ICF International - 10-Q quarterly report FY2026 Q3

ICF International - 10-Q quarterly report FY2026 Q3

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 001-33045

ICF International, Inc.

(Exact name of Registrant as Specified in its Charter)


Delaware		22-3661438
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

1902 Reston Metro Plaza, Reston, VA		20190
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (703) 934-3000

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	ICFI	The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ ‘‘smaller reporting company,’’ and ‘‘emerging growth company’’ in Rule 12b–2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of October 30, 2026, there were 17,942,455 shares outstanding of the registrant’s common stock.

ICF INTERNATIONAL, INC. AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q FOR THE

PERIOD ENDED SEPTEMBER 30, 2026

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION		3

Item 1.	Financial Statements	3

	Consolidated Balance Sheets at September 30, 2026 (Unaudited) and December 31, 2025	3

	Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months and Nine Months Ended September 30, 2026 and 2025	4

	Consolidated Statements of Stockholders’ Equity (Unaudited) including the Three Months and Nine Months Ended September 30, 2026 and 2025	5

	Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2026 and 2025	7

	Notes to Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

Item 4.	Controls and Procedures	26

PART II. OTHER INFORMATION		27

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	27

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	27

Item 3.	Defaults Upon Senior Securities	27

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits	28

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ICF International, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS


	September 30, 2026
(in thousands, except share and per share amounts)	(Unaudited)			December 31, 2025
ASSETS
Cash and cash equivalents	$	5,138		$	5,297
Restricted cash		89,955			47,984
Accounts receivable, net		229,810			237,996
Contract assets		213,384			186,684
Prepaid expenses and other current assets		28,273			18,390
Income tax receivable		20,656			18,087
Total Current Assets		587,216			514,438
Property and equipment, net		52,057			58,357
Goodwill		1,251,534			1,252,207
Other intangible assets, net		65,329			81,555
Operating lease - right-of-use assets		98,489			106,274
Other assets		47,257			37,340
Total Assets	$	2,101,882		$	2,050,171

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	90,814		$	123,524
Contract liabilities		39,361			43,444
Lease liabilities - current		18,137			21,491
Accrued salaries and benefits		88,629			95,578
Accrued subcontractors and other direct costs		59,659			48,900
Accrued expenses and other current liabilities		121,879			71,340
Total Current Liabilities		418,479			404,277
Debt		372,122			401,355
Lease liabilities - non-current		136,097			148,493
Deferred income taxes		29,928			6,837
Other long-term liabilities		58,874			60,727
Total Liabilities		1,015,500			1,021,689

Commitments and Contingencies (Note 13)

Stockholders’ Equity:
Preferred stock, par value $.001; 5,000,000 shares authorized; none issued		—			—
Common stock, par value $.001; 70,000,000 shares authorized; 24,560,674 and 24,378,749 shares issued at September 30, 2026 and December 31, 2025, respectively; 17,942,455 and 18,247,837 shares outstanding at September 30, 2026 and December 31, 2025, respectively		25			24
Additional paid-in capital		481,249			465,779
Retained earnings		1,027,716			956,077
Treasury stock, 6,618,219 and 6,130,912 shares at September 30, 2026 and December 31, 2025, respectively		(413,088	)		(379,970	)
Accumulated other comprehensive loss		(9,520	)		(13,428	)
Total Stockholders’ Equity		1,086,382			1,028,482
Total Liabilities and Stockholders’ Equity	$	2,101,882		$	2,050,171

The accompanying notes are an integral part of these consolidated financial statements.

ICF International, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(in thousands, except per share amounts)	2026			2025			2026			2025
Revenue	$	470,497		$	465,405		$	1,382,492		$	1,429,178
Direct Costs		291,310			290,545			859,803			891,512
Operating costs and expenses:
Indirect and selling expenses		125,632			122,261			367,787			377,169
Depreciation and amortization		9,908			14,168			36,512			43,665
Total operating costs and expenses		135,540			136,429			404,299			420,834
Operating income		43,647			38,431			118,390			116,832
Interest, net		(6,372	)		(7,861	)		(19,846	)		(23,620	)
Other income (expense)		58			176			(1,041	)		(2,515	)
Income before income taxes		37,333			30,746			97,503			90,697
Provision for income taxes		5,600			6,980			18,300			16,419
Net income	$	31,733		$	23,766		$	79,203		$	74,278

Earnings per Share:
Basic	$	1.77		$	1.29		$	4.38		$	4.03
Diluted	$	1.76		$	1.28		$	4.36		$	4.01

Weighted-average Shares:
Basic		17,939			18,432			18,063			18,447
Diluted		18,055			18,526			18,174			18,542

Cash dividends declared per common share	$	0.14		$	0.14		$	0.42		$	0.42

Other comprehensive income (loss), net of tax		3,299			(1,733	)		3,908			1,712
Comprehensive income, net of tax	$	35,032		$	22,033		$	83,111		$	75,990

The accompanying notes are an integral part of these consolidated financial statements.

ICF International, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)


	Common Stock					Additional Paid-in		Retained			Treasury Stock					Accumulated Other Comprehensive
(in thousands)	Shares			Amount		Capital		Earnings			Shares		Amount			Loss			Total
Balance at January 1, 2026		18,248		$	24	$	465,779	$	956,077			6,130	$	(379,970	)	$	(13,428	)	$	1,028,482
Net income		—			—		—		20,522			—		—			—			20,522
Other comprehensive loss		—			—		—		—			—		—			(669	)		(669	)
Equity compensation		—			—		4,697		—			—		—			—			4,697
Issuance of shares pursuant to vesting of restricted stock units		134			—		—		—			—		—			—			—
Share repurchases		(265	)		—		—		—			266		(18,566	)		—			(18,566	)
Dividends declared		—			—		—		(2,557	)		—		—			—			(2,557	)
Balance at March 31, 2026		18,117		$	24	$	470,476	$	974,042			6,396	$	(398,536	)	$	(14,097	)	$	1,031,909
Net income		—			—		—		26,948			—		—			—			26,948
Other comprehensive income		—			—		—		—			—		—			1,278			1,278
Equity compensation		—			—		4,310		—			—		—			—			4,310
Issuance of shares pursuant to employee stock purchase plan and vesting of restricted stock units		35			—		2,156		—			—		—			—			2,156
Share repurchases		(218	)		—		—		—			218		(14,173	)		—			(14,173	)
Dividends declared		—			—		—		(2,499	)		—		—			—			(2,499	)
Balance at June 30, 2026		17,934		$	24	$	476,942	$	998,491			6,614	$	(412,709	)	$	(12,819	)	$	1,049,929
Net income		—			—		—		31,733			—		—			—			31,733
Other comprehensive income		—			—		—		—			—		—			3,299			3,299
Equity compensation		—			—		4,307		—			—		—			—			4,307
Issuance of shares pursuant to vesting of restricted stock units		12			1		—		—			—		—			—			1
Share repurchases		(4	)		—		—		—			4		(379	)		—			(379	)
Dividends declared		—			—		—		(2,508	)		—		—			—			(2,508	)
Balance at September 30, 2026		17,942		$	25	$	481,249	$	1,027,716			6,618	$	(413,088	)	$	(9,520	)	$	1,086,382


	Common Stock					Additional Paid-in		Retained			Treasury Stock					Accumulated Other Comprehensive
(in thousands)	Shares			Amount		Capital		Earnings			Shares		Amount			Loss			Total
Balance at January 1, 2025		18,666		$	24	$	443,463	$	874,772			5,520	$	(320,054	)	$	(15,746	)	$	982,459
Net income		—			—		—		26,851			—		—			—			26,851
Other comprehensive loss		—			—		—		—			—		—			(2,713	)		(2,713	)
Equity compensation		—			—		4,186		—			—		—			—			4,186
Issuance of shares pursuant to vesting of restricted stock units		116			—		—		—			—		—			—			—
Share repurchases		(356	)		—		—		—			356		(39,343	)		—			(39,343	)
Dividends declared		—			—		—		(2,572	)		—		—			—			(2,572	)
Balance at March 31, 2025		18,426		$	24	$	447,649	$	899,051			5,876	$	(359,397	)	$	(18,459	)	$	968,868
Net income		—			—		—		23,661			—		—			—			23,661
Other comprehensive income		—			—		—		—			—		—			6,158			6,158
Equity compensation		—			—		4,252		—			—		—			—			4,252
Issuance of shares pursuant to employee stock purchase plan and vesting of restricted stock units		34			—		2,524		—			—		—			—			2,524
Share repurchases		(31	)		—		—		—			31		(2,494	)		—			(2,494	)
Dividends declared		—			—		—		(2,577	)		—		—			—			(2,577	)
Balance at June 30, 2025		18,429		$	24	$	454,425	$	920,135			5,907	$	(361,891	)	$	(12,301	)	$	1,000,392
Net income		—			—		—		23,766			—		—			—			23,766
Other comprehensive loss		—			—		—		—			—		—			(1,733	)		(1,733	)
Equity compensation		—			—		4,477		—			—		—			—			4,477
Issuance of shares pursuant to vesting of restricted stock units		10			—		—		—			—		—			—			—
Share repurchases		(3	)		—		—		—			3		(199	)		—			(199	)
Dividends declared		—			—		—		(2,582	)		—		—			—			(2,582	)
Balance at September 30, 2025		18,436		$	24	$	458,902	$	941,319			5,910	$	(362,090	)	$	(14,034	)	$	1,024,121

The accompanying notes are an integral part of these consolidated financial statements.

