ICF International updates $600M credit facilities

ICF International, Inc. amended and restated its main bank financing on April 10, 2026.

Rhea-AI Filing Summary

ICF International, Inc. amended and restated its main bank financing on April 10, 2026. The new agreement maintains a $600.0 million revolving credit facility, including a $100 million letter of credit sublimit and a $75 million swingline sublimit, and increases the term loan facility to $450.0 million.

ICF also maintains a $400 million delayed draw term loan facility and expands its incremental facility to the greater of $300.0 million or 100% of Consolidated EBITDA, plus certain voluntary prepayments. The covenant now uses a maximum Consolidated Net Leverage Ratio of 4.50 to 1.00, with a temporary step-up to 5.00 to 1.00 after a “Material Permitted Acquisition,” and extends the facility’s maturity to April 10, 2031. The credit facilities are secured by a first-priority security interest in substantially all assets of the borrowers and their material domestic subsidiaries.

Insights

Corporate credit and capital structure analyst

ICF refinances and modestly upsizes its secured credit facilities through 2031.

The company keeps a sizeable $600.0 million revolving credit facility while increasing its term loan to $450.0 million and retaining a $400 million delayed draw term loan. This provides a large committed bank lending base under one coordinated agreement.

The shift to a maximum Consolidated Net Leverage Ratio of 4.50 to 1.00 (with temporary 5.00% allowance after a “Material Permitted Acquisition”) ties covenants to net debt after Unrestricted Cash. The maturity extension to April 10, 2031 lengthens the company’s secured debt runway.

The facilities are secured by a first-priority lien on substantially all assets of the borrowers and key domestic subsidiaries, indicating senior lenders’ priority in a downside scenario. Actual utilization and any acquisitions triggering the higher leverage cushion would be visible in future company filings.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Revolving credit facility: $600.0 million Letter of credit sublimit: $100 million Swingline sublimit: $75 million +5 more

8 metrics

Revolving credit facility $600.0 million Size of revolving credit facility under Amended and Restated Credit Agreement

Letter of credit sublimit $100 million Sublimit for letters of credit within revolver

Swingline sublimit $75 million Swingline loan sublimit within revolver

Term loan facility $450.0 million Increased from $300.0 million under prior credit agreement

Delayed draw term loan $400 million Maintained delayed draw term loan facility

Incremental facility cap Greater of $300.0 million or 100% of Consolidated EBITDA Plus amounts of voluntary prepayments of Term Loans and Delayed Draw Term Loans

Max Consolidated Net Leverage Ratio 4.50 to 1.00 With temporary increase to 5.00 to 1.00 after Material Permitted Acquisition

Facility maturity date April 10, 2031 Extended maturity of amended and restated credit facilities

Key Terms

revolving credit facility, delayed draw term loan facility, Consolidated Net Leverage Ratio, Material Permitted Acquisition, +2 more

6 terms

revolving credit facility financial

"Maintain a $600.0 million revolving credit facility, inclusive of a $100 million sublimit"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

delayed draw term loan facility financial

"Maintain a $400 million delayed draw term loan facility;"

A delayed draw term loan facility is a committed loan that a borrower can tap in one or more installments at specified future times after meeting agreed conditions, rather than receiving the full amount upfront. For investors it matters because it provides a ready source of cash that can change a company’s financial strength, leverage and interest costs when drawn—similar to having a reserved credit line you can use later, which affects liquidity and the risk profile of the business.

Consolidated Net Leverage Ratio financial

"replace the existing maximum Consolidated Leverage Ratio covenant with a maximum Consolidated Net Leverage Ratio covenant"

The consolidated net leverage ratio measures how much debt a company carries compared with the cash it generates from core operations, calculated by taking total borrowings minus cash and dividing by annual operating profit. Like comparing a household’s mortgage balance to its yearly income, it tells investors how many years of operating profit would be needed to pay off net debt and thus gauges financial risk, flexibility to invest, and capacity to weather downturns.

Material Permitted Acquisition financial

"temporary increases to 5.00 to 1.00 for the three fiscal quarters following a “Material Permitted Acquisition”"

first-priority security interest financial

"secured by a first-priority security interest in substantially all of the assets of the Borrowers"

A first-priority security interest is a lender’s legal claim that is at the front of the line to be paid from specific collateral if a borrower defaults or goes bankrupt. Investors care because holding first priority means a higher chance of recovering money compared with lower-ranked creditors, similar to having the first ticket in a queue: you get served before others and face less risk of loss if the asset’s value is limited.

incremental credit facility financial

"Increase the existing incremental credit facility from an aggregate principal amount of not more than $300.0 million"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did ICF International (ICFI) change in its credit facilities on April 10, 2026?

