ICF International, Inc.
For the period ended Jun 30, 2026. Filed Aug 6, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001193125-26-212358
Item 1A. Risk FactorsUnregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity SecuritiesDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001193125-26-338422
Item 1A. Risk FactorsUnregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity SecuritiesDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 12 previous paragraphs and 13 current paragraphs.
7 unchanged; 5 reworded; 1 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
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.
Added paragraphs (1)
Current report
Share Repurchase Program. During the quarter ended June 30, 2026, our Board of Directors (the “Board”) approved an increase of $100.0 million to the existing share repurchase program, increasing the aggregate authorization under the program from $300 million to $400 million.
Reworded paragraphs (5)
Previous wording
During the three months ended March 31, 2026, we repurchased 217,513 shares under our share repurchase program at an aggregate price of $15.0 million. As of March 31, 2026, $78.9 million of repurchase authority remained available for future approved share repurchases.
Current wording
During the three months ended June 30, 2026, we repurchased 217,542 shares under our share repurchase program at an aggregate price of $14.1 million. As of June 30, 2026, $164.8 million of repurchase authority remained available for future approved share repurchases.
Previous wording
Share Repurchase Program. One of the objectives of our share repurchase program has been to offset dilution resulting from our employee incentive plan. The timing and extent to which we repurchase our shares will depend upon the approval by our board of directors, market conditions, and other corporate considerations, as may be considered in our sole discretion. Repurchases are funded from our existing cash balances and/or borrowings, and repurchased shares are held as treasury stock.
Current wording
The timing and extent of our share repurchases will depend upon the approval by our Board, market conditions, and other corporate considerations. Repurchases are funded from our existing cash balances and/or borrowings, and repurchased shares are held as treasury stock.
Previous wording
Repurchases of Equity Securities. The following table summarizes the share repurchase activity for the three months ended March 31, 2026 for our share repurchase program and shares purchased in satisfaction of employee tax withholding obligations related to the settlement of restricted stock units.
Current wording
Repurchases of Equity Securities. The following table summarizes the share repurchase activity for the three months ended June 30, 2026, including shares purchased in satisfaction of employee tax withholding obligations related to the settlement of restricted stock units.
Previous wording
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 March 31, 2026, we repurchased 47,669 shares of common stock from employees in satisfaction of tax withholding obligations at an average price of $74.04 per share.
Current wording
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 June 30, 2026, we repurchased 558 shares of common stock from employees in satisfaction of tax withholding obligations at an average price of $66.22 per share.
Previous wording
The current share repurchase program authorizes share repurchases in the aggregate up to $300.0 million. 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 Leverage Ratio prior to and after giving effect to such repurchases is 0.50 to 1.00 less than the then-applicable maximum Consolidated Leverage Ratio and subject to a net liquidity of $100.00 million.
Current wording
The current share repurchase program authorizes share repurchases in the aggregate up to $400.0 million. 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.