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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

OR

☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 001-33045

ICF International, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware |  | 22-3661438
(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
1902 Reston Metro Plaza, Reston, VA |  | 20190
(Address of Principal Executive Offices) |  | (Zip Code)

Registrant’s telephone number, including area code: (703) 934-3000

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act.

Title of each class | Trading Symbols(s) | Name of each exchange on which registered
Common Stock | ICFI | The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ ‘‘smaller reporting company,’’ and ‘‘emerging growth company’’ in Rule 12b–2 of the Exchange Act.

Large accelerated filer |  | ☒ |  | Accelerated filer |  | ☐
Non-accelerated filer |  | ☐ |  | Smaller reporting company |  | ☐
|  |  |  | Emerging growth company |  | ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of October 24, 2025, there were 18,435,932 shares outstanding of the registrant’s common stock.

ICF INTERNATIONAL, INC. AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q FOR THE

PERIOD ENDED SEPTEMBER 30, 2025

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION | 4
Item 1. | Financial Statements | 4
| Consolidated Balance Sheets at September 30, 2025 (Unaudited) and December 31, 2024 | 4
| Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months and Nine Months Ended September 30, 2025 and 2024 | 5
| Consolidated Statements of Stockholders’ Equity (Unaudited) including the Three Months and Nine Months Ended September 30, 2025 and 2024 | 6
| Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2025 and 2024 | 8
| Notes to Consolidated Financial Statements | 9
| Note 1 - Basis of Presentation | 9
| Note 2 - Restricted Cash | 11
| Note 3 - Contract Receivables, Net | 11
| Note 4 - Leases | 12
| Note 5 - Debt | 13
| Note 6 - Revenue Recognition | 13
| Note 7 - Derivative Instruments and Hedging Activities | 14
| Note 8 - Income Taxes | 15
| Note 9 - Stockholders' Equity | 16
| Note 10 - Stock-Based Compensation | 18
| Note 11 - Acquisitions | 18
| Note 12 - Earnings Per Share | 19
| Note 13 - Fair Value | 19
| Note 14 - Commitments and Contingencies | 20
| Note 15 - Segment Information | 20
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 21
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 30
Item 4. | Controls and Procedures | 30
PART II. OTHER INFORMATION | 31
Item 1. | Legal Proceedings | 31
Item 1A. | Risk Factors | 31
Item 2. | Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities | 31
Item 3. | Defaults Upon Senior Securities | 31
Item 4. | Mine Safety Disclosures | 31
Item 5. | Other Information | 31

Item 6. | Exhibits | 32

PART I. FINANCI AL INFORMATION

Item 1. Fina ncial Statements

ICF International, Inc. and Subsidiaries

CONSOLIDATED B ALANCE SHEETS

(in thousands, except share and per share amounts) |  | September 30, 2025 |  |  | December 31, 2024 |
|  | (Unaudited) |  |  |  |
ASSETS |  |  |  |  |  |
Current Assets: |  |  |  |  |  |
Cash and cash equivalents |  | $ | 3,988 |  |  | $ | 4,960 |
Restricted cash |  |  | 46,965 |  |  |  | 13,857 |
Contract receivables, net |  |  | 233,014 |  |  |  | 256,923 |
Contract assets |  |  | 225,946 |  |  |  | 188,941 |
Prepaid expenses and other assets |  |  | 22,115 |  |  |  | 21,133 |
Income tax receivable |  |  | 36,952 |  |  |  | 6,260 |
Total Current Assets |  |  | 568,980 |  |  |  | 492,074 |
Property and Equipment, net |  |  | 58,807 |  |  |  | 66,503 |
Other Assets: |  |  |  |  |  |
Goodwill |  |  | 1,252,136 |  |  |  | 1,248,855 |
Other intangible assets, net |  |  | 88,824 |  |  |  | 111,701 |
Operating lease - right-of-use assets |  |  | 108,602 |  |  |  | 115,531 |
Deferred tax assets |  |  | — |  |  |  | 1,603 |
Other assets |  |  | 36,221 |  |  |  | 30,086 |
Total Assets |  | $ | 2,113,570 |  |  | $ | 2,066,353 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |
Current Liabilities: |  |  |  |  |  |
Accounts payable |  | $ | 139,235 |  |  | $ | 159,522 |
Contract liabilities |  |  | 34,680 |  |  |  | 24,580 |
Operating lease liabilities |  |  | 18,544 |  |  |  | 20,721 |
Finance lease liabilities |  |  | 2,681 |  |  |  | 2,612 |
Accrued salaries and benefits |  |  | 84,262 |  |  |  | 105,773 |
Accrued subcontractors and other direct costs |  |  | 50,791 |  |  |  | 49,271 |
Accrued expenses and other current liabilities |  |  | 73,182 |  |  |  | 86,701 |
Total Current Liabilities |  |  | 403,375 |  |  |  | 449,180 |
Long-term Liabilities: |  |  |  |  |  |
Long-term debt |  |  | 449,404 |  |  |  | 411,743 |
Operating lease liabilities - non-current |  |  | 144,077 |  |  |  | 155,935 |
Finance lease liabilities - non-current |  |  | 9,242 |  |  |  | 11,261 |
Deferred income taxes |  |  | 22,795 |  |  |  | — |
Other long-term liabilities |  |  | 60,556 |  |  |  | 55,775 |
Total Liabilities |  |  | 1,089,449 |  |  |  | 1,083,894 |
Commitments and Contingencies (Note 14) |  |  |  |  |  |
Stockholders’ Equity: |  |  |  |  |  |
Preferred stock, par value $.001; 5,000,000 shares authorized; none issued |  |  | — |  |  |  | — |
Common stock, par value $.001; 70,000,000 shares authorized; 24,345,942 and 24,186,962 shares issued at September 30, 2025 and December 31, 2024, respectively; 18,435,932 and 18,666,290 shares outstanding at September 30, 2025 and December 31, 2024, respectively |  |  | 24 |  |  |  | 24 |
Additional paid-in capital |  |  | 458,902 |  |  |  | 443,463 |
Retained earnings |  |  | 941,319 |  |  |  | 874,772 |
Treasury stock, 5,910,010 and 5,520,672 shares at September 30, 2025 and December 31, 2024, respectively |  |  | (362,090 | ) |  |  | (320,054 | )
Accumulated other comprehensive loss |  |  | (14,034 | ) |  |  | (15,746 | )
Total Stockholders’ Equity |  |  | 1,024,121 |  |  |  | 982,459 |
Total Liabilities and Stockholders’ Equity |  | $ | 2,113,570 |  |  | $ | 2,066,353 |

The accompanying notes are an integral part of these consolidated financial statements.

4

ICF International, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF COM PREHENSIVE INCOME

(UNAUDITED)

|  | Three Months Ended |  |  | Nine Months Ended |
|  | September 30, |  |  | September 30, |
(in thousands, except per share amounts) |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Revenue |  | $ | 465,405 |  |  | $ | 516,998 |  |  | $ | 1,429,178 |  |  | $ | 1,523,463 |
Direct Costs |  |  | 290,545 |  |  |  | 325,047 |  |  |  | 891,512 |  |  |  | 964,911 |
Operating costs and expenses: |  |  |  |  |  |  |  |  |  |  |  |
Indirect and selling expenses |  |  | 122,261 |  |  |  | 132,816 |  |  |  | 377,169 |  |  |  | 389,001 |
Depreciation and amortization |  |  | 14,168 |  |  |  | 13,111 |  |  |  | 43,665 |  |  |  | 40,176 |
Total operating costs and expenses |  |  | 136,429 |  |  |  | 145,927 |  |  |  | 420,834 |  |  |  | 429,177 |
Operating income |  |  | 38,431 |  |  |  | 46,024 |  |  |  | 116,832 |  |  |  | 129,375 |
Interest, net |  |  | (7,861 | ) |  |  | (7,195 | ) |  |  | (23,620 | ) |  |  | (23,136 | )
Other income (expense) |  |  | 176 |  |  |  | (899 | ) |  |  | (2,515 | ) |  |  | 767 |
Income before income taxes |  |  | 30,746 |  |  |  | 37,930 |  |  |  | 90,697 |  |  |  | 107,006 |
Provision for income taxes |  |  | 6,980 |  |  |  | 5,251 |  |  |  | 16,419 |  |  |  | 21,399 |
Net income |  | $ | 23,766 |  |  | $ | 32,679 |  |  | $ | 74,278 |  |  | $ | 85,607 |
Earnings per Share: |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | 1.29 |  |  | $ | 1.74 |  |  | $ | 4.03 |  |  | $ | 4.57 |
Diluted |  | $ | 1.28 |  |  | $ | 1.73 |  |  | $ | 4.01 |  |  | $ | 4.53 |
Weighted-average Shares: |  |  |  |  |  |  |  |  |  |  |  |
Basic |  |  | 18,432 |  |  |  | 18,760 |  |  |  | 18,447 |  |  |  | 18,752 |
Diluted |  |  | 18,526 |  |  |  | 18,910 |  |  |  | 18,542 |  |  |  | 18,915 |
Cash dividends declared per common share |  | $ | 0.14 |  |  | $ | 0.14 |  |  | $ | 0.42 |  |  | $ | 0.42 |
Other comprehensive (loss) income, net of tax |  |  | (1,733 | ) |  |  | (951 | ) |  |  | 1,712 |  |  |  | (610 | )
Comprehensive income, net of tax |  | $ | 22,033 |  |  | $ | 31,728 |  |  | $ | 75,990 |  |  | $ | 84,997 |

The accompanying notes are an integral part of these consolidated financial statements.

