CACI International Director Charles Szews Receives 85-Share RSU Vest, Holds 584 Shares Following July 2026 Transaction

Director Charles Szews and His Role at CACI International

Charles L. Szews is identified in the disclosure as a director of CACI International Inc. /DE/, the NASDAQ-listed government services and technology company headquartered at 12021 Sunset Hills Road, Reston, Virginia 20190. The disclosure confirms he is not reported as a 10% owner or executive officer of the company, placing his relationship to the issuer solely in the capacity of a board director. His address on record is listed as the same Reston, Virginia corporate address.

As a member of CACI's board of directors, Szews participates in the company's non-employee director compensation arrangements, which include equity-based awards such as restricted stock units. These types of awards are a common mechanism used by publicly traded companies to align the interests of directors with those of long-term shareholders. The disclosure does not detail any additional holdings, options, or other equity instruments beyond the RSU grant and resulting common stock position described.

Details of the July 13, 2026 RSU Vesting Transaction

The transaction reported in the disclosure occurred on July 13, 2026, when 85 restricted stock units converted into 85 shares of CACI common stock. This conversion is recorded in the filing under transaction code "M," which under Section 16 reporting conventions denotes an exercise or conversion of a derivative security. The shares were acquired directly by Szews, and the filing reflects no simultaneous open-market sale or disposition of the resulting shares at the time of vesting.

The price field for the RSU conversion is listed in the disclosure with a footnote reference, consistent with the standard treatment of RSU vestings where no exercise price is paid by the recipient — the shares are delivered to the director at vesting without a cash outlay. Following this transaction, the filing confirms that Szews directly and beneficially owns 584 shares of CACI common stock. The company did not disclose this figure in the filing beyond the post-transaction beneficial ownership total of 584 shares.

The Original October 2025 RSU Grant That Underpins This Transaction

The vesting event reported on July 13, 2026, traces back to an RSU grant made to Charles Szews on October 16, 2025. According to the explanation of responses contained in the disclosure, Szews was awarded a total of 338 restricted stock units at that time. The grant was structured to vest in four equal or near-equal quarterly installments, tying the delivery of equity compensation to continued board service over approximately one year.

The vesting schedule disclosed in the filing is as follows: 84 shares vested on January 14, 2026; 84 shares vested on April 14, 2026; 85 shares vested on July 13, 2026, which is the transaction now being reported; and a final installment of 85 shares is scheduled to vest on October 11, 2026. The slight variation in share counts between the first two installments and the latter two — 84 shares versus 85 shares — appears to reflect standard rounding in the division of 338 units across four periods. The total of all four installments equals 338 shares, consistent with the originally disclosed grant size.

Prior Vesting Installments From the Same RSU Award

This July 2026 vesting represents the third of four scheduled installments from the October 2025 grant. The first installment of 84 shares vested on January 14, 2026, and the second installment of 84 shares vested on April 14, 2026, as set out in the vesting schedule disclosed in the filing's explanation of responses. Those prior transactions would have been separately reported in earlier beneficial ownership updates filed with regulators at those respective times.

The cumulative impact of the three completed installments means that Szews has so far received 253 of the 338 RSUs granted in October 2025 — comprising 84 shares, 84 shares, and 85 shares respectively. The remaining 85 shares are set to vest on October 11, 2026, at which point the full October 2025 RSU award will have been delivered in its entirety, assuming continued service on the board. The current disclosure covers only the July 13, 2026, transaction and the resulting post-transaction ownership position.

Post-Transaction Beneficial Ownership Position of 584 Shares

Following the July 13, 2026, RSU vesting, the disclosure confirms that Charles Szews directly holds 584 shares of CACI common stock. All shares are held in direct ownership form, with no indirect holdings — such as through a trust, family member, or entity — reported in this filing. This direct ownership structure is the simplest and most transparent form of beneficial ownership under Section 16 reporting requirements.

The 584-share position represents Szews's total reported beneficial ownership following the described transaction. The filing does not reference any open-market purchases, sales, gifts, or other dispositions of CACI shares by Szews in connection with this vesting or in the period immediately preceding it. Investors reviewing director ownership levels will note this as a relatively modest equity position, consistent with the nature of a non-employee director's equity-based compensation rather than the larger shareholdings typically associated with executive officers or significant institutional investors.

Restricted Stock Units as a Director Compensation Tool at CACI

Restricted stock units are a widely used form of equity compensation in U.S. public company director pay programs. For non-employee directors, RSUs typically vest over a period tied to continued board service, creating a link between director tenure and the receipt of equity value. The October 2025 grant to Szews, vesting quarterly over approximately 12 months, reflects a structure designed to provide ongoing alignment between director incentives and shareholder interests throughout the director's annual board term.

The use of quarterly vesting installments, as disclosed for this particular award, is one common approach to structuring such grants. An alternative approach used by some companies is cliff vesting, where all shares are delivered at the end of a defined period. The quarterly structure disclosed here provides incremental delivery of equity to the director throughout the service period, rather than a single lump-sum delivery. The filing does not provide commentary on CACI's broader director compensation philosophy or any changes to its equity grant policies.

No Derivative Securities Remain Outstanding Under This Grant After Final Vest

As of the July 13, 2026, transaction, the filing reflects that 85 RSUs were disposed of through conversion (coded as "M" for exercise/conversion in derivative securities reporting) and that 85 derivative securities remain beneficially owned by Szews following the reported transaction. This remaining balance of 85 RSUs corresponds directly to the fourth and final installment of the October 2025 grant, which is scheduled to vest on October 11, 2026, according to the vesting schedule set out in the filing's footnotes.

Once that final installment vests, the RSU grant originated in October 2025 will be fully settled and no derivative securities from that award will remain outstanding. The filing does not disclose the existence of any other RSU grants, stock options, warrants, convertible instruments, or other derivative securities held by Szews beyond the residual balance of 85 RSUs described above. Accordingly, the derivative securities table in the disclosure reflects only the single remaining RSU tranche from the October 2025 award.

Filing Date, Reporting Timeline, and Compliance Context

The disclosure was signed by Charles L. Szews and dated July 15, 2026, two days after the underlying transaction date of July 13, 2026. Section 16(a) of the Securities Exchange Act of 1934 generally requires that insiders — including directors — report changes in beneficial ownership within two business days of the transaction. The filing date of July 15, 2026, falls within that standard reporting window for a transaction occurring on July 13, 2026. The disclosure confirms that the filing was made by one reporting person, Szews individually, rather than as part of a joint or group filing.

The report covers only the transactions described and is not identified as an amendment to a prior filing, as the field for amendment date is left blank in the disclosure. This indicates the filing represents an original, timely report of the July 13 transaction. CACI International Inc. /DE/ is incorporated in Delaware, as indicated by its full legal name in the filing, and its shares trade on NASDAQ under the ticker symbol CACI. The immediate share price impact was not clear from available public information.

What the Disclosure Indicates About Director Equity Ownership Trends at CACI

While a single director's RSU vesting event is a routine matter in the context of large-cap publicly traded company governance, it nonetheless provides investors with a transparent look at how board-level equity compensation is structured and delivered at CACI International. The quarterly vesting cadence disclosed for this award suggests a deliberate approach to tying director compensation to continuous service rather than front-loading or back-loading equity delivery. This kind of structure is generally viewed favorably from a corporate governance perspective.

The filing does not disclose any new grants, modifications to existing grants, or changes to the company's director compensation program. It also does not include any management commentary, earnings guidance, operational updates, or strategic announcements. Investors seeking comprehensive information about CACI International's financial performance, business outlook, or broader insider ownership trends should refer to the company's annual and quarterly financial reports, proxy statements, and other regulatory disclosures filed with regulators, which contain more complete information on these matters.