CACI International Inc. Files 8-K with Material Agreement

TL;DR

CACI just signed a big deal, filing an 8-K. Keep an eye on this one.

AI Summary

CACI International Inc. entered into a Material Definitive Agreement on December 19, 2025. The filing also includes Regulation FD Disclosures and Financial Statements and Exhibits. The company is incorporated in Delaware and its fiscal year ends on June 30.

Why It Matters

This 8-K filing indicates a significant new agreement for CACI International Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's financial health and stock performance.

Key Numbers

• 001-31400 — SEC File Number (Identifies the company's filing with the SEC.)
• 54-1345888 — EIN (Employer Identification Number for CACI International Inc.)

Key Players & Entities

• CACI International Inc. (company) — Registrant
• Delaware (location) — State of Incorporation
• December 19, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $2.6 billion — ship for an aggregate purchase price of $2.6 billion in cash, subject to a customary post-cl
• $1.3 b — an aggregate principal amount of up to $1.3 billion, less the aggregate principal amo

Filing Documents

• caci-20251219.htm (8-K) — 36KB
• purchaseagreementarka.htm (EX-2.1) — 907KB
• pressrelease20251222.htm (EX-99.1) — 11KB
• 0001628280-25-058393.txt ( ) — 1236KB
• caci-20251219.xsd (EX-101.SCH) — 2KB
• caci-20251219_lab.xml (EX-101.LAB) — 21KB
• caci-20251219_pre.xml (EX-101.PRE) — 12KB
• caci-20251219_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Purchase Agreement On December 19, 2025, CACI, Inc.-Federal (the "Purchaser"), a wholly owned subsidiary of CACI International Inc (the "Company"), entered into a Purchase Agreement and Plan of Merger (the "Purchase Agreement") by and among the Purchaser, the Company, solely as a guarantor, Spatium Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Purchaser ("Merger Sub"), ARKA Group, L.P., a Delaware limited partnership (the "Partnership"), BTO Amergint Feeder Parent L.P., a Delaware limited partnership (the "Blocker Seller") and, solely in its capacity as representative of the Equity Holders (as defined in the Purchase Agreement), ARKA Holdco L.P., a Delaware limited partnership. Pursuant to the Purchase Agreement, the Purchaser has agreed to acquire the Partnership for an aggregate purchase price of $2.6 billion in cash, subject to a customary post-closing purchase price adjustment for net working capital and certain other items (the "Transaction"). The Purchase Agreement contemplates that immediately after the sale to Purchaser of the partnership interests held by Blocker Seller (which is to be accomplished through the sale to Purchaser of all of the equity interests in Blocker), Merger Sub will merge with and into the Partnership, with the Partnership surviving the merger as an indirect wholly owned subsidiary of the Company. The Purchase Agreement contains customary representations and warranties and covenants of the Partnership, the Purchaser, Merger Sub and the Blocker Seller. The Purchase Agreement also provides the parties with certain termination rights in specified circumstances, including if the closing of the Transaction has not occurred on or prior to June 19, 2026, which date may be extended if certain limited conditions remain unsatisfied as of the date of such extension. The representations and warranties in the Purchase Agreement are the product

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 22, 2025, the Company issued a press release announcing entry into the Purchase Agreement and its intent to acquire all of the equity interests of the Partnership. A copy of the Company's press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

01 Financial Statement and Exhibits

Item 9.01 Financial Statement and Exhibits. Exhibit Number Description 2.1* Purchase Agreement and Plan of Merger, dated December 19, 2025, by and among CACI, Inc. - Federal, CACI International Inc, Spatium Merger Sub, LLC, ARKA Group, L.P., BTO Amergint Feeder Parent L.P. and Arka Holdco, L.P. 99.1 Press Release dated December 22, 2025 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request.

SIGNATURES

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. CACI International Inc Date: December 22, 2025 By: s/ J. William Koegel, Jr. J. William Koegel, Jr. Executive Vice President, General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR