Material Event Form 8 K

Item 8.01 Other Matters

On November 14, 2024, the Board of Directors (the "Board") of ICF International, Inc. (the "Company") approved an increase to the Company's previously authorized share repurchase program ("Repurchase Program"), authorizing the purchase of up to an aggregate of $300 million (inclusive of the amounts set for the Company's Rule 10b-18 plan and any 10b5-1 trading plans), which reflects a $100 million increase from the previously authorized amount of $200 million, which was authorized by the Board in November 2023. Approximately $67 million of capacity was remaining under the previously authorized share repurchase program as of September 30, 2024. The overall Repurchase Program and authorized amount have no expiration date.



Share repurchases under the Repurchase Program may be made on the open market at prevailing market prices or through privately negotiated transactions at our discretion, subject to a number of factors, including market conditions and other business considerations. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 under the Exchange Act. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of shares of common stock under this authorization. Under any Rule 10b5-1 trading plan, the Company's third-party broker, subject to Securities and Exchange Commission regulations regarding certain price, market, volume and timing constraints, would have authority to purchase the Company's common stock in accordance with the terms of the plan. Whether repurchases are made and the timing and actual number of shares repurchased depends on a variety of factors including price, corporate capital requirements, other market conditions and regulatory requirements. The Repurchase Program may be accelerated, suspended, delayed or discontinued at any time without notice.

The Company cannot predict when or if it will repurchase any shares of common stock. As such, shares repurchased under the Repurchase Program will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, share price, general business and market conditions, and alternative investment opportunities. Information regarding share repurchases will be available in the Company's periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act. The Repurchase Program does not obligate the Company to repurchase any specific dollar amount or number of shares of the Company's common stock and share repurchases thereunder will be made in accordance with applicable securities laws.

Forward-Looking Statements

Statements that are not historical facts and involve known and unknown risks and uncertainties are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Such statements may concern our current expectations about our future results, plans, operations and prospects and involve certain risks, including those related to the government contracting industry generally; our particular business, including our dependence on contracts with U.S. federal government agencies; and our ability to acquire and successfully integrate businesses. These and other factors that could cause our actual results to differ from those indicated in forward-looking statements that are included in the "Risk Factors" section of our securities filings with the Securities and Exchange Commission. The forward-looking statements included herein are only made as of the date hereof, and we specifically disclaim any obligation to update these statements in the future.