ICF International, Inc. filings document the regulatory record of a Nasdaq-listed professional services and technology company serving government and commercial clients. Form 8-K reports cover financial results, earnings-call notices, quarterly dividend declarations, Regulation FD communications, executive appointments and material agreements, including credit arrangements involving ICF and ICF Consulting Group.
Proxy materials disclose board elections, advisory executive compensation votes, equity incentive plans, auditor ratification and annual-meeting governance matters. The company’s filings also identify its common stock listing on The Nasdaq Global Select Market and provide formal disclosure around capital structure, financing arrangements, governance and recurring operating performance updates.
ICF International, Inc. (ICFI) Chief Operating Officer Morgan James C M reported the vesting of a performance share award on January 20, 2026. A total of 5,906 shares of common stock were acquired at a price of $0.0000 per share, reflecting the vesting of a 2023 performance share award after required performance criteria were achieved.
On the same date, 1,532 shares underlying the vested performance shares were withheld at $94.53 per share to pay related tax liabilities. Following these transactions, the COO directly holds 44,078 shares of ICF International common stock.
ICF International CEO & President John Wasson reported equity compensation activity involving ICF International, Inc. common stock. On January 20, 2026, he acquired 17,272 shares of common stock at $0.0000 per share, reflecting the vesting of a 2023 performance share award after performance criteria were met. On the same date, 6,283 shares from the vested performance shares were withheld at $94.53 per share to cover related tax obligations.
After these transactions, Wasson held 11,220 common shares directly. He also had indirect holdings of 716 shares through his spouse, 12,739 shares through the John M. Wasson Remainder Trust 2022, and 79,134 shares through the John M. Wasson Revocable Trust.
ICF International, Inc. reported that it plans to release its fourth quarter and full year 2025 earnings results after the market closes on February 26, 2026. The company also scheduled a conference call for 4:30 p.m. Eastern Time on the same day to discuss these results.
Details on how to participate in the call are provided in a news release dated January 15, 2026, which is included as an exhibit to this report.
ICF International (ICFI) director reported open-market purchases of common stock. On 11/14/2025, the director bought 346 shares at $78.20 and 154 shares at $78.00. On 11/17/2025, the director bought an additional 500 shares at $77.00. After these transactions, the director beneficially owned 20,474 shares of ICF International common stock, held directly. The purchases were described as open market transactions made in accordance with the company’s trading policies.
ICF International (ICFI) reported an insider transaction by an Executive Vice President. On 11/07/2025, the officer exercised derivative securities and acquired 980 shares of common stock (Code M), followed by a disposition of 306 shares at $81.81 per share (Code F). After these transactions, the officer beneficially owned 6,717 common shares.
The filing also shows 11,100 restricted stock units beneficially owned following the reported transactions. A footnote states the exercise price for the restricted stock unit exercise was $81.81, and another footnote notes the activity represents the second vesting anniversary (25%) of RSUs granted under the 2018 Omnibus Incentive Plan, as amended.
ICF International (ICFI) reported Q3 2025 results. Revenue was $465.4 million versus $517.0 million a year ago, with net income of $23.8 million and diluted EPS of $1.28. Operating income was $38.4 million. Government clients represented 66% of revenue, while commercial clients were 34%. By contract type, fixed-price was 49%, time-and-materials 44%, and cost-based 7%.
Cash and cash equivalents were $3.99 million, with restricted cash of $49.94 million. Long-term debt was $449.4 million; the company had $501.6 million of unused capacity on its $600.0 million revolver. The average borrowing rate was 5.7% in Q3, or 5.5% including interest rate swaps. Shares outstanding were 18,435,932 as of October 24, 2025.
Unfulfilled performance obligations were $0.9 billion versus $1.3 billion at year-end, reflecting about $0.3 billion removed due to termination-for-convenience notices. The company also noted a $418.2 million reduction in backlog during the nine months ended September 30, 2025. Net cash provided by operating activities was $66.2 million for the nine-month period.
ICF International (ICFI) announced leadership changes. Effective January 1, 2026, Anne Choate will become President, reporting to CEO and Chair John Wasson. Her compensation will adjust to a $600,000 base salary, a target short‑term incentive equal to 100% of base salary, and a target long‑term incentive equal to 150% of base salary.
James Morgan will assume the combined role of Chief Operating and Financial Officer, also effective January 1, 2026. His base salary will increase to $700,000, and his target short‑term incentive will rise to 100% of base salary. Morgan has served as COO since June 2022 and previously served as CFO from 2012 to February 2020.
These changes accompany CFO Barry Broadus’s planned retirement following the filing of the company’s Form 10‑K for the fiscal year ended December 31, 2025. Under a transition agreement dated October 30, 2025, he will serve as Senior Advisor full‑time until April 1, 2026, and thereafter part‑time at $250 per hour until the earlier of January 31, 2027 or termination. He will not receive severance, and existing equity awards will continue to vest per their terms.
ICF International (ICFI) reported that it announced financial results for the third quarter ended September 30, 2025, via a furnished press release (Exhibit 99.1).
The Board approved a temporary 20% reduction in annual base salaries for named executive officers during a period approximately equal to the length of the U.S. Government temporary shutdown, and the lost wages will not be paid. Examples of the temporary reduced annual base salary levels include John Wasson: $831,251.20 and Barry Broadus: $411,840.00.
The Board also declared a quarterly cash dividend of $0.14 per share, payable on January 9, 2026 to stockholders of record as of December 5, 2025. Future dividends remain at the Board’s discretion based on earnings, financial conditions, and other factors.
Insider sale under a pre-established plan: The Form 4 shows Chief Operating Officer Morgan James C. M. sold 2,400 shares of ICF International (ICFI) on 10/02/2025 at a weighted-average price of $95.1943 per share. After the sale the reporting person beneficially owned 39,704 shares. The filing states the transactions were executed under a Rule 10b5-1 trading plan adopted earlier and amended on 05/27/2025, and that the reported price is a weighted average of multiple sales between $95.00 and $95.38. The Form is signed by an attorney-in-fact on 10/06/2025.
Reporting person: Morgan James C M, identified as an officer (Chief Operating Officer) of ICF International, Inc. (ICFI). The Form 4 shows a sale of 100 shares of common stock on 09/25/2025 at a reported price of $95 per share. After the reported transaction the reporting person beneficially owned 42,104 shares, held directly. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person and amended on May 27, 2025. The form is signed by an attorney-in-fact, James E. Daniel, dated 09/29/2025.