5

ICF International, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAU DITED)

|  | Common Stock |  |  | Additional Paid-in |  |  | Retained |  |  | Treasury Stock |  |  | Accumulated Other Comprehensive |  |  |  |
(in thousands) |  | Shares |  |  | Amount |  |  | Capital |  |  | Earnings |  |  | Shares |  |  | Amount |  |  | Loss |  |  | Total |
Balance at December 31, 2024 |  |  | 18,666 |  |  | $ | 24 |  |  | $ | 443,463 |  |  | $ | 874,772 |  |  |  | 5,520 |  |  | $ | (320,054 | ) |  | $ | (15,746 | ) |  | $ | 982,459 |
Net income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 26,851 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 26,851 |
Other comprehensive loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (2,713 | ) |  |  | (2,713 | )
Equity compensation |  |  | — |  |  |  | — |  |  |  | 4,186 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 4,186 |
Issuance of shares pursuant to vesting of restricted stock units |  |  | 116 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Payments for share repurchases |  |  | (356 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 356 |  |  |  | (39,343 | ) |  |  | — |  |  |  | (39,343 | )
Dividends declared |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (2,572 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (2,572 | )
Balance at March 31, 2025 |  |  | 18,426 |  |  | $ | 24 |  |  | $ | 447,649 |  |  | $ | 899,051 |  |  |  | 5,876 |  |  | $ | (359,397 | ) |  | $ | (18,459 | ) |  | $ | 968,868 |
Net income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 23,661 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 23,661 |
Other comprehensive income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 6,158 |  |  |  | 6,158 |
Equity compensation |  |  | — |  |  |  | — |  |  |  | 4,252 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 4,252 |
Issuance of shares pursuant to employee stock purchase plan and vesting of restricted stock units |  |  | 34 |  |  |  | — |  |  |  | 2,524 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 2,524 |
Payments for share repurchases |  |  | (31 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 31 |  |  |  | (2,494 | ) |  |  | — |  |  |  | (2,494 | )
Dividends declared |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (2,577 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (2,577 | )
Balance at June 30, 2025 |  |  | 18,429 |  |  | $ | 24 |  |  | $ | 454,425 |  |  | $ | 920,135 |  |  |  | 5,907 |  |  | $ | (361,891 | ) |  | $ | (12,301 | ) |  | $ | 1,000,392 |
Net income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 23,766 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 23,766 |
Other comprehensive loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1,733 | ) |  |  | (1,733 | )
Equity compensation |  |  | — |  |  |  | — |  |  |  | 4,477 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 4,477 |
Issuance of shares pursuant to vesting of restricted stock units |  |  | 10 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Payments for share repurchases |  |  | (3 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 3 |  |  |  | (199 | ) |  |  | — |  |  |  | (199 | )
Dividends declared |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (2,582 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (2,582 | )
Balance at September 30, 2025 |  |  | 18,436 |  |  | $ | 24 |  |  | $ | 458,902 |  |  | $ | 941,319 |  |  |  | 5,910 |  |  | $ | (362,090 | ) |  | $ | (14,034 | ) |  | $ | 1,024,121 |

6

|  | Common Stock |  |  | Additional Paid-in |  |  | Retained |  |  | Treasury Stock |  |  | Accumulated Other Comprehensive |  |  |  |
(in thousands) |  | Shares |  |  | Amount |  |  | Capital |  |  | Earnings |  |  | Shares |  |  | Amount |  |  | Loss |  |  | Total |
Balance at December 31, 2023 |  |  | 18,846 |  |  | $ | 24 |  |  | $ | 421,502 |  |  | $ | 775,099 |  |  |  | 5,136 |  |  | $ | (267,155 | ) |  | $ | (11,885 | ) |  | $ | 917,585 |
Net income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 27,317 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 27,317 |
Other comprehensive income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 684 |  |  |  | 684 |
Equity compensation |  |  | — |  |  |  | — |  |  |  | 3,551 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 3,551 |
Exercise of stock options |  |  | 2 |  |  |  | — |  |  |  | 107 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 107 |
Issuance of shares pursuant to vesting of restricted stock units |  |  | 125 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Payments for share repurchases |  |  | (218 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 218 |  |  |  | (30,475 | ) |  |  | — |  |  |  | (30,475 | )
Dividends declared |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (2,620 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (2,620 | )
Balance at March 31, 2024 |  |  | 18,755 |  |  | $ | 24 |  |  | $ | 425,160 |  |  | $ | 799,796 |  |  |  | 5,354 |  |  | $ | (297,630 | ) |  | $ | (11,201 | ) |  | $ | 916,149 |
Net income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 25,611 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 25,611 |
Other comprehensive loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (343 | ) |  |  | (343 | )
Equity compensation |  |  | — |  |  |  | — |  |  |  | 4,674 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 4,674 |
Issuance of shares pursuant to employee stock purchase plan and vesting of restricted stock units |  |  | 21 |  |  |  | — |  |  |  | 2,568 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 2,568 |
Payments for share repurchases |  |  | (19 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 19 |  |  |  | (2,711 | ) |  |  | — |  |  |  | (2,711 | )
Dividends declared |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (2,623 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (2,623 | )
Balance at June 30, 2024 |  |  | 18,757 |  |  | $ | 24 |  |  | $ | 432,402 |  |  | $ | 822,784 |  |  |  | 5,373 |  |  | $ | (300,341 | ) |  | $ | (11,544 | ) |  | $ | 943,325 |
Net income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 32,679 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 32,679 |
Other comprehensive loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (951 | ) |  |  | (951 | )
Equity compensation |  |  | — |  |  |  | — |  |  |  | 4,269 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 4,269 |
Issuance of shares pursuant to vesting of restricted stock units |  |  | 8 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Payments for share repurchases |  |  | (3 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 3 |  |  |  | (377 | ) |  |  | — |  |  |  | (377 | )
Dividends declared |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (2,628 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (2,628 | )
Balance at September 30, 2024 |  |  | 18,762 |  |  | $ | 24 |  |  | $ | 436,671 |  |  | $ | 852,835 |  |  |  | 5,376 |  |  | $ | (300,718 | ) |  | $ | (12,495 | ) |  | $ | 976,317 |

The accompanying notes are an integral part of these consolidated financial statements.

7

ICF International, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS O F CASH FLOWS

(UNAUDITED)

|  | Nine Months Ended |
|  | September 30, |
(in thousands) |  | 2025 |  |  | 2024 |
Cash Flows from Operating Activities |  |  |  |  |  |
Net income |  | $ | 74,278 |  |  | $ | 85,607 |
Adjustments to reconcile net income to net cash provided by operating activities: |  |  |  |  |  |
Provision for credit losses |  |  | (305 | ) |  |  | 3,176 |
Deferred income taxes and unrecognized income tax benefits |  |  | 20,186 |  |  |  | (16,957 | )
Non-cash equity compensation |  |  | 12,915 |  |  |  | 12,494 |
Depreciation and amortization |  |  | 43,665 |  |  |  | 40,176 |
Gain on divestiture of a business |  |  | — |  |  |  | (2,009 | )
Other operating adjustments, net |  |  | 3,837 |  |  |  | 2,206 |
Changes in operating assets and liabilities, net of the effects of acquisitions: |  |  |  |  |  |
Net contract assets and liabilities |  |  | (22,676 | ) |  |  | (40,155 | )
Contract receivables |  |  | 26,829 |  |  |  | (9,634 | )
Prepaid expenses and other assets |  |  | (2,470 | ) |  |  | (434 | )
Operating lease assets and liabilities, net |  |  | (6,774 | ) |  |  | (3,065 | )
Accounts payable |  |  | (21,099 | ) |  |  | (13,402 | )
Accrued salaries and benefits |  |  | (22,143 | ) |  |  | 2,889 |
Accrued subcontractors and other direct costs |  |  | (25 | ) |  |  | 9,660 |
Accrued expenses and other current liabilities |  |  | (9,804 | ) |  |  | 16,979 |
Income tax receivable and payable |  |  | (30,566 | ) |  |  | (9,574 | )
Other liabilities |  |  | 396 |  |  |  | (1,773 | )
Net Cash Provided by Operating Activities |  |  | 66,244 |  |  |  | 76,184 |
Cash Flows from Investing Activities |  |  |  |  |  |
Payments for purchase of property and equipment and capitalized software |  |  | (14,745 | ) |  |  | (15,559 | )
Proceeds from divestiture of a business |  |  | — |  |  |  | 1,985 |
Other investing, net |  |  | 403 |  |  |  | — |
Net Cash Used in Investing Activities |  |  | (14,342 | ) |  |  | (13,574 | )
Cash Flows from Financing Activities |  |  |  |  |  |
Advances from working capital facilities |  |  | 1,048,671 |  |  |  | 917,953 |
Payments on working capital facilities |  |  | (1,011,838 | ) |  |  | (930,043 | )
Proceeds from other short-term borrowings |  |  | 10,798 |  |  |  | 43,735 |
Repayments of other short-term borrowings |  |  | (16,620 | ) |  |  | (53,280 | )
Receipt of restricted contract funds |  |  | — |  |  |  | 1,275 |
Payment of restricted contract funds |  |  | — |  |  |  | (3,586 | )
Dividends paid |  |  | (7,775 | ) |  |  | (7,880 | )
Net payments for stock issuances and share repurchases |  |  | (39,512 | ) |  |  | (30,995 | )
Other financing, net |  |  | (1,950 | ) |  |  | (1,777 | )
Net Cash Used in Financing Activities |  |  | (18,226 | ) |  |  | (64,598 | )
Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash |  |  | 1,433 |  |  |  | 174 |
Net Change in Cash, Cash Equivalents, and Restricted Cash |  |  | 35,109 |  |  |  | (1,814 | )
Cash, Cash Equivalents, and Restricted Cash, Beginning of Period |  |  | 18,817 |  |  |  | 9,449 |
Cash, Cash Equivalents, and Restricted Cash, End of Period |  | $ | 53,926 |  |  | $ | 7,635 |
Supplemental Disclosure of Cash Flow Information |  |  |  |  |  |
Cash paid during the period for: |  |  |  |  |  |
Interest |  | $ | 20,045 |  |  | $ | 24,388 |
Income taxes |  | $ | 27,431 |  |  | $ | 50,382 |

The accompanying notes are an integral part of these consolidated financial statements.

8

Notes to Consolidated Financial Statements

(Unaudited)

(dollar amounts in tables in thousands, except share and per share data)

NOTE 1 – BASIS OF PRESENTATION

Basis of Presentation

The accompanying consolidated financial statements are of ICF International, Inc. (“ICFI”) and its principal subsidiary, ICF Consulting Group, Inc. (“Consulting,” and together with ICFI, the “Company”), and have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”). Consulting is a wholly owned subsidiary of ICFI. ICFI is a holding company with no operations or assets other than its investment in the common stock of Consulting. All other subsidiaries of the Company are wholly owned by Consulting. Intercompany transactions and balances have been eliminated. The terms “federal” or “federal government” refer to the U.S. federal government, and “state and local” or “state and local government” refer to U.S. state (including territories) and local governments, unless otherwise indicated.

Software assets, which were previously included within “Property and equipment, net” and “Other assets” on the Company’s consolidated balance sheets, have been reclassified and consolidated under “Other intangible assets, net”. To conform to the current year’s presentation, $1.6 million and $21.8 million, as of December 31, 2024, have been reclassified from “Property and equipment, net” and “Other assets” to “Other intangible assets, net,” respectively.

Previously separate financial statement line items “Depreciation and amortization” and “Amortization of intangible assets” on the Company’s consolidated statements of comprehensive income have been combined under “Depreciation and amortization”.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenue and expenses. Key estimates include those that are related to variable consideration on contracts with customers, costs to complete fixed-price contracts accounted for using cost-to-cost method, accrual of incentive compensation, reserves for tax benefits and valuation allowances on deferred tax assets, collectability of receivables, valuation and useful lives of acquired tangible and intangible assets, impairment of goodwill and long-lived assets, and contingencies. Actual results experienced by the Company may differ from management’s estimates.

