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~~December 3031, 2025


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.)

12021 Sunset Hills Road, Reston, VA 20190

(Address of principal executive offices)

(703) 841-7800

(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 Common Stock CACI New York Stock Exchange

Indicate by check mark whether the ~~Registrant~~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~~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~~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~~registrant was required to submit such files). Yes x No o

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

As of ~~October~~January 1716, ~~2025~~2026, there were 22,~~079~~085,~~710~~774 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 ~~(Unaudited)~~
	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	1517
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1921
Item 4.	Controls and Procedures	1922
PART II:	OTHER INFORMATION	2023
Item 1.	Legal Proceedings	2023
Item 1A.	Risk Factors	2225
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2225
Item 3.	Defaults Upon Senior Securities	2225
Item 4.	Mine Safety Disclosures	2225
Item 5.	Other Information	2325
Item 6.	Exhibits	2326
	Signatures	2427

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements ~~(Unaudited)~~

CACI INTERNATIONAL INC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(~~in thousands, except per share data~~UNAUDITED)

	Three Months Ended September 30,
	Three Months Ended December 31,				Six Months Ended December 31,
	2025		2024
(in thousands, except per share data)	2025		2024		2025		2024
Revenues	$	2,~~287~~220,~~623~~097	$	2,~~056~~099,~~889~~809	$	4,507,720	$	4,156,698
Costs of revenues:
Direct costs	1,~~547~~495,~~194~~011		1,~~414~~402,~~424~~225		3,042,205		2,816,649
Indirect costs and selling expenses	~~473~~464,~~856~~585		~~427~~466,~~946~~661		938,441		894,607
Depreciation and amortization	54,~~298~~032		3449,~~678~~625		108,330		84,303
Total costs of revenues	2,~~075~~013,~~348~~628		1,~~877~~918,~~048~~511		4,088,976		3,795,559
Income from operations	~~212~~206,~~275~~469		~~179~~181,~~841~~298		418,744		361,139
Interest expense and other, net	4644,~~173~~950		2344,~~970~~066		91,123		68,036
Income before income taxes	~~166~~161,~~102~~519		~~155~~137,~~871~~232		327,621		293,103
Income taxes	4137,~~292~~664		3527,~~694~~294		78,956		62,988
Net income	$	~~124~~123,~~810~~855	$	~~120~~109,~~177~~938	$	248,665	$	230,115
Basic earnings per share	$	5.6761	$	54.3990	$	11.28	$	10.29
Diluted earnings per share	$	5.6359	$	54.3388	$	11.22	$	10.21
Weighted average basic shares outstanding	2122,~~994~~082		22,~~304~~414		22,038		22,359
Weighted average diluted shares outstanding	22,~~166~~145		22,~~539~~534		22,156		22,537

See Notes to Unaudited Condensed Consolidated Financial Statements

CACI INTERNATIONAL INC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(~~in thousands~~UNAUDITED)

	Three Months Ended September 30,
	Three Months Ended December 31,				Six Months Ended December 31,
	2025		2024
(in thousands)	2025		2024		2025		2024
Net income	$	~~124~~123,~~810~~855	$	~~120~~109,~~177~~938	$	248,665	$	230,115
Other comprehensive (loss) income:
Other comprehensive loss:
Foreign currency translation adjustment	~~(5,951)~~726		16(21,~~170~~606)		(5,225)		(5,436)
Change in fair value of interest rate swap agreements, net of tax	(1,~~688~~387)		~~(17~~8,~~676)~~462		(3,075)		(9,214)
Total other comprehensive loss, net of tax	(~~7,639~~661)		(113,~~506~~144)		(8,300)		(14,650)
Comprehensive income	$	~~117~~123,~~171~~194	$	~~118~~96,~~671~~794	$	240,365	$	215,465

See Notes to Unaudited Condensed Consolidated Financial Statements

CACI INTERNATIONAL INC

CONDENSED CONSOLIDATED BALANCE SHEETS

(~~in thousands, except per share data~~UNAUDITED)

September 30,2025

June 30,2025

(in thousands, except per share data)

December 31,2025

June 30,2025

ASSETS

Current assets:

Cash and cash equivalents

~~133~~422,~~020~~976

106,181

Accounts receivable, net

1,~~419~~366,~~012~~321

1,405,441

Prepaid expenses and other current assets

~~302~~325,~~807~~380

268,323

Total current assets

12,~~854~~114,~~839~~677

1,779,945

Goodwill

5,~~018~~017,~~687~~707

5,021,805

Intangible assets, net

1,~~054~~021,~~925~~022

1,091,276

Property, plant, and equipment, net

~~205~~207,~~712~~491

212,035

Operating lease right-of-use assets

373,~~593~~753

343,944

Supplemental retirement savings plan assets

~~102~~103,~~469~~196

101,024

Other assets

9495,~~730~~443

97,569

Total assets

8,~~704~~933,~~955~~289

8,647,598

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Current portion of long-term debt

6838,750

68,750

Accounts payable

~~371~~337,~~387~~115

381,574

Accrued compensation and benefits

~~241~~221,~~053~~233

282,987

Other accrued expenses and current liabilities

~~519~~475,~~563~~970

474,795

Total current liabilities

1,~~200~~073,~~753~~068

1,208,106

Long-term debt, net of current portion

2,~~708~~922,~~701~~639

2,849,190

Supplemental retirement savings plan obligations, net of current portion

~~118~~119,~~595~~581

114,261

Deferred income taxes

~~165~~191,~~752~~386

142,636

Operating lease liabilities

~~424~~425,~~754~~961

377,080

Other liabilities

6062,~~901~~886

62,380

Total liabilities

4,~~679~~795,~~456~~521

4,753,653

COMMITMENTS AND CONTINGENCIES (NOTE 9)

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; 43,169 shares issued and 21,994 outstanding at September 30, 2025 and 43,168 shares issued and 21,992 outstanding at June 30, 2025

4,316

Common stock $0.10 par value, 80,000 shares authorized; 43,259 shares issued and 22,084 outstanding at December 31, 2025 and 43,168 shares issued and 21,992 outstanding at June 30, 2025

4,325

4,316

Additional paid-in capital

~~666~~655,~~709~~775

652,327

Retained earnings

45,~~985~~109,~~180~~035

4,860,370

Accumulated other comprehensive loss

(1415,~~517~~178)

(6,878)

Treasury stock, at cost (21,175 and 21,175 shares, respectively)

(1,616,189)

(1,616,190)

Total shareholders’ equity

4,~~025~~137,~~499~~768

3,893,945

Total liabilities and shareholders’ equity

8,~~704~~933,~~955~~289

8,647,598

See Notes to Unaudited Condensed Consolidated Financial Statements

CACI INTERNATIONAL INC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(~~in thousands~~UNAUDITED)

Three Months Ended September 30,

Six Months Ended December 31,

2025

2024

(in thousands)

2025

2024

CASH FLOWS FROM OPERATING ACTIVITIES

Net income

~~124~~248,~~810~~665

~~120~~230,~~177~~115

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

54108,~~298~~330

3484,~~678~~303

Amortization of deferred financing costs

12,~~196~~633

~~549~~1,291

Stock-based compensation expense

1433,~~691~~805

1531,~~391~~343

Deferred income taxes

2247,~~273~~428

(713,~~086~~352)

Changes in operating assets and liabilities, net of effect of business acquisitions:

Accounts receivable, net

~~(15~~35,~~967)~~296

(3551,~~770~~731)

Prepaid expenses and other assets

(4149,~~587~~731)

(4012,~~308~~995)

Accounts payable and other accrued expenses

63(20,~~747~~304)

(1027,~~561~~907)

Accrued compensation and benefits

(4161,~~443~~100)

(7586,~~614~~261)

Income taxes

(1123,~~456~~082)

305,~~609~~077

Operating lease liabilities, net

~~(1,418)~~530

(~~1,054~~572)

Long-term liabilities

12,~~921~~790

31,~~650~~392

Net cash provided by operating activities

~~171~~325,~~065~~260

34160,~~661~~703

CASH FLOWS FROM INVESTING ACTIVITIES

Capital expenditures

(1733,~~014~~058)

(1121,~~476~~400)

Acquisitions of businesses, net of cash acquired

15,800

(~~251~~1,569,388)

Net cash used in investing activities

(1,214)

(11,727)

Other

158

2,410

Net cash used in investing activities

(17,100)

(1,588,378)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from borrowings

~~541~~2,~~000~~025,173

14,~~289~~347,000

Principal payments on borrowings

(~~682~~1,~~688~~975,298)

(12,~~009~~824,~~313~~148)

Proceeds from employee stock purchase plans

3,796

3,098

Deferred financing costs

(9,061)

(9,803)

Repurchases of common stock

(4,085)

(3,242)

Proceeds from employee stock purchase plans

7,400

6,415

Payment of taxes for equity transactions

(261)

(187)

Repurchases of common stock

(9,012)

(10,352)

Net cash (used in) provided by financing activities

(142,238)

279,356

Payment of taxes for equity transactions

(29,918)

(35,797)

Effect of exchange rate changes on cash and cash equivalents

(774)

4,455

Net cash provided by financing activities

9,284

1,473,315

Net change in cash and cash equivalents

26,839

306,745

Effect of exchange rate changes on cash and cash equivalents

(649)

(3,894)

Net change in cash and cash equivalents

316,795

41,746

Cash and cash equivalents, beginning of period

106,181

133,961

Cash and cash equivalents, end of period

~~133~~422,~~020~~976

~~440~~175,~~706~~707

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during the period for income taxes, net of refunds

3053,~~476~~755

865,~~563~~464

Cash paid during the period for interest

3598,~~768~~106

2054,~~894~~139

Non-cash financing and investing activities:

Accrued capital expenditures

(24,~~802~~161)

~~185~~2,419

Landlord sponsored tenant incentives

~~154~~4,663

25,~~515~~864

See Notes to Unaudited Condensed Consolidated Financial Statements

CACI INTERNATIONAL INC

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(~~in thousands~~UNAUDITED)

	Common Stock			AdditionalPaid-inCapital		RetainedEarnings		AccumulatedOtherComprehensiveLoss		Treasury Stock			TotalShareholders’Equity
	Shares	Amount								Shares	Amount
(in thousands)	Shares	Amount								Shares	Amount
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
Tax withholdings on restricted share vestings	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
Balance at June 30, 2024	43,042	$	4,304	$	631,191	$	4,360,540	$	(12,522)	20,740	$	(1,465,306)	$	3,518,207
Net income	—	—		—		123,855		—		—	—		123,855
Net income	—	—		—		120,177		—		—	—		120,177
Stock-based compensation expense	—	—		19,113		—		—		—	—		19,113
Stock-based compensation expense	—	—		15,391		—		—		—	—		15,391
Tax withholdings on restricted share vestings	90	9		(29,610)		—		—		—	—		(29,601)
Tax withholdings on restricted share vestings	3	1		(567)		—		—		—	—		(566)
Other comprehensive loss, net of tax	—	—		—		—		(661)		—	—		(661)
Other comprehensive loss, net of tax	—	—		—		—		(1,506)		—	—		(1,506)
Repurchases of common stock	—	—		(437)		—		—		8	(3,604)		(4,041)
Repurchases of common stock	—	—		(144)		—		—		8	(3,098)		(3,242)
Treasury stock issued under stock purchase plans	—	—		—		—		—		(8)	3,604		3,604
Treasury stock issued under stock purchase plans	—	—		46		—		—		(8)	3,099		3,145
Balance at December 31, 2025	43,259	$	4,325	$	655,775	$	5,109,035	$	(15,178)	21,175	$	(1,616,189)	$	4,137,768
Balance at September 30, 2024	43,045	$	4,305	$	645,917	$	4,480,717	$	(14,028)	20,740	$	(1,465,305)	$	3,651,606
Net income	—	—		—		109,938		—		—	—		109,938
Stock-based compensation expense	—	—		15,952		—		—		—	—		15,952
Tax withholdings on restricted share vestings	114	11		(35,761)		—		—		—	—		(35,750)
Other comprehensive loss, net of tax	—	—		—		—		(13,144)		—	—		(13,144)
Repurchases of common stock	—	—		(227)		—		—		7	(3,317)		(3,544)
Treasury stock issued under stock purchase plans	—	—		(3)		—		—		(8)	3,318		3,315
Balance at December 31, 2024	43,159	$	4,316	$	625,878	$	4,590,655	$	(27,172)	20,739	$	(1,465,304)	$	3,728,373
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	—	—		—		248,665		—		—	—		248,665
Stock-based compensation expense	—	—		33,805		—		—		—	—		33,805
Tax withholdings on restricted share vestings	91	9		(29,678)		—		—		—	—		(29,669)
Other comprehensive loss, net of tax	—	—		—		—		(8,300)		—	—		(8,300)
Repurchases of common stock	—	—		(726)		—		—		16	(7,400)		(8,126)
Treasury stock issued under stock purchase plans	—	—		47		—		—		(16)	7,401		7,448
Balance at December 31, 2025	43,259	$	4,325	$	655,775	$	5,109,035	$	(15,178)	21,175	$	(1,616,189)	$	4,137,768
Balance at June 30, 2024	43,042	$	4,304	$	631,191	$	4,360,540	$	(12,522)	20,740	$	(1,465,306)	$	3,518,207
Net income	—	—		—		230,115		—		—	—		230,115
Stock-based compensation expense	—	—		31,343		—		—		—	—		31,343
Tax withholdings on restricted share vestings	117	12		(36,328)		—		—		—	—		(36,316)
Other comprehensive loss, net of tax	—	—		—		—		(14,650)		—	—		(14,650)
Repurchases of common stock	—	—		(371)		—		—		15	(6,415)		(6,786)
Treasury stock issued under stock purchase plans	—	—		43		—		—		(16)	6,417		6,460
Balance at December 31, 2024	43,159	$	4,316	$	625,878	$	4,590,655	$	(27,172)	20,739	$	(1,465,304)	$	3,728,373

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 Expertise and Technology to customers in support of national security in the intelligence, defense, and federal civilian sectors, both domestically and internationally. The Company’s customers include agencies and departments of the United States (U.S.) government, various state and local government agencies, foreign governments, and commercial enterprises.

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and include the assets, liabilities, results of operations, comprehensive income and cash flows ~~for~~of the Company, including its subsidiaries and joint ventures that are majority-owned or otherwise controlled by the Company. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading. All intercompany balances and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year presentation.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments and reclassifications (~~all~~consisting of ~~which are of~~ a normal, recurring nature) ~~that are~~ necessary for the fair presentation of the periods presented. It is suggested that these unaudited condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s latest annual report to the SEC on Form 10-K for the year ended June 30, 2025. The results of operations for the three and six months ended ~~September~~December 3031, 2025 are not necessarily indicative of the results to be expected for any subsequent interim period or for the full fiscal year.

Note 2 – Recent Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40. The ASU will be effective beginning with our fiscal 2029 annual financial statements, including interim reporting periods within that year, and may be adopted prospectively or retrospectively. We are currently evaluating the impacts of the new standard.

Note 3 – Acquisitions

~~Identity~~ARKA ~~E2E~~Group L.P.

On ~~April 3~~December 19, 2025, ~~CACI~~the ~~Limited~~Company ~~acquired~~entered into an agreement to acquire all of the equity interests of ~~Identity~~ARKA ~~E2E~~Group ~~Limited~~L.P. (ARKA) for purchase consideration of approximately $582,600.90 million, ~~net~~in of cash ~~acquired~~, subject to adjustments for working capital and certain other items. This acquisition will enhance CACI’s ability to deliver advanced technology for its national security customers in the space domain. The Company expects the transaction to close in fiscal year 2026. The Company intends to fund the acquisition with cash on hand, borrowings under its revolving credit facility, and debt financing.

The Company entered into a commitment letter (the Commitment Letter), dated December 19, 2025, with Wells Fargo Bank, National Association (Wells Fargo), pursuant to which Wells Fargo committed to provide a senior secured bridge loan facility in an aggregate principal amount of up to $1,300.0 million. As of December 31, 2025, no amounts were funded pursuant to the Commitment Letter.

Azure Summit Technology

On October 30, 2024, CACI acquired all of the equity interests of Azure Summit Technology, LLC (Azure Summit) for purchase consideration of approximately $1,308.7 million, net of cash acquired. ~~For~~As ~~the~~of ~~three months ended September~~December 3031, 2025, the Company recorded measurement period adjustments that resulted in a net increase to goodwill of $1.5 million, including the finalization of purchase consideration. The ~~adjusted~~final ~~preliminary~~ allocation of the ~~total~~ purchase consideration is as follows (in thousands):


Accounts receivable, net	$	70,544
Prepaid expenses and other current assets	26,541
Goodwill	582,907
Intangible assets, net	635,000
Property, plant, and equipment, net	16,349
Operating lease right-of-use assets	9,607
Other assets	211
Accounts payable	(16,207)
Accrued compensation and benefits	(3,860)
Other accrued expenses and current liabilities	(4,292)
Operating lease liabilities	(8,062)
Total consideration	$	1,308,738

8Applied Insight

On October 1, 2024, CACI acquired all of the equity interests of AI Corporate Holdings, Inc. and Applied Insight Holdings, LLC for purchase consideration of approximately $314.3 million, net of cash acquired.

Note 4 – Goodwill and Intangible Assets

Goodwill

The changes in the carrying amount of goodwill for the ~~three~~six months ended ~~September~~December 3031, 2025 are as follows (in thousands):

	Domestic		International		Total
Balance at June 30, 2025	$	4,773,411	$	248,394	$	5,021,805
Goodwill acquired (1)	1,550		—(1,056)		~~1,550~~494
Foreign currency translation	~~136~~326		(4,~~804~~918)		(4,~~668~~592)
Balance at September 30, 2025	$	4,775,097	$	243,590	$	5,018,687
Balance at December 31, 2025	$	4,775,287	$	242,420	$	5,017,707

__________________________________________________

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

There were no impairments of goodwill during the period.

Intangible Assets

Intangible assets, net consisted of the following (in thousands):

	September 30, 2025						June 30, 2025
	December 31, 2025						June 30, 2025
	Gross carrying value		Accumulated amortization		Net carryingvalue		Gross carryingvalue		Accumulated amortization		Net carryingvalue
Customer contracts and related customer relationships	$	1,~~061~~063,~~600~~727	$	(~~455~~478,~~299~~877)	$	~~606~~584,~~301~~850	$	1,062,718	$	(432,520)	$	630,198
Acquired technologies	646,~~179~~180		(~~197~~210,~~555~~008)		~~448~~436,~~624~~172		646,823		(185,745)		461,078
Total intangible assets	$	1,~~707~~709,~~779~~907	$	(~~652~~688,~~854~~885)	$	1,~~054~~021,~~925~~022	$	1,709,541	$	(618,265)	$	1,091,276

Amortization expense related to intangible assets was $36.0 million and 18$72.0 million for the three and six months ended ~~September~~December 3031, 2025, respectively, and $32.4 million and $50.4 million for the three and six months ended December 31, 2024, respectively.

Note 5 – Revenues and Contract Balances

Disaggregation of Revenues

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

Disaggregated revenues by contract type were as follows (in thousands):

Three Months Ended September 30, 2025

Three Months Ended September 30, 2024

Three Months Ended December 31, 2025

Six Months Ended December 31, 2025

Domestic

International

Total

Domestic

International

Total

Cost-plus-fee

1,~~382~~310,~~630~~111

—

1,~~382~~310,~~630~~111

12,~~280~~692,~~010~~741

—

12,~~280~~692,~~010~~741

Fixed-price

~~564~~554,~~825~~988

4643,~~668~~029

~~611~~598,~~493~~017

~~439~~1,~~240~~119,813

3689,~~016~~697

~~475~~1,~~256~~209,510

Time-and-materials

~~262~~279,~~589~~884

3032,~~911~~085

~~293~~311,~~500~~969

~~277~~542,~~071~~473

2462,~~552~~996

~~301~~605,~~623~~469

Total

2,~~210~~144,~~044~~983

7775,~~579~~114

2,~~287~~220,~~623~~097

14,~~996~~355,~~321~~027

60152,~~568~~693

24,~~056~~507,~~889~~720


	Three Months Ended December 31, 2024						Six Months Ended December 31, 2024
	Domestic		International		Total		Domestic		International		Total
Cost-plus-fee	$	1,240,213	$	—	$	1,240,213	$	2,520,223	$	—	$	2,520,223
Fixed-price	564,784		38,075		602,859		1,004,024		74,091		1,078,115
Time-and-materials	234,159		22,578		256,737		511,230		47,130		558,360
Total	$	2,039,156	$	60,653	$	2,099,809	$	4,035,477	$	121,221	$	4,156,698

Disaggregated revenues by customer type were as follows (in thousands):

Three Months Ended September 30, 2025

Three Months Ended September 30, 2024

Three Months Ended December 31, 2025

Six Months Ended December 31, 2025

Domestic

International

Total

Domestic

International

Total

Department of Defense

1,~~179~~152,~~626~~152

—

1,~~179~~152,~~626~~152

12,~~087~~331,~~288~~778

—

12,~~087~~331,~~288~~778

Intelligence Community

~~596~~539,~~429~~040

—

~~596~~539,~~429~~040

~~534~~1,~~343~~135,469

—

~~534~~1,~~343~~135,469

Federal civilian agencies

~~411~~438,~~730~~632

—

~~411~~438,~~730~~632

~~352~~850,~~219~~362

—

~~352~~850,~~219~~362

Commercial and other

2215,~~259~~159

7775,~~579~~114

9990,~~838~~273

2237,~~471~~418

60152,~~568~~693

83190,~~039~~111

Total

2,~~210~~144,~~044~~983

7775,~~579~~114

2,~~287~~220,~~623~~097

14,~~996~~355,~~321~~027

60152,~~568~~693

24,~~056~~507,~~889~~720


	Three Months Ended December 31, 2024						Six Months Ended December 31, 2024
	Domestic		International		Total		Domestic		International		Total
Department of Defense	$	1,118,987	$	—	$	1,118,987	$	2,206,275	$	—	$	2,206,275
Intelligence Community	527,744		—		527,744		1,062,087		—		1,062,087
Federal civilian agencies	365,742		—		365,742		717,961		—		717,961
Commercial and other	26,683		60,653		87,336		49,154		121,221		170,375
Total	$	2,039,156	$	60,653	$	2,099,809	$	4,035,477	$	121,221	$	4,156,698

Disaggregated revenues by prime or subcontractor were as follows (in thousands):

Three Months Ended September 30, 2025

Three Months Ended September 30, 2024

Three Months Ended December 31, 2025

Six Months Ended December 31, 2025

Domestic

International

Total

Domestic

International

Total

Prime contractor

21,~~006~~942,~~508~~529

7067,~~391~~040

2,~~076~~009,~~899~~569

13,~~826~~949,~~763~~037

53137,~~656~~431

14,~~880~~086,~~419~~468

Subcontractor

~~203~~202,~~536~~454

78,~~188~~074

210,~~724~~528

~~169~~405,~~558~~990

615,~~912~~262

~~176~~421,~~470~~252

Total

2,~~210~~144,~~044~~983

7775,~~579~~114

2,~~287~~220,~~623~~097

14,~~996~~355,~~321~~027

60152,~~568~~693

24,~~056~~507,~~889~~720


	Three Months Ended December 31, 2024						Six Months Ended December 31, 2024
	Domestic		International		Total		Domestic		International		Total
Prime contractor	$	1,808,106	$	53,992	$	1,862,098	$	3,634,869	$	107,648	$	3,742,517
Subcontractor	231,050		6,661		237,711		400,608		13,573		414,181
Total	$	2,039,156	$	60,653	$	2,099,809	$	4,035,477	$	121,221	$	4,156,698

