Form 4: CACI CEO Mengucci Reports Future Stock Transactions

CACI International CEO John S. Mengucci reported the future vesting and acquisition of common stock, along with new RSU and PRSU grants, effective October 1, 2025.

Summary

• John S. Mengucci, President & CEO and Director of CACI International Inc. (CACI), reported multiple transactions involving company common stock and derivative securities.
• On October 1, 2025, Mengucci acquired a total of 33,519 shares of CACI common stock through the vesting of previously granted Restricted Stock Units (RSUs) and Performance Restricted Stock Units (PRSUs).
• Concurrently, 15,119 shares of CACI common stock were disposed of at a price of $515.16 per share to cover tax withholding obligations related to the vested awards.
• Mengucci's direct beneficial ownership of CACI common stock following these transactions will be 119,936 shares.
• New grants on October 1, 2025, include 12,618 Performance Restricted Stock Units (PRSUs) and 12,617 Restricted Stock Units (RSUs).
• The 2025 PRSUs will vest on the third anniversary of the grant date based on a three-year performance measure.
• The 2025 RSUs will vest 1/3 per year over three years.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While the transactions are routine, the continued granting of performance-based equity awards to the CEO indicates ongoing commitment to long-term performance and executive retention, which is generally viewed favorably by investors. The disposition for tax purposes is a neutral, expected event.

Positives

• The grants of new Restricted Stock Units (RSUs) and Performance Restricted Stock Units (PRSUs) align management's interests with long-term shareholder value through performance-based incentives.
• The vesting of previous awards demonstrates the company's commitment to its executive compensation structure and the achievement of past performance metrics.

Negatives

• A portion of the vested shares were sold to cover tax obligations, which is a routine event but represents a reduction in direct share ownership.

Future Outlook

The filing indicates future vesting events for the newly granted 2025 Performance Restricted Stock Units (PRSUs) on their third anniversary (October 1, 2028) based on performance, and for the 2025 Restricted Stock Units (RSUs) which will vest 1/3 per year over the next three years (October 1, 2026, October 1, 2027, and October 1, 2028). Additionally, remaining portions of the 2023 and 2024 RSU grants are scheduled to vest in subsequent years.

Industry Context

This filing reflects routine executive compensation practices common in the government contracting and technology services industry, where long-term incentive plans like RSUs and PRSUs are used to attract, retain, and motivate key executives by aligning their compensation with company performance and shareholder returns.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) and Performance Restricted Stock Units (PRSUs) as a significant component of executive compensation is a standard practice across the defense and government services sector, comparable to companies like Leidos Holdings, Inc. (LDOS) and Booz Allen Hamilton Holding Corporation (BAH).
• The multi-year vesting schedules (e.g., 1/3 per year for three years for RSUs, or three-year performance-based vesting for PRSUs) are typical for ensuring long-term executive retention and incentivizing sustained performance, mirroring structures seen in peer companies' compensation plans.

Stakeholder Impact

• Shareholders: The grants of performance-based equity align the CEO's incentives with shareholder returns, potentially fostering long-term value creation. The vesting and subsequent sale for taxes represent a minor, expected dilution.
• Employees: The executive compensation structure sets a precedent for performance-based incentives within the company, potentially influencing broader compensation strategies.

Next Steps

• The 12,618 Performance Restricted Stock Units granted on October 1, 2025, are expected to vest on October 1, 2028, contingent on the achievement of a three-year performance measure.
• The 12,617 Restricted Stock Units granted on October 1, 2025, are expected to vest in three equal annual installments on October 1, 2026, October 1, 2027, and October 1, 2028.
• The remaining 5,575 Restricted Stock Units from the October 1, 2023, grant are expected to vest in future periods.
• The remaining 7,912 Restricted Stock Units from the October 1, 2024, grant are expected to vest in future periods.

Key Dates

Keywords

CACI, John S. Mengucci, Insider Trading, Form 4, Restricted Stock Units, Performance Restricted Stock Units, Executive Compensation, Stock Vesting, Share Ownership