During the three and nine months ended September 30, 2025, the Company recognized $0.9 million and $11.7 million, respectively, in net income as a result of changes in estimates related to fixed-price contracts accounted for under the percentage-of-completion method.

Interim Results

The unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These rules and regulations permit some of the information and footnote disclosures normally included in annual financial statements, prepared in accordance with U.S. GAAP, to be condensed or omitted. In management’s opinion, the unaudited consolidated financial statements contain all adjustments that are of a normal recurring nature, necessary for a fair presentation of the results of operations and financial position of the Company for the interim periods presented. The Company reports operating results and financial data in one operating segment and reporting unit. Operating results for the three-month and the nine-month periods ended September 30, 2025 and 2024 are not necessarily indicative of the results that may be expected for the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 31, 2024 and the notes thereto included in the Company’s Annual Report on Form 10-K.

9

Recent Accounting Pronouncements

Accounting Pronouncements Adopted

Financial Instruments—Credit Losses

In July 2025, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2025-05: Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). Under ASU 2025-05, entities may elect a practical expedient method for estimating the allowance for expected credit losses which assumes that the conditions as of the balance sheet date do not change for the remaining life of the asset when developing reasonable and supportable forecasts as part of estimating expected credit losses on current accounts receivable and contract assets. This ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company early adopted the provisions of ASU 2025-05 during the third quarter of 2025 and the adoption did not have any impact on the consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

Income Taxes

In December 2023, the FASB issued ASU 2023-09: Income Taxes: Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires greater disaggregation of income tax rates and amounts paid by entities. ASU 2023-09 specifically requires all entities to disclose, on an annual basis, disaggregated domestic and foreign pre-tax income or loss from continuing operations and the disaggregated income tax expense or benefit by federal, state, and foreign components, and a tabular rate reconciliation, using both percentages and reporting currency amounts, of eight specific categories as well as any individual reconciling items that are equal to or greater than 5% of a threshold computed by multiplying pretax income or loss from continuing operations by the applicable federal rate. Additionally, the amendments also require disclosure of income taxes paid disaggregated by federal, state, and foreign jurisdictions as well as any individual jurisdictions over 5% of the total income taxes paid. ASU 2023-09 will be effective for the Company for the fiscal year ending December 31, 2025. The amendments may be adopted on a prospective or retrospective basis. The adoption of the provisions of ASU 2023-09 for the fiscal year ending December 31, 2025 will result in expanded footnote disclosures.

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU 2024-03: Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires additional disaggregation of certain costs and expenses. ASU 2024-03 specifically requires all public entities to disclose within a tabular format the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities in each relevant expense caption as well as certain amounts that are already required to be disclosed under current U.S. GAAP. ASU 2024-03 also requires public entities to disclose a qualitative description of the composition of any amounts in relevant expense captions that are not separately disaggregated and the amount and definition of the entity’s selling expenses. ASU 2024-03 will be effective for the Company for the 2027 fiscal year and interim periods within the 2028 fiscal year, with early adoption permitted. The amendments may be adopted on a prospective or retrospective basis. The Company is currently evaluating the impact of the adoption of ASU 2024-03.

Intangibles—Goodwill and Other—Internal-Use Software

In September 2025, the FASB issued ASU 2025-06: Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes the accounting for internal-use software costs by removing all references to software development project stages so that the guidance is neutral to different software development methods. ASU 2025-06 will be effective for the Company for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments may be adopted on a prospective, retrospective, or modified basis. The Company is currently evaluating the impact of the adoption of ASU 2025-06.

10

NOTE 2 – RESTRICTED CASH

The following table provides a reconciliation of cash, cash equivalents, and restricted cash as of September 30, 2025 and 2024 to cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows for the nine months ended September 30, 2025 and 2024:

|  | September 30, 2025 |  |  | September 30, 2024 |
Cash and cash equivalents |  | $ | 3,988 |  |  | $ | 6,911 |
Restricted cash (1) |  |  | 49,938 |  |  |  | 724 |
Total of cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows |  | $ | 53,926 |  |  | $ | 7,635 |

(1)
Restricted cash at September 30, 2025 includes $3.0 million of long-term restricted cash that is part of "Other assets" on the Company's consolidated balance sheets.

Restricted cash is primarily related to the Company’s energy incentive business with public utility clients and restricted cash advances on certain programs. The restricted cash balance at September 30, 2025 includes restricted cash from the December 31, 2024 acquisition of Applied Energy Group, Inc. (“AEG”).

NOTE 3 – CONTRACT RECEIVABLES, NET

Contract receivables, net consisted of the following:

|  | September 30, 2025 |  |  | December 31, 2024 |
Billed and billable |  | $ | 236,800 |  |  | $ | 263,624 |
Allowance for expected credit losses |  |  | (3,786 | ) |  |  | (6,701 | )
Contract receivables, net |  | $ | 233,014 |  |  | $ | 256,923 |

The Company sells certain billed contract receivables in accordance with its Amended Master Receivables Purchase Agreement with MUFG Bank, Ltd. (“MUFG”). The following is a reconciliation of billed contract receivables sold to MUFG that were eligible and accounted for as sales under Accounting Standards Codification 860, Transfers and Servicing (“ASC 860”), including billed contract receivables sold to MUFG and collected from customers on behalf of MUFG during the nine months ended September 30, 2025 and 2024, and the balance of billed contract receivables not collected from customers as of September 30, 2025 and 2024, respectively:

|  | As of and for the Nine Months Ended |
|  | September 30, 2025 |  |  | September 30, 2024 |
Beginning balance, billed contract receivables sold and not yet collected (1) |  | $ | 25,966 |  |  | $ | 21,302 |
Billed contract receivables sold during the period (2) |  |  | 362,563 |  |  |  | 482,469 |
Collections from customers during the period (2) |  |  | (349,981 | ) |  |  | (473,037 | )
Ending balance, billed contract receivables sold and not yet collected (3) |  | $ | 38,549 |  |  | $ | 30,735 |

(1)
The beginning balanc es represent billed contract receivables that were previously sold and derecognized by the Company but had not been collected from customers as of January 1, 2025 and 2024, respectively.
(2)
For t he nine months ended September 30, 2025 and 2024, the Company recorded net inflows of $12.6 million and $9.4 million, respectively, in its cash flows from operating activities from the sale of billed contract receivables.
(3)
The ending balances represent billed contract receivables that were sold and derecognized by the Company but had not been collected from customers as of September 30, 2025 and 2024, respectively.

11

The following is a reconciliation of cash collections from customers of billed contract receivables previously sold to MUFG that were eligible and accounted for as sales under ASC 860, including collections from customers on behalf of MUFG of previously sold billed contract receivables and remittances of cash collections to MUFG during the nine months ended September 30, 2025 and 2024, and the balance of cash collected but not remitted to MUFG as of September 30, 2025 and 2024, respectively:

|  | As of and for the Nine Months Ended |
|  | September 30, 2025 |  |  | September 30, 2024 |
Beginning balance, cash collected but not yet remitted to MUFG (1) |  | $ | 23,339 |  |  | $ | 21,796 |
Collections from customers during the period (2) |  |  | 349,981 |  |  |  | 473,037 |
Remittances to MUFG during the period (2) |  |  | (361,462 | ) |  |  | (463,558 | )
Ending balance, cash collected but not yet remitted to MUFG (3) |  | $ | 11,857 |  |  | $ | 31,275 |

(1)
The beginning balances represent cash collected from customers on behalf of MUFG for billed contract receivables that were previously sold and derecognized by the Company but had not been remitted to MUFG as of January 1, 2025 and 2024, respectively.
(2)
For the nine months ended September 30, 2025 and 2024, the Company recorded a net outflow of $11.5 million and a net inflow of $9.5 million, respectively, in its cash flows from operating activities from the collection of billed contract receivables that were sold but not yet remitted to MUFG.
(3)
The ending balances are included as part of “Accrued expenses and other current liabilities” on the Company’s consolidated balance sheets.

The aggregate impact of the sale of billed contract receivables on the Company’s operating cash flows was net inflows of $1.1 million and $18.9 million for the nine months ended September 30, 2025 and 2024, respectively.

At September 30, 2025 and December 31, 2024, the amounts due to MUFG for cash collected and not yet remitted for billed contract receivables sold that did not qualify as sales under ASC 860 totaled $2.1 million and $7.9 million, respectively. These amounts are included as part of “Accrued expenses and other current liabilities” on the Company’s consolidated balance sheets, and included within cash flows from financing activities on the Company’s consolidated statements of cash flows.

NOTE 4 – LEASES

At September 30, 2025, the Company had operating and finance leases for facilities and equipment with remaining terms ranging from 1 to 13 years. Future minimum lease payments under non-cancellable operating and finance leases as of September 30, 2025 were as follows:

|  | Operating |  |  | Finance |
September 30, 2026 |  | $ | 23,656 |  |  | $ | 3,041 |
September 30, 2027 |  |  | 20,564 |  |  |  | 3,041 |
September 29, 2028 |  |  | 16,770 |  |  |  | 3,004 |
September 29, 2029 |  |  | 14,101 |  |  |  | 2,967 |
September 30, 2030 |  |  | 13,352 |  |  |  | 741 |
Thereafter |  |  | 108,400 |  |  |  | — |
Total future minimum lease payments |  |  | 196,843 |  |  |  | 12,794 |
Less: Interest |  |  | (34,222 | ) |  |  | (871 | )
Total lease liabilities |  | $ | 162,621 |  |  | $ | 11,923 |
Lease liabilities - current |  | $ | 18,544 |  |  | $ | 2,681 |
Lease liabilities - non-current |  |  | 144,077 |  |  |  | 9,242 |
Total lease liabilities |  | $ | 162,621 |  |  | $ | 11,923 |

12

NOTE 5 – DEBT

At September 30, 2025 and December 31, 2024, debt consisted of:

|  | September 30, 2025 |  |  | December 31, 2024 |
|  | Average Interest Rate |  | Outstanding Balance |  |  | Average Interest Rate |  | Outstanding Balance |
Term Loan |  |  |  | $ | 200,250 |  |  |  |  | $ | 200,250 |
Delayed-Draw Term Loan |  |  |  |  | 154,000 |  |  |  |  |  | 156,750 |
Revolving Credit |  |  |  |  | 96,809 |  |  |  |  |  | 57,225 |
Total before debt issuance costs |  | 5.7% |  |  | 451,059 |  |  | 6.6% |  |  | 414,225 |
Unamortized debt issuance costs |  |  |  |  | (1,655 | ) |  |  |  |  | (2,482 | )
Total |  |  |  | $ | 449,404 |  |  |  |  | $ | 411,743 |

|  | September 30, 2025 |  |  | December 31, 2024 |
Current portion of long-term debt |  | $ | — |  |  | $ | — |
Long-term debt - non-current |  |  | 449,404 |  |  |  | 411,743 |
Total |  | $ | 449,404 |  |  | $ | 411,743 |

As of September 30, 2025, the Company had $501.6 million of unused borrowing capacity under the $600.0 million revolving line of credit under a credit agreement with a group of lenders (the “Credit Facility”). The unused borrowing capacity is inclusive of outstanding letters of credit totaling $1.6 million. The average interest rate on borrowings under the Credit Facility was 5.7% for both the three months and the nine months ended September 30, 2025, respectively, and 6.6% for the twelve months ended December 31, 2024. Inclusive of the impact of floating-to-fixed interest rate swaps (see “Note 7 – Derivative Instruments and Hedging Activities”), the average interest rate was 5.5% for the three months ended September 30, 2025, 5.4% for the nine months ended September 30, 2025, and 5.3% for the twelve months ended December 31, 2024, respectively.

