CACI insider reports 4,442 RSU/PRSU vestings and $515.16 sales

Rhea-AI Filing Summary

J. William Koegel Jr., EVP & General Counsel of CACI (CACI) reported multiple transactions dated 10/01/2025. The filing shows the vesting/acquisition of 4,442 common shares through restricted stock units and performance restricted stock units and the grant of 971 additional restricted stock units plus 971 performance restricted stock units. Concurrently, the report discloses dispositions of 2,101 common shares at $515.16 per share. After these transactions, Mr. Koegel beneficially owned 27,931 shares of CACI common stock, held directly.

Positive

• 4,442 shares vested from restricted stock units and performance restricted stock units on 10/01/2025
• New grants of 971 RSUs and 971 PRSUs were awarded on 10/01/2025, continuing long-term incentive alignment

Negative

• 2,101 shares disposed on 10/01/2025 at a price of $515.16 per share
• Net increase in reported transactions is larger in acquisitions than immediate holdings change, requiring attention to post-transaction holdings reporting

Insights

Corporate Governance Specialist

Insider reported routine equity vesting and partial sales on 10/01/2025.

The Form 4 records both vesting-related acquisitions and open-market dispositions by an executive officer. The pattern—vesting of RSUs/PRSUs and sales at a disclosed price—matches standard compensation liquidity actions.

This filing affects share count disclosure and transparency around insider liquidity; it does not by itself disclose changes to executive roles or company policy.

Executive Compensation Analyst

Material compensation events: vested RSUs/PRSUs and new grants on 10/01/2025.

The report shows 4,442 acquired shares from prior grants vesting and new grants of 971 RSUs and 971 PRSUs. The PRSUs vest based on a three-year performance measure; the RSUs vest 1/3 annually.

This documents the timing and structure of executive equity realization and ongoing incentive grants as 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

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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^*

Koegel J William JR

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, General Counsel

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		2,943	A	(1)	28,533	D
CACI Common Stock	10/01/2025		F		1,444	D	$515.16	27,089	D
CACI Common Stock	10/01/2025		M		639	A	(2)	27,728	D
CACI Common Stock	10/01/2025		F		234	D	$515.16	27,494	D
CACI Common Stock	10/01/2025		M		531	A	(3)	28,025	D
CACI Common Stock	10/01/2025		F		261	D	$515.16	27,764	D
CACI Common Stock	10/01/2025		M		329	A	(4)	28,093	D
CACI Common Stock	10/01/2025		F		162	D	$515.16	27,931	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	(5)	10/01/2025		A		971		(5)	(5)	CACI Common Stock	971	(5)	971	D
Performance Restricted Stock Units	(6)	10/01/2025		A		971		(6)	(6)	CACI Common Stock	971	(6)	971	D
Performance Restricted Stock Units	(1)	10/01/2025		M			2,943	(1)	(1)	CACI Common Stock	2,943	(1)	0	D
Restricted Stock Units	(2)	10/01/2025		M			639	(2)	(2)	CACI Common Stock	639	(2)	0	D
Restricted Stock Units	(3)	10/01/2025		M			531	(3)	(3)	CACI Common Stock	531	(3)	532	D
Restricted Stock Units	(4)	10/01/2025		M			329	(4)	(4)	CACI Common Stock	329	(4)	660	D

Explanation of Responses:

1. On October 1, 2022, Mr. Koegel was granted 1,916 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.

2. On October 1, 2022, Mr. Koegel was granted 1,915 restricted stock units. These restricted stock units will vest 1/3 per year for three years.

3. On October 1, 2023, Mr. Koegel was granted 1,593 restricted stock units. These restricted stock units will vest 1/3 per year for three years.

4. On October 1, 2024, Mr. Koegel was granted 989 restricted stock units. These restricted stock units will vest 1/3 per year for three years.

5. On October 1, 2025, Mr. Koegel was granted 971 restricted stock units. These restricted stock units will vest 1/3 per year for three years.

6. On October 1, 2025, Mr. Koegel was granted 971 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.

Remarks:

	J. William Koegel, Jr.	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 the CACI insider report on Form 4 (CACI)?

The filing reports acquisitions from vesting of RSUs/PRSUs totaling 4,442 shares and dispositions of 2,101 shares at $515.16 on 10/01/2025.

How many shares does J. William Koegel Jr. beneficially own after the reported trades?

The Form 4 shows final beneficial ownership of 27,931 shares of CACI common stock, held directly.

What are the terms for the reported performance restricted stock units (PRSUs)?

The PRSUs reported were granted on 10/01/2025 and vest on the third anniversary of the grant subject to a three-year performance measure.

Do the restricted stock units (RSUs) have a vesting schedule?

Yes. The RSUs disclosed vest 1/3 per year over three years for the grants referenced in the filing.

At what price were shares disposed of in the filing?

Dispositions shown on the Form 4 occurred at $515.16 per share.