ICF International, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Nine Months Ended
	September 30,
(in thousands)	2026			2025
Cash Flows from Operating Activities
Net income	$	79,203		$	74,278
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for (recovery of) credit losses		458			(305	)
Deferred income taxes and unrecognized income tax benefits		18,882			20,186
Non-cash equity compensation		13,314			12,915
Depreciation and amortization		36,512			43,665
Other operating adjustments, net		1,932			3,837
Changes in operating assets and liabilities, net of the effects of acquisitions:
Net contract assets and liabilities		(32,368	)		(22,676	)
Accounts receivable		7,334			26,829
Prepaid expenses and other current assets		(7,996	)		(2,470	)
Operating lease assets and liabilities, net		(6,197	)		(6,774	)
Accounts payable		(32,460	)		(21,099	)
Accrued salaries and benefits		(6,773	)		(22,143	)
Accrued subcontractors and other direct costs		11,405			(25	)
Accrued expenses and other current liabilities		50,598			(9,804	)
Income tax receivable and payable		(2,583	)		(30,566	)
Other liabilities		487			396
Net Cash Provided by Operating Activities		131,748			66,244

Cash Flows from Investing Activities
Payments for purchase of property and equipment and capitalized software		(14,080	)		(14,745	)
Other investing, net		(322	)		403
Net Cash Used in Investing Activities		(14,402	)		(14,342	)

Cash Flows from Financing Activities
Advances from Credit Facility		1,191,161			1,048,671
Payments on Credit Facility		(1,220,728	)		(1,011,838	)
Other short-term borrowings, net		295			(5,822	)
Dividends paid		(7,605	)		(7,775	)
Stock repurchases		(33,118	)		(42,036	)
Issuance of common stock under employee stock purchase plan		2,156			2,524
Payments of debt issuance costs		(4,442	)		—
Repayment of finance lease obligations		(2,020	)		(1,950	)
Net Cash Used in Financing Activities		(74,301	)		(18,226	)
Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash		(183	)		1,433

Net Change in Cash, Cash Equivalents, and Restricted Cash		42,862			35,109
Cash, Cash Equivalents, and Restricted Cash, Beginning of Period		56,324			18,817
Cash, Cash Equivalents, and Restricted Cash, End of Period	$	99,186		$	53,926

Supplemental Disclosure of Cash Flow Information
Cash paid during the period for:
Interest	$	17,948		$	20,045
Income tax payments, net of refunds	$	2,575		$	27,431

The accompanying notes are an integral part of these consolidated financial statements.

ICF International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

(dollar amounts in tables in thousands, except share and per share data)

NOTE 1 – BASIS OF PRESENTATION

Basis of Presentation

The accompanying consolidated financial statements are of ICF International, Inc. (“ICFI”) and its wholly-owned principal subsidiary, ICF Consulting Group, Inc. (“Consulting,” and together with ICFI, the “Company”), and have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”). ICFI is a holding company with no operations or assets other than its investment in the common stock of Consulting. All other subsidiaries of the Company are wholly owned by Consulting. Intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenue and expenses. Management evaluates these estimates on an ongoing basis including those that relate to revenue recognition (including estimates of variable considerations and remaining costs to complete fixed-price contracts), expected credit losses, valuation and lives of tangible and intangible assets including those acquired from business combinations, and reserves for tax benefits and valuation allowances on deferred tax assets. Actual results experienced by the Company may differ from management’s estimates.

Interim Results

The unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These rules and regulations permit some of the information and footnote disclosures normally included in annual financial statements, prepared in accordance with U.S. GAAP, to be condensed or omitted. In management’s opinion, the unaudited consolidated financial statements contain all adjustments that are of a normal recurring nature, necessary for a fair presentation of the results of operations and financial position of the Company for the interim periods presented. The Company reports operating results and financial data as a single operating segment and reporting unit. Operating results for the three-month and the nine-month periods ended September 30, 2026 and 2025 are not necessarily indicative of the results that may be expected for the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 31, 2025 and the notes thereto included in the Company’s Annual Report on Form 10-K.

Recent Accounting Pronouncements

Accounting Pronouncements Not Yet Adopted

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU 2024-03: Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires additional disaggregation of certain costs and expenses. ASU 2024-03 specifically requires all public entities to disclose within a tabular format the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities in each relevant expense caption as well as certain amounts that are already required to be disclosed under current U.S. GAAP. ASU 2024-03 also requires public entities to disclose a qualitative description of the composition of any amounts in relevant expense captions that are not separately disaggregated and the amount and definition of the entity’s selling expenses. ASU 2024-03 will be effective for the Company for the annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The amendments may be adopted on a prospective or retrospective basis. The Company is currently evaluating the impact of the adoption of ASU 2024-03.

Intangibles—Goodwill and Other—Internal-Use Software

In September 2025, the FASB issued ASU 2025-06: Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes the accounting for internal-use software costs by removing all references to software development project stages so that the guidance is neutral to different software development methods. ASU 2025-06 will be effective for the Company for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments may be adopted on a prospective, retrospective, or modified basis. The Company is currently evaluating the impact of the adoption of ASU 2025-06.

NOTE 2 – RESTRICTED CASH

The following table provides a reconciliation of cash, cash equivalents, and restricted cash as of September 30, 2026 and 2025 to cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows for the nine months ended September 30, 2026 and 2025:


	September 30, 2026		September 30, 2025
Cash and cash equivalents	$	5,138	$	3,988
Restricted cash (1)		94,048		49,938
Total of cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows	$	99,186	$	53,926

(1)

The balances as of September 30, 2026 and September 30, 2025, include $4.1 million and $3.0 million, respectively, of long-term restricted cash included within “Other assets” on the Company’s consolidated balance sheets.

Restricted cash is related to the Company’s business of managing energy efficiency programs for its clients and advances on certain programs.

NOTE 3 – ACCOUNTS RECEIVABLE, NET

Accounts receivable, net consists of contract and other customer receivables. A reconciliation of accounts receivable, net is as follows:


	September 30, 2026			December 31, 2025
Billed and billable (1)	$	233,434		$	241,129
Allowance for expected credit losses		(3,624	)		(3,133	)
Accounts receivable, net	$	229,810		$	237,996

(1)

Includes billed other customer receivables totaling $18.7 million and $20.6 million at September 30, 2026 and December 31, 2025, respectively, related to the Company’s energy incentive management business for its public utility clients.

The Company sells certain billed accounts receivable in accordance with its Amended Master Receivables Purchase Agreement with MUFG Bank, Ltd. (“MUFG”) that are accounted for as sales under the Accounting Standards Codification (“ASC”) 860, Transfers and Servicing (“ASC 860”). The accounts receivable are sold without recourse and the Company does not retain any ongoing financial interest in the transferred accounts receivable other than providing servicing activities. The following is a reconciliation of billed accounts receivable sold to MUFG:


	As of and for the Nine Months Ended
	September 30, 2026			September 30, 2025
Beginning balance, billed accounts receivable sold and not yet collected	$	38,206		$	25,966
Billed accounts receivable sold (1)		338,745			362,563
Collections from customers (1)		(349,593	)		(349,981	)
Ending balance, billed accounts receivable sold and not yet collected	$	27,358		$	38,548

(1)

For the nine months ended September 30, 2026 and 2025, the Company recorded a net outflow of $10.8 million and a net inflow of $12.6 million, respectively, in its cash flows from operating activities from the sale of billed accounts receivable.

The following is a reconciliation of cash collections from customers of billed accounts receivable previously sold to MUFG that were eligible and accounted for as sales under ASC 860:


	As of and for the Nine Months Ended
	September 30, 2026			September 30, 2025
Beginning balance, cash collected but not yet remitted to MUFG	$	3,840		$	23,339
Collections from customers (1)		349,593			349,981
Remittances to MUFG (1)		(343,202	)		(361,462	)
Ending balance, cash collected but not yet remitted to MUFG	$	10,231		$	11,857

(1)

For the nine months ended September 30, 2026 and 2025, the Company recorded a net inflow of $6.4 million and a net outflow of $11.5 million, respectively, in its cash flows from operating activities from the collection of billed accounts receivable that were sold but not yet remitted to MUFG.