Future scheduled repayments of debt principal are as follows:

Payments due by |  | Term Loan |  |  | Delayed-Draw Term Loan |  |  | Revolving Credit |  |  | Total |
May 6, 2027 (Maturity) |  |  | 200,250 |  |  |  | 154,000 |  |  |  | 96,809 |  |  |  | 451,059 |

NOTE 6 – REVENUE RECOGNITION

Disaggregation of Revenue

The Company disaggregates revenue from clients into categories that depict how the nature, amount, and uncertainty of revenue and cash flows are affected by economic and business factors. Those categories are client market, client type, and contract mix.

|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
|  | Dollars |  |  | Percent |  |  | Dollars |  |  | Percent |  |  | Dollars |  |  | Percent |  |  | Dollars |  |  | Percent |
Client Market: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Energy, environment, infrastructure, and disaster recovery |  | $ | 246,239 |  |  |  | 53 | % |  | $ | 237,056 |  |  |  | 46 | % |  | $ | 732,182 |  |  |  | 51 | % |  | $ | 694,940 |  |  |  | 46 | %
Health and social programs |  |  | 151,976 |  |  |  | 33 | % |  |  | 196,772 |  |  |  | 38 | % |  |  | 480,489 |  |  |  | 34 | % |  |  | 583,415 |  |  |  | 38 | %
Security and other civilian & commercial |  |  | 67,190 |  |  |  | 14 | % |  |  | 83,170 |  |  |  | 16 | % |  |  | 216,507 |  |  |  | 15 | % |  |  | 245,108 |  |  |  | 16 | %
Total |  | $ | 465,405 |  |  |  | 100 | % |  | $ | 516,998 |  |  |  | 100 | % |  | $ | 1,429,178 |  |  |  | 100 | % |  | $ | 1,523,463 |  |  |  | 100 | %

13

|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
|  | Dollars |  |  | Percent |  |  | Dollars |  |  | Percent |  |  | Dollars |  |  | Percent |  |  | Dollars |  |  | Percent |
Client Type: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. federal government |  | $ | 198,042 |  |  |  | 43 | % |  | $ | 281,970 |  |  |  | 55 | % |  | $ | 641,240 |  |  |  | 45 | % |  | $ | 830,070 |  |  |  | 55 | %
U.S. state and local government |  |  | 81,698 |  |  |  | 17 | % |  |  | 78,686 |  |  |  | 15 | % |  |  | 244,491 |  |  |  | 17 | % |  |  | 240,801 |  |  |  | 16 | %
International government |  |  | 29,021 |  |  |  | 6 | % |  |  | 26,817 |  |  |  | 5 | % |  |  | 85,369 |  |  |  | 6 | % |  |  | 80,760 |  |  |  | 5 | %
Total Government |  |  | 308,761 |  |  |  | 66 | % |  |  | 387,473 |  |  |  | 75 | % |  |  | 971,100 |  |  |  | 68 | % |  |  | 1,151,631 |  |  |  | 76 | %
Commercial |  |  | 156,644 |  |  |  | 34 | % |  |  | 129,525 |  |  |  | 25 | % |  |  | 458,078 |  |  |  | 32 | % |  |  | 371,832 |  |  |  | 24 | %
Total |  | $ | 465,405 |  |  |  | 100 | % |  | $ | 516,998 |  |  |  | 100 | % |  | $ | 1,429,178 |  |  |  | 100 | % |  | $ | 1,523,463 |  |  |  | 100 | %

|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
|  | Dollars |  |  | Percent |  |  | Dollars |  |  | Percent |  |  | Dollars |  |  | Percent |  |  | Dollars |  |  | Percent |
Contract Mix: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Time-and-materials |  | $ | 205,683 |  |  |  | 44 | % |  | $ | 220,332 |  |  |  | 43 | % |  | $ | 621,422 |  |  |  | 43 | % |  | $ | 644,125 |  |  |  | 42 | %
Fixed-price |  |  | 226,781 |  |  |  | 49 | % |  |  | 236,770 |  |  |  | 46 | % |  |  | 703,321 |  |  |  | 49 | % |  |  | 696,910 |  |  |  | 46 | %
Cost-based |  |  | 32,941 |  |  |  | 7 | % |  |  | 59,896 |  |  |  | 11 | % |  |  | 104,435 |  |  |  | 8 | % |  |  | 182,428 |  |  |  | 12 | %
Total |  | $ | 465,405 |  |  |  | 100 | % |  | $ | 516,998 |  |  |  | 100 | % |  | $ | 1,429,178 |  |  |  | 100 | % |  | $ | 1,523,463 |  |  |  | 100 | %

Contract Assets and Liabilities

Contract assets consist of unbilled receivables on contracts where revenue recognized exceeds the amount billed. Contract liabilities result from advance payments received on a contract or from billings in excess of revenue recognized.

The following table summarizes the contract assets and liabilities as of September 30, 2025 and December 31, 2024:

|  | September 30, 2025 |  |  | December 31, 2024 |
Contract assets |  | $ | 225,946 |  |  | $ | 188,941 |
Contract liabilities (1) |  |  | (37,653 | ) |  |  | (24,580 | )
Net contract assets (liabilities) |  | $ | 188,293 |  |  | $ | 164,361 |

(1)
Contract liabilities as of September 30, 2025 include $3.0 million of long-term contract liabilities that is part of "Other long-term liabilities" on the Company's consolidated balance sheets.

The increase in net contract assets (liabilities) is primarily due to the timing difference between the performance of services and billings to customers. During the nine months ended September 30, 2025 and 2024, the Company recognized $19.4 million and $17.1 million in revenue related to the contract liabilities balance at December 31, 2024 and 2023, respectively.

Unfulfilled Performance Obligations

Unfulfilled performance obligations (“UPO”) were $0.9 billion and $1.3 billion as of September 30, 2025 and December 31, 2024, respectively. During the nine months ended September 30, 2025, the Company received notices for termination-for-convenience pursuant to the executive orders issued by the Trump Administration or actions taken based on recommendations of the Department of Government Efficiency. The termination notices were received primarily in the first and second quarters of the 2025 fiscal year. As a result, the UPO as of September 30, 2025 reflects the impact of such actions totaling approxim ately $0.3 billion of UPO previously reported as of December 31, 2024.

The Company expects to recognize the remaining UPO as revenue of approximately 14% by December 31, 2025, 79% by December 31, 2026, and the remainder thereafter.

NOTE 7 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

At September 30, 2025, the Company had floating-to-fixed interest rate swap agreements (the “Swaps”) for an aggregate notio nal amount of $175.0 million.

During the second and third quarters of the 2025 fiscal year, the Company executed a strategy that extended the term of the existing Swaps at a lower interest rate while maintaining the same overall notional value of each Swap. After the modifications, $50.0 million wil l mature on February 28, 2030, $25.0 million will mature on June 26, 2030, and $100.0 million will mature on July 31,

14

2030. The Company has designated the modified Swap agreements as cash flow hedges. See “Note 5 – Debt” for details on the impact of the swap agreements on the Company’s interest rates. See “Note 13 – Fair Value” for the fair value of these Swaps.

NOTE 8 – INCOME TAXES

A reconciliation of the Company’s statutory rate to the effective tax rate (the “ETR”) for the three and nine months ended September 30, 2025 and 2024 is as follows:

| Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
| 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Statutory tax rate |  | 21.0 | % |  |  | 21.0 | % |  |  | 21.0 | % |  |  | 21.0 | %
State taxes, net of federal benefit |  | 6.1 | % |  |  | 6.0 | % |  |  | 6.1 | % |  |  | 6.0 | %
Return to provision adjustments |  | 4.4 | % |  |  | (11.0 | %) |  |  | 1.1 | % |  |  | (3.7 | %)
IRC 987 regulations |  | — |  |  |  | — |  |  |  | (4.9 | %) |  |  | — |
Equity-based compensation |  | (0.3 | %) |  |  | (0.3 | %) |  |  | 0.3 | % |  |  | (1.7 | %)
Uncertain tax position |  | 1.7 | % |  |  | 4.2 | % |  |  | 3.0 | % |  |  | 4.4 | %
Tax credits |  | (11.7 | %) |  |  | (8.5 | %) |  |  | (11.7 | %) |  |  | (8.5 | %)
Other |  | 1.5 | % |  |  | 2.4 | % |  |  | 3.2 | % |  |  | 2.5 | %
Effective tax rate |  | 22.7 | % |  |  | 13.8 | % |  |  | 18.1 | % |  |  | 20.0 | %

The return to provision adjustments and uncertain tax position recognized during the three and nine months ended September 30, 2025 and 2024 were primarily related to the Research & Experimentation (“R&E”) tax credits that were previously estimated prior to the 2024 and 2023 tax returns.

The ETR for the nine months ended September 30, 2025 includes income tax benefit recognized in the first quarter of 2025 from tax planning implemented in connection with the “transitional rules” governing unrealized foreign exchange gains and losses derived from translation of the operations, assets and liabilities of non-U.S. qualified subsidiaries provided by recently finalized U.S. federal tax regulations under Section 987 (“IRC 987”) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The regulations under IRC 987 are effective for the Company for tax years beginning after December 31, 2024, and require computation of a pre-transition foreign currency gain or loss to be included in the determination of future taxable income or loss and an analysis of the various elections available to taxpayers. Based on the Company’s current analysis of the regulations and the available election to amortize its pre-2025 cumulative unrealized foreign exchange gains and losses impacting U.S. taxation of foreign earnings under Subpart F of the Internal Revenue Code, the Company recognized a non-cash deferred income tax benefit of $4.5 million related to its election to amortize its pre-transition foreign currency losses against taxable income over ten years.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (the “OB3 Act”). The OB3 Act made permanent changes to certain key elements of the Tax Cuts and Jobs Act of 2017 (the “TCJA”), including 100% bonus depreciation, domestic research cost expensing, the business interest expense limitation, and the repeal of various clean energy tax credits. As a result, the OB3 Act impacted the Company’s income tax payables and deferred tax assets as of July 4, 2025, the date of enactment, via the reversal of approximately $32.0 million of deferred tax assets resulting from capitalized research expenses incurred through June 30, 2025. The reversal is reflected on the Company’s interim financial statements as of and for the quarter ended September 30, 2025 and the annual financial statements as of and for the year ended December 31, 2025. These capitalized research expenses are being electively recovered ratably over the 2025 and 2026 tax years as outlined in IRC 174A enacted via the OB3 Act.

