CACI International (NYSE: CACI) issues $500M more 6.375% notes to 2033

Rhea-AI Filing Summary

CACI International Inc completed a debt financing by issuing $500 million of additional unsecured 6.375% Senior Notes due 2033 as part of its existing notes series. After this offering, total senior notes outstanding in this series are $1.5 billion.

CACI sold the additional notes in a private placement to initial purchasers and received net proceeds of approximately $518 million. The company plans to use these proceeds to repay borrowings under its revolving credit facility that were used to help fund the ARKA Group L.P. acquisition and related costs.

Insights

Corporate credit and capital structure analyst

CACI locks in long-term debt to refinance acquisition borrowings.

CACI International added $500 million of 6.375% Senior Notes due 2033, bringing this notes series to $1.5 billion. The notes are senior unsecured and fully, unconditionally guaranteed on a senior unsecured basis by the subsidiary guarantors.

The company intends to use roughly $518 million in net proceeds to repay revolving credit facility borrowings that financed the ARKA Group L.P. acquisition and related costs. This shifts a portion of acquisition-related funding from short-term, floating-rate bank debt to longer-term, fixed-rate capital markets debt.

The indenture includes customary covenants and events of default, including payment failures, certain covenant breaches, cross-acceleration of specified indebtedness, judgment defaults, and bankruptcy events. Future filings may provide more detail on how this additional debt affects leverage metrics and interest expense over time.

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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): March 12, 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 12, 2026, CACI International Inc (“CACI”), the subsidiary guarantors named therein (the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), entered into a second supplemental indenture (the “Second Supplemental Indenture”) to the indenture, dated as of June 2, 2025 (the “Base Indenture”), as supplemented by that first supplemental indenture (the “First Supplemental Indenture”), dated as of November 25, 2025 (the Base Indenture, as supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”), pursuant to which CACI issued (the “Offering”) $500 million aggregate principal amount of CACI’s unsecured Senior Notes due 2033 (the “Additional Notes”), which were issued as part of the same series as CACI’s 6.375% Senior Notes due 2033 originally issued in June 2025 (the “Original Notes” and, together with the Additional Notes, the “Notes”). The Notes are unconditionally guaranteed on a senior unsecured basis by the Guarantors. Upon completion of the Offering, the total aggregate principal amount of Notes outstanding is $1,500,000,000.

CACI sold the Additional Notes to the initial purchasers (the “Initial Purchasers”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the 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 that was incurred to pay a portion of the purchase price of its acquisition of ARKA Group L.P. and costs and expenses related thereto.

The Notes are senior unsecured obligations of CACI and are guaranteed fully, unconditionally and jointly and severally, on a senior unsecured basis, by each of the Guarantors. The Notes bear interest at the rate of 6.375% per annum, payable semi-annually in arrears on June 15 and December 15 of each year. The first interest payment for the Additional Notes will be June 15, 2026, and will include accrued and unpaid interest from December 15, 2025 (the most recent interest payment date for the 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 the Indenture) within the required time, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness, a guarantee being held unenforceable or invalid, certain events of bankruptcy and 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 aggregate principal amount of the then-outstanding Notes to accelerate the amounts due under the Notes.

The foregoing description of the Indenture and the Additional Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the form of 6.375% Senior Notes due 2033, which are filed as Exhibit 4.1, Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4 respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

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 9.01 Financial Statement and Exhibits.

Exhibit Number						Description
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).
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.
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 12, 2026			By:			s/ J. William Koegel, Jr.
						J. William Koegel, Jr.
						Executive Vice President, General Counsel and Secretary

FAQ

What new debt did CACI (CACI) issue in this filing?

CACI issued an additional $500 million aggregate principal amount of unsecured 6.375% Senior Notes due 2033. These new notes are part of the same series as its existing 6.375% Senior Notes originally issued in June 2025, increasing total notes outstanding in the series to $1.5 billion.

How will CACI (CACI) use the net proceeds from the new notes?

CACI plans to use approximately $518 million of net proceeds to repay borrowings under its revolving credit facility. Those revolving borrowings were incurred to pay part of the purchase price for its acquisition of ARKA Group L.P. and related transaction costs and expenses.

What are the key terms of CACI’s 6.375% Senior Notes due 2033?

The notes bear interest at 6.375% per annum, payable semi-annually on June 15 and December 15. They mature on June 15, 2033, unless earlier redeemed or repurchased, and are senior unsecured obligations guaranteed on a senior unsecured basis by the designated subsidiary guarantors.

When is the first interest payment date for CACI’s additional notes?

The first interest payment on the additional notes will be on June 15, 2026. That payment will include accrued and unpaid interest from December 15, 2025, which was the most recent interest payment date for the existing 6.375% Senior Notes due 2033 series.

Are CACI’s new senior notes guaranteed by its subsidiaries?

Yes. The notes are guaranteed fully, unconditionally and jointly and severally on a senior unsecured basis by each of the subsidiary guarantors. This means those guarantors are obligated alongside CACI for payments under the notes, subject to the terms in the indenture documents.

What events of default apply to CACI’s 6.375% Senior Notes due 2033?

Events of default include failures to make required payments, failure to make a required Change of Control Offer, certain covenant breaches, specified cross-acceleration of other indebtedness, unenforceability of a guarantee, certain bankruptcy or insolvency events, and failure to pay certain judgments, as outlined in the indenture.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-4.2 EX-4.2 20.2 KB
• EX-4.3 EX-4.3 31.3 KB
• 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