Balance at June 30, 2026	43,273	$	4,327	$	696,451	$	5,396,178	$	(18,071)	21,174	$	(1,616,188)	$	4,462,697
Net income	—	—		—		130,367		—		—	—		130,367
Stock-based compensation expense	—	—		21,711		—		—		—	—		21,711
Vesting of restricted stock units, net of tax withholdings	2	—		(348)		—		—		—	—		(348)
Other comprehensive income, net of tax	—	—		—		—		12,628		—	—		12,628
Repurchases of common stock	—	—		(374)		—		—		9	(4,031)		(4,405)
Treasury stock issued under stock purchase plans	—	—		10		—		—		(9)	4,031		4,041
Balance at September 30, 2026	43,275	$	4,327	$	717,450	$	5,526,545	$	(5,443)	21,174	$	(1,616,188)	$	4,626,691

Balance at June 30, 2025	43,168	$	4,316	$	652,327	$	4,860,370	$	(6,878)	21,175	$	(1,616,190)	$	3,893,945
Net income	—	—		—		124,810		—		—	—		124,810
Stock-based compensation expense	—	—		14,691		—		—		—	—		14,691
Vesting of restricted stock units, net of tax withholdings	1	—		(67)		—		—		—	—		(67)
Other comprehensive loss, net of tax	—	—		—		—		(7,639)		—	—		(7,639)
Repurchases of common stock	—	—		(289)		—		—		8	(3,796)		(4,085)
Treasury stock issued under stock purchase plans	—	—		47		—		—		(8)	3,797		3,844
Balance at September 30, 2025	43,169	$	4,316	$	666,709	$	4,985,180	$	(14,517)	21,175	$	(1,616,189)	$	4,025,499

See Notes to Unaudited Condensed Consolidated Financial Statements

CACI INTERNATIONAL INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 – Nature of Operations and Basis of Presentation

CACI International Inc (collectively, with its consolidated subsidiaries, “CACI,” the “Company,” “we,” “us,” and “our”) is a leading provider of Technology and Expertise to customers in support of national security in the intelligence, defense, and federal civilian sectors, operating through two reportable segments: Domestic Operations and International Operations. The Company’s customers include agencies and departments of the U.S. government, various state and local government agencies, foreign governments, and commercial enterprises.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (GAAP) and include the accounts of CACI and our majority owned subsidiaries. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended June 30, 2026.

Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments and reclassifications (consisting of a normal, recurring nature) necessary for the fair presentation of the periods presented.

The results of operations for the three months ended September 30, 2026 are not necessarily indicative of the results to be expected for any subsequent interim period or for the full fiscal year. All intercompany balances and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year presentation.

Note 2 – Recent Accounting Pronouncements

There have been no recently adopted or recently issued accounting pronouncements that are material or expected to be material to the Company’s consolidated financial statements.

Note 3 – Acquisitions

ARKA Group L.P.

On March 9, 2026, CACI acquired all of the equity interests of ARKA Group L.P. for purchase consideration of $2,637.7 million, net of cash acquired. During the three months ended September 30, 2026, the Company recorded measurement period adjustments that increased goodwill by a net $1.2 million. These adjustments included a $4.6 million reduction in inventory and a $1.6 million increase in tax liabilities, partially offset by a $5.0 million purchase price refund resulting from the final settlement of net working capital. As of September 30, 2026, the Company has not finalized the determination of fair values allocated to various assets and liabilities, and the purchase consideration allocation is subject to change as the Company continues to obtain and assess relevant information that existed as of the acquisition date.

Note 4 – Goodwill and Intangible Assets

Goodwill

The changes in the carrying amount of goodwill for the three months ended September 30, 2026 are as follows (in thousands):


	Domestic		International		Total
Balance at June 30, 2026	$	6,238,744	$	245,712	$	6,484,456
Goodwill acquired (1)	1,195		—		1,195
Foreign currency translation	172		288		460
Balance at September 30, 2026	$	6,240,111	$	246,000	$	6,486,111

__________________________________________________

(1)Includes goodwill initially allocated to new business combinations as well as measurement period adjustments, when applicable.

There was no goodwill impairment during the period.

Intangible Assets

Intangible assets, net consists of the following as of the dates presented (in thousands):


	September 30, 2026						June 30, 2026
	Gross carrying value		Accumulated amortization		Net carrying value		Gross carrying value		Accumulated amortization		Net carrying value
Customer contracts and related customer relationships	$	1,725,162	$	(585,875)	$	1,139,287	$	1,725,053	$	(546,140)	$	1,178,913
Acquired technologies	1,073,226		(193,749)		879,477		1,073,225		(179,147)		894,078
Total intangible assets	$	2,798,388	$	(779,624)	$	2,018,764	$	2,798,278	$	(725,287)	$	2,072,991

Amortization expense was $54.3 million and $36.0 million for the three months ended September 30, 2026 and 2025, respectively.

Note 5 – Revenues

Disaggregation of Revenues

The Company disaggregates revenues by contract type, customer type, prime or subcontractor, and whether the solution provided is primarily Technology or Expertise. These categories represent how the nature, amount, timing, and uncertainty of revenues and cash flows are affected.

Revenues by contract type are as follows (in thousands):


	Three months ended September 30, 2026						Three months ended September 30, 2025
	Domestic		International		Total		Domestic		International		Total
Cost-plus-fee	$	1,306,307	$	—	$	1,306,307	$	1,382,630	$	—	$	1,382,630
Fixed-price	774,275		47,551		821,826		564,825		46,668		611,493
Time-and-materials	317,579		28,885		346,464		262,589		30,911		293,500
Total	$	2,398,161	$	76,436	$	2,474,597	$	2,210,044	$	77,579	$	2,287,623

Revenues by customer type are as follows (in thousands):


	Three months ended September 30, 2026						Three months ended September 30, 2025
	Domestic		International		Total		Domestic		International		Total
Department of War	$	1,354,257	$	—	$	1,354,257	$	1,179,626	$	—	$	1,179,626
Intelligence Community	611,977		—		611,977		596,429		—		596,429
Federal civilian agencies	396,398		—		396,398		411,730		—		411,730
Commercial and other	35,529		76,436		111,965		22,259		77,579		99,838
Total	$	2,398,161	$	76,436	$	2,474,597	$	2,210,044	$	77,579	$	2,287,623

Revenues by prime or subcontractor are as follows (in thousands):


	Three months ended September 30, 2026						Three months ended September 30, 2025
	Domestic		International		Total		Domestic		International		Total
Prime contractor	$	2,144,267	$	64,977	$	2,209,244	$	2,006,508	$	70,391	$	2,076,899
Subcontractor	253,894		11,459		265,353		203,536		7,188		210,724
Total	$	2,398,161	$	76,436	$	2,474,597	$	2,210,044	$	77,579	$	2,287,623

Revenues by Technology or Expertise are as follows (in thousands):


	Three months ended September 30, 2026						Three months ended September 30, 2025
	Domestic		International		Total		Domestic		International		Total
Technology	$	1,425,297	$	24,039	$	1,449,336	$	1,273,700	$	27,032	$	1,300,732
Expertise	972,864		52,397		1,025,261		936,344		50,547		986,891
Total	$	2,398,161	$	76,436	$	2,474,597	$	2,210,044	$	77,579	$	2,287,623

Changes in Estimates

Aggregate net changes in estimates for the three months ended September 30, 2026 and 2025 resulted in an increase in income before income taxes of $16.0 million ($0.53 per diluted share) and a decrease in income before income taxes of $5.0 million ($0.17 per diluted share), respectively. The Company uses its statutory tax rate when calculating the impact on diluted earnings per share.

Revenues recognized from previously satisfied performance obligations were not material for the three months ended September 30, 2026 and September 30, 2025. The change in revenues generally relates to final true-up adjustments for estimated award or incentive fees in the period in which the customers’ final performance score was received or when it can be determined that more objective, contractually-defined criteria have been fully satisfied.

Remaining Performance Obligations

As of September 30, 2026, the Company had $14.3 billion of remaining performance obligations and expects to recognize approximately 43% and 62% as revenue over the next 12 and 24 months, respectively, with the remainder to be recognized thereafter.

Contract Balances

Contract balances consist of the following (in thousands):


Description of contract related balance	Financial statement classification	September 30, 2026		June 30, 2026
Billed and billable receivables	Accounts receivable, net	$	1,237,800	$	1,259,138
Contract assets – current unbilled receivables	Accounts receivable, net	485,073		445,949
Contract assets – current costs to obtain	Prepaid expenses and other current assets	6,732		6,936
Contract assets – noncurrent unbilled receivables	Other assets	17,294		17,159
Contract assets – noncurrent costs to obtain	Other assets	13,873		13,972
Contract liabilities – current deferred revenue and other contract liabilities	Other accrued expenses and current liabilities	337,943		294,059
Contract liabilities – noncurrent deferred revenue and other contract liabilities	Other liabilities	2,514		2,952

During the three months ended September 30, 2026 and 2025, revenue recognized from amounts included in contract liabilities at the beginning of each period was $155.5 million and $91.7 million, respectively.

Note 6 – Sales of Receivables

The Company has a Master Accounts Receivable Purchase Agreement (MARPA) with MUFG Bank, Ltd. (the Purchaser) for the sale of certain designated eligible U.S. government receivables. Under the MARPA, the Company can sell eligible receivables, including certain billed and unbilled receivables up to a maximum amount of $350.0 million. The Company’s receivables are sold under the MARPA without recourse for any U.S. government credit risk.

The Company accounts for receivable transfers under the MARPA as sales under the Accounting Standards Codification (ASC) 860, Transfers and Servicing, and derecognizes the sold receivables from its consolidated balance sheets. The fair value of the sold receivables approximated their book value due to their short-term nature.

The Company does not retain an ongoing financial interest in the transferred receivables other than cash collection and administrative services. The Company estimated that its servicing fee was at fair value, and therefore, no servicing asset or liability related to these receivables was recognized as of September 30, 2026. Proceeds from the sold receivables are reflected within operating activities on the condensed consolidated statements of cash flows.

MARPA activity consists of the following (in thousands):


	As of and for the three months ended September 30,
	2026		2025
Beginning balance:	$	333,533	$	288,909
Sales of receivables	1,157,935		1,034,447
Cash collections	(1,141,469)		(1,023,356)
Outstanding balance sold to the Purchaser (1)	349,999		300,000
Cash collected, not remitted to the Purchaser (2)	(160,719)		(135,184)
Remaining sold receivables	$	189,280	$	164,816

__________________________________________________

(1)For the three months ended September 30, 2026 and 2025, the Company recorded net operating cash inflows from sold receivables of $16.5 million and $11.1 million, respectively.

(2)This balance is included in Other accrued expenses and current liabilities on the condensed consolidated balance sheets.

Note 7 – Inventories

Inventories, net consists of the following as of the dates presented (in thousands):


	September 30, 2026		June 30, 2026
Raw materials	$	149,040	$	128,489
Work in process	27,149		27,216
Finished goods	26,232		25,017
Total	$	202,421	$	180,722

Inventories, net is included in Prepaid expenses and other current assets on the condensed consolidated balance sheets.

Note 8 – Long-term Debt

The following table summarizes the carrying amounts and terms of our long-term debt as of the dates presented (dollars in thousands):


	September 30, 2026					June 30, 2026
	Maturity date	Stated interest rate	Effective interest rate	Outstanding balance		Outstanding balance
Revolving Facility	November 2030	4.99%	4.99%	$	605,000	$	660,000
Term Loan	November 2030	5.40%	5.47%	1,226,563		1,234,375
Term Loan B	October 2031	5.65%	5.89%	736,875		738,750
Term Loan B-2	March 2033	5.65%	5.85%	796,000		798,000
2033 Notes	June 2033	6.38%	6.58%	1,000,000		1,000,000
2033 Notes-2	June 2033	6.38%	6.10%	500,000		500,000
Principal amount of long-term debt				4,864,438		4,931,125
Less unamortized debt discount, premium, and issuance costs				(28,375)		(29,616)
Total long-term debt				4,836,063		4,901,509
Less current portion				(46,750)		(46,750)
Long-term debt, net of current portion				$	4,789,313	$	4,854,759

The Company’s senior secured credit facility (the Credit Facility) consists of a $1,250.0 million term loan (the Term Loan) and a $2,000.0 million revolving credit facility (the Revolving Facility). As of September 30, 2026, there were no borrowings on the swing line and stand-by letters of credit.

During the three months ended September 30, 2026, the Company made scheduled principal payments of $7.8 million on the Term Loan and $1.9 million and $2.0 million on the Term Loan B and the Term Loan B-2, which are the senior secured term loans, respectively.

As of September 30, 2026, the Company was in compliance with all of its financial covenants related to all long-term debt.

Cash Flow Hedges

The Company’s interest rate swap cash flow hedges receive variable rate one-month term Secured Overnight Financing Rate (SOFR), and they consist of (dollars in thousands):


As of September 30, 2026
Effective date	Notional amount		Paid fixed rate	Maturity date
July 2022	$	50,000	1.69%	July 2027
October 2022	50,000		1.98%	October 2027
October 2022	50,000		2.74%	October 2028
January 2023	50,000		1.80%	January 2027
January 2023	50,000		2.14%	January 2027
January 2023	50,000		2.04%	January 2028
April 2023	200,000		3.71%	April 2027
April 2023	100,000		3.67%	April 2028
May 2026	300,000		3.79%	May 2028
May 2026	200,000		3.80%	May 2029
May 2026	300,000		3.81%	May 2030
Total notional amount	$	1,400,000

The effect of the cash flow hedges on other comprehensive income (loss) and earnings for the periods presented was as follows (in thousands):


	Three months ended September 30,
	2026		2025
Gain recognized in other comprehensive income before reclassifications	$	17,591	$	762
Amounts reclassified from accumulated other comprehensive loss (AOCL) to earnings (1)	(998)		(3,021)
Other comprehensive income (loss) (2)	$	16,593	$	(2,259)

__________________________________________________

(1)Amounts reclassified from AOCL are included in Interest expense and other, net on the condensed consolidated statements of operations.

(2)Includes income tax expense of $4.2 million and income tax benefit of $0.6 million for the three months ended September 30, 2026 and 2025, respectively.

We expect to reclassify net gains of $11.0 million from AOCL to earnings during the next twelve months.

Note 9 – Fair Value Measurements

ASC 820, Fair Value Measurements, establishes a framework for measuring fair value and categorizes the inputs used in measuring fair value as follows: observable inputs such as quoted prices in active markets (Level 1); inputs other than quoted prices in active markets that are observable, either directly or indirectly, or quoted prices that are not active (Level 2); and unobservable inputs in which there is little or no market data which requires development of assumptions that market participants would use in pricing the asset or liability (Level 3).

