Welcome to our dedicated page for Icf Intl SEC filings (Ticker: ICFI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
ICF International, Inc. filings document the regulatory record of a Nasdaq-listed professional services and technology company serving government and commercial clients. Form 8-K reports cover financial results, earnings-call notices, quarterly dividend declarations, Regulation FD communications, executive appointments and material agreements, including credit arrangements involving ICF and ICF Consulting Group.
Proxy materials disclose board elections, advisory executive compensation votes, equity incentive plans, auditor ratification and annual-meeting governance matters. The company’s filings also identify its common stock listing on The Nasdaq Global Select Market and provide formal disclosure around capital structure, financing arrangements, governance and recurring operating performance updates.
ICF International director Michael J. Van Handel reported buying 8,000 shares of ICF International, Inc. common stock in open-market transactions. On May 15, 2026, he made two purchases of 4,000 shares each at weighted average prices of $61.20 and $61.5835 per share, in accordance with the issuer's trading policies. After these transactions, he directly owned 24,254 common shares.
ICF International (ICFI) reported lower first‑quarter 2026 results. Revenue was $437.5 million, down from $487.6 million a year earlier, mainly from terminated U.S. federal contracts after changing Administration priorities. Net income fell to $20.5 million from $26.9 million, with diluted EPS of $1.12 versus $1.44.
Adjusted EBITDA was $48.9 million compared with $55.2 million. Operating cash flow improved but remained slightly negative at $3.1 million used, versus $33.0 million used in the prior year. Debt totaled $439.2 million, backed by $512.4 million of unused revolver capacity. The company paid a $0.14 dividend and repurchased $18.6 million of stock.
ICF International reported softer first quarter 2026 results but reaffirmed its full-year growth outlook. Revenue was $437.5 million versus $487.6 million a year earlier, with net income of $20.5 million and diluted EPS of $1.12, pressured by a higher 25.1% tax rate driven by equity-based compensation items.
Non-GAAP EPS was $1.50, and adjusted EBITDA was $48.9 million, giving an 11.2% margin, similar to 2025. Management highlighted about $12 million of revenue timing shifts it expects to recover later in 2026, while noting 8.6% sequential growth in federal revenue and 17.5% year-on-year growth in international government revenue. Backlog was $3.4 billion with a trailing twelve-month book-to-bill of 1.21, and the company reaffirmed 2026 guidance for $1.89–$1.96 billion in revenue and GAAP EPS of $5.95–$6.25. The board declared a quarterly dividend of $0.14 per share, payable July 10, 2026, to shareholders of record on June 5, 2026, and the company repurchased 217,500 shares in the quarter.
ICF International Inc ownership filing: Vanguard Capital Management reports beneficial ownership of 950,529 shares of Common Stock, representing 5.20% of the class. The filing lists 136,280 shares with sole voting power and full sole dispositive power over 950,529 shares.
The filing identifies the reporting entity as Vanguard Capital Management and notes affiliated Vanguard divisions that exercise voting or dispositive power over some holdings. The signature block is by Ashley Grim, Head of Global Fund Administration, dated 04/30/2026.
ICF International, Inc. is asking stockholders to act on four key items at its June 2, 2026 virtual annual meeting. Investors will vote on electing three directors to terms ending in 2029, an advisory Say on Pay resolution on executive compensation, approval of a new equity plan and ratification of Grant Thornton as auditor for 2026.
The 2026 Omnibus Incentive Plan would replace the 2018 plan and authorize 1,321,000 shares of common stock for awards, equal to 7.29% of the 18,112,370 shares outstanding as of April 8, 2026. Including existing unvested awards, total potential equity overhang is 9.93%, with a recent annual burn rate near 1%.
In 2025, ICF generated $1.9 billion in revenue, $2.1 billion in total assets and $1.0 billion of stockholders’ equity. The company absorbed a $279.5 million revenue decline from U.S. federal government clients amid a severe industry disruption and a lengthy government shutdown, but partly offset this with higher commercial, international, and state and local revenue and maintained margins similar to 2024.
Management highlights a diversified client base, a 1.19 book‑to‑bill ratio, an $8.6 billion business development pipeline and a strong pay‑for‑performance philosophy, with 85.3% of CEO and 72.9% of other NEO 2025 compensation variable and tied to performance or stock price.
ICF International, Inc. amended and restated its main bank financing on April 10, 2026. The new agreement maintains a $600.0 million revolving credit facility, including a $100 million letter of credit sublimit and a $75 million swingline sublimit, and increases the term loan facility to $450.0 million.
ICF also maintains a $400 million delayed draw term loan facility and expands its incremental facility to the greater of $300.0 million or 100% of Consolidated EBITDA, plus certain voluntary prepayments. The covenant now uses a maximum Consolidated Net Leverage Ratio of 4.50 to 1.00, with a temporary step-up to 5.00 to 1.00 after a “Material Permitted Acquisition,” and extends the facility’s maturity to April 10, 2031. The credit facilities are secured by a first-priority security interest in substantially all assets of the borrowers and their material domestic subsidiaries.
ICF International Inc reported a Schedule 13G filing showing that Dimensional Fund Advisors LP and related Funds hold 978,455 shares of Common Stock, representing 5.4% of the class. The filing states Dimensional may possess voting or investment power over Fund-owned shares but disclaims beneficial ownership; sole voting power is 961,963 shares. The filing is signed by Dimensional's Global Chief Compliance Officer on 04/09/2026.
ICF International Inc. Schedule 13G/A amendment shows Wasatch Advisors beneficially owns 1,174,850 shares of Common Stock, equal to 6.4% of the class. The filing reports sole voting power for 850,129 shares and sole dispositive power for 1,174,850 shares. The form is signed by Mike Yeates, CEO, dated 04/06/2026.
ICF International reported an amended Schedule 13G/A filing from The Vanguard Group showing 0 shares beneficially owned and 0% of the class. The amendment explains an internal realignment effective January 12, 2026, that resulted in certain Vanguard subsidiaries reporting ownership separately.
The filing states Vanguard no longer has beneficial ownership over securities held by those subsidiaries and confirms Vanguard retains rights to receive dividends or proceeds for accounts it manages, while no single external person holds more than 5% of the reported position.