Form 4: CACI Executive's Equity Grants & Stock Transactions

CACI International's SVP, Corporate Controller & CAO, Eric Blazer, reported recent equity transactions including RSU and PRSU grants, and common stock activity.

Summary

• Eric Blazer, SVP, Corporate Controller & CAO of CACI International Inc, reported changes in his beneficial ownership of company securities.
• On October 1, 2025, 65 restricted stock units (RSUs) from a prior grant (October 1, 2024) vested and were converted into 65 shares of CACI Common Stock.
• Concurrently, 20 shares of CACI Common Stock were disposed of at a price of $515.16 per share, primarily to cover tax obligations related to the RSU vesting.
• Mr. Blazer was granted 194 new restricted stock units (RSUs) on October 1, 2025, which will vest 1/3 per year over the next three years.
• Additionally, on October 1, 2025, he received a grant of 195 performance restricted stock units (PRSUs), which are scheduled to vest on the third anniversary of the grant date, contingent on achieving specific three-year performance measures.
• Following these transactions, Mr. Blazer directly holds 112 shares of CACI Common Stock, 194 Restricted Stock Units, and 195 Performance Restricted Stock Units.

Sentiment

Score: 7

Explanation: This filing details routine executive compensation activities, including new equity grants and the vesting of prior awards, which are standard and generally positive for aligning management incentives with shareholder interests. There are no unexpected negative or significantly positive disclosures.

Positives

• Grant of 194 new restricted stock units (RSUs) on October 1, 2025, aligning executive interests with long-term company performance.
• Grant of 195 performance restricted stock units (PRSUs) on October 1, 2025, directly linking executive compensation to the achievement of specific three-year performance measures.
• Vesting of 65 restricted stock units from a prior grant demonstrates the ongoing realization of executive compensation.

Future Outlook

The vesting schedules for the newly granted restricted stock units (RSUs) and performance restricted stock units (PRSUs) extend into the future, aligning executive incentives with the company's long-term performance and strategic objectives.

Industry Context

These transactions reflect standard executive compensation practices within publicly traded companies, particularly in the U.S. government contracting and IT services sector where CACI International operates. Equity grants like RSUs and PRSUs are common tools used to incentivize and retain senior management by linking their compensation directly to company performance and shareholder value creation.

Comparison to Industry Standards

• Executive equity compensation, including restricted stock units and performance-based awards, is a standard practice across the U.S. government contracting and IT services industry, aligning management incentives with long-term shareholder value.
• The structure of these grants, with multi-year vesting periods and performance conditions for PRSUs, is consistent with typical industry benchmarks for senior executives.

Stakeholder Impact

• Shareholders: The grants align executive incentives with long-term shareholder value, though they represent a minor potential for future share dilution, which is typical for executive compensation plans.
• Employees: The filing reflects standard executive compensation practices, which can influence overall compensation philosophy within the company.

Next Steps

• Future vesting of 194 RSUs (1/3 per year for three years from October 1, 2025).
• Future vesting of 195 PRSUs (on the third anniversary of October 1, 2025, based on performance achievement).
• Future vesting of remaining portions of the 198 RSUs granted on October 1, 2024.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation activities, including the grant of restricted stock units and performance units, and the exercise/disposal of shares for tax purposes. It does not contain information that would fundamentally alter the investment thesis for CACI International, nor does it suggest any significant operational or financial changes. Therefore, a 'hold' recommendation is appropriate as it provides no new catalysts for a 'buy' or 'sell' decision.

Keywords

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