CACI International (CACI) director reports vesting of 84 RSUs

Rhea-AI Filing Summary

CACI International director Philip O. Nolan reported the vesting and conversion of 84 Restricted Stock Units into 84 shares of CACI common stock on January 14, 2026. The Form 4 shows this as a transaction with no exercise price. These RSUs are part of a 338-unit grant awarded on October 17, 2025, which is scheduled to vest in four installments through October 11, 2026. After this vesting event, Nolan directly holds 2,153 shares of CACI common stock and 254 RSUs, reflecting his ongoing equity-based compensation as a director.

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

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nolan Philip O

(Last) (First) (Middle)

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2026

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	01/14/2026		M		84	A	(1)	2,153	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
Restricted Stock Units	(1)	01/14/2026		M			84	(1)	(1)	CACI Common Stock	84	(1)	254	D

Explanation of Responses:

1. On October 17, 2025, Philip O. Nolan, was granted 338 Restricted Stock Units (RSUs) that will vest according to the following vesting schedule: 84 shares will vest on January 14, 2026, 84 shares on April 14, 2026, 85 shares on July 13, 2026, and 85 shares on October 11, 2026.

Remarks:

	Philip O. Nolan	01/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did CACI (CACI) director Philip O. Nolan report?

Philip O. Nolan reported the vesting and conversion of 84 Restricted Stock Units into 84 shares of CACI common stock on January 14, 2026, at an exercise price of $0.00 per share, as part of his equity compensation.

How many CACI (CACI) RSUs were originally granted to Philip O. Nolan?

On October 17, 2025, Philip O. Nolan was granted 338 Restricted Stock Units (RSUs), which vest in four installments: 84 shares on January 14, 2026; 84 shares on April 14, 2026; 85 shares on July 13, 2026; and 85 shares on October 11, 2026.

How many CACI (CACI) shares and RSUs does Philip O. Nolan hold after this transaction?

Following the January 14, 2026 transaction, Philip O. Nolan directly holds 2,153 shares of CACI common stock and 254 Restricted Stock Units, as reported in the Form 4.

What does transaction code "M" mean in Philip O. Nolan’s CACI (CACI) Form 4?

The transaction code "M" indicates the exercise or conversion of a derivative security, in this case the vesting of 84 RSUs into 84 shares of CACI common stock on January 14, 2026.

Is Philip O. Nolan a 10% owner of CACI (CACI)?

No. In the filing, Philip O. Nolan is identified as a director of CACI International and is not marked as a 10% owner or officer.