Wasatch Advisors (ICFI) files amendment showing 6.4% stake in ICF International

Rhea-AI Filing Summary

ICF International Inc. Schedule 13G/A amendment shows Wasatch Advisors beneficially owns 1,174,850 shares of Common Stock, equal to 6.4% of the class. The filing reports sole voting power for 850,129 shares and sole dispositive power for 1,174,850 shares. The form is signed by Mike Yeates, CEO, dated 04/06/2026.

Insights

Governance Analyst

Wasatch Advisors reports a meaningful passive stake of 6.4% in ICF International.

Wasatch's 1,174,850-share holding, disclosed on an amended Schedule 13G/A, indicates a sizable passive ownership position rather than an activist Schedule 13D filing. The filing lists specific voting and dispositive powers, which clarify control mechanics.

Watch subsequent filings for any shift to a 13D or additional amendments; timing and form changes would signal a change in intent.

Portfolio Manager

The stake size (6.4%) is notable but not controlling; holdings imply a large institutional position.

With sole dispositive power over 1,174,850 shares, Wasatch can direct sales or transfers, subject to fiduciary and regulatory constraints. The split between voting and dispositive power (850,129 votes) is explicit in the filing.

This disclosure provides a clear baseline of institutional ownership; further trading activity would appear in later amendments or Form 13F/13G updates.

Key Figures

Beneficially owned: 1,174,850 shares Percent of class: 6.4% Sole voting power: 850,129 shares +2 more

5 metrics

Beneficially owned 1,174,850 shares Schedule 13G/A amendment

Percent of class 6.4% percent of common stock beneficially owned

Sole voting power 850,129 shares shares with sole power to vote

Sole dispositive power 1,174,850 shares shares with sole power to dispose

Filing signature date 04/06/2026 signature date on amendment

Key Terms

Schedule 13G/A, Beneficially owned, Sole dispositive power, Sole voting power

4 terms

Schedule 13G/A regulatory

"Amendment No. 4 to a Schedule 13G/A reporting beneficial ownership"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

Beneficially owned regulatory

"Amount beneficially owned: 1,174,850 (b) Percent of class: 6.4 %"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole dispositive power regulatory

"Sole power to dispose or to direct the disposition of: 1,174,850"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Sole voting power regulatory

"Sole power to vote or to direct the vote: 850,129"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

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

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Accepted by SEC EDGAR 04/06/2026 - 05:49 PM Learn about SEC filing dates

FAQ

What stake does Wasatch Advisors report in ICF (ICFI)?

Wasatch Advisors reports beneficial ownership of 1,174,850 shares, representing 6.4% of ICF's common stock. The Schedule 13G/A amendment lists voting and dispositive powers and is signed on 04/06/2026.

How many shares does Wasatch control voting rights for in ICF?

Wasatch Advisors has sole voting power over 850,129 shares of ICF common stock. The filing separates sole voting power and dispositive power in the ownership section.

Does the filing show Wasatch has dispositive power over ICF shares?

Yes — the Schedule 13G/A reports Wasatch holds sole dispositive power for 1,174,850 shares, indicating they can direct disposition of those shares.

Is this filing an activist move or a passive disclosure?

This is an amended Schedule 13G/A, which typically reflects passive institutional holdings rather than an activist 13D. The form signals disclosure of ownership, not a change in control intent.

Who signed the Schedule 13G/A amendment for Wasatch Advisors?

The amendment is signed by Mike Yeates, CEO, with the signature date shown as 04/06/2026. The cover lists the filing amendment number and issuer details.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

ICF International Inc

(Name of Issuer)

COM

(Title of Class of Securities)

44925C103

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 44925C103

1

Names of Reporting Persons

Wasatch Advisors LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 850,129.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,174,850.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,174,850.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.4 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: ICF International Inc
(b)	Address of issuer's principal executive offices: 1902 RESTON METRO PLAZA, RESTON, US-VA, 20190, US
Item 2.
(a)	Name of person filing: Wasatch Advisors LP
(b)	Address or principal business office or, if none, residence: 505 Wakara Way, 3rd Floor, Salt Lake City, 84108, United States
(c)	Citizenship: DELAWARE
(d)	Title of class of securities: COM
(e)	CUSIP No.:
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,174,850
(b)	Percent of class: 6.4 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 850,129
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,174,850
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Wasatch Advisors LP

Signature:	Mike Yeates
Name/Title:	CEO
Date:	04/06/2026