ICF International entered into an Amended and Restated Credit Agreement that maintains a $600.0 million revolving facility, increases the term loan to $450.0 million, keeps a $400 million delayed draw term loan, revises leverage covenants, and extends maturity to April 10, 2031.

How large is ICF International’s revolving credit facility under the new agreement?

The revolving credit facility is $600.0 million. Within this, there is a $100 million sublimit for letters of credit and a $75 million swingline sublimit, giving the company committed short-term and contingent liquidity options under a single syndicated bank facility.

What are the key term loan components in ICF International’s amended credit agreement?

The agreement increases the main term loan facility from $300.0 million to $450.0 million and maintains a separate $400 million delayed draw term loan facility, providing both immediate term debt and additional committed capacity that can be drawn later as permitted by the agreement.

What leverage covenant applies to ICF International under the new credit agreement?

The agreement replaces the prior maximum Consolidated Leverage Ratio with a maximum Consolidated Net Leverage Ratio of 4.50 to 1.00, with temporary increases to 5.00 to 1.00 for the three fiscal quarters following a “Material Permitted Acquisition,” aligning covenants with net debt after Unrestricted Cash.

When does ICF International’s amended credit facility mature?

The amended and restated credit facility’s maturity date is extended to April 10, 2031. This longer term gives ICF International an extended secured debt horizon under the revised agreement with its lending syndicate led by PNC Bank, BOFA Securities, and Wells Fargo Securities.

How is ICF International’s amended credit agreement secured?

The obligations of the borrowers are secured by a first-priority security interest in substantially all assets of the borrowers and their material domestic subsidiaries, giving lenders a senior claim on these assets under the Amended and Restated Credit Agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/16/2026 - 04:12 PM EDT Learn about SEC filing dates

false 0001362004 0001362004 2026-04-10 2026-04-10

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): April 10, 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		22031
(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.

¹Item 1.01 Entry into a Material Definitive Agreement

On April 10, 2026, ICF International, Inc. (the “Company” or “ICF”) and its direct, wholly owned subsidiary, ICF Consulting Group, Inc. (jointly, the “Borrowers”), entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) with PNC Bank, National Association as administrative agent, BOFA Securities, Inc., and Wells Fargo Securities, LLC as the joint lead arrangers, certain other financial institutions as lenders, and certain guarantors party thereto. The Amended and Restated Credit Agreement amends and restates in its entirety the Amended and Restated Credit Agreement, dated as of May 6, 2022 (as amended, the “Existing Credit Agreement”). Capitalized terms not defined herein shall have the meaning set forth in the Amended and Restated Credit Agreement.

The Amended and Restated Credit Agreement amends and restates the Existing Credit Agreement to, among other things:

	●	Maintain a $600.0 million revolving credit facility, inclusive of a $100 million sublimit for letters of credit and a $75 million swingline sublimit;
	●	Increase the term loan facility from $300.0 million to $450.0 million;
	●	Maintain a $400 million delayed draw term loan facility;
	●	Increase the existing incremental credit facility from an aggregate principal amount of not more than $300.0 million, to an aggregate principal amount not to exceed the greater of (i) $300.0 million and (ii) 100% of Consolidated EBIDTA, plus the amounts of voluntary prepayments of Term Loans and Delayed Draw Term Loans;
	●	Amend the definition of “Consolidated Indebtedness” to net Unrestricted Cash and replace the existing maximum Consolidated Leverage Ratio covenant with a maximum Consolidated Net Leverage Ratio covenant, which is maintained at a maximum of 4.50 to 1.00 (with temporary increases to 5.00 to 1.00 for the three fiscal quarters following a “Material Permitted Acquisition”);
	●	Extend the maturity date of the facility until April 10, 2031; and
	●	Modify certain definitions and covenants.

The obligations of the Borrowers under the Amended and Restated Credit Agreement are secured by a first-priority security interest in substantially all of the assets of the Borrowers and their material domestic subsidiaries.

The foregoing description of the Amended and Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Credit Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1*	Amended and Restated Credit Agreement, dated April 10, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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 thereunto duly authorized.

	ICF International, Inc.
Date: April 16, 2026	By:	/s/ James E. Daniel
		James E. Daniel
		Executive Vice President and General Counsel

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 1.3 MB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB