[Form 4] CACI INTERNATIONAL INC /DE/ Insider Trading Activity

Rhea-AI Filing Summary

CACI International (CACI) Chief Financial Officer Jeffrey D. MacLauchlan reported equity award vesting and related tax withholdings on 11/01/2025. He acquired 1,101 shares upon vesting of restricted stock units and 5,072 shares upon vesting of performance RSUs (both shown with code M). To cover taxes, the issuer withheld 541 shares and 2,488 shares at $562.25 per share (code F). Following these transactions, his directly held stake was 7,475 shares.

Footnotes state the RSUs were granted on November 1, 2022 and vest one-third per year over three years, while the PRSUs vested on the third anniversary based on a three‑year performance measure.

Insights

Corporate governance analyst

Routine RSU/PRSU vesting with tax withholding; neutral impact.

The filing records scheduled vesting of equity awards for the CFO: 1,101 RSUs and 5,072 PRSUs became deliverable, indicated by transaction code M. The company withheld 541 and 2,488 shares (code F) at $562.25 per share to satisfy tax obligations.

Such transactions do not reflect open‑market buying or selling; they arise from prior grants. The awards were granted on November 1, 2022, with RSUs vesting annually over three years and PRSUs vesting on the third anniversary based on a performance measure.

Post‑transaction, directly held shares were 7,475. Actual market impact is typically minimal for these administrative events.

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).

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)
11/01/2025

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	11/01/2025		M		1,101	A	(1)	5,432	D
CACI Common Stock	11/01/2025		F		541	D	$562.25	4,891	D
CACI Common Stock	11/01/2025		M		5,072	A	(2)	9,963	D
CACI Common Stock	11/01/2025		F		2,488	D	$562.25	7,475	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)	11/01/2025		M			1,101	(1)	(1)	CACI Common Stock	1,101	(1)	0	D
Performance Restricted Stock Units	(2)	11/01/2025		M			5,072	(2)	(2)	CACI Common Stock	5,072	(2)	0	D

Explanation of Responses:

1. On November 1, 2022, Mr. MacLauchlan was granted 3,301 restricted stock units. The restricted stock units vest 1/3 per year for 3 years.

2. On November 1, 2022, Mr. MacLauchlan was granted 3,302 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.

Remarks:

	Jeffrey D. MacLauchlan	11/04/2025
	** 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 did CACI (CACI) disclose in this Form 4?

The CFO reported vesting of 1,101 RSUs and 5,072 PRSUs on 11/01/2025, plus share withholdings to cover taxes at $562.25 per share.

How many CACI shares does the CFO hold after these transactions?

Following the reported transactions, the CFO directly holds 7,475 CACI shares.

Were the dispositions open-market sales by the CACI CFO?

No. The code F entries indicate shares were withheld to cover taxes, not open-market sales.

What are the vesting terms for the reported CACI awards?

Footnotes state RSUs granted on 11/01/2022 vest one-third per year for three years; PRSUs vested on the third anniversary based on a three‑year performance measure.

At what price were CACI shares withheld for taxes?

Shares were withheld at $562.25 per share, as shown for the tax withholding transactions.