CACI Insider Report: CEO Sold Shares at $515.16 and Received New Equity

Rhea-AI Filing Summary

John S. Mengucci, President & CEO and director of CACI International, Inc. (CACI), reported multiple stock-based transactions on 10/01/2025 on Form 4. The filing shows a mix of acquisitions and dispositions of common stock and the vesting/granting of restricted stock units (RSUs) and performance RSUs (PRSUs). Following the transactions, Mr. Mengucci beneficially owned between 103,884 and 128,827 shares across the reported lines depending on each transaction line's cumulative totals. The report records vested and newly granted awards: 12,618 PRSUs and 12,617 RSUs granted on 10/01/2025, plus earlier grants from 2022–2024 with specified vesting schedules. Several disposition entries list a price of $515.16 per share. The filing is a routine insider report documenting compensation-related equity grants and related share movements.

Positive

• Grant of 12,618 PRSUs on 10/01/2025 ties part of compensation to a three-year performance measure
• Grant of 12,617 RSUs on 10/01/2025 adds multi-year retention incentives
• Vesting schedules from 2022–2024 are disclosed, showing structured long-term alignment

Negative

• Multiple dispositions of shares executed on 10/01/2025 at $515.16 may partially reduce the executive's effective liquid stake
• Beneficial ownership totals vary by line with highest reported line showing 128,827 shares, which could dilute per-share economics when awards vest

Insights

Compensation Analyst

Insider received new RSU and PRSU grants totaling 25,235 equity awards on 10/01/2025.

The filing discloses the grant of 12,618 PRSUs and 12,617 RSUs on 10/01/2025, which are subject to three-year vesting (PRSUs vest based on a three-year performance measure). These awards increase the executive's potential future equity compensation and align pay with multi-year performance criteria.

The record also shows prior grants from 2022 to 2024 with scheduled vesting and several share dispositions executed at $515.16 per share, indicating partial monetization of vested awards.

Corporate Governance Specialist

Multiple reported transactions reflect standard executive equity administration, not an ownership change in control.

The Form 4 lists both acquisitions (vests/awards) and dispositions (sales) on 10/01/2025, with resulting beneficial ownership figures shown per line (for example, 128,827 and 103,884). The PRSU vesting conditions and multi-year schedules are explicitly disclosed, which assists shareholders in understanding when equity may become unrestricted.

No additional corporate actions, departures, or material non-routine events are disclosed in the filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mengucci John S

(Last) (First) (Middle)

TWO RESTON OVERLOOK

12021 SUNSET HILLS ROAD

(Street)

RESTON VA 20190

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CACI INTERNATIONAL INC /DE/ [ CACI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
CACI Common Stock	10/01/2025		M		4,278	A	(1)	105,814	D
CACI Common Stock	10/01/2025		F		1,930	D	$515.16	103,884	D
CACI Common Stock	10/01/2025		M		5,574	A	(2)	109,458	D
CACI Common Stock	10/01/2025		F		2,514	D	$515.16	106,944	D
CACI Common Stock	10/01/2025		M		3,955	A	(3)	110,899	D
CACI Common Stock	10/01/2025		F		1,784	D	$515.16	109,115	D
CACI Common Stock	10/01/2025		M		19,712	A	(4)	128,827	D
CACI Common Stock	10/01/2025		F		8,891	D	$515.16	119,936	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Restricted Stock Units	(5)	10/01/2025		A		12,618		(5)	(5)	CACI Common Stock	12,618	(5)	12,618	D
Restricted Stock Units	(6)	10/01/2025		A		12,617		(6)	(6)	CACI Common Stock	12,617	(6)	12,617	D
Restricted Stock Units	(1)	10/01/2025		M			4,278	(1)	(1)	CACI Common Stock	4,278	(1)	0	D
Restricted Stock Units	(2)	10/01/2025		M			5,574	(2)	(2)	CACI Common Stock	5,574	(2)	5,575	D
Restricted Stock Units	(3)	10/01/2025		M			3,955	(3)	(3)	CACI Common Stock	3,955	(3)	7,912	D
Performance Restricted Stock Units	(4)	10/01/2025		M			19,712	(4)	(4)	CACI Common Stock	19,712	(4)	0	D

Explanation of Responses:

1. On October 1, 2022, Mr. Mengucci was granted 12,832 restricted stock units. These restricted stock units vested 1/3 per year for three years.

2. On October 1, 2023, Mr. Mengucci was granted 16,723 restricted stock units. These restricted stock units will vest 1/3 per year for three years.

3. On October 1, 2024, Mr. Mengucci was granted 11,867 restricted stock units. These restricted stock units will vest 1/3 per year for three years.

4. On October 1, 2022, Mr. Mengucci was granted 12,833 performance restricted stock units. These PRSU's vested on the third anniversary of the grant date based on the achievement of a three-year performance measure.

5. On October 1, 2025, Mr. Mengucci was granted 12,618 performance restricted stock units. The PRSU's will vest on the third anniversary of the grant date based on the achievement of a three-year performance measure.

6. On October 1, 2025, Mr. Mengucci was granted 12,617 restricted stock units. These restricted stock units will vest 1/3 per year for three years.

Remarks:

	John S. Mengucci	10/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did CACI insider John S. Mengucci report on Form 4?

The Form 4 reports acquisitions and dispositions on 10/01/2025, including grants of 12,618 PRSUs and 12,617 RSUs and several sales at $515.16 per share.

How many performance restricted stock units (PRSUs) were granted to the CEO?

The filing shows a grant of 12,618 PRSUs on 10/01/2025; prior PRSUs from 10/01/2022 (12,833) are noted as previously granted and subject to three-year performance vesting.

What vesting schedules are disclosed for the RSUs and PRSUs?

RSUs granted on prior dates vest one-third per year over three years; PRSUs vest on the third anniversary of the grant date based on a three-year performance measure, per the filing.

At what price were shares disposed of according to the Form 4?

Several disposition lines list a sale price of $515.16 per share on transactions dated 10/01/2025.

What is the CEO's reported beneficial ownership after the transactions?

The filing lists varying post-transaction beneficial ownership amounts by line, including figures such as 103,884, 109,115, and 128,827 shares depending on the transaction line.