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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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
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CACI International Inc
(Exact name of Registrant as Specified in Its Charter)
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| Delaware | 001-31400 | 54-1345888 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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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)
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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):
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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:
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| 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).
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
On February 26, 2026, CACI International Inc (the “Company”) issued a press release announcing that, subject to market conditions, the Company intends to offer for sale an additional $500 million aggregate principal amount of its unsecured Senior Notes due 2033 in a private offering to eligible purchasers that is exempt from registration under the Securities Act of 1933, as amended (the “Offering”). 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 Company 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.
A copy of the press release announcing the Offering is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
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| Item 9.01 | | Financial Statement and Exhibits. |
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| Exhibit Number | | Description |
| 99.1 | | Press Release dated February 26, 2026. |
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| 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.
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| CACI International Inc |
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| Date: February 26, 2026 | By: | s/ J. William Koegel, Jr. |
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| | J. William Koegel, Jr. |
| | Executive Vice President, General Counsel and Secretary |
Exhibit 99.1
CACI Announces Proposed Offering of $500 Million of Senior Notes Due 2033
Reston, Va., February 26, 2026 – CACI International Inc (NYSE: CACI), or the Company, announced today that it has commenced an offering (the “Offering”) of $500 million in aggregate principal amount of 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. 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.
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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 |