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and amounts included in other current assets and current liabilities that meet the definition of a financial instrument approximate fair value because of the short-term nature of these amounts.

The outstanding principal amount of the Company’s long-term debt approximates its fair value at September 30, 2026. The fair value of the Company’s debt was estimated using Level 2 inputs based on market data on companies with a corporate rating similar to CACI’s that have recently priced credit facilities.

The financial instruments measured at fair value on a recurring basis consists of the following as of the dates presented (in thousands):

Description of financial instrument

Financial statement classification

Fair value
hierarchy

September 30, 2026

June 30, 2026

Interest rate swap agreements

Prepaid expenses and other current assets

Level 2

1,978

1,230

Interest rate swap agreements

Other assets

Level 2

23,389

7,545

Contingent consideration

Other accrued expenses and current liabilities

Level 3

7,835

7,764

Contingent consideration

Other liabilities

Level 3

551

The Company’s interest rate swaps are considered over-the-counter derivatives where the Company pays a fixed rate and receives SOFR. The counterparties to all swap agreements are financial institutions. The fair value is an estimate of the amount that the Company would pay or receive as of a measurement date if the agreements were transferred to a third party or canceled. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves.

The Company recognizes contingent consideration liabilities in connection with certain acquisitions, representing potential earnout payments and other contingent payments. The fair values of these liabilities are determined using a valuation model, which includes an assessment of the most likely outcome, assumptions related to projected earnings of the acquired company, and the application of a discount rate, when applicable. Fair value of contingent consideration is reassessed quarterly, including an analysis of the significant inputs used in the evaluation, as well as the accretion of the discount. There were no changes to the fair value of contingent consideration for the three months ended September 30, 2026 and 2025. Changes in the fair value of contingent consideration are reflected within Indirect costs and selling expenses on the condensed consolidated statements of operations.

Note 10 – Earnings Per Share

Earnings per share and the weighted-average number of diluted shares are computed as follows (in thousands, except per share data):


	Three months ended September 30,
	2026		2025
Net income	$	130,367	$	124,810
Weighted-average number of basic shares outstanding	22,100		21,994
Dilutive effect of equity awards	216		172
Weighted-average number of diluted shares outstanding	22,316		22,166
Basic earnings per share	$	5.90	$	5.67
Diluted earnings per share	$	5.84	$	5.63

Share Repurchases

As of September 30, 2026, $187.3 million remained available for repurchases of the Company’s common shares under the 2023 Repurchase Program.

Note 11 – Income Taxes

The Company’s effective income tax rates were 25.2% and 24.9% for the three months ended September 30, 2026 and 2025, respectively. The effective tax rates for the three months ended September 30, 2026 and 2025 differ from the statutory rate of 21.0% primarily due to state income taxes offset by research and development tax credits.

The Company is subject to income taxes in the U.S. and various foreign jurisdictions. Tax statutes and regulations within each jurisdiction are subject to interpretation and require the application of significant judgment. The Company is currently under examination for fiscal 2019-2020 and 2022-2023 in one state jurisdiction and fiscal 2022-2023 in another state. The Company does not expect the resolution of either state examination to have a material impact on its condensed consolidated financial statements.

Note 12 – Business Segments

The Company reports operating results and financial data in two segments: Domestic Operations and International Operations. Domestic Operations provide Technology and Expertise primarily to the U.S. federal government. International Operations provide Technology and Expertise primarily to international government and commercial customers.

Segment information for the periods presented is as follows (in thousands):


	Three months ended September 30,
	2026						2025
	Domestic		International		Total		Domestic		International		Total
Revenues	$	2,398,161	$	76,436	$	2,474,597	$	2,210,044	$	77,579	$	2,287,623
Direct costs	1,564,036		33,653		1,597,689		1,513,688		33,506		1,547,194
Indirect costs and selling expenses	522,056		28,057		550,113		444,026		29,830		473,856
Depreciation and amortization	77,802		1,465		79,267		52,895		1,403		54,298
Income from operations	234,267		13,261		247,528		199,434		12,841		212,275
Capital expenditures	10,617		742		11,359		15,189		1,825		17,014

Asset information by segment is not a key measure of performance.

Note 13 – Legal Proceedings and Other Commitments and Contingencies

Legal Proceedings

The Company is involved in various claims, lawsuits, and administrative proceedings arising in the ordinary course of business. Based on current information and recent legal developments, management does not believe that any of these matters, individually or in the aggregate, are reasonably likely to have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

The Company is defending a civil lawsuit in which plaintiffs allege that Company employees conspired with the U.S. military in connection with alleged acts of wrongdoing. The plaintiffs assert claims under the Alien Tort Statute (ATS). In November 2024, a jury returned a $42 million verdict against the Company, and on March 12, 2026, the U.S. Court of Appeals for the Fourth Circuit affirmed the judgment. On August 28, 2026, following the Supreme Court’s June 2026 decision in Cisco Systems, Inc. v. Doe, the Fourth Circuit directed the dismissal of the case, unless the plaintiffs seek further rehearing. No petition was filed by the plaintiffs. On October 20, 2026, the Court of Appeals issued the Mandate, returning the case to the District Court. On October 21, the District Court issued an Order reversing and vacating the Judgment entered on January 10, 2025, entering judgment in favor of CACI, and dismissing the case. The Plaintiffs have indicated that they may seek Supreme Court review of the Court of Appeals decision. No amounts have been recognized in our condensed consolidated financial statements.

Government Contracting

Payments to the Company on cost-plus-fee and time-and-materials contracts are subject to adjustment upon audit by the Defense Contract Audit Agency (DCAA) and other government agencies that do not utilize DCAA’s services. The DCAA has completed audits of the Company’s annual incurred cost proposals through fiscal 2024. The Company is still negotiating the results of prior years’ audits with the respective cognizant contracting officers and believes its reserves for such are adequate. Adjustments that may result from these audits and the audits not yet started are not expected to have a material effect on the Company’s financial position, results of operations, or cash flows. Additionally, the DCAA continually reviews the cost accounting and other practices of government contractors, including the Company. In the course of those reviews, cost accounting and other issues may be identified, discussed, and settled.

Note 14 – Subsequent Event

On October 20, 2026, the Board of Directors approved changing the Company’s fiscal year to a calendar year. As a result, the Company will file a transition report covering the six-month transition period ending December 31, 2026.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations is provided to enhance the understanding of, and should be read together with, our unaudited condensed consolidated financial statements and the notes to those statements that appear elsewhere in this Quarterly Report on Form 10-Q.

