Form 4: CACI EVP Koegel Reports Routine Equity Transactions

CACI International's EVP and General Counsel, J. William Koegel Jr., reported the vesting of restricted stock units and new equity grants on October 1, 2025.

Summary

• J. William Koegel Jr., EVP, General Counsel of CACI International Inc, reported multiple transactions involving CACI Common Stock on October 1, 2025.
• Acquired a total of 4,442 shares of CACI Common Stock through the vesting of performance restricted stock units (PRSUs) and restricted stock units (RSUs) from grants made in 2022, 2023, and 2024.
• Disposed of a total of 2,101 shares of CACI Common Stock at a price of $515.16 per share, primarily to cover tax obligations related to the vesting events.
• Received new grants of 971 Restricted Stock Units (RSUs) and 971 Performance Restricted Stock Units (PRSUs) on October 1, 2025.
• Following these transactions, beneficial ownership of CACI Common Stock was 27,931 shares.
• Beneficial ownership of derivative securities includes 971 new RSUs and 971 new PRSUs.

Sentiment

Score: 5

Explanation: The filing reports routine executive equity compensation events, including vesting, tax-related sales, and new grants. These are standard occurrences and do not indicate a significant positive or negative shift in company fundamentals or outlook.

Positives

• New grants of 971 Restricted Stock Units (RSUs) and 971 Performance Restricted Stock Units (PRSUs) align executive interests with long-term company performance.
• The vesting of previously granted equity awards demonstrates the achievement of performance measures and/or continued service.

Negatives

• Disposition of 2,101 shares of common stock for tax withholding purposes reduces direct beneficial ownership, which is a standard practice for equity compensation.

Risks

• Future value of equity compensation is subject to CACI's stock price fluctuations.
• Vesting of performance restricted stock units is contingent upon the achievement of specific three-year performance measures.

Future Outlook

New grants of 971 Restricted Stock Units (RSUs) will vest 1/3 per year for three years, and 971 Performance Restricted Stock Units (PRSUs) will vest on the third anniversary of the grant date based on the achievement of a three-year performance measure.

Industry Context

Executive equity compensation, including the use of Restricted Stock Units (RSUs) and Performance Restricted Stock Units (PRSUs) with multi-year vesting schedules and tax-related share dispositions, is a standard practice across publicly traded companies, particularly within the government contracting and technology services sectors where CACI operates. This filing reflects routine compensation events.

Comparison to Industry Standards

• The structure of equity compensation, involving both time-based (RSUs) and performance-based (PRSUs) vesting, is consistent with common practices in the industry to incentivize long-term executive performance and retention.
• The disposition of shares to cover tax obligations upon vesting is a standard and expected component of executive equity compensation plans across comparable companies.

Stakeholder Impact

• Shareholders: Routine executive compensation disclosures provide transparency into management's equity holdings and compensation structure, which is generally expected.
• Employees: No direct impact on general employees is indicated by this filing.
• Management: The executive's compensation package is maintained and updated with new equity grants, aligning their interests with company performance.

Next Steps

• Future vesting of the 971 Restricted Stock Units (RSUs) granted on October 1, 2025, will occur 1/3 per year for three years.
• Future vesting of the 971 Performance Restricted Stock Units (PRSUs) granted on October 1, 2025, will occur on the third anniversary of the grant date, contingent on performance.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to executive equity compensation, including vesting of prior grants, tax-related share dispositions, and new equity awards. It does not contain new fundamental information about the company's operations, financial performance, or strategic direction that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate, assuming no other material information has been released.

Keywords

CACI, Form 4, Insider Transaction, Equity Compensation, Restricted Stock Units, Performance Restricted Stock Units, Executive Compensation, Stock Vesting