The aggregate impact of the sale of billed accounts receivable on the Company’s operating cash flows was a net outflow of $4.4 million and a net inflow of $1.1 million for the nine months ended September 30, 2026 and 2025, respectively.

At September 30, 2026 and December 31, 2025, the amounts due to MUFG for cash collected and not yet remitted for billed accounts receivable sold that did not qualify as sales under ASC 860 totaled $3.6 million and $3.4 million, respectively. These amounts are included as part of “Accrued expenses and other current liabilities” on the Company’s consolidated balance sheets, and included within cash flows from financing activities on the Company’s consolidated statements of cash flows.

NOTE 4 – LEASES

At September 30, 2026, the Company had operating and finance leases for facilities and equipment with remaining duration ranging from 1 to 12 years. Future minimum lease payments under non-cancellable operating and finance leases as of September 30, 2026 were as follows:


	Operating			Finance
September 30, 2027	$	19,858		$	3,041
September 30, 2028		17,291			3,004
September 30, 2029		14,373			2,967
September 30, 2030		13,570			741
September 30, 2031		13,648			—
Thereafter		95,200			—
Total future minimum lease payments		173,940			9,753
Less: Interest		(28,948	)		(511	)
Total lease liabilities	$	144,992		$	9,242


Operating lease liabilities	$	144,992
Finance lease liabilities		9,242
Total lease liabilities	$	154,234

Lease liabilities - current	$	18,137
Lease liabilities - non-current		136,097
Total lease liabilities	$	154,234

NOTE 5 – LONG-TERM DEBT

On April 10, 2026, the Company completed the refinancing of its previous credit agreement, dated May 6, 2022 (the “Previous Credit Agreement”) by entering into a new Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement” or the “Credit Facility”) with PNC Bank, National Association as administrative agent, BOFA Securities, Inc. and Wells Fargo Securities, LLC as the joint lead arrangers, certain other financial institutions as lenders, and certain guarantors party thereto (“Loan Syndicate”).

The Amended and Restated Credit Agreement: (a) maintains a $600 million revolving credit facility (together and inclusive of a $75 million swing line sublimit and $100 million sublimit for letters of credit); (b) increases the existing term loan facility from $300 million to $450 million; (c) maintains a delayed draw term loan facility of $400 million; (d) increases the existing incremental credit facility from an aggregate principal amount of not more than $300 million, to an aggregate principal amount not to exceed the greater of (i) $300 million and (ii) 100% of Consolidated EBITDA, plus the amounts of voluntary prepayments of Term Loans and Delayed Draw Term Loans; (e) allows the Company the option to borrow at interest rates based on a base rate or a Secured Overnight Financing Rate (SOFR) plus a contractually defined margin based on the Company’s consolidated net leverage ratio; (f) amends the definition of “Consolidated Indebtedness” to net Unrestricted Cash and replaces the existing maximum Consolidated Leverage Ratio covenant with a maximum Consolidated Net Leverage Ratio covenant, which is maintained at a maximum of 4.50 to 1.00 (with temporary increases to 5.00 to 1.00 for the three fiscal quarters following a “Material Permitted Acquisition”); (g) extends the maturity date until April 10, 2031; and (h) modifies certain definitions and covenants. The Loan Syndicate of the amended Credit Facility includes a combination of continuing and new financial institutions. The borrowing and repayments against the amended Credit Facility are presented in the statement of cash flows on a constructive basis, as if each borrowing in the previous syndicate was extinguished, and each financial institution in the Loan Syndicate is providing new borrowings.

At September 30, 2026 and December 31, 2025, long-term debt consisted of:


	September 30, 2026				December 31, 2025
	Average Interest Rate	Outstanding Balance			Average Interest Rate	Outstanding Balance
Term Loan		$	360,625			$	200,250
Delayed-Draw Term Loan			—				154,000
Revolving Credit			12,543				48,484
	5.0%		373,168		5.6%		402,734
Unamortized debt issuance costs			(1,046	)			(1,379	)
Total		$	372,122			$	401,355

The Company utilizes floating-to-fixed interest rate swap agreements to hedge the variable interest portion of debt facilities. Inclusive of the impact of floating-to-fixed interest rate swaps (see “Note 7 – Derivative Instruments and Hedging Activities”), the average interest rate for long-term debt was 5.0% and 5.4% for the nine months ended September 30, 2026 and 2025, respectively, and 5.4% for the twelve months ended December 31, 2025.

As of September 30, 2026, the Company had unused borrowing capacity of $585.9 million under the $600 million revolving line of credit (inclusive of outstanding letters of credit totaling $1.6 million) and $400.0 million of the unused delayed draw term loan facility. Taking into account the financial and performance-based limitations, the available borrowing capacity was $619.0 million at September 30, 2026.

Contractual Repayments

Future contractual repayments of debt principal are as follows:


Payments due by	Term Loan		Revolving Credit		Total
September 30, 2030	$	6,250	$	—	$	6,250
April 10, 2031 (maturity)		354,375		12,543		366,918
Total	$	360,625	$	12,543	$	373,168

Debt Issuance Costs

The Company’s debt issuance costs, which represent fees and other direct incremental costs incurred in connection with the Company’s long-term debt, have been deferred and are amortized over the term of indebtedness. As of September 30, 2026 and December 31, 2025, the balance of debt issuance costs and their location on the consolidated balance sheets are as follows:


	September 30, 2026			December 31, 2025
Deferred financing costs	$	5,164		$	6,519
Accumulated amortization		(627	)		(5,140	)
Total	$	4,537		$	1,379

	September 30, 2026			December 31, 2025
Other assets	$	3,491		$	—
Debt		1,046			1,379
Total	$	4,537		$	1,379

Amortization of debt issuance costs for the three months ended September 30, 2026 and 2025 totaled $0.5 million and $0.3 million, respectively, and for the nine months ended September 30, 2026 and 2025 totaled $1.3 million and $0.8 million, respectively. The amortization is included as part of “Interest, net,” on the Company’s consolidated statements of comprehensive income.

NOTE 6 – REVENUE

Substantially all of the Company’s revenue is recognized over time as control of the related goods or services is transferred to customers.

Disaggregation of Revenue

The Company disaggregates revenue from clients into categories that depict how the nature, amount, and uncertainty of revenue and cash flows are affected by economic and business factors. Those categories are client market, client type, and contract mix.


	Three Months Ended September 30,										Nine Months Ended September 30,
	2026					2025					2026					2025
	Dollars		Percent			Dollars		Percent			Dollars		Percent			Dollars		Percent
Client Market:
Energy, environment, infrastructure, and disaster recovery	$	253,246		54	%	$	246,163		53	%	$	736,092		53	%	$	732,970		51	%
Health and social programs		149,126		32	%		152,344		33	%		450,464		33	%		480,639		34	%
Security and other civilian & commercial		68,125		14	%		66,898		14	%		195,936		14	%		215,569		15	%
Total	$	470,497		100	%	$	465,405		100	%	$	1,382,492		100	%	$	1,429,178		100	%


	Three Months Ended September 30,										Nine Months Ended September 30,
	2026					2025					2026					2025
	Dollars		Percent			Dollars		Percent			Dollars		Percent			Dollars		Percent
Client Type:
U.S. federal government	$	191,310		41	%	$	198,297		43	%	$	558,917		40	%	$	641,848		45	%
U.S. state and local government		87,874		18	%		81,698		17	%		248,721		18	%		244,491		17	%
International government		32,517		7	%		29,021		6	%		103,863		8	%		85,369		6	%
Total Government		311,701		66	%		309,016		66	%		911,501		66	%		971,708		68	%
Commercial		158,796		34	%		156,389		34	%		470,991		34	%		457,470		32	%
Total	$	470,497		100	%	$	465,405		100	%	$	1,382,492		100	%	$	1,429,178		100	%


	Three Months Ended September 30,										Nine Months Ended September 30,
	2026					2025					2026					2025
	Dollars		Percent			Dollars		Percent			Dollars		Percent			Dollars		Percent
Contract Mix:
Time-and-materials	$	207,483		44	%	$	205,615		44	%	$	601,635		44	%	$	621,317		44	%
Fixed-price		236,137		50	%		226,850		49	%		695,455		50	%		703,427		49	%
Cost-based		26,877		6	%		32,940		7	%		85,402		6	%		104,434		7	%
Total	$	470,497		100	%	$	465,405		100	%	$	1,382,492		100	%	$	1,429,178		100	%

Contract Assets and Liabilities

Contract assets consist of unbilled receivables on contracts where revenue recognized exceeds the amount billed. Contract liabilities result from advance payments received on a contract or from billings in excess of revenue recognized.

