UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________________

FORM 8-K

_________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 0912, 2026

_________________________________________

CACI International Inc

(Exact name of Registrant as Specified in Its Charter)

_________________________________________


Delaware	001-31400	54-1345888
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


12021 Sunset Hills Road Reston, Virginia						20190
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: (703) 841-7800

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

_________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


			Emerging growth company			o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o


Item 1.01						Entry into a Material Definitive Agreement.

On March 912, 2026, CACI International Inc (“CACI”), the subsidiary guarantors named therein (the “~~Company~~Guarantors”) and ~~certain~~U.S. ofBank ~~its~~Trust ~~subsidiaries~~Company, National Association, as trustee (the “Trustee”), entered into ~~Amendment~~a ~~No.~~second 1supplemental indenture (the “~~Amendment~~Second Supplemental Indenture”) to ~~that~~the ~~certain Credit Agreement~~indenture, dated as of ~~October~~June 302, ~~2024~~2025 (asthe ~~amended~~“Base Indenture”), ~~the~~as ~~“Term~~supplemented ~~Loan~~by Bthat ~~Credit~~first ~~Agreement~~supplemental indenture (the “First Supplemental Indenture”), ~~with~~dated as of November 25, 2025 (the ~~lenders~~Base ~~party~~Indenture, ~~thereto~~as supplemented by the First Supplemental Indenture and ~~JPMorgan~~the ~~Chase~~Second ~~Bank,~~Supplemental ~~N.A.~~Indenture, asthe ~~administrative~~“Indenture”), ~~agent.~~pursuant ~~The~~to ~~Amendment~~which ~~provides~~CACI ~~for~~issued an(the ~~additional~~“Offering”) $~~800~~500 million ~~tranche~~aggregate principal amount of ~~incremental~~CACI’s ~~term~~unsecured ~~loans~~Senior Notes due 2033 (the “~~Incremental~~Additional ~~Term B-2 Loans~~Notes”), ~~under~~which ~~the~~were ~~Term~~issued ~~Loan~~as Bpart ~~Credit~~of ~~Agreement~~the ~~with~~same aseries ~~maturity~~as ~~date~~CACI’s of6.375% ~~March~~Senior 9,Notes due 2033~~. The~~ ~~interest~~originally ~~rate~~issued ~~applicable~~in toJune 2025 (the ~~Incremental~~“Original ~~Term~~Notes” ~~B-2~~and, ~~Loans~~together iswith athe ~~floating~~Additional ~~rate~~Notes, ~~equal~~the to“Notes”). ~~either~~The aNotes ~~base~~are ~~rate~~unconditionally orguaranteed on a ~~rate~~senior ~~that~~unsecured isbasis ~~based~~by onthe ~~Term~~Guarantors. ~~SOFR~~Upon ~~plus,~~completion inof ~~each~~the ~~case~~Offering, anthe ~~applicable~~total ~~margin~~aggregate principal amount of Notes outstanding is $1,500,000,000.

~~The~~CACI ~~proceeds~~sold ofthe Additional Notes to the ~~Incremental~~initial ~~Term~~purchasers ~~B-2~~(the ~~Loans,~~“Initial ~~together~~Purchasers”) ~~with~~in ~~borrowings~~a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the ~~Company’s~~Securities Act of 1933, as amended. CACI received net proceeds from the Offering of approximately $518 million. CACI intends to use the net proceeds from the Offering to repay certain indebtedness under its revolving credit facility ~~and~~that ~~cash~~was onincurred ~~hand,~~to ~~were~~pay ~~used~~a toportion ~~finance~~of the purchase price of its acquisition of ARKA Group, L.P. and ~~pay~~costs ~~fees~~ and expenses ~~incurred~~related ~~in connection with the transaction~~thereto.

The ~~obligations~~Notes ~~under~~are ~~the~~senior ~~Incremental~~unsecured ~~Term~~obligations ~~B-2~~of ~~Loans~~CACI and are ~~secured~~guaranteed byfully, ~~substantially~~unconditionally ~~all~~and jointly and severally, on a senior unsecured basis, by each of the ~~assets~~Guarantors. ofThe Notes bear interest at the ~~Company~~rate of 6.375% per annum, payable semi-annually in arrears on June 15 and ~~its~~December ~~material~~15 ~~domestic~~of ~~subsidiaries~~each year. The first interest payment for the Additional Notes will be June 15, 2026, and ~~guaranteed~~will byinclude accrued and unpaid interest from December 15, 2025 (the ~~material~~most ~~domestic~~recent ~~subsidiaries~~interest ofpayment date for the ~~Company~~Notes). The Notes mature on June 15, 2033, unless earlier repurchased or redeemed. The Indenture contains customary covenants and events of default, which include, among other things, failure to make required payments, failure to make a Change of Control Offer (as such term is defined in ~~each~~the ~~case~~Indenture) within the required time, ~~subject~~failure to ~~customary~~comply ~~exceptions~~with ~~that~~certain ~~are~~agreements ~~identical~~or covenants, failure to ~~the~~pay ~~guarantees~~or acceleration of certain other indebtedness, a guarantee being held unenforceable or invalid, certain events of bankruptcy and ~~collateral~~insolvency, and failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 30% in ~~respect~~aggregate principal amount of the ~~existing~~then-outstanding ~~Term~~Notes ~~Loan~~to Baccelerate ~~Credit~~the ~~Agreement~~amounts due under the Notes.

The ~~Incremental~~foregoing ~~Term~~description ~~B-2~~of ~~Loans are subject to~~ the ~~same~~Indenture ~~customary~~and ~~negative covenants as~~ the ~~existing~~Additional ~~Term~~Notes ~~Loan~~does Bnot ~~Credit~~purport ~~Agreement that restrict or limit its ability~~ to ~~guarantee~~be orcomplete ~~incur~~and ~~additional~~is ~~indebtedness,~~qualified ~~grant~~in ~~liens~~its orentirety ~~other~~by ~~security~~reference ~~interests~~ to ~~third~~the ~~parties,~~full ~~make~~text ~~loans~~of orthe ~~other~~Base ~~investments~~Indenture, ~~transfer~~the orFirst ~~dispose~~Supplemental ~~of assets~~Indenture, ~~declare~~the ~~dividends,~~Second ~~redeem~~Supplemental orIndenture ~~repurchase~~and ~~capital~~the ~~stock~~form orof ~~make~~6.375% ~~other~~Senior ~~distributions~~Notes indue ~~respect of capital stock~~2033, ~~prepay~~which ~~certain~~are ~~subordinated~~filed ~~indebtedness~~as ~~and~~Exhibit ~~engage~~4.1, inExhibit ~~mergers~~4.2, ~~acquisitions~~Exhibit or4.3 ~~other~~and ~~business~~Exhibit ~~combinations~~4.4 respectively, into ~~each~~this ~~case,~~Current ~~except~~Report ason ~~expressly~~Form ~~permitted~~8-K ~~under~~and ~~the Term~~are ~~Loan~~incorporated Bherein ~~Credit~~by ~~Agreement~~reference.

Capitalized terms not otherwise defined herein have the meanings set forth in the Term Loan B Credit Agreement.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the complete text of the Amendment which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On March 9, 2026, CACI, Inc. - Federal (the “Purchaser”), a wholly owned subsidiary of the Company, completed the previously announced acquisition of all of the outstanding equity interests of ARKA Group, L.P. (the “Partnership”) pursuant to the terms of the Purchase Agreement and Plan of Merger, dated as of December 19, 2025 (the “Purchase Agreement”) by and among the Purchaser, the Company, solely as a guarantor, Spatium Merger Sub, LLC, a wholly owned subsidiary of the Purchaser (“Merger Sub”), the Partnership, BTO Amergint Feeder Parent L.P., and, solely in its capacity as representative of the Equity Holders (as defined in the Purchase Agreement), ARKA Holdco L.P.

The aggregate purchase price paid by the Purchaser was $2.6 billion in cash, subject to a customary post-closing purchase price adjustment for net working capital and certain other items.

The foregoing description of the acquisition does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement which is filed as Exhibit 2.1 hereto.


Item 2.03						Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01 Other Events.

On March 9, 2026, the Company issued a press release announcing the closing of the acquisition of the Partnership. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 9.01						Financial Statement and Exhibits.

Exhibit Number						Description
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. (incorporated by reference herein to Exhibit 2.1 to the Company’s Form 8-K filed on December 22, 2025).
4.1						Indenture, dated as of June 2, 2025, by and among CACI International Inc, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (filed with the Securities and Exchange Commission as Exhibit 4.1 to CACI’s Form 8-K filed June 3, 2025).
10.1						Amendment No. 1 to Credit Agreement, dated March 9, 2026, by and among CACI, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
4.2						First Supplemental Indenture, dated as of November 25, 2025, by and among CACI International Inc, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee.
99.1						Press Release dated March 9, 2026.
4.3						Second Supplemental Indenture, dated as of March 12, 2026, by and among CACI International Inc, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee.
4.4						Form of 6.375% Senior Notes due 2033 (included as Exhibit A in Exhibit 4.1).
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CACI International Inc
Date: March 9, 2026	By:	s/ J. William Koegel, Jr.
Date: March 12, 2026	By:	s/ J. William Koegel, Jr.
		J. William Koegel, Jr.
		Executive Vice President, General Counsel and Secretary

Filing Compare · CACI INTERNATIONAL INC /DE/