15

NOTE 9 – STOCKHOLDERS’ EQUITY

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss as of September 30, 2025 and 2024 included the following:

|  | Three Months Ended September 30, 2025 |
|  | Foreign Currency Translation Adjustments |  |  | Change in Fair Value of Interest Rate Hedge Agreements |  |  | Total |
Accumulated other comprehensive (loss) income at June 30, 2025 |  | $ | (10,386 | ) |  | $ | (1,915 | ) |  | $ | (12,301 | )
Current period other comprehensive (loss) income: |  |  |  |  |  |  |  |  |
Other comprehensive (loss) income before reclassifications |  |  | (1,414 | ) |  |  | (178 | ) |  |  | (1,592 | )
Amounts reclassified from accumulated other comprehensive (loss) income (1) |  |  | — |  |  |  | (131 | ) |  |  | (131 | )
Effect of taxes |  |  | — |  |  |  | (10 | ) |  |  | (10 | )
Total current period other comprehensive (loss) income |  |  | (1,414 | ) |  |  | (319 | ) |  |  | (1,733 | )
Accumulated other comprehensive (loss) income at September 30, 2025 |  | $ | (11,800 | ) |  | $ | (2,234 | ) |  | $ | (14,034 | )

(1) The Company expects to reclassify approximately $0.3 million of unrealized losses related to the Change in Fair Value of Interest Rate Hedge Agreements from accumulated other comprehensive (loss) income into earnings during the next 12 months.

|  | Three Months Ended September 30, 2024 |
|  | Foreign Currency Translation Adjustments |  |  | Change in Fair Value of Interest Rate Hedge Agreement and Other Adjustments |  |  | Total |
Accumulated other comprehensive (loss) income at June 30, 2024 |  | $ | (14,463 | ) |  | $ | 2,919 |  |  | $ | (11,544 | )
Current period other comprehensive (loss) income: |  |  |  |  |  |  |  |  |
Other comprehensive (loss) income before reclassifications |  |  | 4,745 |  |  |  | (5,099 | ) |  |  | (354 | )
Amounts reclassified from accumulated other comprehensive (loss) income |  |  | — |  |  |  | (1,670 | ) |  |  | (1,670 | )
Effect of taxes |  |  | (758 | ) |  |  | 1,831 |  |  |  | 1,073 |
Total current period other comprehensive (loss) income |  |  | 3,987 |  |  |  | (4,938 | ) |  |  | (951 | )
Accumulated other comprehensive (loss) income at September 30, 2024 |  | $ | (10,476 | ) |  | $ | (2,019 | ) |  | $ | (12,495 | )

16

|  | Nine Months Ended September 30, 2025 |
|  | Foreign Currency Translation Adjustments |  |  | Change in Fair Value of Interest Rate Hedge Agreements |  |  | Total |
Accumulated other comprehensive (loss) income at December 31, 2024 |  | $ | (16,383 | ) |  | $ | 637 |  |  | $ | (15,746 | )
Current period other comprehensive (loss) income: |  |  |  |  |  |  |  |  |
Other comprehensive (loss) income before reclassifications |  |  | 8,677 |  |  |  | (2,868 | ) |  |  | 5,809 |
Amounts reclassified from accumulated other comprehensive (loss) income (1) |  |  | (4,094 | ) |  |  | (1,011 | ) |  |  | (5,105 | )
Effect of taxes |  |  | — |  |  |  | 1,008 |  |  |  | 1,008 |
Total current period other comprehensive (loss) income |  |  | 4,583 |  |  |  | (2,871 | ) |  |  | 1,712 |
Accumulated other comprehensive (loss) income at September 30, 2025 |  | $ | (11,800 | ) |  | $ | (2,234 | ) |  | $ | (14,034 | )

(1) During the first quarter of 2025, the Company reclassified $4.1 million of effect of taxes related to Foreign Currency Translation Adjustments from accumulated other comprehensive (loss) income into earnings in connection with IRC 987. See “Note 8 – Income Taxes”.

|  | Nine Months Ended September 30, 2024 |
|  | Foreign Currency Translation Adjustments |  |  | Change in Fair Value of Interest Rate Hedge Agreement and Other Adjustments |  |  | Total |
Accumulated other comprehensive (loss) income at December 31, 2023 |  | $ | (12,695 | ) |  | $ | 810 |  |  | $ | (11,885 | )
Current period other comprehensive (loss) income: |  |  |  |  |  |  |  |  |
Other comprehensive (loss) income before reclassifications |  |  | 2,877 |  |  |  | 1,161 |  |  |  | 4,038 |
Amounts reclassified from accumulated other comprehensive (loss) income |  |  | — |  |  |  | (5,002 | ) |  |  | (5,002 | )
Effect of taxes |  |  | (658 | ) |  |  | 1,012 |  |  |  | 354 |
Total current period other comprehensive (loss) income |  |  | 2,219 |  |  |  | (2,829 | ) |  |  | (610 | )
Accumulated other comprehensive (loss) income at September 30, 2024 |  | $ | (10,476 | ) |  | $ | (2,019 | ) |  | $ | (12,495 | )

Share Repurchases

The Company repurchases shares under the $300.0 million share repurchase program authorized by the Company’s board of directors. In addition, the Company repurchases shares in connection with the vesting of restricted stock units (“RSUs”) and performance share awards (“PSAs”) granted to employees. Repurchases for the three and nine months ended September 30, 2025 and 2024 are as follows:

| Three Months Ended September 30, |
| 2025 |  |  | 2024 |
| Shares |  | Amount Paid |  |  | Shares |  | Amount Paid |
Vesting of RSUs |  | 2,107 |  |  | 199 |  |  |  | 2,383 |  |  | 377 |

| Nine Months Ended September 30, |
| 2025 |  |  | 2024 |
| Shares |  | Amount Paid |  |  | Shares |  | Amount Paid |
Share Repurchase Program |  | 344,387 |  | $ | 37,543 |  |  |  | 191,000 |  | $ | 26,519 |
Vesting of RSUs and PSAs |  | 44,951 |  |  | 4,493 |  |  |  | 48,414 |  |  | 7,044 |
Total |  | 389,338 |  | $ | 42,036 |  |  |  | 239,414 |  | $ | 33,563 |

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NOTE 10 – STOCK-BASED COMPENSATION

The Company’s 2018 Amended and Restated Omnibus Incentive Plan (the “2018 A&R Omnibus Plan”) allows the Company to grant up to 2,050,000 total shares of common stock to officers, key employees, and non-employee directors. As of September 30, 2025, the Company had 786,096 shares available for grant under the 2018 A&R Omnibus Plan.

The following awards were granted during the three and nine months ended September 30, 2025 and 2024:

|  | Awards Granted |  |  | Average Grant Date Fair Value |  |  | Awards Granted |  |  | Average Grant Date Fair Value |
|  | Three Months Ended |  |  | Three Months Ended |  |  | Nine Months Ended |  |  | Nine Months Ended |
|  | September 30, |  |  | September 30, |  |  | September 30, |  |  | September 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Employee Stock Awards - RSUs |  |  | 4,354 |  |  |  | 672 |  |  | $ | 90.39 |  |  | $ | 153.50 |  |  |  | 147,209 |  |  |  | 83,467 |  |  | $ | 84.99 |  |  | $ | 152.59 |
Employee Stock Awards - PSAs |  |  | — |  |  |  | — |  |  | $ | — |  |  | $ | — |  |  |  | 75,313 |  |  |  | 28,088 |  |  | $ | 76.42 |  |  | $ | 166.78 |
Cash-Settled RSUs |  |  | 1,740 |  |  |  | 3,012 |  |  | $ | 90.39 |  |  | $ | 153.50 |  |  |  | 75,161 |  |  |  | 37,570 |  |  | $ | 84.96 |  |  | $ | 152.64 |
Non-Employee Director Stock Awards - RSUs |  |  | 12,040 |  |  |  | 6,618 |  |  | $ | 87.16 |  |  | $ | 135.91 |  |  |  | 12,484 |  |  |  | 6,618 |  |  | $ | 87.06 |  |  | $ | 135.91 |
Total |  |  | 18,134 |  |  |  | 10,302 |  |  |  |  |  |  |  |  |  | 310,167 |  |  |  | 155,743 |  |  |  |  |  |  |

The total stock-based compensation expense was $6.3 million and $16.1 million for the three and nine months ended September 30, 2025, respectively, and $6.6 million and $19.3 million for the three and nine months ended September 30, 2024 respectively. The unrecognized compensation expense at September 30, 2025 was $32.1 million, which is expected to vest over the next 1.7 years.

NOTE 11 – ACQUISITIONS

On December 31, 2024, the Company completed the acquisition of AEG, an energy technology and advisory services company, for $59.9 million in cash consideration. AEG provides a suite of integrated technology and advisory solutions to electric and gas utilities, state and local governments, and state energy offices nationwide which enhances the Company’s service offering and client footprint.

As part of the allocation of the purchase consideration, the Company recorded the following:

Net working capital | $ | 3,842 |
Property and equipment |  | 55 |
Customer-related intangibles |  | 20,000 |
Developed technology |  | 5,000 |
Trade names and trademarks |  | 350 |
Other, net |  | 48 |
Goodwill |  | 30,574 |
Purchase consideration | $ | 59,869 |

Net working capital includes restricted cash of $5.4 million, accounts receivable of $4.4 million, contract assets of $2.6 million, accrued expenses of $6.6 million, accounts payable of $1.3 million, and other assets and liabilities of $0.7 million.

The allocation of the purchase consideration was finalized during the third quarter of fiscal year 2025.

The estimated useful lives of acquired intangible assets are as follows:

Customer-related intangibles | 6.0 years
Developed technology | 4.0 years
Trade names and trademarks | 3.5 months

T he Company revised customer-related intangibles from an initial estimate of $21.0 million to $20.0 million and estimated useful life from 9.0 years to 6.0 years as a result of new information received during the quarter ended March 31, 2025. The Company also revised goodwill from an initial estimate of $30.2 million to $30.6 million, primarily as a result of the net working capital adjustments recorded during the quarter ended June 30, 2025.

18

The goodwill is attributable to the workforce of AEG and expected synergies with the Company. Goodwill has an indefinite life and is deductible for income tax purposes. The pro-forma impact of the acquisition is not material to the Company’s results of operations.

NOTE 12 – EARNINGS PER SHARE

Earnings per share (“EPS”), including the dilutive effect of stock awards for each period reported is summarized below:

|  | Three Months Ended |  |  | Nine Months Ended |
|  | September 30, |  |  | September 30, |
(in thousands, except per share data) |  | 2025 |  |  | 2024 |  |  | 2025 |  |  |  |  | 2024 |
Net Income |  | $ | 23,766 |  |  | $ | 32,679 |  |  | $ | 74,278 |  |  |  |  | $ | 85,607 |
Weighted-average number of basic shares outstanding during the period |  |  | 18,432 |  |  |  | 18,760 |  |  |  | 18,447 |  |  |  |  |  | 18,752 |
Dilutive effect of stock awards |  |  | 94 |  |  |  | 150 |  |  |  | 95 |  |  |  |  |  | 163 |
Weighted-average number of diluted shares outstanding during the period |  |  | 18,526 |  |  |  | 18,910 |  |  |  | 18,542 |  |  |  |  |  | 18,915 |
Basic EPS |  | $ | 1.29 |  |  | $ | 1.74 |  |  | $ | 4.03 |  |  |  |  | $ | 4.57 |
Diluted EPS |  | $ | 1.28 |  |  | $ | 1.73 |  |  | $ | 4.01 |  |  |  |  | $ | 4.53 |

There were 60,168 and 4,193 of potentially dilutive shares of restricted stock awards that were excluded from the calculation of weighted-average diluted share computations for the three and nine months ended September 30, 2025, respectively, because they were anti-dilutive. There were 324 and 190 potentially dilutive shares of restricted stock awards excluded for the three and nine months ended September 30, 2024, respectively, because they were anti-dilutive.

NOTE 13 – FAIR VALUE

Financial instruments measured at fair value on a recurring basis and their location within the accompanying consolidated balance sheets are as follows:

| September 30, 2025 |  |  |
(in thousands) | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |  |  | Location on Balance Sheet
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |
Interest rate swaps - current portion | $ | — |  |  | $ | 105 |  |  | $ | — |  |  | $ | 105 |  |  | Prepaid expenses and other assets
Company-owned life insurance policies |  | — |  |  |  | 25,943 |  |  |  | — |  |  |  | 25,943 |  |  | Other assets
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |
Interest rate swaps - current portion | $ | — |  |  | $ | 366 |  |  | $ | — |  |  | $ | 366 |  |  | Accrued expenses and other current liabilities
Interest rate swaps - long-term portion |  | — |  |  |  | 2,890 |  |  |  | — |  |  |  | 2,890 |  |  | Other long-term liabilities

| December 31, 2024 |  |  |
(in thousands) | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |  |  | Location on Balance Sheet
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |
Interest rate swaps - current portion | $ | — |  |  | $ | 825 |  |  | $ | — |  |  | $ | 825 |  |  | Prepaid expenses and other assets
Interest rate swaps - long-term portion |  | — |  |  |  | 129 |  |  |  | — |  |  |  | 129 |  |  | Other assets
Company-owned life insurance policies |  | — |  |  |  | 23,174 |  |  |  | — |  |  |  | 23,174 |  |  | Other assets
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |
Interest rate swaps - current portion | $ | — |  |  | $ | 15 |  |  | $ | — |  |  | $ | 15 |  |  | Accrued expenses and other current liabilities
Interest rate swaps - long-term portion |  | — |  |  |  | 153 |  |  |  | — |  |  |  | 153 |  |  | Other long-term liabilities

19

NOTE 14 – COMMITMENTS AND CONTINGENCIES

Letters of Credit and Guarantees

The Company had open standby letters of credit totaling $1.6 million at both September 30, 2025 and December 31, 2024. Open standby letters of credit reduce the Company’s borrowing capacity under the Credit Facility.

At September 30, 2025 and December 31, 2024, the Company had $7.0 million and $8.2 million, respectively, of bank guarantees for facility leases and contract performance obligations.

Litigation and Claims

The Company is involved in various legal matters and proceedings arising in the ordinary course of business. While these matters and proceedings cause it to incur costs, including, but not limited to, attorneys’ fees, the Company currently believes that any ultimate liability arising out of these matters and proceedings will not have a material adverse effect on its financial position, results of operations, or cash flows.

NOTE 15 – SEGMENT INFORMATION

The Company provides a broad array of professional services to its clients across several markets, primarily within the U.S. The Company operates as a single reportable and operating segment because the chief operating decision maker (the “CODM”), which is the Chief Executive Officer, manages the business activities on a consolidated basis. Although the Company disaggregates revenue by client market and client type, it does not manage its business or allocate resources based on client market or client type.

The CODM assesses segment performance based on consolidated net income as reported on the Company’s consolidated statements of comprehensive income. The CODM uses consolidated net income to evaluate the Company’s performance against budgets and decide whether to use the profits to invest in the business, pay down debt, repurchase stock, pay dividends, or fund acquisitions. Asset information provided to the CODM is not used for the purpose of making decisions and assessing performance of the Company.

The segment revenue, significant segment expenses, and segment profit are as follows:

|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Revenue |  | $ | 465,405 |  |  | $ | 516,998 |  |  | $ | 1,429,178 |  |  | $ | 1,523,463 |
Significant segment expenses: |  |  |  |  |  |  |  |  |  |  |  |
Direct labor and related fringe costs |  |  | 178,002 |  |  |  | 197,473 |  |  |  | 556,072 |  |  |  | 584,017 |
Subcontractors and other direct costs |  |  | 112,543 |  |  |  | 127,574 |  |  |  | 335,440 |  |  |  | 380,894 |
Indirect and selling expenses |  |  | 122,261 |  |  |  | 132,816 |  |  |  | 377,169 |  |  |  | 389,001 |
Depreciation and amortization |  |  | 5,004 |  |  |  | 4,820 |  |  |  | 15,797 |  |  |  | 15,303 |
Amortization of intangible assets acquired in business combinations |  |  | 9,164 |  |  |  | 8,291 |  |  |  | 27,868 |  |  |  | 24,873 |
Interest expense |  |  | 7,924 |  |  |  | 7,242 |  |  |  | 23,844 |  |  |  | 23,326 |
Provision for income taxes |  |  | 6,980 |  |  |  | 5,251 |  |  |  | 16,419 |  |  |  | 21,399 |
Other segment (income) expense (1) |  |  | (239 | ) |  |  | 852 |  |  |  | 2,291 |  |  |  | (957 | )
Net Income |  | $ | 23,766 |  |  | $ | 32,679 |  |  | $ | 74,278 |  |  | $ | 85,607 |

(1) Other segment (income) expense includes interest income, foreign currency expense, and gains/losses on disposition of assets.

20

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

Some of the statements in this Quarterly Report on Form 10-Q (this “Quarterly Report”) constitute forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. These statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will,” “would,” or similar words. You should read statements that contain these words carefully. The risk factors described in our filings with the Securities and Exchange Commission (the “SEC”), as well as any cautionary language in this Quarterly Report, provide examples of risks, uncertainties, and events that may cause actual results to differ materially from the expectations described in the forward-looking statements, including, but not limited to:

•
Failure by Congress or other governmental bodies to approve budgets and debt ceiling increases in a timely fashion and related reductions in government spending, as well as the impact resulting from a lengthy federal government shutdown;
•
Uncertainties relating to the Trump Administration’s (the “Administration”) policy changes and failure of the Administration to spend Congressionally mandated appropriations;
•
Failure of the Administration and Congress to agree on spending priorities, which may result in temporary shutdowns of non-essential federal functions, including our work to support such functions;
•
Changes in federal government budgeting and spending priorities;
•
Results of routine and non-routine government audits and investigations, including the unpredictability of the Administration’s executive orders and actions of the Department of Government Efficiency (“DOGE”);
•
Risks resulting from expanding our service offerings and client base;
•
Our dependence on contracts with United States (“U.S.”) federal, state and local, and international governments, agencies, and departments for the majority of our revenue;
•
Risks inherent in being engaged in significant and complex disaster relief efforts and grant management programs involving multiple tiers of government in very stressful environments;
•
Failure to realize the full amount of our backlog;
•
Dependence of our commercial work on certain sectors of the global economy that are highly cyclical;
•
Difficulties in identifying attractive acquisitions available at acceptable prices;
•
Acquisitions we undertake presenting integration challenges, failing to perform as expected, increasing our liabilities, and/or reducing our earnings; and
•
Additional risks as a result of having international operations, including foreign currency fluctuations.

Our forward-looking statements are based on the beliefs and assumptions of our management and the information available to our management at the time these disclosures were prepared. Although we believe the expectations reflected in these statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report. We undertake no obligation to update these forward-looking statements, even if our situation changes in the future.

The terms “we,” “our,” “us,” and “the Company,” as used throughout this Quarterly Report, refer to ICF International, Inc. and its subsidiaries, unless otherwise indicated. The terms “federal” or “federal government” refer to the U.S. federal government, and “state and local” or “state and local government” refer to U.S. state and local governments and the governments of U.S. territories. The following discussion and analysis is intended to help the reader understand our business, financial condition, results of operations, and liquidity and capital resources. You should read this discussion in conjunction with our consolidated financial statements and the related notes contained elsewhere in this Quarterly Report and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025 (our “Annual Report”).

21

OVERVIEW AND OUTLOOK

We provide professional services and technology-based solutions, including management, technology, and policy consulting and implementation services. We help our clients conceive, develop, implement, and improve solutions that address complex business, natural resource, social, technological, and public safety issues. Our services primarily support clients that operate in three key markets:

•
Energy, Environment, Infrastructure, and Disaster Recovery;
•
Health and Social Programs; and
•
Security and Other Civilian & Commercial.

We provide services to our diverse client base that deliver value throughout the entire life cycle of a policy, program, project, or initiative. Our primary services include:

•
Advisory Services;
•
Program Implementation Services;
•
Analytics Services;
•
Digital Services; and
•
Engagement Services.

We believe that, in the long-term, demand for our services will continue to grow as government, industry, and other stakeholders seek to address critical long-term societal and natural resource issues due to heightened concerns about the environment and use of clean energy and energy efficiency; health promotion, treatment, and cost control; the means by which healthcare can be delivered effectively on a cross-jurisdiction basis; natural disaster relief and rebuild efforts; and ongoing homeland security threats. In the wake of the major hurricanes that devastated communities in Texas, Florida, North Carolina, Louisiana, the U.S. Virgin Islands, and Puerto Rico, and the impact of wildfires in Hawaii, Oregon, and southern California, the affected areas remain in various stages of evacuation, relief, and recovery efforts. We believe our prior and current experience with disaster relief and rebuild efforts, including after hurricanes Katrina and Rita and Superstorm Sandy, and the wildfires in Oregon, put us in a favorable position to continue to provide recovery and housing assistance, and environmental and infrastructure solutions, including disaster mitigation, on behalf of federal departments and agencies, state, territorial, and local jurisdictions, and regional agencies.

As the federal government sharpens its focus on efficiency, transparency, consolidation, and accountability, we see growth opportunities for ICF’s fit-for-purpose technology solutions. Our offerings are innovative, agile, scalable, and aligned with commercial best practices, delivering clear and measurable outcomes. By combining deep institutional knowledge of our clients’ markets and data with our proven expertise in AI, open source, cloud-native, and commercially available off the shelf low-code and no-code platforms, we are able to deliver highly functional, cost-effective solutions that meet the evolving demands of our customers while driving greater value and impact for taxpayers.

Our future results will depend on the success of our strategy to enhance our client relationships and seek larger engagements that span the entire program life cycle, and to complete and successfully integrate additional strategic acquisitions. We will continue to focus on building scale in our vertical and horizontal domain expertise, developing business with our existing clients as well as new customers, and replicating our business model in selective geographies. In doing so, we will continue to evaluate strategic acquisition opportunities that enhance our subject matter knowledge, broaden our service offerings, gain access to or expand customer relationships, and/or provide scale in specific geographies.

Although we continue to see favorable long-term market opportunities, there are certain business challenges facing all government service providers. The very nature of opportunities arising out of disaster recovery means they can involve unusual challenges. Factors such as the overall stress on communities and people affected by disaster recovery situations, political complexities, challenges among involved government agencies, and a higher-than-normal risk of audits and investigations may result in a reduction to our revenue and profit and adversely affect cash flow; however, we believe we are well positioned to provide a broad range of services in support of initiatives that will continue to be priorities to the federal government, as well as to state and local and international governments and commercial clients.

As discussed in Part II, Item 7 of our Annual Report, during the nine months ended September 30, 2025 we received notices for termination-for-convenience pursuant to the executive orders issued by the Administration or actions by DOGE which resulted in a reduction of $418.2 million of our backlog. The termination notices were received primarily in the first and second quarters of the 2025 fiscal year. The revenue recognized in fiscal year 2024 from the contracts subject to these terminations represented approximately 6.4% of the total 2024 fiscal year revenue.

22

Our portfolio includes client work with the U.S. federal government. As a result of the federal government shutdown, which began on October 1, 2025, we have been impacted, to a degree, by a number of temporary stop work orders as the federal government paused non-essential functions. We estimate a reduction of $7.6 million in revenue for the month of October as a result of the federal government shutdown. We continue to take active measures to minimize the impact of the shutdown on our performance and our people, and expect to resume the support services to the federal government under the contracts once the shutdown ends and the stop work orders are lifted.

23

RESULTS OF OPERATIONS

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

The table below sets forth select line items of our unaudited consolidated statements of comprehensive income, the percentage of revenue for these select items, and the period-over-period rate of change and percentage of revenue for the periods indicated.

|  | Three Months Ended September 30, |  |  |  |  |  |  |
|  | Dollars |  |  | Percentages of Revenue |  |  | Year-to-Year Change |
(dollars in thousands) |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |  |  | Dollars |  |  | Percent |
Revenue |  | $ | 465,405 |  |  | $ | 516,998 |  |  |  | 100.0 | % |  |  | 100.0 | % |  | $ | (51,593 | ) |  |  | (10.0 | %)
Direct Costs: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Direct labor and related fringe benefit costs |  |  | 178,002 |  |  |  | 197,473 |  |  |  | 38.2 | % |  |  | 38.2 | % |  |  | (19,471 | ) |  |  | (9.9 | %)
Subcontractor and other direct costs |  |  | 112,543 |  |  |  | 127,574 |  |  |  | 24.2 | % |  |  | 24.7 | % |  |  | (15,031 | ) |  |  | (11.8 | %)
Total Direct Costs |  |  | 290,545 |  |  |  | 325,047 |  |  |  | 62.4 | % |  |  | 62.9 | % |  |  | (34,502 | ) |  |  | (10.6 | %)
Operating Costs and Expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Indirect and selling expenses |  |  | 122,261 |  |  |  | 132,816 |  |  |  | 26.3 | % |  |  | 25.7 | % |  |  | (10,555 | ) |  |  | (7.9 | %)
Depreciation and Amortization: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 5,004 |  |  |  | 4,820 |  |  |  | 1.1 | % |  |  | 0.9 | % |  |  | 184 |  |  |  | 3.8 | %
Amortization of intangible assets acquired in business combinations |  |  | 9,164 |  |  |  | 8,291 |  |  |  | 2.0 | % |  |  | 1.6 | % |  |  | 873 |  |  |  | 10.5 | %
Total Depreciation and Amortization |  |  | 14,168 |  |  |  | 13,111 |  |  |  | 3.1 | % |  |  | 2.5 | % |  |  | 1,057 |  |  |  | 8.1 | %
Total Operating Costs and Expenses |  |  | 136,429 |  |  |  | 145,927 |  |  |  | 29.4 | % |  |  | 28.2 | % |  |  | (9,498 | ) |  |  | (6.5 | %)
Operating Income |  |  | 38,431 |  |  |  | 46,024 |  |  |  | 8.2 | % |  |  | 8.9 | % |  |  | (7,593 | ) |  |  | (16.5 | %)
Interest, net |  |  | (7,861 | ) |  |  | (7,195 | ) |  |  | (1.7 | %) |  |  | (1.4 | %) |  |  | (666 | ) |  |  | 9.3 | %
Other income (expense) |  |  | 176 |  |  |  | (899 | ) |  |  | — |  |  |  | (0.2 | %) |  |  | 1,075 |  |  | nm |
Income before Income Taxes |  |  | 30,746 |  |  |  | 37,930 |  |  |  | 6.5 | % |  |  | 7.3 | % |  |  | (7,184 | ) |  |  | (18.9 | %)
Provision for Income Taxes |  |  | 6,980 |  |  |  | 5,251 |  |  |  | 1.5 | % |  |  | 1.0 | % |  |  | 1,729 |  |  |  | 32.9 | %
Net Income |  | $ | 23,766 |  |  | $ | 32,679 |  |  |  | 5.0 | % |  |  | 6.3 | % |  | $ | (8,913 | ) |  |  | (27.3 | %)

nm - not meaningful

Revenue. The decrease in revenue was driven by a reduction of $83.9 million from our U.S. federal government clients primarily as a result of terminated contracts during 2025 due to the Administration’s changing priorities and the actions recommended by DOGE, as well as the disruption in the typical U.S. federal government procurement cycle. This decline was offset by increases of $27.1 million, $3.0 million, and $2.2 million from our commercial, U.S. state and local government, and international government clients, respectively. The following were changes in revenue from our various client markets:

•
Energy, Environment, Infrastructure, and Disaster Recovery client market revenues increased $9.2 million, or 3.9%, driven by increases of $26.5 million, $3.2 million, and $2.6 million from our commercial, U.S. state and local government, and international government clients, respectively, offset by a decrease of $23.1 million from our U.S. federal government clients.
•
Health and Social Programs client market revenues decreased $44.8 million, or 22.8%, driven by decreases of $45.9 million and $0.2 million from our U.S. federal government and U.S. state and local government clients, respectively, offset by increases of $0.9 million and $0.4 million from our commercial and international government clients, respectively.
•
Security and Other Civilian & Commercial client market revenues decreased by $16.0 million, or 19.2%, driven by decreases of $15.0 million, $0.7 million, and $0.3 million from our U.S. federal government, international government, and commercial clients, respectively.

Revenue for the three months ended September 30, 2025 includes subcontractor and other direct costs, which decreased $15.0 million, or 11.8%, from the third quarter of 2024 and totaled $112.5 million and $127.6 million for the three months ended September 30, 2025 and 2024, respectively, and the margin on such costs.

24

Direct Costs. The decrease of $34.5 million in direct costs was primarily a result of terminated U.S. federal government contracts during 2025. For the three months ended September 30, 2025 and 2024, direct labor and related fringe benefit costs as a percentage of direct costs were 61.3% and 60.8%, respectively, and subcontractor and other direct costs as a percentage of direct costs were 38.7% and 39.2%, respectively. As a percentage of revenue, direct labor and related fringe benefit costs were 38.2% and 38.2%, respectively, and subcontractor and other direct costs were 24.2% and 24.7%, respectively, for the three months ended September 30, 2025 and 2024. Total direct costs as a percentage of revenue were 62.4% for the three months ended September 30, 2025, compared to 62.9% for the three months ended September 30, 2024.

Indirect and selling expenses. For the three months ended September 30, 2025, indirect and selling expenses decreased by $10.6 million, or 7.9%, compared to the prior year, primarily as a result of a decrease of $6.6 million in general and administrative costs. Our indirect and selling expenses as a percentage of revenue were 26.3% for the three months ended September 30, 2025, compared to 25.7% for the three months ended September 30, 2024.

Depreciation and amortization. Depreciation and amortization for the three months ended September 30, 2025 was $5.0 million which was comparable to $4.8 million for the three months ended September 30, 2024.

The increase of $0.9 million in amortization of intangible assets acquired in business combinations from $8.3 million for the three months ended September 30, 2024 to $9.2 million for the three months ended September 30, 2025 was primarily due to the amortization of intangible assets acquired in our acquisition of Applied Energy Group (“AEG”) in the fourth quarter of 2024.

Interest, net. The increase of $0.7 million in interest, net, was primarily due to higher average debt balance of $508.4 million for the three months ended September 30, 2025 compared to $462.9 million for the same period in 2024. Interest from debt facilities was $7.4 million for the three months ended September 30, 2025, compared to $7.9 million for the three months ended September 30, 2024. Use of floating-to-fixed interest rate swap agreements to hedge the variable interest portion of debt facilities reduced interest by $0.2 million for the three months ended September 30, 2025 compared to a reduction of $1.7 million for the same period in 2024. The average interest rate for our debt facilities was 5.7% for the three months ended September 30, 2025 compared to 6.7% for 2024. Inclusive of the impact of the swap agreements, our interest rate was 5.5% for the three months ended September 30, 2025 compared to 5.3% for 2024.

Other income (expense). The change in other income (expense) was primarily due to $1.3 million in unrealized foreign currency losses in 2024 due to the depreciation of the U.S. dollar against the British pound and the Euro.

