CACI (NYSE: CACI) prices $500M 6.375% notes to fund ARKA acquisition

Rhea-AI Filing Summary

CACI International Inc is raising new debt, having priced an additional $500 million of its 6.375% unsecured senior notes due 2033. These notes form part of the same series as notes first issued in June 2025 and are expected to close on March 12, 2026, subject to customary conditions.

CACI plans to use the net proceeds, along with other financing sources and cash on hand, to fund its acquisition of ARKA Group L.P. and related costs. If the acquisition does not close in step with the notes offering, the gross proceeds will be placed in escrow, and the notes are subject to a special mandatory redemption at 100% of principal plus accrued interest if the deal ultimately does not complete.

Insights

Credit & capital-structure analyst

CACI lines up $500M in 6.375% notes to help fund the ARKA acquisition, with protections if the deal falls through.

CACI International Inc has priced an additional $500 million of 6.375% unsecured senior notes due 2033, as part of an existing series. The transaction is expected to close on March 12, 2026, adding long-term fixed-rate debt to support its acquisition strategy.

The company plans to combine note proceeds with borrowings under its revolving credit facility, an incremental term loan B facility, and cash on hand to pay the purchase price of ARKA Group L.P. and related expenses. This indicates a diversified funding mix instead of relying solely on bond markets.

If the ARKA transaction does not close, the gross proceeds will be escrowed and the notes are subject to a special mandatory redemption at 100% of principal plus accrued interest. The notes are being offered to qualified institutional buyers in the U.S. and to non‑U.S. persons under Regulation S, and are not registered under the Securities Act.

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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): February 26, 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 8.01 Other Events.

On February 26, 2026, CACI International Inc (the “Company”) issued a press release announcing that the Company has priced its previously announced private offering of an additional $500 million aggregate principal amount of its unsecured 6.375% Senior Notes due 2033.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statement and Exhibits.

Exhibit Number						Description
99.1						Press Release dated February 26, 2026.
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: February 26, 2026			By:			s/ J. William Koegel, Jr.
						J. William Koegel, Jr.
						Executive Vice President, General Counsel and Secretary

Exhibit 99.1

CACI Announces Pricing of $500 Million Offering of 6.375% Senior Notes

Reston, Va., February 26, 2026 – CACI International Inc (NYSE: CACI), or the Company, today announced that it has priced the previously announced offering (the “Offering”) of an additional $500 million in aggregate principal amount of its 6.375% unsecured senior notes due 2033 (the “notes”). The notes will be issued as part of the same series as the Company’s 6.375% senior notes due 2033 originally issued in June 2025.

The Offering is expected to close on March 12, 2026, subject to customary closing conditions. CACI intends to use the net proceeds from the Offering, together with borrowings under its revolving credit facility, proceeds of the incremental term loan B facility and cash on hand (and borrowings under a bridge facility, if needed), to pay all or a portion of the purchase price of the Company’s acquisition of ARKA Group L.P. (the “Acquisition”) and to pay associated costs and expenses.

If the Acquisition is not consummated simultaneously with the Offering, the Company will, upon consummation of the offering of the notes, cause the gross proceeds to be deposited into an escrow account for the benefit of the trustee and the holders of the notes pending the consummation of the Acquisition. The notes are subject to a special mandatory redemption at 100% of principal plus accrued interest if the Acquisition is not completed under the related purchase agreement. If the issuance of the notes occurs on the closing date of the Acquisition, the gross proceeds of the Offering will be provided to the Company on the closing date to fund the Acquisition and to pay associated costs and expenses.

The notes are being offered in the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the “Securities Act”), as amended, and to non U.S. persons outside of the United States only in compliance with Regulation S under the Securities Act. The notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall there be any sale of the notes or any other security of CACI, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About CACI

CACI International Inc (NYSE: CACI) is a national security company with 26,000 talented employees who are Ever Vigilant in expanding the limits of national security. We ensure our customers’ success by delivering differentiated technology and distinctive expertise to accelerate innovation, drive speed and efficiency, and rapidly anticipate and eliminate threats. Our culture drives our success and earns us recognition as a Fortune World's Most Admired Company. We are members of the Fortune 500™, the Russell 1000 Index, and the S&P MidCap 400 Index. For more information, visit us at caci.com.

Forward-Looking Statements

There are statements made herein which 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 factors that could cause actual results to differ materially from anticipated results. The factors that could cause actual results to differ materially from those anticipated include, but are not limited to, the risk factors set forth in CACI’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, and other such filings that CACI makes with the Securities and Exchange Commission from time to time. Any

forward-looking statements should not be unduly relied upon and only speak as of the date hereof.

There are statements made herein which 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 factors that could cause actual results to differ materially from anticipated results. The factors that could cause actual results to differ materially from those anticipated include, but are not limited to, the risk factors set forth in CACI’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, and other such filings that CACI makes with the Securities and Exchange Commission from time to time. Any forward-looking statements should not be unduly relied upon and only speak as of the date hereof.

# # #

Corporate Communications and Media:						Investor Relations:
Gino Bona Executive Vice President, Corporate Communications						George Price Senior Vice President, Investor Relations
(571) 597-2787, gino.bona@caci.com						(703) 841-7818, george.price@caci.com

FAQ

What did CACI International Inc (CACI) announce regarding new debt financing?

CACI announced it has priced an additional $500 million of 6.375% unsecured senior notes due 2033. These notes are part of the same series first issued in June 2025 and are expected to close on March 12, 2026, subject to customary conditions.

How will CACI use the $500 million 6.375% senior notes proceeds?

CACI plans to use the net proceeds from the $500 million notes, together with its revolving credit facility, an incremental term loan B facility, and cash on hand, to pay all or part of the purchase price for its ARKA Group L.P. acquisition and associated costs and expenses.

What happens to CACI’s new notes if the ARKA Group acquisition does not close?

If the ARKA acquisition does not close in step with the notes issuance, CACI will deposit the gross proceeds into an escrow account. The notes are subject to a special mandatory redemption at 100% of principal plus accrued interest if the acquisition is not completed under the related purchase agreement.

Who can buy CACI’s new 6.375% senior notes due 2033?

The notes are being offered in the United States only to persons reasonably believed to be qualified institutional buyers, and to non‑U.S. persons outside the United States in compliance with Regulation S under the Securities Act. They have not been registered under the Securities Act.

Are CACI’s new 6.375% senior notes registered under the Securities Act?

No, the new 6.375% senior notes due 2033 have not been registered under the Securities Act. They may not be offered or sold in the United States without registration or an applicable exemption, and the announcement explicitly states it is not an offer or solicitation to sell the notes.

How are CACI’s new notes related to its existing 2033 senior notes?

The new $500 million 6.375% senior notes will be issued as part of the same series as CACI’s 6.375% senior notes due 2033 that were originally issued in June 2025, effectively increasing the outstanding principal amount of that existing notes series.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 10.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB