Results of Operations and Financial Condition · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Other Events
Item 2.02 Results of Operations and Financial Condition On October 30, 2025, ICF International, Inc. (the “Company”) announced its financial results for the third quarter ended September 30, 2025. The press release containing this announcement is attached hereto as Exhibit 99.1.…
Filed Oct 30, 2025Accepted Oct 30, 2025, 4:09 PM EDTCIK 1362004Accession 0001193125-25-258534
ICF is a leading global solutions and technology provider. At ICF, business analysts and policy specialists work together with digital strategists, data scientists and creatives. We combine unmatched industry expertise with cutting-edge engagement capabilities to help organizations solve their most complex challenges. Since 1969, public and private sector clients have worked with ICF to navigate change and shape the future. Learn more at icf.com.
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Item 2.02Item 2.02 - Results of Operations
Item 2.02 Results of Operations and Financial Condition
On October 30, 2025, ICF International, Inc. (the “Company”) announced its financial results for the third quarter ended September 30, 2025. The press release containing this announcement is attached hereto as Exhibit 99.1.
The information contained in this report, including Exhibit 99.1, is considered to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. The information in this report shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
The release contains forward-looking statements regarding the Company and includes a cautionary statement identifying important factors that could cause actual result to differ materially from those anticipated.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) Executive Compensation Arrangements
The Company assessed the impact of the temporary shutdown of the U.S. Government on the federal government contract markets and its corresponding impact on the Company and employees. In consideration of the impact of such shutdown on our fellow employees and clients, John Wasson, as Chair, President and Chief Executive Officer recommended, the Board of Directors of the Company approved, and its named executive officers (including Mr. Wasson) have agreed, that it is appropriate to temporarily reduce the annual base salaries of the Company’s named executive officers by twenty percent (20%) during a period complying with applicable law and approximately equal to the length of the temporary shutdown.
These temporary base salary reductions for the Company’s named executive officers have been treated as a temporary pay cut, and the lost wages from that time period will not be paid.
Name Title Temporary Reduced Annual Base Salary Level
───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
John Wasson Chair, President and Chief Executive Officer $ 831,251.20
Anne Choate Executive Vice President, Group Leader $ 428,000.00
Barry Broadus Executive Vice President and Chief Financial Officer $ 411,840.00
James Morgan Executive Vice President and Chief Operating Officer $ 527,924.72
Sergio Ostria Executive Vice President $ 390,604.13
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events
On October 30, 2025, the Company's Board of Directors declared a quarterly dividend in an amount equal to $0.14 per share. This quarterly cash dividend will be paid on January 9, 2026, to stockholders of record as of the close of business on December 5, 2025.
The cash dividend policy and the payment of future cash dividends under that policy will be made at the discretion of the Company's Board of Directors and will depend on earnings, operating and financial conditions, capital requirements, and other factors deemed relevant by the Board, including the applicable requirements of the Delaware General Corporation Law and the best interests of the Company’s stockholders.
Filed exhibits (1)
EX-99.1 (by filename) icfi-ex99_1.htm
EX-99.1
2
icfi-ex99_1.htm
EX-99.1
EX-99.1
Exhibit 99.1
NEWS RELEASE
ICF Reports Third Quarter 2025 Results
―Revenues From Commercial Clients and State & Local and International Government Clients Increased 14% to Account for 57% of Q3 Revenues―
―Revenues from Commercial Energy Clients Up 24%―
―Favorable Mix and Effective Cost Management Continued to Drive Margin Expansion―
―Maintains Guidance Framework and Expects a Return to Revenue and Earnings Growth in 2026―
Third Quarter Highlights:
• Revenue Was $465 Million
• Net Income Was $24 Million; GAAP EPS Was $1.28
• Non-GAAP EPS1 Was $1.67, Inclusive of a Negative Tax Adjustment of $0.04 Per Share
• EBITDA1 Was $52.8 Million; Adjusted EBITDA1 Was $53.2 Million, or 11.4% of Total Revenues
• Contract Awards Were $714 Million for a Quarterly Book-to-Bill Ratio of 1.53
RESTON, Va., October 30, 2025 - ICF (NASDAQ: ICFI), a leading global solutions and technology provider, reported results for the third quarter ended September 30, 2025.
Commenting on the results, John Wasson, chair and chief executive officer, said, “Our third quarter performance demonstrates the benefits of ICF’s diversified client base, our agility in …