Information Relating to Forward-Looking Statements

There are statements made herein that do not address historical facts and therefore could be interpreted as forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are subject to risk factors that could cause actual results to be materially different from anticipated results. These risk factors include, but are not limited to, the following:

•our reliance on U.S. government contracts, which includes general risk around the government contract procurement process (such as bid protest, small business set asides, loss of work due to organizational conflicts of interest, etc.) and termination risks;

•significant delays or reductions in appropriations for our programs and broader changes in U.S. government funding and spending patterns;

•legislation that amends or changes discretionary spending levels or budget priorities, such as for homeland security;

•legal, regulatory, and political change from successive presidential administrations that could result in economic uncertainty;

•changes in U.S. federal agencies, current agreements with other nations, foreign events, or any other events which may affect the global economy;

•the results of government audits and reviews conducted by the Defense Contract Audit Agency, the Defense Contract Management Agency, or other governmental entities with cognizant oversight;

•competitive factors such as pricing pressures and/or competition to hire and retain employees (particularly those with security clearances);

•failure to achieve contract awards in connection with re-competes for present business and/or competition for new business;

•regional and national economic conditions in the U.S. and globally, including but not limited to: terrorist activities or war, changes in interest rates, currency fluctuations, significant fluctuations in the equity markets, and market speculation regarding our continued independence;

•our ability to meet contractual performance obligations, including technologically complex obligations dependent on factors not wholly within our control;

•limited access to certain facilities required for us to perform our work;

•changes in tax law, the interpretation of associated rules and regulations, or any other events impacting our effective tax rate;

•changes in technology;

•the potential impact of the announcement or consummation of a proposed transaction and our ability to successfully integrate the operations of our recent and any future acquisitions;

•our ability to achieve the objectives of near term or long-term business plans; and

•the effects of health epidemics, pandemics and similar outbreaks may have material adverse effects on our business, financial position, results of operations and/or cash flows.

The above non-inclusive list of risk factors may impact the forward-looking statements contained in this Quarterly Report on Form 10-Q. In addition, other risk factors include, but are not limited to, those described in “Risk Factors” in Part I, Item 1A, in the Registrant’s Annual Report on Form 10-K. The forward-looking statements contained in this Quarterly Report on Form 10-Q are as of the date of its filing.

Overview

The Company provides differentiated Technology and distinctive Expertise to customers in support of national security.

•Technology – CACI provides technology that addresses our customers’ most challenging needs. This includes agile software development using open modern architectures and DevSecOps; advanced data platforms, applications, and analytics augmented by Artificial Intelligence (AI), Enterprise Resource Planning systems, electromagnetic spectrum capabilities, space-based sensors and ground site processors, photonics, and network modernization. CACI invests ahead of customer need with research and development to create unique and differentiated technology addressing critical national security needs.

•Expertise – CACI delivers talent with the specific technical and functional knowledge to support agency operations.

Budgetary Environment

We closely monitor U.S. federal budget, legislative and contracting developments, and we adjust our business strategies to account for these trends. Although future levels of defense and non-defense spending are difficult to predict, we believe there continues to be bipartisan support for defense and national security programs, particularly given the heightened global threat environment.

While we view the current budget environment as constructive, the timing and passage of annual appropriations remain uncertain in any given government fiscal year (GFY). During periods when Congress has not enacted full-year appropriations, federal agencies operate under a continuing resolution (CR). A CR typically authorizes agencies to continue operating at prior year funding levels and may restrict new program starts or delay contract awards.

The scope and duration of CRs can negatively affect our business by delaying new programs, contract awards, or other customer decisions. If a CR expires without the enactment of full-year appropriations or an extension via a new CR, the federal government must cease non-essential operations (a “government shutdown”), except where continuing activities are authorized by law. We evaluate our portfolio on an ongoing basis to identify areas potentially at risk from CRs or shutdowns and to develop appropriate contingency plans.

On May 2, 2025, the President submitted the GFY26 Presidential Budget Request (PBR), which proposed holding defense spending at the GFY25 enacted (full-year CR) level of $893 billion. On July 4, 2025, the President signed the One Big Beautiful Bill Act (OBBBA), a reconciliation bill providing additional mandatory funding outside the regular annual appropriations process. The OBBBA made immediately available approximately $156 billion in defense funding (including $25 billion for the Golden Dome initiative) and approximately $170 billion for border security and immigration. Because these funds were authorized through the reconciliation process, they remain available in GFY26 and beyond regardless of whether Congress enacts full-year appropriations, passes a CR, or enters a government shutdown.

On October 1, 2025, the federal government entered a shutdown. On November 12, 2025, the President signed a CR that ended the shutdown and restored government operations, extending funding for most agencies at GFY25 levels through January 30, 2026. Following the expiration of that CR, a partial shutdown occurred. On February 3, 2026, the President signed five of the six remaining GFY26 full year appropriations bills, alongside a two-week CR for the Department of Homeland Security (DHS). The enacted defense appropriations bill provided full year funding for the Department of War (DoW) with a topline of $838.7 billion, approximately $8.4 billion above the GFY26 PBR.

On February 14, 2026, the temporary funding for DHS expired, and the department entered a shutdown. Portions of DHS operations continued due to the availability of mandatory OBBBA funding. On April 30, 2026, Congress passed full-year GFY26 funding for DHS, excluding funding for Immigration and Customs Enforcement (ICE) and Customs and Border Protection (CBP), both of which continued to rely on OBBBA funding. On June 9, 2026, Congress passed the Secure America Act (Reconciliation 2.0), providing $70 billion primarily allocated to ICE and CBP. Because this funding was enacted through reconciliation, it remains available through September 30, 2029.

On April 3, 2026, while the GFY26 appropriations process was still being finalized, the President submitted the GFY27 Presidential Budget Request (PBR). The GFY27 PBR proposes $1.15 trillion in discretionary defense spending, $350 billion in mandatory defense spending through a separate reconciliation bill, and $63 billion in discretionary spending for homeland security. On September 2, 2026, the President signed a CR to fund GFY27 through December 11, 2026.

Market Environment

We provide Technology and Expertise to government customers. We believe that the total addressable market for our offerings is sufficient to support the Company’s plans and is expected to continue to grow over the next several years. 79% of our revenue comes from DoW and Intelligence Community (IC) customers, with additional revenue coming from federal civilian agencies and commercial and other customers.

We continue to align the Company’s capabilities with well-funded budget priorities and take steps to maintain a competitive cost structure in line with our expectations of future business opportunities. In light of these actions, as well as the budgetary environment discussed above, we believe we are well positioned to continue to win new business in our large addressable market. We believe that the following trends will influence the U.S. government’s spending in our addressable market:

•A stable-to-higher U.S. government budget environment, particularly in national security-related areas (defense, intelligence, and border security);

•Increased focus on cyber, space, and electronic warfare as key domains for national security;

•Increasing focus on application of technologies to defend the homeland, such as those associated with the Golden Dome program and Counter UxS Defense systems;

•Increased investments in advanced technologies, particularly software-based technologies, including AI;

•Increased spend on network and application modernization and enhancements to cyber security posture;

•Increasing focus on near-peer competitors and other nation state threats;

•Continued focus on counterterrorism, counterintelligence, and counter proliferation as key U.S. security concerns; and

•Increased demand for innovation and speed of delivery.

We believe that our customers’ use of lowest price/technically acceptable procurements, which contributed to pricing pressures in past years, has moderated, though price still remains an important factor in procurements. We also continue to see protests of major contract awards and delays in U.S. government procurement activities. In addition, many of our federal government contracts require us to employ personnel with security clearances, specific levels of education, and specific past work experience. Depending on the level of clearance, security clearances can be difficult and time-consuming to obtain and competition for skilled personnel in the industry is intense. Additional factors that could affect U.S. government spending in our addressable market include changes in set-asides for small businesses and budgetary priorities.