The following table summarizes the contract assets and liabilities as of September 30, 2026 and December 31, 2025:


	Financial Statement Classification	September 30, 2026			December 31, 2025			$ Change
Contract assets	Contract assets	$	213,384		$	186,684		$	26,700
Contract liabilities - current	Contract liabilities		(39,361	)		(43,444	)		4,083
Contract liabilities - non-current	Other long-term liabilities		(4,093	)		(3,043	)		(1,050	)
Net contract assets (liabilities)		$	169,930		$	140,197		$	29,733

The increase in net contract assets (liabilities) is primarily due to the timing difference between the performance of services and billings to customers. During the nine months ended September 30, 2026 and 2025, the Company recognized $27.9 million and $19.4 million in revenue related to the contract liabilities balance at December 31, 2025 and 2024, respectively.

Changes in Estimates on Contracts

The Company recognized net income of $4.3 million and $0.9 million during the three months ended September 30, 2026 and 2025, respectively, and $8.6 million and $11.7 million during the nine months ended September 30, 2026 and 2025, respectively, as a result of net changes in estimates related to fixed-price contracts accounted for under the percentage-of-completion method. The impact of the changes on the Company’s diluted earnings per share was $0.24 and $0.05 for the three months ended September 30, 2026 and 2025, respectively, and $0.47 and $0.63 for the nine months ended September 30, 2026 and 2025, respectively.

Revenue Adjustments from Previously Satisfied Performance Obligations

The Company recognized $0.5 million and $1.2 million, respectively, of revenue from previously satisfied performance obligations during the three months ended September 30, 2026 and 2025, and $12.9 million and $6.2 million during the nine months ended September 30, 2026 and 2025, respectively. The adjustments were primarily due to changes in transaction price from contract modifications and final award performance determinations.

Unfulfilled Performance Obligations

In computing unfulfilled performance obligations (“UPO”), the Company excludes contracts with a stated term of one year or less (practical expedient), and contracts with the U.S. federal government. As of September 30, 2026, the UPO was $0.2 billion, of which 51% is expected to be recognized as revenue by December 31, 2026, 70% by December 31, 2027, 89% by December 31, 2028, and the remainder by December 31, 2029.

NOTE 7 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

At September 30, 2026, the Company had floating-to-fixed interest rate swap agreements (the “Swaps”) for an aggregate notional amount of $175.0 million, of which $50.0 million will mature on February 28, 2030, $25.0 million will mature on June 26, 2030, and $100.0 million will mature on July 31, 2030. The Company has designated the Swaps as cash flow hedges. See “Note 5 – Long-Term Debt” for details on the impact of the Swaps on the Company’s interest rates, and “Note 12 – Fair Value” for the fair value of these Swaps.

NOTE 8 – INCOME TAXES

The Company’s effective tax rate (the “ETR”) was 15.0% and 22.7% for the three months ended September 30, 2026 and 2025, respectively, and 18.8% and 18.1% for the nine months ended September 30, 2026 and 2025, respectively. The ETR for the three and nine months ended September 30, 2026 were lower than the combined federal and state statutory tax rate primarily due to research tax credits and state tax planning strategies implemented that were, in part, offset by additional tax provisions attributable to equity-based compensation and valuation allowance on excess foreign tax credits. The ETR for the three and nine months ended September 30, 2025 were lower than the combined statutory tax rate primarily due to research tax credits offset, in part, by valuation allowances on equity-based compensation assets and excess foreign tax credits.

NOTE 9 – STOCKHOLDERS’ EQUITY

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss as of September 30, 2026 and 2025 included the following:


	Three Months Ended September 30, 2026
	Foreign Currency Translation Adjustments			Change in Fair Value of Interest Rate Hedge Agreements			Total
Accumulated other comprehensive (loss) income at June 30, 2026	$	(13,751	)	$	932		$	(12,819	)
Current period other comprehensive (loss) income:
Other comprehensive (loss) income before reclassifications		(190	)		4,850			4,660
Amounts reclassified from accumulated other comprehensive (loss) income (1)		—			113			113
Effect of taxes		—			(1,474	)		(1,474	)
Total current period other comprehensive (loss) income		(190	)		3,489			3,299
Accumulated other comprehensive (loss) income at September 30, 2026	$	(13,941	)	$	4,421		$	(9,520	)

(1)

The Company expects to reclassify approximately $1.2 million of unrealized gains related to the Change in Fair Value of Interest Rate Hedge Agreements from accumulated other comprehensive (loss) income into earnings during the next 12 months.


	Three Months Ended September 30, 2025
	Foreign Currency Translation Adjustments			Change in Fair Value of Interest Rate Hedge Agreements			Total
Accumulated other comprehensive (loss) income at June 30, 2025	$	(10,386	)	$	(1,915	)	$	(12,301	)
Current period other comprehensive (loss) income:
Other comprehensive (loss) income before reclassifications		(1,414	)		(178	)		(1,592	)
Amounts reclassified from accumulated other comprehensive (loss) income		—			(131	)		(131	)
Effect of taxes		—			(10	)		(10	)
Total current period other comprehensive (loss) income		(1,414	)		(319	)		(1,733	)
Accumulated other comprehensive (loss) income at September 30, 2025	$	(11,800	)	$	(2,234	)	$	(14,034	)


	Nine Months Ended September 30, 2026
	Foreign Currency Translation Adjustments			Change in Fair Value of Interest Rate Hedge Agreements			Total
Accumulated other comprehensive (loss) income at December 31, 2025	$	(11,689	)	$	(1,739	)	$	(13,428	)
Current period other comprehensive (loss) income:
Other comprehensive (loss) income before reclassifications		(2,252	)		8,077			5,825
Amounts reclassified from accumulated other comprehensive (loss) income		—			309			309
Effect of taxes		—			(2,226	)		(2,226	)
Total current period other comprehensive (loss) income		(2,252	)		6,160			3,908
Accumulated other comprehensive (loss) income at September 30, 2026	$	(13,941	)	$	4,421		$	(9,520	)


	Nine Months Ended September 30, 2025
	Foreign Currency Translation Adjustments			Change in Fair Value of Interest Rate Hedge Agreements			Total
Accumulated other comprehensive (loss) income at December 31, 2024	$	(16,383	)	$	637		$	(15,746	)
Current period other comprehensive (loss) income:
Other comprehensive (loss) income before reclassifications		8,677			(2,868	)		5,809
Amounts reclassified from accumulated other comprehensive (loss) income (1)		(4,094	)		(1,011	)		(5,105	)
Effect of taxes		—			1,008			1,008
Total current period other comprehensive (loss) income		4,583			(2,871	)		1,712
Accumulated other comprehensive (loss) income at September 30, 2025	$	(11,800	)	$	(2,234	)	$	(14,034	)

(1)

During the first quarter of 2025, the Company reclassified $4.1 million of tax effects related to Foreign Currency Translation Adjustments from accumulated other comprehensive (loss) income into earnings in connection with Section 987 of the Internal Revenue Code.

Share Repurchases

The Company repurchases shares under a share repurchase program authorized by its board of directors. In addition, the Company repurchases shares in connection with the vesting of restricted stock units (“RSUs”) and performance share awards (“PSAs”) granted to employees.

Repurchases for the three and nine months ended September 30, 2026 and 2025 are as follows:


	Three Months Ended September 30,
	2026				2025
	Shares		Amount Paid		Shares		Amount Paid
Vesting of RSUs		4,025	$	379		2,107	$	199


	Nine Months Ended September 30,
	2026				2025
	Shares		Amount Paid		Shares		Amount Paid
Share Repurchase Program		435,055	$	29,178		344,387	$	37,543
Vesting of RSUs and PSAs		52,252		3,940		44,951		4,493
Total		487,307	$	33,118		389,338	$	42,036

NOTE 10 – STOCK-BASED COMPENSATION

The Company granted stock awards in the form of RSUs, cash-settled RSUs, and performance shares to employees and non-employee directors under the 2018 Amended and Restated Omnibus Plan (the “2018 A&R Omnibus Plan”). On June 2, 2026, the Company’s stockholders approved the 2026 Omnibus Incentive Plan (the “2026 Omnibus Plan”) that replaced the 2018 A&R Omnibus Plan. As of September 30, 2026, 474,043 shares previously awarded under the 2018 A&R Omnibus Plan remained outstanding.

