CACI International Director Philip Nolan Acquires 85 Shares via RSU Vesting, Holds 2,322 Shares Directly

Philip Nolan's Director Role and the RSU Grant Background at CACI International

Philip O. Nolan is identified in the disclosure as a director of CACI International Inc. /DE/, the NASDAQ-listed provider of technology and expertise solutions to government clients, headquartered at 12021 Sunset Hills Road, Reston, Virginia 20190. The filing confirms his relationship to the issuer is solely that of a director, with no indication that he holds an officer title or a 10% or greater ownership stake in the company. This context is relevant for investors assessing the significance of the reported share activity, as directors receiving equity-based compensation is standard practice in US corporate governance.

The filing discloses that Nolan was granted 338 restricted stock units on October 16, 2025. The grant was structured as a quarterly vesting schedule across approximately one year, designed to deliver shares incrementally rather than in a single lump sum. This type of arrangement is commonly used by companies to align director compensation with ongoing board service and to incentivize continued engagement with the company over time. The disclosure does not provide further context about the purpose of the specific grant size or its relation to any board committee service or other criteria.

The July 13, 2026 Vesting Event: Transaction Code and Mechanics

The transaction reported in the disclosure occurred on July 13, 2026, and carries the transaction code "M," which in beneficial ownership reporting denotes the conversion or exercise of a derivative security — in this case, the vesting of restricted stock units into shares of common stock. The 85 RSUs that vested on this date were converted into 85 shares of CACI common stock and are now held directly by Nolan. The filing does not report a cash exercise price associated with this transaction, which is consistent with RSU grants, as RSUs typically convert to shares upon vesting without requiring the holder to pay an exercise price.

The transaction code "M" in Table I corresponds to the simultaneous entry in Table II, where the 85 RSUs are recorded as disposed of through the vesting event. Following the vesting, Nolan's remaining derivative security holding in the form of outstanding RSUs from this particular grant stands at 85 units, representing the fourth and final installment. The disclosure states that this remaining installment is scheduled to vest on October 11, 2026, completing the full 338-unit grant cycle that began with the October 2025 award.

Full RSU Vesting Schedule as Disclosed for the October 2025 Grant

The filing's explanation of responses section provides a clear breakdown of the complete four-installment vesting schedule tied to the October 16, 2025 RSU grant. The first installment of 84 shares vested on January 14, 2026. The second installment of 84 shares vested on April 14, 2026. The third installment, which is the subject of this disclosure, comprised 85 shares and vested on July 13, 2026. The fourth and final installment of 85 shares is scheduled to vest on October 11, 2026, according to the filing.

In aggregate, the four installments total 338 shares — 84, 84, 85, and 85 — which corresponds precisely to the 338 RSUs described as the original grant. The slight difference in share counts between the first two and last two installments (84 versus 85) is a common result of rounding when dividing a grant evenly across vesting periods. The company did not disclose this figure in the filing with respect to the total grant-date valuation of the 338 RSUs or the market price at which the shares were acquired upon each vesting event.

Nolan's Post-Transaction Beneficial Ownership Position in CACI Common Stock

As reported in Table I of the disclosure, following the July 13, 2026 vesting transaction, Philip O. Nolan directly beneficially owns 2,322 shares of CACI common stock. The ownership form is recorded as "D," indicating direct ownership, meaning the shares are held in Nolan's own name rather than through a trust, family entity, or other indirect structure. No indirect beneficial ownership is disclosed in the filing for this reporting period.

The disclosure does not provide a comparison to Nolan's ownership position prior to any earlier vesting events, nor does it detail whether he has sold any shares received from the previous two installments of this grant, which vested in January and April 2026. Investors seeking a complete picture of Nolan's historical ownership changes would need to review prior beneficial ownership reports filed in connection with those earlier vesting events. The current filing addresses only the July 13, 2026 transaction and its resulting ownership total.

