8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 24, 2025

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CACI International Inc

(Exact name of Registrant as Specified in Its Charter)

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Registrant’s Telephone Number, Including Area Code: (703) 841-7800

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

On December 24, 2025, William L. Jews notified CACI International Inc (the “Company”) of his intention to resign from the board of directors of the Company (the “Board”) effective December 31, 2025. Mr. Jews’ resignation was not the result of a disagreement on any matter related to the Company’s operations, policies or practices.

On December 29, 2025, the Board appointed Michael Gilday and David Keffer to the Board effective January 1, 2026 to fill the vacancies that resulted from Mr. Jews’ resignation and the passing of Michael A. Daniels (as reported on July 15, 2025).

The Board has determined that Mr. Gilday and Mr. Keffer meet the applicable independence requirements of the New York Stock Exchange and are independent of the Company. Mr. Gilday and Mr. Keffer will serve initial terms that expire at the Company’s next annual meeting of shareholders.

There are no arrangements or understandings between Mr. Gilday and Mr. Keffer and any other person pursuant to which they were elected to serve as a director, nor are there related party transactions requiring disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Mr. Gilday and Mr. Keffer will be compensated in accordance with the Company’s compensation program for its non-employee directors as disclosed in the Company’s proxy statements.

A copy of the press release announcing the appointments is attached hereto as Exhibit 99.1.

| Item 9.01 | Financial Statement and Exhibits. | | --- | --- || Exhibit Number | Description | | --- | --- | | 99.1 | Press Release dated December 30, 2025. | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Document

Exhibit 99.1

CACI Appoints Michael Gilday and David Keffer to its Board of Directors

Reston, Va., Dec. 30, 2025 – CACI International Inc (NYSE: CACI) announced today that Adm. Michael Gilday, U.S. Navy (Ret.), and David Keffer have been appointed to its Board of Directors, effective Jan. 1, 2026. Each will serve as an independent director on CACI’s board, both joining following the death of Michael A. Daniels in July 2025, and the resignation of William L. Jews, effective Dec. 31, 2025.

“We are pleased to welcome Mike and Dave to our board,” said CACI Board Chair Lisa Disbrow. “Their extensive leadership experience and defense sector knowledge will strengthen CACI’s continued ability to drive shareholder value while delivering solutions to the nation’s most complex challenges. Admiral Gilday brings more than three decades of experience as a U.S. Navy surface warfare officer with significant knowledge in unmanned surface vehicles, and Dave is an impressive financial leader with a cross-functional background and experience in senior executive roles. These latest additions to the board ensure that CACI remains vigilant in our resolve to address new and emerging national security threats.”

Disbrow continued, “We sincerely thank Bill Jews for his dedication over nearly 13 years. As Chair of CACI’s Audit Committee, he brought strong leadership, high ethics, and superb judgment. His leadership has made a lasting difference. We wish him continued success in his future endeavors.”

Gilday, who most recently retired as the 32nd Chief of Naval Operations, brings a distinguished career in the Navy, including leadership roles on the Joint Staff, at NATO, and at U.S. Cyber Command. He is the recipient of the Defense Distinguished Service Medal, Distinguished Service Medal, Defense Superior Service Medal (four awards), Legion of Merit (three awards), Bronze Star, Navy and Marine Corps Commendation Medal with Combat “V,” and the Combat Action Ribbon. He holds master’s degrees from the Harvard Kennedy School and the National War College.

Keffer joins CACI’s board after retiring in 2024 from his most recent position as corporate vice president and chief financial officer for Northrop Grumman. Prior to this role, he served as a general partner at Blue Delta Capital Partners. He held previous roles, including CFO at CSRA, Inc., where he helped shepherd the company’s multibillion-dollar sale to General Dynamics in 2018. He was also the CFO for SRA International after serving as corporate controller. Keffer holds a bachelor’s degree in finance from Georgetown University and a master’s degree in business administration from the University of Virginia’s Darden School of Business. He serves on the Board of Trustees for the National Capital Area chapter of the Leukemia and Lymphoma Society.

About CACI

CACI International Inc (NYSE: CACI) is a national security company with 25,000 talented employees who are Ever Vigilant in expanding the limits of national security. We ensure our customers’ success by delivering differentiated technology and distinctive expertise to accelerate innovation, drive speed and efficiency, and rapidly anticipate and eliminate threats. Our culture drives our success and earns us recognition as a Fortune World's Most Admired Company. We are members of the Fortune 500™, the Russell 1000 Index, and the S&P MidCap 400 Index. For more information, visit us at caci.com.

There are statements made herein which do not address historical facts, and therefore could be interpreted to be forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are subject to factors that could cause actual results to differ materially from anticipated results. The factors that could cause actual results to differ materially

from those anticipated include, but are not limited to, the risk factors set forth in CACI’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, and other such filings that CACI makes with the Securities and Exchange Commission from time to time. Any forward-looking statements should not be unduly relied upon and only speak as of the date hereof.