The 2026 Omnibus Plan allows the Company to grant up to 1,321,000 total shares of common stock to officers, key employees, and non-employee directors. As of September 30, 2026, the Company had 1,302,799 shares available for grant under the 2026 Omnibus Plan.

The following awards were granted during the three and nine months ended September 30, 2026 and 2025:


	Awards Granted				Average Grant Date Fair Value				Awards Granted				Average Grant Date Fair Value
	Three Months Ended				Three Months Ended				Nine Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2026		2025		2026		2025		2026		2025		2026		2025
Employee Stock Awards - RSUs		1,193		4,354	$	90.58	$	90.39		134,253		147,209	$	66.10	$	84.99
Employee Stock Awards - PSAs		—		—	$	—	$	—		70,836		75,313	$	66.40	$	76.42
Cash-Settled RSUs		1,210		1,740	$	90.58	$	90.39		71,178		75,161	$	66.28	$	84.96
Non-Employee Director Stock Awards - RSUs		15,939		12,040	$	72.45	$	87.16		15,939		12,484	$	72.45	$	87.06
Total		18,342		18,134						292,206		310,167

The total stock-based compensation expense was $5.6 million and $6.3 million for the three months ended September 30, 2026 and 2025, respectively, and $16.5 million and $16.1 million for the nine months ended September 30, 2026 and 2025, respectively. The unrecognized compensation expense at September 30, 2026 was $28.6 million, which is expected to be recognized over the next 1.7 years.

NOTE 11 – EARNINGS PER SHARE

Earnings per share (“EPS”), including the dilutive effect of stock awards for each period reported is summarized below:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands, except per share data)	2026		2025		2026		2025
Net Income	$	31,733	$	23,766	$	79,203	$	74,278

Weighted-average number of basic shares outstanding during the period		17,939		18,432		18,063		18,447
Dilutive effect of stock awards		116		94		111		95
Weighted-average number of diluted shares outstanding during the period		18,055		18,526		18,174		18,542

Basic EPS	$	1.77	$	1.29	$	4.38	$	4.03
Diluted EPS	$	1.76	$	1.28	$	4.36	$	4.01

The following weighted-average stock awards were excluded from the calculation of weighted-average diluted share computations because they were anti-dilutive:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
Anti-Dilutive Shares	2026		2025		2026		2025
Restricted Stock Units		3,582		60,168		2,327		4,193

NOTE 12 – FAIR VALUE

Financial instruments measured at fair value on a recurring basis and their location within the accompanying consolidated balance sheets are as follows:


	September 30, 2026
	Level 1		Level 2		Level 3		Total		Location on Balance Sheet
Assets:
Interest rate swaps - current portion	$	—	$	1,152	$	—	$	1,152	Prepaid expenses and other assets
Interest rate swaps - long-term portion		—		4,374		—		4,374	Other assets
Company-owned life insurance policies		—		27,920		—		27,920	Other assets

Liabilities:
Cash-Settled RSUs	$	—	$	3,211	$	—	$	3,211	Accrued salaries and benefits


	December 31, 2025
	Level 1		Level 2		Level 3		Total		Location on Balance Sheet
Assets:
Company-owned life insurance policies	$	—	$	26,373	$	—	$	26,373	Other assets

Liabilities:
Interest rate swaps - current portion	$	—	$	615	$	—	$	615	Accrued expenses and other current liabilities
Interest rate swaps - long-term portion		—		2,060		—		2,060	Other long-term liabilities
Cash-Settled RSUs		—		4,311		—		4,311	Accrued salaries and benefits

NOTE 13 – COMMITMENTS AND CONTINGENCIES

Letters of Credit and Guarantees

The Company had open standby letters of credit totaling $1.6 million at both September 30, 2026 and December 31, 2025. Open standby letters of credit reduce the Company’s borrowing capacity under the Previous Credit Agreement and the Amended and Restated Credit Agreement.

At September 30, 2026 and December 31, 2025, the Company had $3.3 million and $7.0 million, respectively, of bank guarantees for a facility lease and contract performance obligations.

Litigation and Claims

The Company is involved in various legal matters and proceedings arising in the ordinary course of business. While these matters and proceedings cause it to incur costs, including, but not limited to, attorneys’ fees, the Company currently believes that any ultimate liability arising out of these matters and proceedings will not have a material adverse effect on its financial position, results of operations, or cash flows.

NOTE 14 – SEGMENT INFORMATION

The Company provides a broad array of professional services to its clients across several markets, primarily within the U.S. The Company operates as a single reportable and operating segment because the Chief Operating Decision Maker (the “CODM”), which is the Chief Executive Officer, manages the business activities on a consolidated basis. Although the Company disaggregates its revenue by client market and client type, it does not manage its business or allocate resources based on client market or type.

The CODM assesses performance of the segment based on consolidated net income that is reported on the Company’s consolidated statements of comprehensive income. The CODM uses consolidated net income to evaluate the Company’s performance against budgets and decide whether to use the profits to invest in the business, paydown debt, repurchase stock, pay dividends, or fund acquisitions. Asset information provided to the CODM is not used for the purpose of making decisions and assessing performance of the Company.

The segment revenue, significant segment expenses, and segment profit are as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2026			2025			2026		2025
Revenue	$	470,497		$	465,405		$	1,382,492	$	1,429,178
Significant segment expenses:
Direct labor and related fringe benefit costs		180,068			178,002			524,542		556,072
Subcontractors and other direct costs		111,242			112,543			335,261		335,440
Indirect and selling expenses		125,632			122,261			367,787		377,169
Depreciation and amortization		5,684			5,004			17,070		15,797
Amortization of intangible assets acquired in business combinations		4,224			9,164			19,442		27,868
Interest expense		6,418			7,924			20,149		23,844
Provision for income taxes		5,600			6,980			18,300		16,419
Other segment (income) expense (1)		(104	)		(239	)		738		2,291
Net Income	$	31,733		$	23,766		$	79,203	$	74,278

(1)

Other segment (income) expense includes interest income, gains/losses on foreign currency, and disposition of assets.

NOTE 15 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

At September 30, 2026 and December 31, 2025, accrued expenses and other current liabilities consisted of the following:


	September 30, 2026		December 31, 2025
Client advances and restricted funds	$	92,745	$	47,245
Cash collected not yet remitted to purchaser of billed receivables		13,876		7,189
Other accrued expenses and current liabilities		15,258		16,906
Total accrued expenses and other current liabilities	$	121,879	$	71,340

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

Some of the statements in this Quarterly Report on Form 10-Q (this “Quarterly Report”) constitute forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. These statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will,” “would,” or similar words. You should read statements that contain these words carefully.

Our forward-looking statements are based on the beliefs and assumptions of our management and the information available to our management at the time these disclosures were prepared. Although we believe the expectations reflected in these statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report. We undertake no obligation to update these forward-looking statements, even if our situation changes in the future.

The terms “we,” “our,” “us,” and “the Company,” as used throughout this Quarterly Report, refer to ICF International, Inc. and its subsidiaries, unless otherwise indicated. The terms “federal” or “federal government” refer to the U.S. federal government, and “state and local” or “state and local government” refer to U.S. state and local governments and the governments of U.S. territories. The following discussion and analysis is intended to help the reader understand our business, financial condition, results of operations, and liquidity and capital resources. You should read this discussion in conjunction with our consolidated financial statements and the related notes contained elsewhere in this Quarterly Report and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026 (our “Annual Report”).

OVERVIEW AND OUTLOOK

We provide professional services and technology-based solutions, including management, technology, and policy consulting and implementation services. We help our clients conceive, develop, implement, and improve solutions that address complex business, natural resource, social, technological, and public safety issues. Our clients include U.S. federal, state, local and international governments or their agencies, as well as commercial entities. Our services primarily support clients that operate in these key markets:

•

Energy, Environment, Infrastructure, and Disaster Recovery;

•

Health and Social Programs; and

•

Security and Other Civilian & Commercial.

We provide services to our diverse client base that deliver value throughout the entire life cycle of a policy, program, project, or initiative. Our primary services include:

•

Advisory Services;

•

Program Implementation Services;

•

Analytics Services;

•

Digital Services; and

•

Engagement Services.

We believe that, in the long-term, demand for our services will continue to grow as government, industry, and other stakeholders seek to address critical long-term societal and natural resource issues due to heightened concerns about the environment and use of clean energy and energy efficiency, particularly as a result of increasing energy demand from data centers, cryptocurrency operations, and electrification of buildings and vehicles; health promotion, treatment, and cost control; the means by which healthcare can be delivered effectively on a cross-jurisdiction basis; natural disaster relief and rebuild efforts; and ongoing homeland security threats. In the wake of the major hurricanes that devastated communities in Texas, Florida, North Carolina, Louisiana, the U.S. Virgin Islands, and Puerto Rico, and the impact of wildfires in Hawaii, Oregon, and southern California, the affected areas remain in various stages of recovery efforts. We believe our prior and current experience with disaster relief and rebuild efforts, including after hurricanes (Katrina, Rita, Helene, and Milton) and Superstorm Sandy, and the wildfires in Oregon, put us in a favorable position to continue to provide recovery and housing assistance, and environmental and infrastructure solutions, including disaster mitigation, on behalf of federal departments and agencies, state, territorial, and local jurisdictions, and regional agencies.

