Form 4: CACI Director Ryan McCarthy Granted 338 RSUs

CACI International Director Ryan D. McCarthy received a grant of 338 Restricted Stock Units, vesting quarterly through October 2026.

Summary

• Ryan D. McCarthy, a Director of CACI INTERNATIONAL INC /DE/ (CACI), was granted 338 Restricted Stock Units (RSUs) on October 16, 2025.
• The RSUs will vest according to a specific schedule: 84 shares on January 14, 2026, 84 shares on April 14, 2026, 85 shares on July 13, 2026, and 85 shares on October 11, 2026.
• The transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 7

Explanation: The grant of equity compensation to a director is generally viewed positively as it aligns management and board interests with shareholder value. The amount is not significant enough to warrant a higher score, nor does it present any material negative implications.

Positives

• The grant of Restricted Stock Units to a director aligns their interests with those of the shareholders, incentivizing long-term performance and value creation.
• Equity compensation is a standard practice to attract and retain qualified board members.

Negatives

• The future vesting of these RSUs will result in a minor increase in the outstanding share count, leading to a negligible dilutive effect on existing shareholders.

Future Outlook

The grant of Restricted Stock Units indicates a future increase in Ryan D. McCarthy's beneficial ownership of CACI common stock as the units vest over the specified schedule through October 2026.

Industry Context

The grant of Restricted Stock Units to a director is a common and widely accepted practice in corporate governance and executive compensation across various industries, including the government contracting and technology sectors where CACI operates. It serves to align the interests of board members with long-term shareholder value.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a form of equity compensation for directors is a standard practice within the U.S. public company landscape, particularly in the defense and government services industry where CACI operates.
• While the filing does not provide specific comparable companies or projects, the structure of the RSU grant and its vesting schedule are consistent with typical compensation packages designed to incentivize long-term commitment and performance.

Stakeholder Impact

• Shareholders: The grant fosters alignment between the director's financial interests and long-term shareholder value. There will be a minor, negligible dilutive effect upon vesting.
• Director (Ryan D. McCarthy): Receives equity compensation, increasing his stake and incentivizing continued service and performance.

Next Steps

• The Restricted Stock Units will vest in four tranches on January 14, 2026, April 14, 2026, July 13, 2026, and October 11, 2026, at which point the underlying CACI Common Stock will be delivered to Mr. McCarthy.

Key Dates

Recommendation

This Form 4 filing reports a routine equity grant to a director, which is a standard compensation practice. The transaction size is not material enough to significantly impact the company's valuation or alter an existing investment thesis. Therefore, it does not warrant a change in investment recommendation.

Keywords

CACI, Form 4, Restricted Stock Units, RSU, Ryan McCarthy, Director, Equity Compensation, Insider Transaction, CACI International