Results of Operations

Our results of operations were as follows (dollars in thousands):


	Three months ended September 30,
	2026		2025		Change
Revenues	$	2,474,597	$	2,287,623	$	186,974	8.2	%
Costs of revenues:
Direct costs	1,597,689		1,547,194		50,495		3.3
Indirect costs and selling expenses	550,113		473,856		76,257		16.1
Depreciation and amortization	79,267		54,298		24,969		46.0
Total costs of revenues	2,227,069		2,075,348		151,721		7.3
Income from operations	247,528		212,275		35,253		16.6
Interest expense and other, net	73,240		46,173		27,067		58.6
Income before income taxes	174,288		166,102		8,186		4.9
Income taxes	43,921		41,292		2,629		6.4
Net income	$	130,367	$	124,810	$	5,557	4.5	%

Revenues. The increase in revenues was attributable to growth from acquisitions and organic growth of 2.1%, including new contract awards and growth on existing programs.

Revenues by customer type with related percentages of revenues were as follows (dollars in thousands):


	Three months ended September 30,
	2026		2025		Change
DoW	$	1,354,257	$	1,179,626	$	174,631	14.8	%
IC	611,977		596,429		15,548		2.6
Federal civilian agencies	396,398		411,730		(15,332)		(3.7)
Commercial and other	111,965		99,838		12,127		12.1
Total	$	2,474,597	$	2,287,623	$	186,974	8.2	%

•DoW revenues include Technology and Expertise provided to various DoW customers, excluding IC.

•IC revenues include Technology and Expertise provided to the 18 intelligence customers defined as the IC by the Office of the Director of National Intelligence.

•Federal civilian agencies revenues include Technology and Expertise provided to non-DoW and non-IC agencies and departments of the U.S. federal government, including Homeland Security, Justice, Agriculture, Health and Human Services, and State.

•Commercial and other revenues primarily include Technology and Expertise provided to U.S. state and local governments, commercial customers, and certain foreign governments and agencies through our International Operations.

Direct Costs. Direct costs include direct labor, subcontractor costs, materials, and other direct costs. Direct costs as a percentage of revenue decreased from 67.6% for the three months ended September 30, 2025 to 64.6% for the three months ended September 30, 2026. This change was attributable to a favorable shift in revenue mix.

Indirect Costs and Selling Expenses. The increase in indirect costs and selling expenses for the three months ended September 30, 2026, compared to the prior year period, was attributable to increases in fringe benefit expenses and other indirect costs, each associated with a larger labor base. As a percentage of revenue, indirect costs and selling expenses were 22.2% and 20.7% for the three months ended September 30, 2026 and 2025, respectively.

Depreciation and Amortization. The increase in depreciation and amortization for the three months ended September 30, 2026, compared to the prior year period, was due to the timing of intangible assets acquired in fiscal 2026.

Interest Expense and Other, Net. The increase in interest expense and other, net for the three months ended September 30, 2026, compared to the prior year period, was primarily due to higher outstanding debt balances in the current year.

Income Tax Expense. The Company’s effective income tax rates were 25.2% and 24.9% for the three months ended September 30, 2026 and 2025, respectively. The effective tax rates for the three months ended September 30, 2026 and 2025 differ from the statutory rate of 21.0% primarily due to state income taxes offset by research and development tax credits.

Contract Backlog

The Company’s backlog represents the value on existing contracts that has the potential to be recognized as revenues as work is performed. The Company includes unexercised option years in its backlog and excludes the value of task orders that may be awarded under multiple award indefinite delivery/indefinite quantity vehicles until such task orders are issued.

The Company’s backlog as of the period end is either funded or unfunded:

•Funded backlog represents contract value for which funding has been appropriated less revenues previously recognized on these contracts.

•Unfunded backlog represents estimated values that have the potential to be recognized as revenue from executed contracts for which funding has not been appropriated and unexercised priced contract options.

As of September 30, 2026, the Company had total backlog of $34.0 billion, compared to $33.9 billion a year ago, an increase of 0.3%. Funded backlog as of September 30, 2026 was $6.2 billion. The total backlog consists of remaining performance obligations plus unexercised options. See “Note 5 – Revenues” in the Notes to the Financial Statements of this Quarterly Report on Form 10-Q for additional information.

There is no assurance that all funded or potential contract value will be recognized as revenue in the future. The Company continues to monitor its backlog, which is subject to changes due to execution of new contracts, contract modifications or extensions, government deobligations, early terminations, or other factors. Based on this analysis, an adjustment to the period end balance may be required.

Liquidity and Capital Resources

Existing cash and cash equivalents and cash generated by operations are our primary sources of liquidity, as well as sales of receivables under our Master Accounts Receivable Purchase Agreement and available borrowings under our revolving credit facility (the Revolving Facility), which permits renewable borrowings of up to $2,000.0 million. The Revolving Facility also has sub-facilities of $150.0 million for same-day swing line loan borrowings and $25.0 million for stand-by letters of credit.

The Company has a $3,250.0 million senior secured credit facility (the Credit Facility), which consists of the Revolving Facility and a $1,250.0 million term loan. As of September 30, 2026, the Company had $1,395.0 million of undrawn capacity under the Revolving Facility and no borrowings on the swing line and stand-by letters of credit.

The following table summarizes cash flow information for the periods presented (in thousands):


	Three months ended September 30,
	2026		2025
Net cash provided by operating activities	$	161,314	$	171,065
Net cash used in investing activities	(6,359)		(1,214)
Net cash used in financing activities	(67,134)		(142,238)
Effect of exchange rate changes on cash and cash equivalents	(188)		(774)
Net change in cash and cash equivalents	$	87,633	$	26,839

Net cash provided by operating activities decreased by $9.8 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to the timing of disbursements for working capital.

Net cash used in investing activities increased by $5.1 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025.

Net cash used in financing activities decreased by $75.1 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, due to borrowings and debt service.

We believe that the combination of cash and cash equivalents, internally generated funds, and available bank borrowings will provide the required liquidity and capital resources necessary to fund on-going operations, customary capital expenditures, debt service obligations, and other working capital requirements over the next twelve months. We may in the future seek to borrow additional amounts under existing or new debt instruments. Over the longer term, our ability to generate sufficient cash flows from operations necessary to fulfill our long-term cash requirements will depend on our future financial performance.

Our future financial performance will be affected by many factors outside of our control, including current worldwide economic conditions, financial market conditions, and regulatory factors.

Critical Accounting Policies

There have been no significant changes to the Company’s critical accounting policies as disclosed in the Company’s Annual Report on Form 10-K for the year ended June 30, 2026.

Off-Balance Sheet Arrangements and Contractual Obligations

The Company has no material off-balance sheet financing arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The interest rates on the Credit Facility and the senior secured term loans (the Term Loan B and the Term Loan B-2) are subject to changes in market interest rates. The Company manages a portion of this exposure through floating-to-fixed interest rate swaps. The Company has entered into interest rate swap agreements with an aggregate notional amount of $1,400.0 million related to a portion of its floating-rate indebtedness. The remaining balances under the Credit Facility, the Term Loan B and the Term Loan B-2, as well as any future borrowings under the Revolving Facility, remain subject to interest rate fluctuations. With every one percent fluctuation in the applicable interest rate, interest expense on the Company’s variable rate debt for the three months ended September 30, 2026 would have fluctuated by $5.1 million.