As the federal government continues to sharpen its focus on efficiency, transparency, consolidation, and accountability, we see growth opportunities for our fit-for-purpose technology solutions. Our offerings are innovative, agile, scalable, and aligned with commercial best practices, delivering clear and measurable outcomes. By combining deep institutional knowledge of our clients’ markets and data with our proven expertise in artificial intelligence, open source, cloud-native, and commercially available off the shelf low-code and no-code platforms, we are able to deliver highly functional, cost-effective solutions that meet the evolving demands of our customers while driving greater value and impact for taxpayers.

Our future results will depend on the success of our strategy to enhance our client relationships and seek larger engagements that span the entire program life cycle, and to complete and successfully integrate additional strategic acquisitions. We will continue to focus on building scale in our vertical and horizontal domain expertise, developing business with our existing clients as well as new customers, and replicating our business model in selective geographies. In doing so, we will continue to evaluate strategic acquisition opportunities that enhance our subject matter knowledge, broaden our service offerings, gain access to or expand customer relationships, and/or provide scale in specific geographies.

Although we continue to see favorable long-term market opportunities, there are certain business challenges facing all government service providers. The very nature of opportunities arising out of disaster recovery means they can involve unusual challenges. Factors such as the overall stress on communities and people affected by disaster recovery situations, political complexities, challenges among involved government agencies, and a higher-than-normal risk of audits and investigations may result in a reduction to our revenue and profit and adversely affect cash flow; however, we believe we are well positioned to provide a broad range of services in support of initiatives that will continue to be priorities to the federal government, as well as to state and local and international governments and commercial clients.

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

There have been no material changes to our critical accounting estimates and policies from those disclosed in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

RESULTS OF OPERATIONS

The table below sets forth select line items of our unaudited consolidated statements of comprehensive income, the percentage of revenue for these select items, and the period-over-period rate of change and percentage of revenue for the periods indicated.

Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025


	Three Months Ended September 30,
	Dollars						Percentages of Revenue						Year-to-Year Change
(dollars in thousands)	2026			2025			2026			2025			Dollars			Percent
Revenue	$	470,497		$	465,405			100.0	%		100.0	%	$	5,092			1.1	%
Direct Costs:
Direct labor and related fringe benefit costs		180,068			178,002			38.3	%		38.2	%		2,066			1.2	%
Subcontractor and other direct costs		111,242			112,543			23.6	%		24.2	%		(1,301	)		(1.2	%)
Total Direct Costs		291,310			290,545			61.9	%		62.4	%		765			0.3	%
Operating Costs and Expenses:
Indirect and selling expenses		125,632			122,261			26.7	%		26.3	%		3,371			2.8	%
Depreciation and Amortization:
Depreciation and amortization		5,684			5,004			1.2	%		1.1	%		680			13.6	%
Amortization of intangible assets acquired in business combinations		4,224			9,164			0.9	%		2.0	%		(4,940	)		(53.9	%)
Total Depreciation and Amortization		9,908			14,168			2.1	%		3.1	%		(4,260	)		(30.1	%)
Total Operating Costs and Expenses		135,540			136,429			28.8	%		29.4	%		(889	)		(0.7	%)
Operating Income		43,647			38,431			9.3	%		8.2	%		5,216			13.6	%
Interest, net		(6,372	)		(7,861	)		(1.4	%)		(1.7	%)		1,489			(18.9	%)
Other income		58			176			—			—			(118	)		(67.0	%)
Income before Income Taxes		37,333			30,746			7.9	%		6.5	%		6,587			21.4	%
Provision for Income Taxes		5,600			6,980			1.2	%		1.5	%		(1,380	)		(19.8	%)
Net Income	$	31,733		$	23,766			6.7	%		5.0	%	$	7,967			33.5	%

Revenue. Revenue for the three months ended September 30, 2026 was $470.5 million, an increase of $5.1 million or 1.1%, compared to the same period in 2025. The following were changes in revenue from our various client markets:

•

Energy, Environment, Infrastructure, and Disaster Recovery client market revenues increased $7.1 million, or 2.9%, due to increases of $3.6 million, $1.5 million, $1.3 million, and $0.6 million from our U.S. federal government, international government, commercial, and U.S. state and local government clients, respectively.

•

Health and Social Programs client market revenues decreased $3.2 million, or 2.1%, due to a decrease of $11.6 million from our U.S. federal government clients, offset by increases of $4.2 million, $2.5 million, and $1.7 million from our U.S. state and local government, international government, and commercial clients, respectively.

•

Security and Other Civilian & Commercial client market revenues increased by $1.2 million, or 1.8%, due to increases of $1.4 million and $1.0 million from our U.S. state and local government and U.S. federal government clients, respectively, offset by decreases of $0.7 million and $0.5 million from our commercial and international government clients, respectively.

Revenue for the three months ended September 30, 2026 includes subcontractor and other direct costs, which decreased $1.3 million, or 1.2%, compared to 2025 and totaled $111.2 million and $112.5 million for the three months ended September 30, 2026 and 2025, respectively, and the margin on such costs.

Direct Costs. For the three months ended September 30, 2026, direct costs totaled $291.3 million compared to $290.5 million for the same period in 2025. As a percentage of direct costs, direct labor and related fringe benefit costs were 61.8% and 61.3%, respectively, and subcontractor and other direct costs as a percentage of direct costs were 38.2% and 38.7%, respectively. As a percentage of revenue, direct labor and related fringe benefit costs were 38.3% and 38.2%, respectively, and subcontractor and other direct costs were 23.6% and 24.2%, respectively, for the three months ended September 30, 2026 and 2025.

Indirect and selling expenses. For the three months ended September 30, 2026, indirect and selling expenses increased by $3.4 million, or 2.8%, compared to the prior year as a result of increases of $1.0 million and $2.3 million in indirect labor and related fringe benefit costs and general and administrative costs, respectively. The increase in general and administrative costs was primarily from higher software and travel expenses. As a percentage of total indirect and selling expenses, indirect labor and related fringe benefit costs were 72.0% and 73.2% for the three months ended September 30, 2026 and 2025, respectively, and general and administrative costs as a percentage of indirect and selling expenses were 28.0% and 26.8% for the three months ended September 30, 2026 and 2025, respectively.

Depreciation and amortization. Depreciation and amortization for the three months ended September 30, 2026 was $5.7 million compared to $5.0 million for the three months ended September 30, 2025. The change was due to incremental amortization associated with software placed in service during 2026.

The decrease in amortization of intangible assets acquired in business combinations was primarily due to certain intangible assets previously acquired becoming fully amortized.

Interest, net. The decrease of $1.5 million in interest, net, was primarily due to lower average debt balance of $418.8 million for the three months ended September 30, 2026 compared to $508.4 million for the same period in 2025. Interest from debt facilities was $5.3 million for the three months ended September 30, 2026, compared to $7.4 million for the three months ended September 30, 2025. Use of floating-to-fixed interest rate swap agreements to hedge the variable interest portion of debt facilities resulted in an increase of interest by less than $0.1 million for the three months ended September 30, 2026 compared to a reduction of $0.2 million for the same period in 2025. The average interest rate for our debt facilities was 4.9% for the three months ended September 30, 2026 compared to 5.7% for the same period in 2025. Inclusive of the impact of the swap agreements, our interest rate was 5.0% for the three months ended September 30, 2026 compared to 5.5% for the same period in 2025.

Other income. The change in other income for the three months ended September 30, 2026 as compared to 2025 was primarily due to lower foreign currency gains in 2026 of $0.1 million compared to $0.2 million in 2025.

Provision for Income Taxes. Our effective income tax rate for the three months ended September 30, 2026 and 2025 was 15.0% and 22.7%, respectively. The difference was primarily due to implementation of state tax planning strategies and changes to valuation allowances on research and development tax credit.

Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025


	Nine Months Ended September 30,
	Dollars						Percentages of Revenue						Year-to-Year Change
(dollars in thousands)	2026			2025			2026			2025			Dollars			Percent
Revenue	$	1,382,492		$	1,429,178			100.0	%		100.0	%	$	(46,686	)		(3.3	%)
Direct Costs:
Direct labor and related fringe benefit costs		524,542			556,072			37.9	%		38.9	%		(31,530	)		(5.7	%)
Subcontractor and other direct costs		335,261			335,440			24.3	%		23.5	%		(179	)		(0.1	%)
Total Direct Costs		859,803			891,512			62.2	%		62.4	%		(31,709	)		(3.6	%)
Operating Costs and Expenses:
Indirect and selling expenses		367,787			377,169			26.6	%		26.4	%		(9,382	)		(2.5	%)
Depreciation and Amortization:
Depreciation and amortization		17,070			15,797			1.2	%		1.1	%		1,273			8.1	%
Amortization of intangible assets acquired in business combinations		19,442			27,868			1.4	%		1.9	%		(8,426	)		(30.2	%)
Total Depreciation and Amortization		36,512			43,665			2.6	%		3.0	%		(7,153	)		(16.4	%)
Total Operating Costs and Expenses		404,299			420,834			29.2	%		29.4	%		(16,535	)		(3.9	%)
Operating Income		118,390			116,832			8.6	%		8.2	%		1,558			1.3	%
Interest, net		(19,846	)		(23,620	)		(1.4	%)		(1.6	%)		3,774			(16.0	%)
Other expense		(1,041	)		(2,515	)		(0.1	%)		(0.2	%)		1,474			(58.6	%)
Income before Income Taxes		97,503			90,697			7.1	%		6.4	%		6,806			7.5	%
Provision for Income Taxes		18,300			16,419			1.3	%		1.1	%		1,881			11.5	%
Net Income	$	79,203		$	74,278			5.8	%		5.3	%	$	4,925			6.6	%

Revenue. The decrease in revenue of $46.7 million was driven by a reduction of $82.9 million from our U.S. federal government clients, primarily as a result of terminated contracts in the first six months of 2025 due to the Administration’s changing priorities and the actions recommended by the Department of Government Efficiency as well as the disruption of the typical U.S. federal government procurement cycle. This decline was offset by increases of $18.5 million, $13.5 million, and $4.2 million from our international government, commercial, and U.S. state and local government clients, respectively. The following were changes in revenue from our various client markets:

•

Energy, Environment, Infrastructure, and Disaster Recovery client market revenues increased $3.1 million, or 0.4%, driven by increases of $9.8 million and $5.0 million from our commercial and international government clients, respectively, offset by decreases of $8.2 million and $3.5 million from our U.S. federal government and U.S. state and local government clients, respectively.

•

Health and Social Programs client market revenues decreased $30.2 million, or 6.3%, driven by a decrease of $58.9 million from our U.S. federal government clients, offset by increases of $14.7 million, $8.5 million, and $5.5 million from our international government, commercial, and U.S. state and local government clients, respectively.

•

Security and Other Civilian & Commercial client market revenues decreased $19.6 million, or 9.1%, driven by decreases of $15.8 million, $4.9 million, and $1.2 million from our U.S. federal government, commercial, and international government clients, respectively, offset by an increase of $2.3 million from our U.S. state and local government clients.

Revenue for the nine months ended September 30, 2026 includes subcontractor and other direct costs, which decreased $0.2 million, or 0.1%, and totaled $335.3 million and $335.4 million for the nine months ended September 30, 2026 and 2025, respectively, and the margin on such costs.

Direct Costs. The decrease of $31.7 million in direct costs was primarily a result of terminated U.S. federal government contracts during the first six months of 2025. For the nine months ended September 30, 2026 and 2025, direct labor and related fringe benefit costs as a percentage of direct costs were 61.0% and 62.4%, respectively, and subcontractor and other direct costs as a percentage of direct costs were 39.0% and 37.6%, respectively. As a percentage of revenue, direct labor and related fringe benefit costs were 37.9% and 38.9%, respectively, and subcontractor and other direct costs were 24.3% and 23.5%, respectively, for the nine months ended September 30, 2026 and 2025. Total direct costs as a percentage of revenue were 62.2% for the nine months ended September 30, 2026, compared to 62.4% for the nine months ended September 30, 2025.

Indirect and selling expenses. For the nine months ended September 30, 2026, our indirect and selling expenses decreased by $9.4 million, or 2.5%, compared to the prior year, as a result of decreases of $8.6 million and $0.8 million in indirect labor and related fringe benefit costs and general and administrative costs, respectively. The decreases were primarily from our efforts to align indirect and selling expenses to support our ongoing operations. As a percentage of revenue, indirect and selling expenses were 26.6% and 26.4% for the nine months ended September 30, 2026 and 2025, respectively.

Depreciation and amortization. Depreciation and amortization for the nine months ended September 30, 2026 was $17.1 million compared to $15.8 million for the nine months ended September 30, 2025. The change was primarily due to incremental amortization associated with software placed in service during 2026.

The decrease in amortization of intangible assets acquired in business combinations was primarily due to certain intangible assets previously acquired becoming fully amortized.

Interest, net. The decrease of $3.8 million in interest, net, was primarily due to lower average debt balance of $443.9 million for the nine months ended September 30, 2026 compared to $521.6 million for the same period in 2025. Interest from debt facilities was $16.7 million for the nine months ended September 30, 2026, compared to $22.5 million for the nine months ended September 30, 2025. Use of floating-to-fixed interest rate swap agreements to hedge the variable interest portion of debt facilities resulted in an increase of interest by $0.1 million for the nine months ended September 30, 2026 compared to a reduction of $1.1 million for the same period in 2025. The average interest rate for our debt facilities was 5.0% for the nine months ended September 30, 2026 compared to 5.7% for the same period in 2025. Inclusive of the impact of the swap agreements, our interest rate was 5.0% for the nine months ended September 30, 2026 compared to 5.4% for the same period in 2025.

Other expense. The change in other expense for the nine months ended September 30, 2026 as compared to 2025 was primarily due to lower foreign currency expense in 2026 partially offset by higher losses from disposal of assets in 2026 compared to 2025.

Provision for Income Taxes. Our effective income tax rate for the nine months ended September 30, 2026 and 2025 was 18.8% and 18.1%, respectively. The 2026 rate was comparable to 2025 as a result of certain state tax planning implemented during the year and changes to valuation allowances on research and development tax credit.

NON-GAAP MEASURES

The following tables provide reconciliations of financial measures that are not calculated in accordance with generally accepted accounting principles in the U.S. (“non-GAAP”) to their most comparable U.S. GAAP measures. While we believe that these non-GAAP financial measures provide additional information to investors and may be useful in evaluating our financial information and assessing ongoing trends to better understand our operations, they should be considered supplemental in nature and not as a substitute for financial information prepared in accordance with U.S. GAAP. Other companies may define similarly titled non-GAAP measures differently, thus limiting their use for comparability.

EBITDA and Adjusted EBITDA

Earnings before interest, tax, and depreciation and amortization (“EBITDA”) is a measure we use to evaluate operating performance. Adjusted EBITDA is EBITDA further adjusted to eliminate the impact of certain items that we do not consider to be indicative of the performance of our ongoing operations (“Adjusted EBITDA”). We evaluate these adjustments on an individual basis based on both the quantitative and qualitative aspects of the item, including their size and nature, as well as whether we expect them to recur as part of our normal business on a regular basis.

EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow as these measures do not include certain cash requirements such as interest payments, tax payments, capital expenditures, and debt service.

The following table presents a reconciliation of net income to EBITDA and Adjusted EBITDA for the periods indicated.


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2026		2025		2026		2025
Net income	$	31,733	$	23,766	$	79,203	$	74,278
Interest, net		6,372		7,861		19,846		23,620
Provision for income taxes		5,600		6,980		18,300		16,419
Depreciation and amortization		9,908		14,168		36,512		43,665
EBITDA		53,613		52,775		153,861		157,982
Acquisition and divestiture-related expenses (1)		290		25		984		479
Severance and other costs related to staff realignment (2)		255		359		614		2,909
Charges and adjustments related to facility consolidations and office closures (3)		11		—		983		(138	)
Total Adjustments		556		384		2,581		3,250
Adjusted EBITDA	$	54,169	$	53,159	$	156,442	$	161,232

(1)

These are primarily third-party costs related to potential and/or closed acquisitions and integration of closed acquisitions.

(2)

These costs are due to involuntary employee termination benefits for (i) our officers and (ii) a group of employees who have been notified that they will be terminated as part of a business reorganization or exit.

(3)

These charges and adjustments are related to previously exited leased facilities and the closure of certain international offices.

Non-GAAP Diluted Earnings per Share

Non-GAAP diluted earnings per share (“Non-GAAP Diluted EPS”) represents diluted U.S. GAAP earnings per share (“U.S. GAAP Diluted EPS”) excluding the impact of the specific items noted above, amortization of acquired intangible assets, and the related income tax effects. While these adjustments may be recurring and not infrequent or unusual, we do not consider these adjustments to be indicative of the performance of our ongoing operations. We believe that the supplemental adjustments provide additional useful information to investors.

