Form 4: CACI CFO MacLauchlan Reports Equity Transactions

CACI International's Chief Financial Officer, Jeffrey D. MacLauchlan, reported the vesting of restricted stock units and new equity grants on October 1, 2025.

Summary

• Jeffrey D. MacLauchlan, CACI International Inc's Chief Financial Officer, reported multiple equity transactions on October 1, 2025, including the vesting of previously granted equity awards and new grants.
• Acquired a total of 3,334 shares of CACI Common Stock through the vesting of Restricted Stock Units (RSUs) and Performance Restricted Stock Units (PRSUs). This includes 1,325 shares from a 2022 PRSU grant, indicating performance achievement that resulted in a payout exceeding the initial target of 862 units.
• Disposed of 1,637 shares of CACI Common Stock at a price of $515.16 per share to cover tax withholding obligations related to the vested units.
• Received new grants of 1,942 Performance Restricted Stock Units (PRSUs) and 1,941 Restricted Stock Units (RSUs).
• Following these transactions, MacLauchlan directly holds 4,331 shares of CACI Common Stock.
• Remaining unvested derivative securities include 1,062 RSUs from the October 1, 2023 grant and 1,319 RSUs from the October 1, 2024 grant, in addition to the newly granted units.

Sentiment

Score: 7

Explanation: The filing indicates routine executive compensation activities, including vesting of prior awards and new grants, which are generally positive for aligning management incentives with shareholder interests. The disposition for tax purposes is a standard event and not indicative of negative sentiment.

Positives

• Vesting of 3,334 shares of common stock indicates successful achievement of prior performance metrics and/or continued employment.
• The vesting of 1,325 Performance Restricted Stock Units from the 2022 grant, which exceeded the initial target of 862 units, suggests strong company performance over the three-year period.
• New grants of 1,942 Performance Restricted Stock Units and 1,941 Restricted Stock Units demonstrate ongoing commitment and incentive alignment between the CFO and the company.
• The increase in direct beneficial ownership of common stock by 1,697 shares (3,334 acquired 1,637 disposed) strengthens the CFO's equity stake in the company.

Negatives

• Disposition of 1,637 shares for tax withholding reduces the immediate increase in direct beneficial ownership.

Future Outlook

Future vesting events are scheduled for the newly granted 1,942 Performance Restricted Stock Units (PRSUs) on the third anniversary of the grant date, contingent on performance, and for the 1,941 Restricted Stock Units (RSUs) at a rate of one-third per year over three years. Remaining unvested RSUs from previous grants will also continue to vest annually.

Industry Context

This filing reflects standard executive compensation practices within the government contracting and technology services industry, where equity awards like RSUs and PRSUs are commonly used to align executive incentives with long-term shareholder value and retain key talent.

Comparison to Industry Standards

• The use of restricted stock units and performance-based awards is a common practice in executive compensation across the defense and government services sector, including companies like Leidos Holdings, Booz Allen Hamilton, and General Dynamics.
• These structures aim to incentivize long-term performance and retention, aligning executive interests with shareholder returns.
• The specific grant sizes and vesting schedules are typical for a Chief Financial Officer at a company of CACI's size and market position, reflecting competitive compensation benchmarks within the industry.

Stakeholder Impact

• Shareholders: Increased alignment of CFO's interests with shareholder value through equity ownership and performance-based incentives.
• Employees: Reflects standard executive compensation practices, potentially setting a precedent for other senior management.
• Management: Provides significant long-term incentives and compensation for the Chief Financial Officer.

Next Steps

• Vesting of 1,942 Performance Restricted Stock Units on the third anniversary of October 1, 2025, subject to performance.
• Annual vesting of 1,941 Restricted Stock Units over three years, starting from October 1, 2025.
• Continued annual vesting of remaining 1,062 Restricted Stock Units from the October 1, 2023 grant.
• Continued annual vesting of remaining 1,319 Restricted Stock Units from the October 1, 2024 grant.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to executive compensation, specifically the vesting of equity awards and new grants, along with tax-related dispositions. Such transactions are expected and do not typically provide new fundamental information that would warrant a change in investment recommendation. The increased equity stake for the CFO is a positive for long-term alignment but not a catalyst for immediate action.

Keywords

CACI International, CACI, Jeffrey D. MacLauchlan, Chief Financial Officer, Form 4, Insider Trading, Restricted Stock Units, Performance Restricted Stock Units, Equity Compensation, Stock Vesting, Tax Withholding