CACI insider reports 1,942 PRSUs and time-based RSU vesting

Rhea-AI Filing Summary

Jeffrey D. MacLauchlan, Chief Financial Officer of CACI International Inc. (CACI), reported multiple equity awards and vesting-related transactions dated 10/01/2025. The filing shows a combination of restricted stock unit (RSU) vesting events and new grants: a total of 4,981 shares added to beneficial ownership from vested and granted units and a separate grant of 1,942 performance restricted stock units (PRSU) that will vest based on a three-year performance measure. Several previously granted RSUs from 2022–2024 partially vested according to a one-third-per-year schedule, and some PRSUs from earlier grants vested or expired per their terms. Following the reported transactions, Mr. MacLauchlan beneficially owns between 3,321 and 4,331 shares on various lines immediately after specific reported sales, with differing totals shown across lines due to multiple separate transactions and vesting events.

Positive

• 1,942 PRSUs granted on 10/01/2025 tie compensation to multi-year performance
• 1,941 RSUs granted on 10/01/2025 reinforce retention with time‑based vesting
• Vesting schedule of prior awards is predictable (one-third per year), supporting executive alignment

Negative

• None.

Insights

Executive Compensation Analyst

Mix of time-based vesting and new performance grants aligns CFO pay with multi-year goals.

The filing documents time-based RSU vesting and new PRSU and RSU grants dated 10/01/2025, including 1,942 PRSUs and 1,941 RSUs. Time-based awards vest one-third per year, while the PRSUs vest on the third anniversary contingent on a three-year performance measure, tying realized value to future company performance.

Key dependencies are the undisclosed performance metrics and company share-price performance through the performance period; the grants create an incentive horizon of roughly three years. Monitor upcoming disclosures for the specific performance targets and any changes to outstanding share counts that affect dilution over the next 3 years.

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^*

MACLAUCHLAN JEFFREY D

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

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		288	A	(1)	2,922	D
CACI Common Stock	10/01/2025		F		142	D	$515.16	2,780	D
CACI Common Stock	10/01/2025		M		1,062	A	(2)	3,842	D
CACI Common Stock	10/01/2025		F		521	D	$515.16	3,321	D
CACI Common Stock	10/01/2025		M		659	A	(3)	3,980	D
CACI Common Stock	10/01/2025		F		324	D	$515.16	3,656	D
CACI Common Stock	10/01/2025		M		1,325	A	(4)	4,981	D
CACI Common Stock	10/01/2025		F		650	D	$515.16	4,331	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		1,942		(5)	(5)	CACI Common Stock	1,942	(5)	1,942	D
Restricted Stock Units	(6)	10/01/2025		A		1,941		(6)	(6)	CACI Common Stock	1,941	(6)	1,941	D
Restricted Stock Units	(1)	10/01/2025		M			288	(1)	(1)	CACI Common Stock	288	(1)	0	D
Restricted Stock Units	(2)	10/01/2025		M			1,062	(2)	(2)	CACI Common Stock	1,062	(2)	1,062	D
Restricted Stock Units	(3)	10/01/2025		M			659	(3)	(3)	CACI Common Stock	659	(3)	1,319	D
Performance Restricted Stock Units	(4)	10/01/2025		M			1,325	(4)	(4)	CACI Common Stock	1,325	(4)	0	D

Explanation of Responses:

1. On October 1, 2022, Mr. MacLauchlan was granted 862 restricted stock units. The restricted stock units vested 1/3 per year for three years.

2. On October 1, 2023, Mr. MacLauchlan was granted 3,185 restricted stock units. The restricted stock units vest 1/3 per year for three years.

3. On October 1, 2024, Mr. MacLauchlan was granted 1,978 restricted stock units. These restricted stock units will vest 1/3 per year for three years.

4. On October 1, 2022, Mr. Maclauchlan was granted 862 performance restricted stock units. The 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. MacLauchlan was granted 1,942 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. MacLauchlan was granted 1,941 restricted stock units. The restricted stock units will vest 1/3 per year for three years.

Remarks:

	Jeffrey D. MacLauchlan	10/06/2025
	** 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 did the CACI (CACI) Form 4 filed by Jeffrey MacLauchlan report?

The Form 4 reports multiple vesting events and grants dated 10/01/2025, including 1,942 PRSUs and 1,941 RSUs, plus earlier RSU vesting from 2022–2024.

How do the reported PRSUs for CACI vest and when do they pay out?

The newly granted PRSUs (1,942) vest on the third anniversary of the grant date based on achievement of a three-year performance measure.

What is the time-based vesting schedule shown on the CACI Form 4?

Time‑based RSUs from prior grants vest at one-third per year for three years, as stated for grants from 10/01/2022, 10/01/2023, and 10/01/2024.

How many shares did the reporting person beneficially own after the transactions?

Following the reported transactions the filing lists varying post-transaction beneficial ownership figures on different lines, including 2,922, 3,842, 3,980, and 4,981 in specific entries reflecting separate transactions.

Are the PRSU performance targets disclosed in the Form 4?

No. The Form 4 notes that PRSUs vest based on a three-year performance measure but does not disclose the specific performance targets.