3.1% and 3.4% of the Company’s total revenues during the three months ended September 30, 2026 and 2025, respectively, were generated from our International Operations. The Company’s practice in International Operations is to negotiate contracts in the same currency in which the predominant expenses are incurred, thereby mitigating the exposure to foreign currency exchange rate fluctuations. To the extent that it is not feasible to negotiate the foreign currency, there is a risk that profits may be adversely affected by such exchange rate fluctuations. As of September 30, 2026, the Company held cash and cash equivalents denominated in pound sterling and euro in the U.K. and the Netherlands, with an aggregate U.S. dollar equivalent of $92.7 million. Although these balances are generally available to fund ordinary business operations without legal or other restrictions, a significant portion is not immediately available to fund U.S. operations unless repatriated. The Company’s intention is to reinvest earnings from our foreign subsidiaries. This allows the Company to better utilize cash resources on behalf of our foreign subsidiaries, thereby mitigating foreign currency conversion risks.

Item 4. Controls and Procedures

As of September 30, 2026, the Company’s management, under the supervision and with the participation of the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e), under the Securities Exchange Act of 1934, as amended).

Based upon that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were operating and effective at September 30, 2026.

The Company reports that no changes in its internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act) occurred during the three months ended September 30, 2026.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

Al Shimari, et al. v. L-3 Services, Inc. et al.

Reference is made to “Legal Proceedings” in Part I, Item 3, in the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2026 for the most recently filed information concerning the suit filed in the United States District Court for the Southern District of Ohio. The lawsuit names CACI International Inc, CACI Premier Technology, Inc. and former CACI employee Timothy Dugan as Defendants, along with L-3 Services, Inc. Plaintiffs seek, inter alia, compensatory damages, punitive damages, and attorney’s fees. On March 8, 2013, the District Court granted a motion to dismiss CACI International Inc from the case, leaving CACI Premier Technology, Inc., as the sole Defendant.

In 2015, Defendant CACI Premier Technology, Inc. moved to dismiss Plaintiffs’ claims based upon the political question doctrine. On June 18, 2015, the Court issued an Order granting Defendant CACI Premier Technology, Inc.’s motion to dismiss, and on June 26, 2015 entered a final judgment in favor of Defendant CACI Premier Technology, Inc.

On July 23, 2015, Plaintiffs filed a Notice of Appeal of the district court’s June 2015 decision. On October 21, 2016, the Court of Appeals vacated and remanded the District Court’s judgment with instructions for the District Court to make further determinations regarding the political question doctrine. That same day, the District Court (Lee, J.) entered an Order recusing himself from further participation in the action. Subsequently, a new District Court judge (Brinkema, J.) was assigned to the action. The District Court conducted an initial status conference on December 16, 2016. On June 9, 2017, the District Court dismissed Plaintiff Rashid without prejudice from the action based upon his inability to participate. On July 19, 2017, CACI Premier Technology, Inc. filed a motion to dismiss the action on numerous legal grounds. The Court held a hearing on that motion on September 22, 2017, and denied the motion pending issuance of a written decision. On January 17, 2018, CACI filed a third-party complaint naming the United States and John Does 1-60, asserting claims for contribution, indemnification, exoneration and breach of contract in the event that CACI Premier Technology, Inc. is held liable to Plaintiffs, as Plaintiffs are seeking to hold CACI Premier Technology, Inc. liable on a co-conspirator theory and a theory of aiding and abetting. On February 21, 2018, the District Court issued a Memorandum Opinion and Order dismissing with prejudice the claims of direct abuse of the Plaintiffs by CACI personnel (Counts 1, 4 and 7 of the Third Amended Complaint) in response to the motion to dismiss filed by CACI on July 19, 2017, and denying the balance of the motion to dismiss. On March 14, 2018, the United States filed a motion to dismiss the third party complaint or, in the alternative, for summary judgment. On April 13, 2018, the Court held a hearing on the United States’ motion to dismiss and took the matter under advisement. The Court subsequently stayed the part of the action against John Does 1-60.

On April 13, 2018, the Plaintiffs filed a motion to reinstate Plaintiff Rashid, which CACI opposed. On April 20, 2018, the District Court granted that motion subject to Plaintiff Rashid appearing for a deposition. On May 21, 2018, CACI filed a motion to dismiss for lack of subject matter jurisdiction based on a recent Supreme Court decision. On June 25, 2018, the District Court denied that motion. On October 25, 2018, the District Court conducted a pre-trial conference at which the District Court addressed remaining discovery matters, the scheduling for dispositive motions that CACI intends to file, and set a date of April 23, 2019 for trial, if needed, to start. On December 20, 2018, CACI filed a motion for summary judgment and a motion to dismiss based on the state secrets privilege. On January 3, 2019, CACI filed a motion to dismiss for lack of subject matter jurisdiction. On February 15, 2019, the United States filed a motion for summary judgment with respect to CACI’s third-party complaint. On February 27, 2019, the District Court denied CACI’s motion for summary judgment and motions to dismiss for lack of subject matter jurisdiction and on the state secrets privilege. On February 28, 2019, CACI filed a motion seeking dismissal on grounds of derivative sovereign immunity.

On March 22, 2019, the District Court denied the United States’ motion to dismiss on grounds of sovereign immunity and CACI’s motion to dismiss on grounds of derivative sovereign immunity. The District Court also granted the United States’ motion for summary judgment with respect to CACI’s third-party complaint. On March 26, 2019, CACI filed a Notice of Appeal of the District Court’s March 22, 2019 decision. On April 2, 2019, the U.S. Court of Appeals for the Fourth Circuit issued an Accelerated Briefing Order for the appeal. On April 3, 2019, the District Court issued an Order cancelling the trial schedule and holding matters in abeyance pending disposition of the appeal. On July 10, 2019, the U.S. Court of Appeals for the Fourth Circuit heard oral argument in Spartanburg, South Carolina on CACI’s appeal. On August 23, 2019, the Court of Appeals issued an unpublished opinion dismissing the appeal. A majority of the panel that heard the appeal held that rulings denying derivative sovereign immunity are not immediately appealable even where they present pure questions of law. The panel also ruled, in the alternative, that even if such a ruling was immediately appealable, review was barred because there remained disputes of material fact with respect to CACI’s derivative sovereign immunity defenses. The Court of Appeals subsequently denied CACI’s request for rehearing en banc. CACI then filed a motion to stay issuance of the mandate pending the filing of a petition for a writ of certiorari. On October 11, 2019, the Court of Appeals, by a 2-1 vote, denied the motion to stay issuance of the mandate. CACI then filed an application to stay issuance of the mandate with Chief Justice Roberts in his capacity as Circuit Justice for the U.S. Court of Appeals for the Fourth Circuit. After CACI filed that application, the Court of Appeals issued the mandate on October 21, 2019, returning jurisdiction to the district court. On October 23, Chief Justice Roberts denied the stay application “without prejudice to applicants filing a new application after seeking relief in the district court.” CACI then filed a motion in the district court to stay the action pending filing and disposition of a petition for a writ of certiorari. On November 1, 2019, the district court granted CACI’s motion and issued an Order staying the action until further order of the court. On November 15, 2019, CACI filed a petition for a writ of certiorari in the U.S. Supreme Court. On January 27, 2020, the U.S. Supreme Court issued an Order inviting the Solicitor General to file a brief in the case expressing the views of the United States. On August 26, 2020, the Solicitor General filed a brief recommending that CACI’s petition for a writ of certiorari be held pending the Supreme Court’s disposition of Nestle USA, Inc. v. Doe, cert. granted, No. 19-416 (July 2, 2020), and Cargill, Inc. v. Doe, cert. granted, No. 19-453 (July 2, 2020). The United States’ brief recommended that if the Supreme Court’s decisions in Nestle and Cargill did not effectively eliminate the claims in Al Shimari, then the Supreme Court should grant CACI’s petition for a writ of certiorari. On June 17, 2021, the Supreme Court issued its decision in the Nestle and Cargill cases, holding that the allegations of domestic conduct in the cases were general corporate activity insufficient to establish subject matter jurisdiction. As a result, the Supreme Court remanded the cases for dismissal. On June 28, 2021, the Supreme Court denied CACI’s petition for a writ of certiorari.