Remaining RSU Holding and the October 2026 Final Installment

Table II of the disclosure records Nolan's remaining derivative securities position following the July 13, 2026 vesting. After disposing of 85 RSUs through conversion to common stock, Nolan's remaining RSU balance from the October 2025 grant stands at 85 units. These are held directly, and the filing confirms they are tied to 85 underlying shares of CACI common stock upon conversion. The expiration date and exercisability date for this final tranche are not separately specified in the filing's table, but the explanation of responses confirms vesting is expected on October 11, 2026.

Once this final installment vests, the October 2025 RSU grant will be fully settled. The filing does not indicate whether Nolan has received or is expected to receive any additional RSU grants beyond those already disclosed. Investors monitoring director equity compensation levels at CACI International may wish to track future beneficial ownership disclosures filed by Nolan or other board members to assess ongoing equity award activity. The company did not disclose this figure in the filing regarding the total equity compensation value associated with Nolan's board service for any given fiscal period.

Filing Timing and Compliance With Beneficial Ownership Reporting Requirements

The disclosure was filed on July 15, 2026, two days after the underlying transaction date of July 13, 2026. Beneficial ownership reporting obligations for corporate insiders, including directors, require timely submission of changes in ownership. The filing confirms this was made by one reporting person, Philip O. Nolan, and is not a joint or group filing. Nolan's signature appears on the document as of July 15, 2026, affirming the accuracy of the information disclosed.

The filing notes, as is standard, that intentional misstatements or omissions of facts in such disclosures constitute federal criminal violations under applicable US law. This language is boilerplate required on all beneficial ownership reports and does not suggest any irregularity in this specific filing. The transaction itself appears routine in nature, reflecting the mechanical conversion of previously granted RSUs according to a pre-established schedule disclosed at the time of the original October 2025 grant.

Context of RSU-Based Compensation for CACI International Board Members

Restricted stock units are a widely used form of equity compensation for directors of publicly traded companies in the United States. By granting RSUs that vest over time, companies like CACI International create incentives for directors to remain engaged with the board and to act in the long-term interests of shareholders, as the value of unvested awards is tied to the company's stock performance over the vesting period. The quarterly vesting structure observed in Nolan's grant is a relatively common approach for director RSU awards, balancing retention incentives with incremental share delivery.

The filing does not provide information about the equity compensation awarded to other CACI International directors, nor does it disclose the board's total compensation program structure or any changes to director pay that may have been approved for the current fiscal year. Investors seeking a comprehensive view of CACI International's director compensation practices would typically find that information in the company's annual proxy statement rather than in individual beneficial ownership disclosures such as this one.

CACI International's Profile as a NASDAQ-Listed Government Technology Firm

CACI International Inc. is incorporated in Delaware and trades on the NASDAQ stock exchange under the ticker symbol CACI. The company is headquartered in Reston, Virginia, and operates primarily in the government technology and services sector, providing expertise and solutions to US federal government clients including defense, intelligence, and civilian agencies. The company's focus on mission-critical work for government customers places it in a sector that tends to attract significant investor attention due to its reliance on federal budget cycles and contract awards.

The company did not disclose this figure in the filing with respect to any recent financial results, contract wins, or revenue guidance in connection with this beneficial ownership update. This disclosure is limited strictly to insider ownership changes and does not convey any information about CACI International's operational or financial condition. Investors looking for financial performance data would need to consult the company's most recent quarterly or annual financial reports filed separately with regulators.

Immediate Share Price Impact and Investor Considerations

The immediate share price impact was not clear from available public information. Transactions of this nature — the scheduled vesting of a relatively small number of RSUs held by a director — are generally not considered market-moving events in isolation. The 85-share transaction represents a modest addition to Nolan's personal holdings and does not indicate an open-market purchase or sale of CACI common stock that might otherwise signal a directional view on the company's prospects from an insider perspective.

Investors monitoring insider activity at CACI International may observe that the vesting was conducted pursuant to a pre-established grant schedule rather than a discretionary decision by Nolan to acquire or liquidate shares. The disclosure does not indicate any sale of shares in connection with the vesting event, meaning Nolan retained the shares converted from RSUs at the time of the filing. Whether any future sales or acquisitions occur will be reflected in subsequent beneficial ownership disclosures as and when they are filed.