Disaggregated revenues by Expertise or Technology were as follows (in thousands):

Three Months Ended September 30, 2025

Three Months Ended September 30, 2024

Three Months Ended December 31, 2025

Six Months Ended December 31, 2025

Domestic

International

Total

Domestic

International

Total

Expertise

~~936~~876,~~344~~301

5047,~~547~~900

~~986~~924,~~891~~201

~~956~~1,~~496~~812,645

3198,~~769~~447

~~988~~1,~~265~~911,092

Technology

1,~~273~~268,~~700~~682

27,~~032~~214

1,~~300~~295,~~732~~896

12,~~039~~542,~~825~~382

2854,~~799~~246

12,~~068~~596,~~624~~628

Total

2,~~210~~144,~~044~~983

7775,~~579~~114

2,~~287~~220,~~623~~097

14,~~996~~355,~~321~~027

60152,~~568~~693

24,~~056~~507,~~889~~720


	Three Months Ended December 31, 2024						Six Months Ended December 31, 2024
	Domestic		International		Total		Domestic		International		Total
Expertise	$	895,890	$	30,010	$	925,900	$	1,852,386	$	61,779	$	1,914,165
Technology	1,143,266		30,643		1,173,909		2,183,091		59,442		2,242,533
Total	$	2,039,156	$	60,653	$	2,099,809	$	4,035,477	$	121,221	$	4,156,698

Changes in Estimates

~~Aggregate~~The aggregate net changes in estimates for the three and six months ended ~~September~~December 3031, 2025 ~~reflected~~resulted ain ~~decrease~~an increase to income before income taxes of $511.07 million (a$0.39 ~~decrease~~per ofdiluted share) and $6.7 million ($0.1722 per diluted share), ~~compared~~respectively. toFor the three and six months ended December 31, 2024, the aggregate net changes in estimates resulted in an increase of $34.70 million (~~an increase of~~ $0.1213 per diluted share) ~~for~~and ~~the~~$7.7 ~~three~~million ~~months~~($0.26 ~~ended~~per ~~September 30~~diluted share), ~~2024~~respectively. The Company uses its statutory tax rate when calculating the impact to diluted earnings per share.

Revenues recognized from previously satisfied performance obligations were not material for the three and six months ended ~~September~~December 3031, 2025 and 2024, respectively. The change in revenues recognized from previously satisfied performance obligations generally relates to final true-up adjustments for estimated award or incentive fees in the period in which the customer’s 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~~December 3031, 2025, the Company had $1311.13 billion of remaining performance obligations and expects to recognize approximately 44% and 6362% as revenue over the next 12 and 24 months, respectively, with the remainder to be recognized thereafter.

Contract Balances

Contract balances consisted of the following (in thousands):

Description of Contract Related Balance

Financial Statement Classification

~~September~~December 3031, 2025

June 30, 2025

Billed and billable receivables

Accounts receivable, net

1,~~130~~097,~~070~~541

1,098,237

Contract assets – current unbilled receivables

Accounts receivable, net

~~288~~268,~~941~~780

307,204

Contract assets – current costs to obtain

Prepaid expenses and other current assets

7,~~386~~480

7,059

Contract assets – noncurrent unbilled receivables

Other assets

1517,~~699~~204

14,694

Contract assets – noncurrent costs to obtain

Other assets

1413,~~404~~974

13,897

Contract liabilities – current deferred revenue and other contract liabilities

Other accrued expenses and current liabilities

(~~197~~183,~~141~~487)

(190,400)

Contract liabilities – noncurrent deferred revenue and other contract liabilities

Other liabilities

(3,~~542~~471)

(6,014)

~~During~~Revenue ~~the~~recognized ~~three~~from ~~months~~amounts ~~ended~~included ~~September 30,~~in ~~2025,~~ the ~~Company~~contract ~~recognized~~liability ~~$91.7~~balance ~~million~~at the beginning of ~~revenues,~~the ~~compared~~period ~~with~~was $6439.18 million ofand ~~revenues~~$131.5 million for the three and six months ended ~~September~~December 3031, ~~2024~~2025, ~~that~~respectively. Such revenue was ~~included~~$29.4 inmillion aand ~~previously~~$93.5 ~~recorded~~million ~~contract~~for ~~liability~~the asthree ofand ~~the~~six ~~beginning~~months ofended ~~the~~December 31, ~~period~~2024, respectively.

Note 6 – Inventories

Inventories, net consisted of the following (in thousands):

	September 30, 2025		June 30, 2025
	December 31, 2025		June 30, 2025
Raw materials	$	97113,~~600~~261	$	87,348
Work in process	19,~~216~~136		21,285
Finished goods	2320,~~403~~189		20,496
Total	$	~~140~~152,~~219~~586	$	129,129

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

Note 7 – Sales of Receivables

On December 2019, ~~2024~~2025, the Company amended its Master Accounts Receivable Purchase Agreement (MARPA) with MUFG Bank, Ltd. (Purchaser) for the sale of certain designated eligible U.S. government receivables. The amendment extended the term of the MARPA to December 1918, ~~2025~~2026. Under the MARPA, the Company can sell eligible receivables, including certain billed and unbilled receivables up to a maximum amount of $~~300~~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 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~~December 3031, 2025. Proceeds from the sold receivables are reflected within operating activities on the condensed consolidated statements of cash flows.

MARPA activity consisted of the following (in thousands):

As of and for the Three Months Ended September 30,

As of and for the Six Months Ended December 31,

2025

2024

Beginning balance:

288,909

250,000

Sales of receivables

1,~~034~~988,~~447~~093

~~959~~1,~~019~~897,400

Cash collections

(1,~~023~~977,~~356~~002)

(~~985~~1,~~229~~873,559)

Outstanding balance sold to Purchaser (1)

300,000

~~223~~273,~~790~~841

Cash collected, not remitted to Purchaser (2)

(~~135~~114,~~184~~812)

(96118,~~953~~016)

Remaining sold receivables

~~164~~185,~~816~~188

~~126~~155,~~837~~825

__________________________________________________

(1)For the ~~three~~six months ended ~~September~~December 3031, 2025 and 2024, the Company recorded a net cash ~~inflow~~inflows of $11.1 million and ~~a net cash outflow of~~ $2623.28 million from operating activities, respectively, from sold receivables.

(2)~~Includes the cash collected on behalf of but not yet remitted to Purchaser as of September 30, 2025 and 2024.~~ This balance is included in other accrued expenses and current liabilities as of the balance sheet date.

Note 8 – Long-term Debt

Long-term debt consisted of the following at the periods presented below (dollars in thousands):

	As of September 30, 2025					June 30, 2025
	As of December 31, 2025					June 30, 2025
	Maturity Date	Stated Interest Rate	Effective Interest Rate	Outstanding Balance		Outstanding Balance
Revolving Facility	~~December~~November ~~2026~~2030			—$	—	~~124,500~~$	124,500
Term Loan	~~December~~November ~~2026~~2030	5.3720%	5.4627%	$1,250,000	~~1,056,563~~	$1,071,875	~~1,071,875~~
Term Loan B Facility	October 2031	5.9147%	65.1570%	~~744~~742,~~375~~500		746,250
2033 Notes	June 2033	6.38%	6.58%	1,000,000		1,000,000
Principal amount of long-term debt				2,~~800~~992,~~938~~500		2,942,625
Less unamortized debt issuance costs				(2331,~~487~~111)		(24,685)
Total long-term debt				2,~~777~~961,~~451~~389		2,917,940
Less current portion				(6838,750)		(68,750)
Long-term debt, net of current portion				$	2,~~708~~922,~~701~~639	$	2,849,190

The Company has a $3,200.0 million senior secured credit facility (the Credit Facility), which consists of a $1,975.0 million revolving credit facility (the Revolving Facility) and a $1,225.0 million term loan facility (the Term Loan). The Revolving Facility permits renewable borrowings of up to $1,975.0 million and has sub-facilities of $100.0 million for same-day swing line loan borrowings and $25.0 million for stand-by letters of credit. The interest rates applicable to loans under the Credit Facility are floating interest rates that, at the Company’s option, equal a base rate or a Secured Overnight Financing Rate (SOFR) rate plus, in each case, an applicable margin based upon the Company’s consolidated total net leverage ratio.12

On November 25, 2025, the Company amended its senior secured credit facility (the Credit Facility) primarily to extend the maturity date. As amended, the Company's $3,250.0 million credit facility consists of a $2,000.0 million revolving credit facility (the Revolving Facility) and a $1,250.0 million term loan (the Term Loan). The Revolving Facility permits renewable borrowings and 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 interest rates applicable to loans under the Credit Facility are floating interest rates that, at the Company’s option, equal a base rate or a Secured Overnight Financing Rate (SOFR) rate plus, in each case, an applicable margin based upon the Company’s consolidated total net leverage ratio.

As of December 31, 2025, the Company had no outstanding borrowings under the Revolving Facility, swing line, and stand-by letters of credit. The Company pays a quarterly facility fee for the unused portion of the Revolving Facility.

The Term Loan is a five-year facility under which principal payments are due in quarterly installments of $7.8 million through December 31, 2027 and $15.6 million thereafter until the balance is due in full at maturity.

The Credit Facility requires the Company to comply with certain financial covenants, including a maximum total net leverage ratio and a minimum interest coverage ratio. The Credit Facility also includes customary negative covenants restricting or limiting the Company’s ability to guarantee or incur additional indebtedness, grant liens or other security interests to third parties, make loans or investments, transfer assets, declare dividends or redeem or repurchase capital stock or make other distributions, prepay subordinated indebtedness and engage in mergers, acquisitions or other business combinations, in each case, except as expressly permitted under the Credit Facility.

The secured term loan (the Term Loan B Facility) was issued with an aggregate principal amount of $750.0 million, under which principal payments are due in quarterly installments of $1.9 million until the balance is due in full at maturity. The interest rates applicable to the Term Loan B Facility are floating interest rates that, at the Company’s option, equal a base rate or a term SOFR rate plus an applicable margin.

11A majority of our assets serve as collateral under the Credit Facility and Term Loan B Facility.

The senior unsecured notes (the 2033 Notes) are 6.375% fixed-rate senior unsecured notes with an aggregate principal amount of $1,000.0 million. Interest is payable semi-annually, and principal is due in full at maturity.

As of ~~September~~December 3031, 2025, the Company was in compliance with all of its financial covenants.

The aggregate maturities of long-term debt as of December 31, 2025 are as follows (dollars in thousands):


Fiscal Year Ending June 30,
2026	$	19,375
2027	38,750
2028	54,375
2029	70,000
2030	70,000
Thereafter	2,740,000
Principal amount of long-term debt	$	2,992,500

Cash Flow Hedges

The Company periodically uses derivative financial instruments as part of a strategy to manage exposure to market risks associated with interest rate fluctuations. The Company has entered into several floating-to-fixed interest rate swap agreements for a total notional amount of $900.0 million, which hedge a portion of the Company’s floating rate indebtedness. Under these agreements, the Company pays a fixed rate and receives SOFR. The counterparties to all swap agreements are financial institutions.

The Company has designated the swaps as cash flow hedges, which are recorded on the consolidated balance sheets at fair value. Unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. Unrealized gains and losses on derivatives designated as cash flow hedges are reported in other comprehensive income (loss) and reclassified to earnings to interest expense in a manner that matches the timing of the earnings impact of the hedged transactions.

~~The effect of cash flow hedges on the condensed consolidated statements of operations and comprehensive income for the three months ended September 30, 2025 and 2024 is as follows (in thousands):~~13

	Three Months Ended September 30,
	2025		2024
Gain (loss) recognized in other comprehensive income before reclassifications	$	1,333	$	(11,621)
Amounts reclassified to earnings from accumulated other comprehensive loss	(3,021)		(6,055)
Other comprehensive loss, net of tax	$	(1,688)	$	(17,676)

The effect of cash flow hedges on the condensed consolidated statements of operations and comprehensive income for the three and six months ended December 31, 2025 and 2024 is as follows (in thousands):


	Three Months Ended December 31,				Six Months Ended December 31,
	2025		2024		2025		2024
Gain recognized in other comprehensive income before reclassifications	$	894	$	12,963	$	2,227	$	1,342
Amounts reclassified to earnings from accumulated other comprehensive loss	(2,281)		(4,501)		(5,302)		(10,556)
Other comprehensive (loss) income, net of tax	$	(1,387)	$	8,462	$	(3,075)	$	(9,214)

Note 9 – Legal Proceedings and Other Commitments and Contingencies

Legal Proceedings

The Company is involved in various claims, lawsuits, and administrative proceedings arising in the normal course of business, none of which, based on current information, are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.

On November 12, 2024, a jury reached a $42 million judgment against the Company in an ongoing civil suit alleging that the Company’s employees had conspired with the U.S. military, which ~~lead~~led to acts of ~~wrongdoings~~wrongdoing committed by the U.S. military against the plaintiffs. On November 25, 2024, the Company filed a motion for dismissal as a matter of law, enumerating numerous grounds. On January 10, 2025, the motion was denied, and the Company filed a notice of appeal to the U.S. Court of Appeals. 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. The Company is vigorously defending the proceedings and continues to believe that the plaintiffs’ position is completely without merit. 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 year 2023. 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 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,
	Three Months Ended December 31,				Six Months Ended December 31,
	2025		2024		2025		2024
Net income	$	~~124~~123,~~810~~855	$	~~120~~109,~~177~~938	$	248,665	$	230,115
Weighted average number of basic shares outstanding	2122,~~994~~082		22,~~304~~414		22,038		22,359
Dilutive effect of equity awards	~~172~~63		~~235~~120		118		178
Weighted average number of diluted shares outstanding	22,~~166~~145		22,~~539~~534		22,156		22,537
Basic earnings per share	$	5.6761	$	54.3990	$	11.28	$	10.29
Diluted earnings per share	$	5.6359	$	54.3388	$	11.22	$	10.21

Note 11 – Income Taxes

The Company’s effective income tax rate was 2423.93% and 2224.91% for the three and six months ended ~~September~~December 3031, 2025, respectively, and 19.9% and 21.5% for the three and six months ended December 31, 2024, respectively. The effective tax rates for the three and six months ended ~~September~~December 3031, 2025, and 2024 differ from the statutory rate of 21.0% primarily due to state income taxes ~~and~~offset by research and development tax credits and stock-based compensation.

The Company is subject to income taxes in the U.S. and various ~~state and~~ 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 and 2020 in one state jurisdiction ~~for~~and fiscal 2022 and 2023 in another state. The Company does not expect the resolution of ~~the~~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 Expertise and Technology primarily to U.S. federal ~~government~~ agencies. International Operations provide Expertise and Technology primarily to international government and commercial customers.

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

Three Months Ended September 30,

Three Months Ended December 31,

2025

2024

Domestic

International

Total

Domestic

International

Total

Revenues

2,~~210~~144,~~043~~983

7775,~~580~~114

2,~~287~~220,~~623~~097

12,~~996~~039,~~321~~156

60,~~568~~653

2,~~056~~099,~~889~~809

Direct costs

1,~~513~~463,~~688~~086

3331,~~506~~925

1,~~547~~495,~~194~~011

1,~~389~~377,~~114~~389

2524,~~310~~836

1,~~414~~402,~~424~~225

Indirect costs and selling expenses

~~444~~436,~~026~~225

2928,~~830~~360

~~473~~464,~~856~~585

~~413~~442,~~839~~156

1424,~~107~~505

~~427~~466,~~946~~661

Depreciation and amortization

52,~~895~~736

1,~~403~~296

54,~~298~~032

3348,~~670~~634

~~1,008~~991

3449,~~678~~625

Income from operations

~~199~~192,~~434~~937

1213,~~841~~532

~~212~~206,~~275~~469

~~159~~170,~~698~~977

2010,~~143~~321

~~179~~181,~~841~~298

Capital expenditures

1514,~~189~~535

1,~~825~~509

1716,~~014~~044

109,~~802~~528

~~674~~396

119,~~476~~924


	Six Months Ended December 31,
	2025						2024
	Domestic		International		Total		Domestic		International		Total
Revenues	$	4,355,027	$	152,693	$	4,507,720	$	4,035,477	$	121,221	$	4,156,698
Direct costs	2,976,774		65,431		3,042,205		2,766,503		50,146		2,816,649
Indirect costs and selling expenses	880,251		58,190		938,441		855,995		38,612		894,607
Depreciation and amortization	105,631		2,699		108,330		82,304		1,999		84,303
Income from operations	392,371		26,373		418,744		330,675		30,464		361,139
Capital expenditures	29,724		3,334		33,058		20,330		1,070		21,400

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

Note 13 – 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 financial instruments measured at fair value on a recurring basis consist of the following (in thousands):

Description of Financial Instrument	Financial Statement Classification	Fair ValueHierarchy	~~September~~December 3031, 2025		June 30, 2025
Contingent consideration	Other accrued expenses and current liabilities	Level 3	$	(3,847)	$	(3,678)
Interest rate swap agreements	Prepaid expenses and other current assets	Level 2	$	674	$	220
Contingent consideration	Other liabilities	Level 3	$	(8,618)	$	(10,017)
Interest rate swap agreements	Other assets	Level 2	5,651		9,839
Interest rate swap agreements	Other ~~assets~~accrued expenses and current liabilities	Level 2	$(71)	~~6,895~~	$—	~~9,839~~
Interest rate swap agreements	Other liabilities	Level 2	$(1,812)	~~(1,704)~~	$(1,503)	~~(1,503)~~
Interest rate swap agreements	Prepaid expenses and other current assets	Level 2	$	1,106	$	220
Contingent consideration	Other accrued expenses and current liabilities	Level 3	(3,539)		(3,678)
Contingent consideration	Other liabilities	Level 3	(8,688)		(10,017)

The outstanding principal amount of the Company’s debt approximates its fair value at ~~September~~December 3031, 2025. 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 the Company’s that have recently priced credit facilities.

The Company uses interest rate swap agreements to manage its interest rate risk. 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.

13The 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. The changes in the fair value of contingent consideration were zero and $8.7 million for the six months ended December 31, 2025 and 2024, respectively. Changes in the fair value of contingent consideration are reflected within indirect costs and selling expenses.

The Company recognized contingent consideration liabilities in connection with certain acquisitions, representing potential earnout payments and other contingent payments. The fair values of these liabilities were determined using a valuation model, which included 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. Changes in the fair value of contingent consideration are reflected within indirect costs and selling expenses. The changes in the fair value of contingent consideration were zero and $8.7 million for the three months ended September 30, 2025 and 2024, respectively.16

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 to be 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 United States (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 “Item 1A. Risk Factors” within our 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 distinctive Expertise and differentiated Technology to customers in support of national security.

•Expertise – CACI delivers talent with the specific technical and functional knowledge to support agency operations. Examples include individuals with talents such as software development, data and business analysis, operations support, naval architecture, engineering, life cycle support, intelligence and special operations support, and network exploitation analysis.

•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 and applications augmented by Artificial Intelligence (AI), Enterprise Resource Planning ~~(ERP)~~ systems, ~~Electromagnetic~~electromagnetic ~~Spectrum~~spectrum ~~(EMS)~~ capabilities, 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.

1517

Budgetary Environment

We carefully follow federal budget, legislative and contracting trends and activities and evolve our strategies to take these into consideration. While future levels of defense and non-defense spending may vary and are difficult to project, we believe that there continues to be bipartisan support for defense and national security-related spending, particularly given the heightened current global threat environment.

While we view the budget environment as constructive and believe there is bipartisan support for continued investment in the areas of defense and national security, it is uncertain when (and if) in any particular government fiscal year (GFY) that appropriations bills will be passed. During those periods of time when appropriations bills have not been passed and signed into law, government agencies operate under a continuing resolution (CR), a temporary measure that typically allows the government to continue operations at prior year funding levels. On March 15, 2025, President Trump signed a CR that extended government funding through September 30, 2025, the remainder of GFY25 (a full-year CR). This is the first time that the Department of Defense (DoD) has been funded by a full-year CR, and this latest CR has some anomalies included that make it different than a typical CR, including (i) new appropriation levels were established rather than using the GFY24 levels (e.g., defense spending raised to $893 billion, which is just under the $895 billion President Biden requested for GFY25), (ii) DoD is allowed to start certain new programs, and (iii) DoD was given expanded transfer authority to reallocate funding between different accounts.

Depending on their scope, duration, and other factors, CRs can negatively impact our business due to delays in new program starts, delays in contract award decisions, and other factors. When a CR expires, unless appropriations bills have been passed by Congress and signed by the President, or a new CR is passed and signed into law, the government must cease operations, or shutdown, except in certain emergency situations or when the law authorizes continued activity. We continuously review our operations in an attempt to identify programs potentially at risk from CRs or shutdowns so that we can consider appropriate contingency plans.

On March 15, 2025, President Trump signed a CR that extended government funding through September 30, 2025, the remainder of GFY25 (a full-year CR). This is the first time that the Department of Defense (DoD) has been funded by a full-year CR, and this latest CR has some anomalies included that make it different than a typical CR, including (i) new appropriation levels were established rather than using the GFY24 levels (e.g., defense spending raised to $893 billion, which is just under the $895 billion President Biden requested for GFY25), (ii) DoD is allowed to start certain new programs, and (iii) DoD was given expanded transfer authority to reallocate funding between different accounts.

On May 2, 2025, President Trump submitted the GFY26 Presidential Budget Request (PBR) to Congress, which held defense spending at the GFY25 enacted level (a full-year CR) of $893 billion. On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (OBBBA), which provides additional funding above and beyond the PBR. The OBBBA is a reconciliation bill, which is separate from the usual government funding legislation passed by Congress. The OBBBA provides immediate funding for specified parts of the government, including approximately $156 billion in defense funding (including $25 billion for the Golden Dome initiative). In addition, the OBBBA provides approximately $170 billion for border security and immigration. Since this is direct funding authorized by reconciliation outside the normal budget process, these funds will be available in GFY26 and beyond whether normal appropriations or a CR is passed, or even in the event of a shutdown.

On October 1, 2025, the U.S. government entered a shutdown. ~~The~~On ~~duration~~November of12, ~~the~~2025, ~~shutdown~~President ~~and~~Trump ~~the~~signed ~~enactment~~a ofCR ~~future~~ending ~~funding remain uncertain. Federal agencies, including~~ the ~~DoD,~~government ~~have~~shutdown ~~issued~~and ~~guidelines~~restoring tooperations ~~continue~~across ~~essential~~all ~~operations~~federal agencies. The ~~Company~~CR isextended ~~adhering~~funding tofor ~~federal~~most ~~guidelines~~of bythe ~~continuing~~federal ~~work~~government onat ~~existing~~GFY25 ~~contracts~~levels ~~funded~~until bymidnight ~~prior~~on ~~fiscal~~January ~~years'~~30, ~~appropriations and mission essential programs~~2026.

Market Environment

We provide Expertise and Technology 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. Approximately 7877% of our revenue comes from defense-related customers, including those in the Intelligence Community (IC), with additional revenue coming from non-defense IC, homeland security, and other federal civilian agencies.