On July 16, 2021, the District Court granted CACI’s consent motion to lift the stay of the action, and ordered the parties to submit status reports to the District Court by August 4, 2021. On July 23, 2021, CACI filed a motion to dismiss the action for lack of subject matter jurisdiction based on, among other things, the recent Supreme Court decision in the Nestle and Cargill cases. On August 4, 2021, the parties submitted status reports to the District Court.

On September 10, 2021, the Court conducted a hearing on CACI’s motion to dismiss for lack of subject matter jurisdiction and took the motion under advisement. The Court issued an Order directing the plaintiffs to provide the Court with a calculation of specific damages sought by each plaintiff. In response, plaintiffs advised the Court that, if the case is tried, they do not intend to request a specific amount of damages.

On October 1, 2021, the plaintiffs filed an estimate of compensatory damages between $6.0 million and $9.0 million ($2.0 million to $3.0 million per plaintiff) and an estimate of punitive damages between $23.5 million and $64.0 million.

On July 18, 2022, CACI filed a memorandum of supplemental authority in support of its motion to dismiss filed on July 23, 2021, asserting that a recent decision from the U.S. Court of Appeals for the Fourth Circuit regarding the test for extraterritoriality supported dismissal for lack of subject matter jurisdiction. Also on July 18, 2022, CACI filed a second motion to dismiss for lack of subject matter jurisdiction on the grounds that three decisions issued by the Supreme Court in June 2022 demonstrate that courts should not recognize claims under the ATS that arise out of the United States’ prosecution of war. On September 16, 2022, the District Court conducted a hearing on that motion and took the matter under advisement.

On July 31, 2023, the District Court denied the July 23, 2021 motion to dismiss and the July 18, 2022 motion to dismiss. On September 7, 2023, CACI filed a petition for a writ of mandamus with the U.S. Court of Appeals for the Fourth Circuit, asserting that the District Court had disregarded binding precedent and asking the Court of Appeals to dismiss the action for lack of subject matter jurisdiction. On September 13, 2023, the Court of Appeals issued an Order requiring the plaintiffs to respond to the petition. On September 25, 2023, the plaintiffs filed their response to CACI’s petition, opposing the relief sought. On October 2, 2023, the District Court entered an Order setting the case for a jury trial on April 15, 2024. On November 2, 2023, the Court of Appeals denied without opinion the petition for a writ of mandamus. Trial commenced on April 15, 2024. During trial, the plaintiffs abandoned their claim of war crimes. On May 9, 2024, the jury notified the District Court that it was deadlocked and could not reach a unanimous verdict on any claim. The District Court then dismissed the jury and declared a mistrial.

On May 16, 2024, plaintiffs filed a motion for a new trial, and CACI filed a motion for judgment as a matter of law. On June 14, 2024, the District Court granted plaintiffs’ motion, denied CACI’s motion, and proposed dates in October 2024 for a new trial. The District Court subsequently scheduled the new trial to start on October 30, 2024. A second trial commenced on October 30, 2024. At the conclusion of the presentation of the evidence, the District Court granted CACI’s motion to dismiss the aiding and abetting claims for lack of evidence. On November 12, 2024, the jury found for the plaintiffs on the sole claim remaining in the case, that CACI personnel had conspired with the military for the military to abuse the plaintiffs. The jury awarded compensatory damages of $3 million per plaintiff and punitive damages of $11 million per plaintiff. After the verdict was returned, the District Court disclosed a note sent by the jury on November 8, 2024, not at the time disclosed to counsel, asking if the jury could award punitive damages to a non-profit human rights organization, rather than to plaintiffs, dealing with abuses arising from Abu Ghraib.

On November 25, 2024, CACI filed a motion for judgment as a matter of law, asserting numerous grounds for setting aside the jury verdict and dismissing the action. On January 10, 2025, the District Court conducted a hearing on that motion and denied the motion. On January 10, 2025, CACI filed a Notice of Appeal to the U.S. Court of Appeals for the Fourth Circuit. The Court of Appeals established a briefing schedule, which concluded on July 25, 2025. The Court of Appeals heard oral argument on September 9, 2025. On March 12, 2026, the Court of Appeals, in a 2-1 decision, affirmed the judgment of the district court against CACI. On April 24, 2026, the Company filed a petition for rehearing or rehearing en banc and asked the Court of Appeals to stay action on that petition pending the Supreme Court’s expected decision in Cisco Systems, Inc. v. Doe, No. 24-856. On June 23, 2026, the Supreme Court issued its decision in the Cisco case. The Supreme Court held that federal courts may not imply any causes of action under the Alien Tort Statute (ATS) other than perhaps the three law of nations violations recognized at the time of ATS’s enactment—violation of safe conducts, infringements of the rights of ambassadors, and piracy. Both claims of conspiracy on which the judgment against CACI below rests were judicially implied under the ATS. On June 24, 2026, CACI filed a notice with the Court of Appeals apprising the Court of the Cisco decision. In that filing, CACI took the position that Cisco categorically precludes judicially-implied ATS claims beyond the three specific judicially-implied claims that might remain viable under Cisco, a holding that bars the only two claims on which the judgment against CACI rests. Accordingly, CACI requested that the Court reverse the district court’s judgment and remand with instructions to dismiss Plaintiff’s claims for lack of jurisdiction.

On June 29, 2026, the Court of Appeals directed the parties to file supplemental briefs addressing their views on the effect of the Cisco decision. The parties subsequently filed briefs as directed.

On August 28, 2026, the Court of Appeals issued its decision granting CACI’s petition for rehearing, vacating the March 12, 2026 decision, reversing the Court of Appeals prior entry of judgment for plaintiffs, and remanding the case to the District Court with directions to dismiss the case. The Court of Appeals will issue the mandate returning the case to the District Court for dismissal unless the Plaintiffs file a petition for rehearing and/or rehearing en banc by October 13, 2026. No petition was filed by the Plaintiffs. On October 20, 2026, the Court of Appeals issued the Mandate, returning the case to the District Court. On October 21, the District Court issued an Order reversing and vacating the Judgment entered on January 10, 2025, entering judgment in favor of CACI, and dismissing the case. The Plaintiffs have indicated that they may seek Supreme Court review of the Court of Appeals decision.

Abbass, et al v. CACI Premier Technology, Inc. and CACI International Inc, Case No. 1:13CV1186-LMB/JFA (EDVA)

Since the filing of Registrant’s report described above, the case remains stayed pending the outcome in the Al Shimari appeal.

We are vigorously defending the above-described legal proceedings, and based on our present knowledge of the facts, believe the lawsuits are completely without merit.

