8-K

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): December 24, 2025

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CACI International Inc

(Exact name of Registrant as Specified in Its Charter)

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Delaware	001-31400	54-1345888
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12021 Sunset Hills Road Reston, Virginia	20190
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (703) 841-7800

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

_________________________________________

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 (see General Instructions A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CACI	New York Stock Exchange

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 o

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 o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 24, 2025, William L. Jews notified CACI International Inc (the “Company”) of his intention to resign from the board of directors of the Company (the “Board”) effective December 31, 2025. Mr. Jews’ resignation was not the result of a disagreement on any matter related to the Company’s operations, policies or practices.

On December 29, 2025, the Board appointed Michael Gilday and David Keffer to the Board effective January 1, 2026 to fill the vacancies that resulted from Mr. Jews’ resignation and the passing of Michael A. Daniels (as reported on July 15, 2025).

The Board has determined that Mr. Gilday and Mr. Keffer meet the applicable independence requirements of the New York Stock Exchange and are independent of the Company. Mr. Gilday and Mr. Keffer will serve initial terms that expire at the Company’s next annual meeting of shareholders.

There are no arrangements or understandings between Mr. Gilday and Mr. Keffer and any other person pursuant to which they were elected to serve as a director, nor are there related party transactions requiring disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Mr. Gilday and Mr. Keffer will be compensated in accordance with the Company’s compensation program for its non-employee directors as disclosed in the Company’s proxy statements.

A copy of the press release announcing the appointments is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statement and Exhibits.

Exhibit Number	Description
99.1	Press Release dated December 30, 2025.
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.

	CACI International Inc
Date: December 30, 2025	By:	s/ J. William Koegel, Jr.
		J. William Koegel, Jr.
		Executive Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

CACI Appoints Michael Gilday and David Keffer to its Board of Directors

Reston, Va., Dec. 30, 2025 – CACI International Inc (NYSE: CACI) announced today that Adm. Michael Gilday, U.S. Navy (Ret.), and David Keffer have been appointed to its Board of Directors, effective Jan. 1, 2026. Each will serve as an independent director on CACI’s board, both joining following the death of Michael A. Daniels in July 2025, and the resignation of William L. Jews, effective Dec. 31, 2025.

“We are pleased to welcome Mike and Dave to our board,” said CACI Board Chair Lisa Disbrow. “Their extensive leadership experience and defense sector knowledge will strengthen CACI’s continued ability to drive shareholder value while delivering solutions to the nation’s most complex challenges. Admiral Gilday brings more than three decades of experience as a U.S. Navy surface warfare officer with significant knowledge in unmanned surface vehicles, and Dave is an impressive financial leader with a cross-functional background and experience in senior executive roles. These latest additions to the board ensure that CACI remains vigilant in our resolve to address new and emerging national security threats.”

Disbrow continued, “We sincerely thank Bill Jews for his dedication over nearly 13 years. As Chair of CACI’s Audit Committee, he brought strong leadership, high ethics, and superb judgment. His leadership has made a lasting difference. We wish him continued success in his future endeavors.”

Gilday, who most recently retired as the 32nd Chief of Naval Operations, brings a distinguished career in the Navy, including leadership roles on the Joint Staff, at NATO, and at U.S. Cyber Command. He is the recipient of the Defense Distinguished Service Medal, Distinguished Service Medal, Defense Superior Service Medal (four awards), Legion of Merit (three awards), Bronze Star, Navy and Marine Corps Commendation Medal with Combat “V,” and the Combat Action Ribbon. He holds master’s degrees from the Harvard Kennedy School and the National War College.

Keffer joins CACI’s board after retiring in 2024 from his most recent position as corporate vice president and chief financial officer for Northrop Grumman. Prior to this role, he served as a general partner at Blue Delta Capital Partners. He held previous roles, including CFO at CSRA, Inc., where he helped shepherd the company’s multibillion-dollar sale to General Dynamics in 2018. He was also the CFO for SRA International after serving as corporate controller. Keffer holds a bachelor’s degree in finance from Georgetown University and a master’s degree in business administration from the University of Virginia’s Darden School of Business. He serves on the Board of Trustees for the National Capital Area chapter of the Leukemia and Lymphoma Society.

About CACI

CACI International Inc (NYSE: CACI) is a national security company with 25,000 talented employees who are Ever Vigilant in expanding the limits of national security. We ensure our customers’ success by delivering differentiated technology and distinctive expertise to accelerate innovation, drive speed and efficiency, and rapidly anticipate and eliminate threats. Our culture drives our success and earns us recognition as a Fortune World's Most Admired Company. We are members of the Fortune 500™, the Russell 1000 Index, and the S&P MidCap 400 Index. For more information, visit us at caci.com.

There are statements made herein which do not address historical facts, and therefore could be interpreted to be forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are subject to factors that could cause actual results to differ materially from anticipated results. The factors that could cause actual results to differ materially

from those anticipated include, but are not limited to, the risk factors set forth in CACI’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, and other such filings that CACI makes with the Securities and Exchange Commission from time to time. Any forward-looking statements should not be unduly relied upon and only speak as of the date hereof.

Corporate Communications and Media:	Investor Relations:
Gino Bona, Executive Vice President, Corporate Communications	George Price, Senior Vice President, Investor Relations
(571) 597-2787, gino.bona@caci.com	(703) 841-7818, george.price@caci.com

XML

Cover	Jul. 14, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 24, 2025
Entity Registrant Name	CACI International Inc
Entity Incorporation, State or Country Code	DE
Entity File Number	001-31400
Entity Tax Identification Number	54-1345888
Entity Address, Address Line One	12021 Sunset Hills Road
Entity Address, City or Town	Reston
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	20190
City Area Code	703
Local Phone Number	841-7800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	CACI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000016058
Amendment Flag	false