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 the electromagnetic spectrum as key domains for national security;

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

•Increased investments in advanced technologies (e.g., AI), particularly software-based technologies;

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

•Increasing focus on application of technologies to defend the homeland;

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

•Increased demand for innovation and speed of delivery.

1618

We believe that our customers’ use of lowest price/technically acceptable ~~(LPTA)~~ 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~~, including efficiency initiatives like the Department of Government Efficiency, limiting, delaying, or reducing federal government spending in general~~.

Results of Operations for the Three and Six Months Ended ~~September~~December 3031, 2025 and 2024

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

	Three Months Ended September 30,
	Three Months Ended December 31,								Six Months Ended December 31,
	2025		2024		Change				2025		2024		Change
Revenues	$	2,~~287~~220,~~623~~097	$	2,~~056~~099,~~889~~809	$	~~230~~120,~~734~~288	115.27	%	$	4,507,720	$	4,156,698	$	351,022	8.4	%
Costs of revenues:
Direct costs	1,~~547~~495,~~194~~011		1,~~414~~402,~~424~~225		~~132~~92,~~770~~786		96.46		3,042,205		2,816,649		225,556		8.0
Indirect costs and selling expenses	~~473~~464,~~856~~585		~~427~~466,~~946~~661		45(2,~~910~~076)		10(0.74)		938,441		894,607		43,834		4.9
Depreciation and amortization	54,~~298~~032		3449,~~678~~625		194,~~620~~407		568.69		108,330		84,303		24,027		28.5
Total costs of revenues	2,~~075~~013,~~348~~628		1,~~877~~918,~~048~~511		~~198~~95,~~300~~117		105.60		4,088,976		3,795,559		293,417		7.7
Income from operations	~~212~~206,~~275~~469		~~179~~181,~~841~~298		3225,~~434~~171		1813.09		418,744		361,139		57,605		16.0
Interest expense and other, net	4644,~~173~~950		2344,~~970~~066		~~22,203~~884		922.60		91,123		68,036		23,087		33.9
Income before income taxes	~~166~~161,~~102~~519		~~155~~137,~~871~~232		1024,~~231~~287		617.67		327,621		293,103		34,518		11.8
Income taxes	4137,~~292~~664		3527,~~694~~294		510,~~598~~370		1538.70		78,956		62,988		15,968		25.4
Net income	$	~~124~~123,~~810~~855	$	~~120~~109,~~177~~938	$	413,~~633~~917	312.97	%	$	248,665	$	230,115	$	18,550	8.1	%

Revenues. The increase in revenues for the three and six months ended December 31, 2025, was partially attributable to organic growth of 54.5% and 5.0%, ~~including~~respectively, which included new contract awards and growth on existing programs.

The following table summarizes revenues by customer type with related percentages of revenues for the three and six months ended ~~September~~December 3031, 2025 and 2024, respectively (dollars in thousands):

	Three Months Ended September 30,
	Three Months Ended December 31,								Six Months Ended December 31,
	2025		2024		Change				2025		2024		Change
DoD	$	1,~~179~~152,~~626~~152	$	1,~~087~~118,~~288~~987	$	9233,~~338~~165	83.50	%	$	2,331,778	$	2,206,275	$	125,503	5.7	%
IC	~~596~~539,~~429~~040		~~534~~527,~~343~~744		6211,~~086~~296		112.61		1,135,469		1,062,087		73,382		6.9
Federal civilian agencies	~~411~~438,~~730~~632		~~352~~365,~~219~~742		5972,~~511~~890		1619.9		850,362		717,961		132,401		18.4
Commercial and other	9990,~~838~~273		8387,~~039~~336		162,~~799~~937		203.24		190,111		170,375		19,736		11.6
Total	$	2,~~287~~220,~~623~~097	$	2,~~056~~099,~~889~~809	$	~~230~~120,~~734~~288	115.27	%	$	4,507,720	$	4,156,698	$	351,022	8.4	%

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

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

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

•Commercial and other revenues primarily include Expertise and Technology 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. The increase in direct costs for the three and six months ended ~~September~~December 3031, 2025, compared to the prior year period, was primarily attributable to the increase in revenues. As a percentage of revenue, direct costs were 67.63% and 6867.85% for the three and six months ended ~~September~~December 3031, 2025, respectively, and 66.8% and 67.8% for the three and six months ended December 31, 2024, respectively.

Indirect Costs and Selling Expenses. The increase in indirect costs and selling expenses for the three months ended September 30, 2025, compared to the prior year period, was primarily attributable to an increase in fringe benefit expenses on a higher labor base. As a percentage of revenue, indirect costs and selling expenses were 20.7% and 20.8% for the three months ended September 30, 2025 and 2024, respectively driven by cost efficiencies across the Company.19

17Indirect Costs and Selling Expenses. The decrease in indirect costs and selling expenses for the three months ended December 31, 2025, compared to the prior year period, was primarily attributable to acquisition costs incurred in fiscal 2025 offset by increases in other indirect costs. The increase in indirect costs and selling expenses for the six months ended December 31, 2025, compared to the prior year period, was primarily attributable to an increase in fringe benefit expenses on a higher labor base offset by a decrease in acquisition related expenses. As a percentage of revenue, indirect costs and selling expenses were 20.9% and 20.8% for the three and six months ended December 31, 2025, respectively, and 22.2% and 21.5% for the three and six months ended December 31, 2024, respectively, driven by cost efficiencies across the Company.

Depreciation and Amortization. The increase in depreciation and amortization for the three and six months ended ~~September~~December 3031, 2025, compared to the prior year period, was due to the amortization of intangible assets acquired in fiscal 2025.

Interest Expense and Other, Net. The increase in interest expense and other, net for the three and six months ended ~~September~~December 3031, 2025, compared to the prior year period, was primarily attributable to higher outstanding debt balances during the current year offset by lower interest rates.

Income Tax Expense. The Company’s effective income tax rate was 2423.93% and 2224.91% for the three and six months ended ~~September~~December 3031, 2025, respectively, and 19.9% and 21.5% for the three and six months ended December 31, 2024, respectively. The effective tax rates for the three and six months ended ~~September~~December 3031, 2025 and 2024 differ from the statutory rate of 21.0% primarily due to state income taxes ~~and~~offset by research and development tax credits and stock-based compensation.

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~~December 3031, 2025, the Company had a total backlog of $3332.98 billion, compared to $3231.48 billion a year ago, an increase of 43.61%. Funded backlog as of ~~September~~December 3031, 2025 was $54.4 billion. The total backlog consists of remaining performance obligations (see Note 5) plus unexercised options.

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 (MARPA) and available borrowings under our revolving credit facility (the Revolving Facility), which permits renewable borrowings of up to $12,~~975~~000.0 million. The Revolving Facility also has sub-facilities of $~~100~~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,~~200~~250.0 million senior secured credit facility (the Credit Facility), which consists of the Revolving Facility and a $1,~~225~~250.0 million term loan facility (the Term Loan). As of ~~September~~December 3031, 2025, there were no outstanding borrowings under the Revolving Facility, ~~including the~~ swing line, and stand-by letters of credit. ~~The Company also has the secured term loan (the Term Loan B Facility) and the senior unsecured notes (the 2033 Notes), with principal amounts of $750.0 million and $1,000.0 million, respectively.~~

The Company also has the secured term loan (the Term Loan B Facility) and the senior unsecured notes (the 2033 Notes), with principal amounts of $750.0 million and $1,000.0 million, respectively.

To provide additional financial flexibility for the Company, in connection with the ARKA Group L.P. acquisition, the Company entered into a commitment letter (the Commitment Letter), dated December 19, 2025, with Wells Fargo Bank, National Association (Wells Fargo), pursuant to which Wells Fargo committed to provide a senior secured bridge loan facility in an aggregate principal amount of up to $1,300.0 million. As of December 31, 2025, no amounts were funded pursuant to the Commitment Letter.

A summary of the change in cash and cash equivalents is presented below (in thousands):

Three Months Ended September 30,

Six Months Ended December 31,

2025

2024

Net cash provided by operating activities

~~171~~325,~~065~~260

34160,~~661~~703

Net cash used in investing activities

(117,~~214~~100)

(111,~~727~~588,378)

Net cash (used in) provided by financing activities

(142,238)

279,356

Net cash provided by financing activities

9,284

1,473,315

Effect of exchange rate changes on cash and cash equivalents

(~~774~~649)

4(3,~~455~~894)

Net change in cash and cash equivalents

26316,~~839~~795

~~306~~41,~~745~~746

Net cash provided by operating activities increased by $~~136~~164.46 million for the ~~three~~six months ended ~~September~~December 3031, 2025, compared to the ~~three~~six months ended ~~September~~December 3031, 2024, primarily due to ~~$53.6~~the ~~million~~earnings increase of ~~higher~~$107.2 ~~earnings~~million after adding back non-cash adjustments and $8257.84 million of net favorable changes in working capital driven by ~~decreased~~increased ~~vendor~~cash ~~disbursements~~collections.

Net cash used in investing activities decreased by $101,571.53 million for the ~~three~~six months ended ~~September~~December 3031, 2025, compared to the ~~three~~six months ended ~~September~~December 3031, 2024, primarily due to ~~refunds~~higher ofcash ~~purchase~~used ~~consideration~~in ~~from~~ acquisitions in the prior year.

Net cash ~~(used in)~~ provided by financing activities decreased by $~~421~~1,464.60 million for the ~~three~~six months ended ~~September~~December 3031, 2025, compared to the ~~three~~six months ended ~~September~~December 3031, 2024, primarily asdue ato ~~result~~higher ofproceeds afrom ~~$421.4~~borrowings ~~million decrease~~ in ~~net~~the ~~borrowings~~prior ~~under our debt instruments~~year.

We believe that the combination of internally generated funds, available bank borrowings, and cash and cash equivalents on hand 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 debt instruments or new debt instruments. Over the longer term, our ability to generate sufficient cash flows from operations necessary to fulfill the obligations under the Credit Facility, Term Loan B Facility, 2033 Notes, and any other indebtedness we may incur will depend on our future financial performance which will be affected by many factors outside of our control, including current worldwide economic conditions and financial market conditions.

additional amounts under existing debt instruments or new debt instruments. Over the longer term, our ability to generate sufficient cash flows from operations necessary to fulfill the obligations under the Credit Facility, Term Loan B Facility, 2033 Notes, and any other indebtedness we may incur will depend on our future financial performance which will be affected by many factors outside of our control, including current worldwide economic conditions and financial market conditions.

Critical Accounting Policies

There have been no significant changes to the Company’s critical accounting policies as disclosed in our Annual Report on Form 10-K for the year ended June 30, 2025.

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 both the Credit Facility and the Term Loan B Facility are affected by changes in market interest rates. The Company has the ability to manage these fluctuations in part through interest rate hedging alternatives in the form of interest rate swaps. The Company has entered into floating-to-fixed interest rate swap agreements for an aggregate notional amount of $900.0 million related to a portion of its floating rate indebtedness. All remaining balances under the Term Loan and Term Loan B Facility and any additional amounts that may be borrowed under the Revolving Facility are currently 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~~six months ended ~~September~~December 3031, 2025 would have fluctuated by approximately $2.5.3 million.

Approximately 3.4% and 2.9% of the Company’s total revenues during the ~~three~~six months ended ~~September~~December 3031, 2025 and 2024, 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 contracts, there is a risk that profits may be adversely affected by such foreign currency exchange rate fluctuations. As of ~~September~~December 3031, 2025, the Company held a combination of pounds sterling and euros in the U.K. and the Netherlands equivalent to approximately $7068.26 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~~December 3031, 2025, 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 ~~Chief~~CEO ~~Executive Officer~~ and ~~Chief~~CFO ~~Financial Officer~~ concluded that the Company’s disclosure controls and procedures were operating and effective at ~~September~~December 3031, 2025.

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~~December 3031, 2025.

1922

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

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

Reference is made to Part I, Item 3, Legal Proceedings in the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2024 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.

2023

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 second motion to dismiss for lack of subject matter jurisdiction based on recent decisions by the Supreme Court. 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.

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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.

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.

Item 1A. Risk Factors

Reference is made to Part I, Item 1A, Risk Factors, in the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2025. 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 International Inc’s common stock:

Period	Total Numberof SharesPurchased	Average PricePaid Per Share		Total Number of Shares Purchased as Part ofPublicly AnnouncedPrograms	Maximum Number ofShares that May Yet BePurchased Under thePlans or Programs (1)
July 2025	8,381	$	487.39	8,381	468,970
October 2025	7,608	$	531.20	7,608	437,382
August 2025	—	—		—	468,970
November 2025	—	—		—	437,382
September 2025	—	—		—	468,970
December 2025	—	—		—	437,382
Total	87,~~381~~608	$	~~487~~531.3920	87,~~381~~608

__________________________________________________

(1) Number of shares determined based on the closing price of $~~498~~532.7881 as of ~~September~~December 3031, 2025.

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~~December 3031, 2025, ~~the~~no ~~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 Company’s Chief Executive Officer, adopted a new Rule 10b5-1 trading arrangement on September 16, 2025 that will terminate no later than August 31, 2026. Under the trading arrangement, up to an aggregate of 10,168 shares of common stock are available to be sold by the broker upon reaching pricing targets defined in the trading arrangement.25

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

2.1

Purchase Agreement and Plan of Merger, dated December 19, 2025, by and among CACI, Inc. - Federal, CACI International Inc, Spatium Merger Sub, LLC, ARKA Group, L.P., BTO Amergint Feeder Parent L.P. and ARKA Holdco, L.P.

8-K

December 22, 2025

2.1

31.2

Section 302 Certification Jeffrey D. MacLauchlan

10.1

Amendment No. 7 to the Master Accounts Receivable Purchase Agreement dated December 28, 2018, among CACI International Inc, CACI, Inc. - Federal, certain subsidiaries from time to time party thereto, MUFG Bank, Ltd., as Administrative Agent, and certain purchasers from time to time party thereto.

8-K

December 29, 2025

10.1

32.1

Section 906 Certification John S. Mengucci

10.2

Second Amended and Restated Credit Agreement, dated November 25, 2025, by and among CACI International Inc, the subsidiaries of CACI International Inc named therein, Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, and each of the lenders named therein.

8-K

December 01, 2025

10.1

32.2

Section 906 Certification Jeffrey D. MacLauchlan

10.3

CACI International Inc 2025 Incentive Compensation Plan.

S-8

October 17, 2025

99.1

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)

31.1

Section 302 Certification John S. Mengucci.

101.SCH

Inline XBRL Taxonomy Extension Schema Document

31.2

Section 302 Certification Jeffrey D. MacLauchlan.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

32.1

Section 906 Certification John S. Mengucci.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

32.2

Section 906 Certification Jeffrey D. MacLauchlan.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

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.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

104

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

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).

2326

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 23, 2025	By:	/s/ John S. Mengucci
Date: January 22, 2026	By:	/s/ John S. Mengucci
		John S. MengucciPresident,Chief Executive Officer and Director(Principal Executive Officer)
Date: October 23, 2025	By:	/s/ Jeffrey D. MacLauchlan
Date: January 22, 2026	By:	/s/ Jeffrey D. MacLauchlan
		Jeffrey D. MacLauchlanExecutive Vice President,Chief Financial Officer and Treasurer(Principal Financial Officer)
Date: October 23, 2025	By:	/s/ Eric F. Blazer
Date: January 22, 2026	By:	/s/ Eric F. Blazer
		Eric F. BlazerSenior Vice President,Chief Accounting Officer and Corporate Controller(Principal Accounting Officer)

2427

Filing Compare · CACI INTERNATIONAL INC /DE/