ICF International, Inc.
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 27, 2026
ICFI$82.90+0.1%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(1)
Financial Statements
| Page | ||
| Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 248) | F-1 | |
|---|---|---|
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | F-4 | |
| Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024, and 2023 | F-5 | |
| Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025, 2024, and 2023 | F-6 | |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023 | F-7 | |
| Notes to Consolidated Financial Statements | F-8 |
(2)
Financial Statement Schedules
The financial statement schedule of the Registrant and its subsidiaries for fiscal years 2025, 2024, and 2023 required by Item 15(a) (Schedule II, Valuation and Qualifying Accounts) is included in Item 8 of this Annual Report on Form 10-K:
| Schedule II - Valuation and Qualifying Accounts | F-35 |
|---|
Schedules not filed have been omitted because they are not applicable, are not required or the information required to be set forth therein is included in the financial statements or notes thereto.
(3)
Exhibits
The following exhibits are included with this report or incorporated herein by reference:
| ExhibitNumber | Exhibit |
| 3.1 | Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q, filed August 3, 2017). |
| 3.2 | Amended and Restated Bylaws of ICF International, Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, filed September 26, 2023). |
| 4.1 | Specimen common stock certificate (Incorporated by reference to Exhibit 4.1 to the Company’s Form S-1/A (File No. 333-134018), filed September 12, 2006). |
| 4.2 | See Exhibits 3.1 and 3.2, above, for provisions of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company defining the rights of holders of common stock of the Company. |
| 4.3 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference to Exhibit 4.3 to the Company’s Form 10-K, filed February 25, 2022). |
| 10.1 | 2006 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Form S-1 (File No. 333-134018), filed May 11, 2006). + |
| 10.2 | ICF International, Inc. Nonqualified Deferred Compensation Plan, as amended and restated as of January 1, 2012 (Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-K, filed March 1, 2013). + |
| 10.3 | ICF International, Inc. Amended and Restated 2018 Omnibus Incentive Plan (Incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, filed April 21, 2023). + |
| 10.4 | Form of Restricted Stock Unit Award under the 2018 Omnibus Incentive Plan. (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed March 13, 2024). + |
| 10.5 | Form of Non-Employee Restricted Stock Unit Award under the 2018 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed June 27, 2018). + |
| 10.6 | Form of CEO Performance Share Award Agreement (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K, filed June 1, 2018). + |
| 10.7 | Form of CEO Performance Share Award Agreement (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K, filed March 13, 2024). + |
| 10.8 | Form of General Performance Share Award Agreement under the 2018 Omnibus Incentive Plan. (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, filed March 13, 2024). + |
| 10.9 | Form of Cash-Settled Restricted Stock Unit Award under the 2018 Omnibus Incentive Plan. (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed June 1, 2018). + |
| 10.10 | Restated Severance Protection Agreement between John Wasson and ICF International, Inc. dated October 1, 2019 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed October 1, 2019).+ |
| 10.11 | Amended Severance Letter Agreement by and between the Company and John Wasson, dated December 12, 2008 (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K, filed December 18, 2008). + |
| 10.12 | Employment Terms by and between the Company and James C. Morgan, dated June 8, 2012 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q, filed August 6, 2012). + |
| 10.13 | Severance Benefit/Protection Agreement by and between the Company and James C. Morgan, dated June 8, 2012 (Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q, filed August 6, 2012). + |
| 10.14 | Severance Letter Agreement by and between the Company and Sergio J. Ostria, dated March 6, 2012 (Incorporated by reference to Exhibit 10.18 to the Company’s Form 10-K, filed on March 8, 2016). + |
| 10.15 | Amended and Restated Credit Agreement, dated May 6, 2022 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed May 6, 2022). |
| 10.16 | First Amendment to Amended and Restated Credit Agreement, dated May 17, 2023 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed May 19, 2023). |
| 10.17 | Second Amendment to Amended and Restated Credit Agreement, dated November 6, 2023 (Incorporated by reference to Exhibit 10.17 to the Company's Form 10-K dated February 28, 2024). |
| 10.18 | Lease Agreement between ICF Consulting Group, Inc. and CRS Plaza II, LLC, dated as of October 24, 2019 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed October 30, 2019). |
| 19.1 | Insider Trading Policy (Incorporated by reference to Exhibit 19.0 to the Company’s Form 10-K, filed February 28, 2025). |
| 21.0 | Subsidiaries of the Registrant.* |
| 23.1 | Consent of Grant Thornton LLP.* |
| 31.1 | Certificate of the Principal Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a).* |
| 31.2 | Certificate of the Principal Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a).* |
| 32.1 | Certifications of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
| 32.2 | Certifications of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
| 97.0 | Compensation Recovery Policy (Incorporated by reference to Exhibit 97.0 to the Company’s Form 10-K, filed February 28, 2024). |
| 101 | The following materials from the ICF International, Inc. Annual Report on Form 10-K for the year ended December 31, 2025 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 | The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL |
- Submitted electronically herewith.
- Indicates a management contract or compensatory plan or arrangement required to be filed as an exhibit.
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