STOCK TITAN
  1. Home
  2. Sec-filings
  3. ICFI
  4. [8-K] ICF International, Inc. Reports Material Event

ICF International (NASDAQ: ICFI) lifts buyback capacity to $400M total

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ICF International increased its share repurchase authorization by $100 million, raising the total program size from $300 million to $400 million. After accounting for year-to-date activity and the new authorization, the company has approximately $165 million of remaining repurchase capacity.

Year to date, ICF has repurchased about 435,000 shares for total consideration of $29 million. Repurchases of common stock may be made at management’s discretion, in line with Board parameters, through open-market or privately negotiated transactions, and the program has no specified expiration and can be changed, suspended, or discontinued at any time.

Positive

  • None.

Negative

  • None.

Insights

ICF expands buyback capacity, signaling ongoing capital returns flexibility.

ICF International’s board approved an additional $100 million for its share repurchase program, lifting total authorization to $400 million. After 2026 repurchases and the increase, the company retains $165 million of capacity, indicating room for continued buybacks alongside dividends.

Management links the higher authorization to confidence in long-term prospects, citing a substantial backlog and strong business development pipeline. Actual impact depends on how aggressively ICF uses this capacity over time, balanced against its stated priorities for organic investment and strategic acquisitions.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Buyback increase $100 million Additional share repurchase authorization approved by board
Total authorization $400 million Aggregate size of ICF share repurchase program after increase
Prior remaining authorization $65 million Unused capacity under repurchase program before $100 million increase
Remaining capacity $165 million Repurchase authority available after 2026 activity and increase
Shares repurchased YTD 435,000 shares Year-to-date common stock repurchases in 2026
Repurchase spend YTD $29 million Total consideration for 435,000 shares repurchased year to date
share repurchase program financial
"Under the repurchase program, repurchases of the Company's outstanding common stock..."
A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.
repurchase authorization financial
"The additional $100 million repurchase authorization expands on the prior program..."
A repurchase authorization is a company's official permission to buy back its own shares from the stock market. It matters because it shows the company plans to reduce the number of shares available, which can increase the value of the remaining shares and signal confidence in its future.
backlog financial
"supported by a substantial backlog and robust new business development pipeline"
A backlog is the amount of work or orders that a company has received but hasn't completed yet. It’s like a restaurant with many dishes to serve; the backlog shows how many orders are still waiting to be finished. It matters because a large backlog can indicate strong demand or potential delays in delivering products or services.
capital allocation priorities financial
"continue to execute on our other capital allocation priorities, namely organic investments..."
Capital allocation priorities are the order in which a company decides to use its financial resources, such as investing in new projects, paying dividends, reducing debt, or saving for future needs. They matter to investors because they influence a company's growth potential and financial stability, helping them understand how the business plans to grow and return value over time. Proper priorities can indicate a well-managed company focused on sustainable success.
forward-looking statements regulatory
"Statements that are not historical facts and involve known and unknown risks and uncertainties are "forward-looking statements"..."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
false 0001362004 0001362004 2026-06-25 2026-06-25
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): June 25, 2026
 
 
ICF International, Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware
001-33045
22-3661438
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)
     
1902 Reston Metro Plaza, Reston Virginia
  
20190
(Address of principal executive offices)
  
(Zip Code)
     
Registrant’s telephone number, including area code:(703) 934-3000
 
Not Applicable
(Former name or former address, if changed since last report.)
 
 
Securities registered pursuant to Section 12(b) of the Act.
 
Title of each class
Trading Symbols(s)
Name of each exchange on which registered
Common Stock
ICFI
The NASDAQ Global Select Market
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
☐ Emerging growth company
 
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
 
 
 
Item 7.01
Regulation FD Disclosure
 
On June 25, 2026, ICF International, Inc. (the “Company”) issued a press release announcing that the Company’s Board of Directors approved a $100 million increase (the "Additional Authorization") to the Company’s existing share repurchase program, increasing the aggregate authorization under the program from $300 million to $400 million. The Company is active in the market and has repurchased approximately 435,000 shares year to date, for total consideration of $29 million. After giving effect to the Additional Authorization and purchases made under the share repurchase program during calendar year 2026, approximately $165 million of repurchase authority would be available under the program. Under the repurchase program, repurchases of the Company's outstanding common stock, par value $0.001 per share ("Common Stock") will be made in accordance with applicable securities laws and may be made at management's discretion within parameters set by the Board from time to time in open market transactions, privately negotiated transactions or by other methods. The share repurchase program may be changed, suspended or discontinued by the Board at any time, does not obligate the Company to repurchase any particular amount of Common Stock, and does not have a specified expiration date.
 
