[SCHEDULE 13G] ICF International, Inc. Passive Investment Disclosure (>5%)
FMR LLC discloses 6.4% stake in ICF International
FMR LLC, a Delaware entity, and Abigail P. Johnson report beneficial ownership of common stock of ICF International, Inc. FMR LLC reports beneficial ownership of 1,157,354.33 shares of common stock, representing 6.4% of the class as of June 30, 2026.
FMR LLC, a Delaware entity, and Abigail P. Johnson report beneficial ownership of common stock of ICF International, Inc. FMR LLC reports beneficial ownership of 1,157,354.33 shares of common stock, representing 6.4% of the class as of June 30, 2026. FMR LLC has sole dispositive power over 1,157,354.33 shares and sole voting power over 1,157,073 shares, with no shared voting or dispositive power. Abigail P. Johnson is reported as having sole dispositive power over the same 1,157,354.33 shares and no voting power, reflecting her position in relation to FMR LLC and its subsidiaries. One or more other persons may have rights to receive dividends or sale proceeds from these securities, but no such person holds more than five percent of the total outstanding common stock.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:1,157,354.33 sharesPercent of class:6.4 %Sole voting power:1,157,073.00 shares+3 more
6 metrics
Shares beneficially owned1,157,354.33 sharesAmount beneficially owned by FMR LLC and Abigail P. Johnson
Percent of class6.4 %Percentage of ICF International, Inc. common stock class
Sole voting power1,157,073.00 sharesShares over which FMR LLC has sole power to vote
Sole dispositive power1,157,354.33 sharesShares over which FMR LLC has sole power to dispose
Shared voting power0.00Shares with shared power to vote or direct the vote
Shared dispositive power0.00Shares with shared power to dispose or direct disposition
Key Terms
beneficially owned, Sole Dispositive Power, Sole Voting Power, parent holding company, +1 more
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 Powerfinancial
"7 | Sole Dispositive Power 1,157,354.33"
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 Powerfinancial
"5 | Sole Voting Power 1,157,073.00"
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.
parent holding companyfinancial
"If a parent holding company has filed this schedule, pursuant to (ii)(G)"
Schedule 13Gregulatory
"Please see Exhibit 99 for 13d-1(k) (1) agreement."
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of ICFI common stock does FMR LLC report owning?
FMR LLC reports beneficial ownership of 6.4% of ICF International, Inc. common stock, equal to 1,157,354.33 shares, with sole dispositive power over all these shares and no shared voting or dispositive authority disclosed.
How many ICFI shares does FMR LLC have sole voting power over?
FMR LLC has sole voting power over 1,157,073 shares of ICF International, Inc. common stock. It reports sole dispositive power over 1,157,354.33 shares and no shared voting or dispositive power with any other party.
What is Abigail P. Johnson’s reported interest in ICFI stock?
Abigail P. Johnson is reported as having sole dispositive power over 1,157,354.33 shares of ICF International, Inc. common stock, representing 6.4% of the class, but with no sole or shared voting power over those shares.
Are there other beneficiaries of the ICFI shares held by FMR LLC?
Yes. One or more other persons may receive dividends or sale proceeds from the ICF International, Inc. common stock held, but no single person’s interest exceeds 5% of the total outstanding common stock.
Which class of ICFI securities is covered and what is the CUSIP?
The reported position covers common stock of ICF International, Inc., identified by CUSIP 44925C103. FMR LLC and Abigail P. Johnson disclose their beneficial ownership and related voting and dispositive powers over this security class.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ICF INTERNATIONAL, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
44925C103
(CUSIP Number)
06/30/2026
(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
FMR LLC
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
1,157,073.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,157,354.33
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,157,354.33
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)
HC
SCHEDULE 13G
CUSIP Number(s):
44925C103
1
Names of Reporting Persons
Abigail P. Johnson
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,157,354.33
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,157,354.33
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)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ICF INTERNATIONAL, INC.
(b)
Address of issuer's principal executive offices:
1902 RESTON METRO PLAZA,RESTON,VA,USA,20190
Item 2.
(a)
Name of person filing:
FMR LLC
(b)
Address or principal business office or, if none, residence:
245 Summer Street, Boston, Massachusetts 02210
(c)
Citizenship:
Not applicable
(d)
Title of class of securities:
COMMON STOCK
(e)
CUSIP Number(s):
44925C103
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:
1157354.33
(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:
Please see the responses to Items 5 and 6 on the cover page.
(ii) Shared power to vote or to direct the vote:
0.00
(iii) Sole power to dispose or to direct the disposition of:
1157354.33
(iv) Shared power to dispose or to direct the disposition of:
0.00
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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the COMMON STOCK of ICF INTERNATIONAL, INC.. No one other person's interest in the COMMON STOCK of ICF INTERNATIONAL, INC. is more than five percent of the total outstanding COMMON STOCK.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See attached Exhibit 99.
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.
FMR LLC
Signature:
Stephanie J. Brown
Name/Title:
Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries*
Date:
08/05/2026
Abigail P. Johnson
Signature:
Stephanie J. Brown
Name/Title:
Duly authorized under Power of Attorney effective as of January 26, 2023, by and on behalf of Abigail P. Johnson**
Date:
08/05/2026
Comments accompanying signature: * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003.
** This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 31, 2023, accession number: 0000315066-23-000038.
