false 0001362004 0001362004 2026-06-25 2026-06-25

 

 

 

 

 

 

(Exact name of registrant as specified in its charter)

 

 

 

(Former name or former address, if changed since last report.)

 

 

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

 

 

 

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:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

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).

 

☐ Emerging growth company

 

☐ 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.

 

 

 

On June 25, 2026, ICF International, Inc. (the “Company”) issued a press release announcing that the Company’s Board of Directors approved a $100 million increase (the "Additional Authorization") to the Company’s existing share repurchase program, increasing the aggregate authorization under the program from $300 million to $400 million. The Company is active in the market and has repurchased approximately 435,000 shares year to date, for total consideration of $29 million. After giving effect to the Additional Authorization and purchases made under the share repurchase program during calendar year 2026, approximately $165 million of repurchase authority would be available under the program. Under the repurchase program, repurchases of the Company's outstanding common stock, par value $0.001 per share ("Common Stock") will be made in accordance with applicable securities laws and may be made at management's discretion within parameters set by the Board from time to time in open market transactions, privately negotiated transactions or by other methods. The share repurchase program may be changed, suspended or discontinued by the Board at any time, does not obligate the Company to repurchase any particular amount of Common Stock, and does not have a specified expiration date.

 

The information contained in this report, including Exhibit 99.1 attached hereto, is considered to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that Section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

 

 

(d) Exhibits

 

 

 

 

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.