The information contained in this report, including Exhibit 99.1 attached hereto, is considered to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that Section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
 
Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits
 
99.1
Press Release dated June 25, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
ICF International, Inc.
     
     
Date: June 25, 2026
By:
/s/ James Morgan                    
   
James Morgan
   
Chief Operating and Financial Officer
 
 

Exhibit 99.1

 

logop01.jpg
 NEWS RELEASE

 

ICF Announces $100 Million Increase to Share Repurchase Authorization

 

Total Repurchase Authority Now Stands At $165 Million

 

$100 Million Increase Underscores Board & Management Confidence in Long-Term Prospects

 

Year to Date, ICF has Repurchased Approximately 435,000 Shares

 

 

RESTON, Va. (June 25, 2026) — ICF (NASDAQ:ICFI), a leading global solutions and technology provider, today announced the board approved an expansion to its repurchase authorization. The additional $100 million repurchase authorization expands on the prior program, which had $65 million remaining. The company is active in the market and has repurchased approximately 435,000 shares year to date for total consideration of $29 million.

 

“The increased authorization underscores our confidence in our long-term business prospects, supported by a substantial backlog and robust new business development pipeline,” noted John Wasson, ICF chair and chief executive officer. “We will use the share repurchase program, together with our strong cash flow, to both return additional capital to shareholders via share repurchases and maintain our dividend payments, and continue to execute on our other capital allocation priorities, namely organic investments and pursuing strategic acquisitions.”

 

###

 

About ICF

ICF is a leading global solutions and technology provider. At ICF, business analysts and policy specialists work together with digital strategists, data scientists and creatives. We combine unmatched industry expertise with cutting-edge engagement capabilities to help organizations solve their most complex challenges. Since 1969, public and private sector clients have worked with ICF to navigate change and shape the future. Learn more at icf.com.

 

 
 

 

Caution Concerning Forward-looking Statements

Statements that are not historical facts and involve known and unknown risks and uncertainties are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Such statements may concern our current expectations about our future results, plans, operations and prospects and involve certain risks, including those related to the government contracting industry generally; our particular business, including our dependence on contracts with U.S. federal government agencies; and our ability to acquire and successfully integrate businesses; and various risks and uncertainties related to health epidemics, pandemics, and similar outbreaks. These and other factors that could cause our actual results to differ from those indicated in forward-looking statements that are included in the "Risk Factors" section of our securities filings with the Securities and Exchange Commission. The forward-looking statements included herein are only made as of the date hereof, and we specifically disclaim any obligation to update these statements in the future.

 

Investor Contacts:
Lynn Morgen, AdvisIRy Partners, lynn.morgen@advisiry.com, +1.212.750.5800

or

David Gold, AdvisIRy Partners, david.gold@advisiry.com, +1.212.750.5800

 

Company Information Contact:
Lauren Dyke, ICF, lauren.dyke@icf.com, +1.571.373.5577

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What change did ICF International (ICFI) make to its share repurchase program?

ICF International increased its share repurchase authorization by $100 million, raising the total program size from $300 million to $400 million. This provides additional flexibility to repurchase common stock when management and the board view it as appropriate.

How much repurchase capacity does ICF International (ICFI) currently have?

After the additional authorization and 2026 purchases, ICF International has about $165 million of repurchase authority remaining. This represents the amount the company may still use to buy back shares under its current board-approved program.

How many ICF International (ICFI) shares have been repurchased in 2026 so far?

Year to date, ICF International has repurchased approximately 435,000 shares of its common stock for total consideration of $29 million. These repurchases were made under the existing share repurchase program expanded by the latest board action.

Does ICF International (ICFI) have to use the full share repurchase authorization?

ICF International is not obligated to repurchase any specific amount of stock under the program. The board can change, suspend, or discontinue the authorization at any time, and repurchases are made at management’s discretion within board-approved parameters.

What other capital allocation priorities did ICF International (ICFI) highlight?

ICF International highlighted returning capital via share repurchases and maintaining its dividend payments, while also funding organic investments and pursuing strategic acquisitions. Management framed the increased repurchase authorization within this broader, multi-pronged capital allocation strategy.

Why did ICF International (ICFI) say it increased its repurchase authorization?

Management stated the increased authorization reflects confidence in long-term business prospects, supported by a substantial backlog and robust new business development pipeline. This connects the larger buyback capacity to the company’s expectations for ongoing contract activity and growth opportunities.

Filing Exhibits & Attachments

5 documents

Press Releases

Other Documents