CACI: Leadership change

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 1, 2026, DeEtte Gray notified CACI International Inc (the “Company”) of her intention to retire as President, U.S. Operations, effective June 30, 2026. At the Company’s request, Ms. Gray has agreed to remain an employee of the Company as a Strategic Advisor from July 1, 2026 and December 31, 2026 (the “Transition Period”) to support an orderly leadership transition. In connection with her transition, the Company and Ms. Gray entered into a Transition and Separation Agreement dated June 3, 2026 (the “Transition Agreement”). The Transition Agreement, approved by the Company’s Human Resources and Compensation Committee, outlines the substantive transition and advisory duties (the “Transition Duties”) to be performed during the Transition Period and provides for the following compensation terms during the Transition Period: • Base Salary: Prorated portion of annualized base salary of $763,497. • Bonus: Ms. Gray will continue participation in the Company’s annual bonus plan at a reduced rate of 50% of her base salary during the Transition Period, which equates to approximately 25% of her annualized base salary at target performance. The bonus amount earned will be pro-rated and payable in accordance with the Company’s annual bonus plan. • Long-Term Incentives: Ms. Gray will receive a significantly reduced long-term, time-based equity grant conditioned on the performance of the Transition Duties and compliance with the terms of the Transition Agreement. While she remains an employee, she will continue to vest in outstanding l