On September 13, 2021, the Court issued an Order directing plaintiffs’ counsel to file a report advising the Court of the status of each plaintiff, and indicating that any plaintiff whom counsel is unable to contact may be dismissed from the action. On October 4, 2021, plaintiffs’ counsel filed a memorandum stating that the action was brought by forty-six plaintiffs, and that plaintiffs’ counsel was in contact with many of the plaintiffs but needed additional time to provide the Court with a final report. On October 4, 2021, the Court entered an Order extending plaintiffs’ response to October 25, 2021. On October 25, 2021, plaintiffs’ counsel filed a memorandum stating that he was in communication with 46 plaintiffs or their representatives.

On June 21, 2024, CACI filed a motion to lift the stay. Plaintiffs filed an opposition to that motion on June 26, 2024. On June 28, 2024, the District Court denied CACI’s motion without prejudice. CACI subsequently filed a Notice of Appeal to the U.S. Court of Appeals for the Fourth Circuit, as well as a Petition for a Writ of Mandamus in the Court of Appeals, asking the Court of Appeals to issue an order requiring the District Court to lift the stay. The Court of Appeals denied the petition for a writ of mandamus, but subsequently issued a briefing schedule for CACI’s appeal.

Briefing on the appeal concluded on December 6, 2024. On January 10, 2025, the District Court indicated that it will not activate the Abbass action while the Al Shimari action is on appeal. As a result of that representation, on January 13, 2025, CACI moved to dismiss the appeal, a motion that the Plaintiffs did not oppose. On January 14, 2025, the Court of Appeals granted that motion and dismissed the appeal.

On July 9, 2026, CACI filed a motion to lift the stay so that CACI could file a motion to dismiss based on the Cisco decision noted above. The District Court denied that motion without prejudice, noting that the Court of Appeals had not yet determined Cisco’s affect on the Al Shimari action.

On August 31, 2026, CACI filed a notice in the District Court of the Court of Appeals August 28, 2026 decision in the Al Shimari action. That same day the District Court issued a show cause order, directing the Plaintiffs to file a memorandum explaining why the Cisco and Al Shimari decisions did not require dismissal of the Abbass action. Plaintiffs did so, and on September 16, 2026, CACI responded to Plaintiffs’ memo. The Abbass Plaintiffs on September 18, 2026 filed a sur-reply memorandum.

On October 2, 2026, the District Court orally informed the parties that the Court would wait to see if the plaintiffs in the Al Shimari case file a petition for review with the U.S. Supreme Court. If so, the District Court will await the disposition of Al Shimari by the Supreme Court. If not, the District Court will dismiss the Abbass case.

Item 1A. Risk Factors

Reference is made to “Risk Factors” in Part I, Item 1A, in the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2026. There have been no material changes from the risk factors described in that report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides certain information with respect to our purchases of shares of CACI’s common stock during the three months ended September 30, 2026:


Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced programs	Maximum number of shares that may yet be purchased under the plans or programs (1)
July 2026	9,160	$	480.97	9,160	384,195
August 2026	—	—		—	384,195
September 2026	—	—		—	384,195
Total	9,160	$	480.97	9,160

__________________________________________________

(1)Number of shares determined based on the closing price of $609.11 as of September 30, 2026.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

Disclosure of Trading Arrangements

During the fiscal quarter ended September 30, 2026, the following directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408:

John S. Mengucci, the CEO, adopted a new Rule 10b5-1 trading arrangement on September 14, 2026, that will terminate no later than August 31, 2027. Under the trading arrangement, up to an aggregate of 18,400 shares of common stock are available to be sold by the broker upon reaching pricing targets defined in the trading arrangement. The trading arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Change in Fiscal Year End; Amendments to By-Laws

On October 20, 2026, the Board of Directors (the Board) of the Company changed the Company’s fiscal year end from June 30 to December 31. In connection with the change in fiscal year, and to align the Company’s governance calendar with the new fiscal year, the Board amended the Company’s By-Laws to (i) provide that the date of the annual meeting of shareholders be fixed from time to time by the Board; (ii) provide that the Company’s fiscal year be fixed, and may be changed, from time to time by the Board; and (iii) replace the prior fixed advance notice deadline for shareholder nominations and proposals with a more customary advance notice provision. The foregoing description is qualified in its entirety by reference to the amended By-Laws.

2027 Annual Meeting of Shareholders; Record Date

The Board has set April 15, 2027 as the date of the Company’s 2027 Annual Meeting of Shareholders (the 2027 Annual Meeting), to be held at 9:30 a.m., local time, in a virtual meeting format. The Board has fixed the close of business on February 16, 2027 as the record date for the determination of shareholders entitled to notice of, and to vote at, the 2027 Annual Meeting and any adjournment or postponement thereof. Additional details regarding the virtual meeting will be set forth in the Company’s proxy statement for the 2027 Annual Meeting.

New Deadlines for Shareholder Proposals and Director Nominations

As the date of the 2027 Annual Meeting has changed by more than 30 calendar days from the first anniversary of the Company’s 2026 annual meeting of shareholders (held on October 15, 2026), the deadlines for the submission of shareholder proposals and director nominations previously disclosed in the Company’s 2026 proxy statement are no longer applicable. In accordance with the Securities Exchange Act of 1934, as amended (the Exchange Act), the Company is providing the following new deadlines:

•Proposals for inclusion in the Company’s proxy materials under Rule 14a-8. Pursuant to Rule 14a-8 under the Exchange Act, in order for a shareholder proposal to be eligible for inclusion in the Company’s proxy materials for the 2027 Annual Meeting, the proposal must be received by the Secretary of the Company at the Company’s principal executive offices no later than the close of business on December 15, 2026, which the Company has determined to be a reasonable time before it

expects to begin to print and send its proxy materials. Any such proposal must also satisfy the other requirements of Rule 14a-8.

•Nominations and other business under the Company’s By-Laws (outside Rule 14a-8). Under the Company’s amended By-Laws, for a shareholder’s notice of a director nomination or other business to be properly brought before the 2027 Annual Meeting (other than a proposal submitted for inclusion in the Company’s proxy statement under Rule 14a-8), the notice must be delivered to, or mailed and received by, the Secretary of the Company no earlier than the close of business on December 16, 2026 and no later than the close of business on the later of (i) January 15, 2027 and (ii) the tenth day following the day on which the Company first publicly announces the date of the 2027 Annual Meeting. Any such notice must comply with the requirements set forth in the By-Laws.

•Notice under the universal proxy rules (Rule 14a-19). In addition to satisfying the advance notice requirements of the By-Laws, a shareholder who intends to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than the later of (i) February 14, 2027 and (ii) the tenth calendar day following the day on which the Company first publicly announces the date of the 2027 Annual Meeting.

All notices, proposals, and nominations described above should be directed to the Secretary of the Company at the Company’s principal executive offices.

Item 6. Exhibits

Incorporated by Reference

Exhibit No.

Description

Filed with this Form 10-Q

Form

Filing Date

Exhibit No.

31.1

Section 302 Certification John S. Mengucci.

31.2

Section 302 Certification Jeffrey D. MacLauchlan.

32.1

Section 906 Certification John S. Mengucci.

32.2

Section 906 Certification Jeffrey D. MacLauchlan.

101.INS

XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).

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.


	CACI International Inc
	Registrant

Date: October 22, 2026	By:	/s/ John S. Mengucci
		John S. Mengucci President, Chief Executive Officer and Director (Principal Executive Officer)

Date: October 22, 2026	By:	/s/ Jeffrey D. MacLauchlan
		Jeffrey D. MacLauchlan Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

Date: October 22, 2026	By:	/s/ Eric F. Blazer
		Eric F. Blazer Senior Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)