The following table presents a reconciliation of U.S. GAAP Diluted EPS to Non-GAAP Diluted EPS for the periods indicated.


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2026			2025			2026			2025
U.S. GAAP Diluted EPS	$	1.76		$	1.28		$	4.36		$	4.01
Acquisition and divestiture-related expenses		0.02			—			0.05			0.02
Severance and other costs related to staff realignment		0.01			0.02			0.02			0.16
Charges and adjustments related to facility consolidations and office closures		—			—			0.06			(0.01	)
Amortization of intangible assets acquired in business combinations (1)		0.23			0.49			1.07			1.50
Income tax effects of the adjustments (2)		(0.04	)		(0.12	)		(0.22	)		(0.38	)
Non-GAAP Diluted EPS	$	1.98		$	1.67		$	5.34		$	5.30

(1)

The amortization of intangible assets acquired from business combinations totaled $4.2 million and $9.2 million for the three months ended September 30, 2026 and 2025, respectively, and $19.4 million and $27.9 million for the nine months ended September 30, 2026 and 2025, respectively.

(2)

Income tax effects were calculated using the effective tax rate, adjusted for certain discrete items, if any, of 15.0% and 22.7% for the three months ended September 30, 2026 and 2025, respectively, and 18.8% and 23.0% for the nine months ended September 30, 2026 and 2025, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Material Cash Requirements from Contractual Obligations. Contractual obligations requiring material cash outflows primarily consist of payments related to operating and finance leases for facilities and equipment, as well as scheduled principal and interest payments under our Credit Facility. See “Note 4 – Leases” and “Note 5 – Long-Term Debt,” respectively, in the “Notes to Consolidated Financial Statements” in this Quarterly Report for additional details.

Liquidity and Borrowing Capacity. In addition to cash and cash equivalents on hand and cash generated from operations, our primary source of liquidity is the Credit Facility with a syndicate of commercial banks, as described in “Note 5 – Long-Term Debt” in the “Notes to Consolidated Financial Statements” in this Quarterly Report. The Credit Facility requires that we remain in compliance with certain financial and non-financial covenants (as defined by the Amended and Restated Credit Agreement, see “Note 5 – Long-Term Debt” in the “Notes to Consolidated Financial Statements” in this Quarterly Report for additional details). As of September 30, 2026, we remained in compliance with these covenants, and we had $585.9 million of unused borrowing capacity under the $600.0 million revolving line of credit (inclusive of outstanding letters of credit totaling $1.6 million) and $400.0 million of unused delayed draw term loan facilities under the Credit Facility available to fund our ongoing operations, future acquisitions, dividend payments, and share repurchase program. Taking into account the financial and performance-based limitations, the available borrowing capacity was $619.0 million at September 30, 2026.

We have entered into floating-to-fixed interest rate swap agreements for a total notional value of $175.0 million to hedge a portion of our floating-rate debt under the Credit Facility. The interest rate swaps will expire in 2030, but we may consider entering into additional swap agreements prior to the expiration of these existing hedges. As of September 30, 2026, the percentage of our fixed-rate debt to total debt from the Credit Facility was 47%.

We provide support services to the U.S. federal government and any prolonged federal government shutdown may affect our abilities to generate cash from that business to certain degrees. There are other conditions, such as the ongoing wars in Ukraine, instabilities in the Middle East, and volatility in global trade (including the imposition of tariffs), that create uncertainty in the global economy, which in turn may impact, among other things, our ability to generate positive cash flows from operations and our ability to successfully execute and fund key initiatives. However, our current belief is that the combination of internally generated funds, available bank borrowing capacity, and cash and cash equivalents on hand will provide the required liquidity and capital resources necessary to fund ongoing operations, customary capital expenditures, quarterly cash dividends, share repurchases, and organic growth. Additionally, we continuously analyze our capital structure to ensure we have capital to fund future strategic acquisitions.

We continuously monitor the state of the financial markets to assess the availability of borrowing capacity under the Credit Facility and the cost of additional capital from both debt and equity markets. At present, we believe we will be able to continue to access these markets on commercially reasonable terms and conditions if we need additional capital in the near term.

Dividends. We have historically paid quarterly cash dividends to our stockholders of record at $0.14 per share. Total dividend payments during the nine months ended September 30, 2026 were $7.6 million.

Cash dividends declared thus far in 2026 are as follows:


Dividend Declaration Date	Dividend Per Share		Record Date	Payment Date
February 26, 2026	$	0.14	March 27, 2026	April 14, 2026
May 7, 2026	$	0.14	June 5, 2026	July 10, 2026
August 6, 2026	$	0.14	September 4, 2026	October 9, 2026
November 5, 2026	$	0.14	December 4, 2026	January 8, 2027

Cash Flow. The following table sets forth our sources and uses of cash for the nine months ended September 30, 2026 and 2025:


	Nine Months Ended
	September 30,
(in thousands)	2026			2025
Net Cash Provided by Operating Activities	$	131,748		$	66,244
Net Cash Used in Investing Activities		(14,402	)		(14,342	)
Net Cash Used in Financing Activities		(74,301	)		(18,226	)
Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash		(183	)		1,433
Net Change in Cash, Cash Equivalents, and Restricted Cash	$	42,862		$	35,109

Net cash provided by our operations during the nine months ended September 30, 2026 increased by $65.5 million compared to the same period in 2025 primarily due to lower taxes and interest payments and timing of cash advances related to certain energy incentive programs.

Cash used in investing activities for the nine months ended September 30, 2026 was comparable to the same period in 2025.

Cash used in financing activities for the nine months ended September 30, 2026 was higher than the same period in 2025 by $56.1 million primarily due to net repayment of debt and payment of costs related to the refinancing of our Credit Facility, partially offset by reduced cash used for share repurchases.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in the disclosures discussed in the section entitled “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of our Annual Report.

Item 4. Controls and Procedures

Disclosure Controls and Procedures and Internal Controls Over Financial Reporting. Management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act of 1934, as amended) and have concluded that as of September 30, 2026, our disclosure controls and procedures were effective. There have been no significant changes in our internal controls over financial reporting during the quarterly period covered by this report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in various legal matters and proceedings arising in the ordinary course of business. While these matters and proceedings cause us to incur costs, including, but not limited to, attorneys’ fees, we currently believe that any ultimate liability arising out of these matters and proceedings will not have a material adverse effect on our financial position, results of operations, or cash flows.

Item 1A. Risk Factors

There have been no material changes in the risk factors discussed in the section entitled “Risk Factors” disclosed in Part I, Item 1A of our Annual Report.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

Repurchases of Equity Securities. The following table summarizes the share repurchase activity for the three months ended September 30, 2026, including shares purchased in satisfaction of employee tax withholding obligations related to the settlement of restricted stock units.


Period	Total Number of Shares Purchased (1)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
July 1 - July 31		—	$	—		—	$	164,778,539
August 1 - August 31		4,025	$	94.12		—	$	164,778,539
September 1 - September 30		—	$	—		—	$	164,778,539
Total		4,025	$	94.12		—

(1)

The total number of shares purchased includes shares purchased from employees to pay required withholding taxes related to the settlement of restricted stock units in accordance with our applicable long-term incentive plan. During the three months ended September 30, 2026, we repurchased 4,025 shares of common stock from employees in satisfaction of tax withholding obligations at an average price of $94.12 per share.

(2)

The current share repurchase program, originally announced in September 2017, authorizes share repurchases in the aggregate up to $400.0 million and includes the $100.0 million increased authorization on June 25, 2026. The program and the authorized amount have no expiration date. Our Credit Facility permits annual share repurchases of at least $25.0 million; provided that the Company is not in default of its covenants, and higher amounts provided that our Consolidated Net Leverage Ratio (as defined in the Amended and Restated Credit Agreement) prior to and after giving effect to such repurchases is 0.50 to 1.00 less than the then-applicable maximum Consolidated Net Leverage Ratio and subject to a net liquidity of $100.0 million.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits


Exhibit Number		Exhibit

31.1		Certificate of the Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a). *

31.2		Certificate of the Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a). *

32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

101		The following materials from the ICF International, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements.*

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Submitted electronically herewith.

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, thereunto duly authorized.


	ICF INTERNATIONAL, INC.

November 5, 2026	By:	/s/ John Wasson
		John Wasson
		Chair and Chief Executive Officer
		(Principal Executive Officer)

November 5, 2026	By:	/s/ James Morgan
		James Morgan
		Chief Operating and Financial Officer (Principal Financial Officer)

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