Provision for Income Taxes. Our effective income tax rate for the three months ended September 30, 2025 and 2024 was 22.7% and 13.8%, respectively. The difference was primarily due to unfavorable return to provision adjustments partially offset by adjustments to uncertain tax position related to research and experimentation tax credits.

25

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

The table below sets forth select line items of our unaudited consolidated statements of comprehensive income, the percentage of revenue for these select items, and the period-over-period rate of change and percentage of revenue for the periods indicated.

|  | Nine Months Ended September 30, |  |  |  |  |  |  |
|  | Dollars |  |  | Percentages of Revenue |  |  | Year-to-Year Change |
(dollars in thousands) |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |  |  | Dollars |  |  | Percent |
Revenue |  | $ | 1,429,178 |  |  | $ | 1,523,463 |  |  |  | 100.0 | % |  |  | 100.0 | % |  | $ | (94,285 | ) |  |  | (6.2 | %)
Direct Costs: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Direct labor and related fringe benefit costs |  |  | 556,072 |  |  |  | 584,017 |  |  |  | 38.9 | % |  |  | 38.3 | % |  |  | (27,945 | ) |  |  | (4.8 | %)
Subcontractor and other direct costs |  |  | 335,440 |  |  |  | 380,894 |  |  |  | 23.5 | % |  |  | 25.0 | % |  |  | (45,454 | ) |  |  | (11.9 | %)
Total Direct Costs |  |  | 891,512 |  |  |  | 964,911 |  |  |  | 62.4 | % |  |  | 63.3 | % |  |  | (73,399 | ) |  |  | (7.6 | %)
Operating Costs and Expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Indirect and selling expenses |  |  | 377,169 |  |  |  | 389,001 |  |  |  | 26.4 | % |  |  | 25.5 | % |  |  | (11,832 | ) |  |  | (3.0 | %)
Depreciation and Amortization: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 15,797 |  |  |  | 15,303 |  |  |  | 1.1 | % |  |  | 1.0 | % |  |  | 494 |  |  |  | 3.2 | %
Amortization of intangible assets acquired in business combinations |  |  | 27,868 |  |  |  | 24,873 |  |  |  | 1.9 | % |  |  | 1.6 | % |  |  | 2,995 |  |  |  | 12.0 | %
Total Depreciation and Amortization |  |  | 43,665 |  |  |  | 40,176 |  |  |  | 3.0 | % |  |  | 2.6 | % |  |  | 3,489 |  |  |  | 8.7 | %
Total Operating Costs and Expenses |  |  | 420,834 |  |  |  | 429,177 |  |  |  | 29.4 | % |  |  | 28.1 | % |  |  | (8,343 | ) |  |  | (1.9 | %)
Operating Income |  |  | 116,832 |  |  |  | 129,375 |  |  |  | 8.2 | % |  |  | 8.6 | % |  |  | (12,543 | ) |  |  | (9.7 | %)
Interest, net |  |  | (23,620 | ) |  |  | (23,136 | ) |  |  | (1.6 | %) |  |  | (1.5 | %) |  |  | (484 | ) |  |  | 2.1 | %
Other (expense) income |  |  | (2,515 | ) |  |  | 767 |  |  |  | (0.2 | %) |  |  | 0.1 | % |  |  | (3,282 | ) |  | nm |
Income before Income Taxes |  |  | 90,697 |  |  |  | 107,006 |  |  |  | 6.4 | % |  |  | 7.2 | % |  |  | (16,309 | ) |  |  | (15.2 | %)
Provision for Income Taxes |  |  | 16,419 |  |  |  | 21,399 |  |  |  | 1.1 | % |  |  | 1.4 | % |  |  | (4,980 | ) |  |  | (23.3 | %)
Net Income |  | $ | 74,278 |  |  | $ | 85,607 |  |  |  | 5.3 | % |  |  | 5.8 | % |  | $ | (11,329 | ) |  |  | (13.2 | %)

nm - not meaningful

Revenue. The decrease in revenue of $94.3 million was driven by a reduction of $188.8 million from our U.S. federal government clients primarily as a result of terminated contracts in the first nine months of 2025 due to the Administration’s changing priorities and the actions recommended by DOGE, as well as the disruption in the typical U.S. federal government procurement cycle. This decline was offset by increases of $86.2 million, $4.6 million, and $3.7 million from our commercial, international government, and U.S. state and local government clients, respectively. The following were changes in revenue from our various client markets:

•
Energy, Environment, Infrastructure, and Disaster Recovery client market revenues increased $37.2 million, or 5.4%, driven by increases of $79.8 million, $3.8 million, and $2.0 million from our commercial, international government, and U.S. state and local government clients, respectively, offset by a decrease of $48.4 million from our U.S. federal government clients.
•
Health and Social Programs client market revenues decreased $102.9 million, or 17.6%, driven by a decrease of $106.6 million from our U.S. federal government clients, offset by increases of $2.4 million, $0.9 million, and $0.4 million from our commercial, U.S. state and local government, and international government clients, respectively.
•
Security and Other Civilian & Commercial client market revenues decreased by $28.6 million, or 11.7%, driven by a decrease of $33.8 million from our U.S. federal government clients, offset by increases of $4.0 million, $0.8 million, and $0.4 million from our commercial, U.S. state and local government, and international government clients, respectively.

Revenue for the nine months ended September 30, 2025 includes subcontractor and other direct costs, which decreased $45.5 million, or 11.9%, and totaled $335.4 million and $380.9 million for the nine months ended September 30, 2025 and 2024, respectively, and the margin on such costs.

26

Direct Costs. The decrease of $73.4 million in direct costs was primarily a result of terminated U.S. federal government contracts during 2025. For the nine months ended September 30, 2025 and 2024, direct labor and related fringe benefit costs as a percentage of direct costs were 62.4% and 60.5%, respectively, and subcontractor and other direct costs as a percentage of direct costs were 37.6% and 39.5%, respectively. As a percentage of revenue, direct labor and related fringe benefit costs were 38.9% and 38.3%, respectively, and subcontractor and other direct costs were 23.5% and 25.0%, respectively, for the nine months ended September 30, 2025 and 2024. Total direct costs as a percentage of revenue were 62.4% for the nine months ended September 30, 2025, compared to 63.3% for the nine months ended September 30, 2024.

Indirect and selling expenses. For the nine months ended September 30, 2025, our indirect and selling expenses decreased by $11.8 million, or 3.0%, compared to the prior year, primarily as a result of a decrease of $11.1 million in general and administrative costs. The decrease in general and administrative costs was due, in part, to lower facilities expense as a result of facility consolidations in the fourth quarter of 2024. Our indirect and selling expenses as a percentage of revenue were 26.4% for the nine months ended September 30, 2025, compared to 25.5% for the nine months ended September 30, 2024.

Depreciation and amortization. Depreciation and amortization for the nine months ended September 30, 2025 was $15.8 million which is comparable to depreciation and amortization of $15.3 million for the nine months ended September 30, 2024.

The increase of $3.0 million in amortization of intangible assets acquired in business combinations was primarily due to the amortization of intangible assets acquired in our acquisition of AEG in the fourth quarter of 2024.

Interest, net. Interest, net, for the nine months ended September 30, 2025 was $23.6 million which is comparable to interest, net, of $23.1 million for the nine months ended September 30, 2024. Interest from debt facilities was $22.5 million for the nine months ended September 30, 2025, compared to $25.1 million for the nine months ended September 30, 2024. Use of floating-to-fixed interest rate swap agreements to hedge the variable interest portion of debt facilities decreased interest by $1.1 million for the nine months ended September 30, 2025 compared to a reduction of $5.0 million for the same period in 2024. Inclusive of the impact of the swap agreements, our interest rate was 5.4% for both the nine months ended September 30, 2025 and 2024.

Other (expense) income. The change in other (expense) income of $3.3 million year-over-year was primarily due to $2.0 million of gains from divestiture of our commercial marketing business recognized during the nine months ended September 30, 2024, and $2.6 million in unrealized foreign currency loss for the nine months ended September 30, 2025 compared to $1.2 million for the same period in 2024, resulting from depreciation of the U.S. dollar against the Euro and British pound, the principal currencies in which we transact. If the U.S. dollar experiences additional depreciation in 2025, we may incur additional foreign currency losses.

Provision for Income Taxes. Our effective income tax rate for the nine months ended September 30, 2025 and 2024 was 18.1%, compared to 20.0% for the nine months ended September 30, 2024. The difference was primarily due to unfavorable return to provision adjustments partially offset by adjustments to uncertain tax position related to research and experimentation tax credits.

NON-GAAP MEASURES

The following tables provide reconciliations of financial measures that are not calculated in accordance with generally accepted accounting principles in the U.S. (“non-GAAP”) to their most comparable U.S. GAAP measures. While we believe that these non-GAAP financial measures provide additional information to investors and may be useful in evaluating our financial information and assessing ongoing trends to better understand our operations, they should be considered supplemental in nature and not as a substitute for financial information prepared in accordance with U.S. GAAP. Other companies may define similarly titled non-GAAP measures differently, thus limiting their use for comparability.

EBITDA and Adjusted EBITDA

Earnings before interest, tax, and depreciation and amortization (“EBITDA”) is a measure we use to evaluate operating performance. Adjusted EBITDA is EBITDA further adjusted to eliminate the impact of certain items that we do not consider to be indicative of the performance of our ongoing operations (“Adjusted EBITDA”). We evaluate these adjustments on an individual basis based on both the quantitative and qualitative aspects of the item, including their size and nature, as well as whether we expect them to recur as part of our normal business on a regular basis.

EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow as these measures do not include certain cash requirements such as interest payments, tax payments, capital expenditures, and debt service.

27

The following table presents a reconciliation of net income to EBITDA and Adjusted EBITDA for the periods indicated.

|  | Three Months Ended |  |  | Nine Months Ended |
|  | September 30, |  |  | September 30, |
(in thousands) |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Net income |  | $ | 23,766 |  |  | $ | 32,679 |  |  | $ | 74,278 |  |  | $ | 85,607 |
Interest, net |  |  | 7,861 |  |  |  | 7,195 |  |  |  | 23,620 |  |  |  | 23,136 |
Provision for income taxes |  |  | 6,980 |  |  |  | 5,251 |  |  |  | 16,419 |  |  |  | 21,399 |
Depreciation and amortization |  |  | 14,168 |  |  |  | 13,111 |  |  |  | 43,665 |  |  |  | 40,176 |
EBITDA |  |  | 52,775 |  |  |  | 58,236 |  |  |  | 157,982 |  |  |  | 170,318 |
Acquisition and divestiture-related expenses (1) |  |  | 25 |  |  |  | 139 |  |  |  | 479 |  |  |  | 205 |
Severance and other costs related to staff realignment (2) |  |  | 359 |  |  |  | 449 |  |  |  | 2,909 |  |  |  | 1,184 |
Charges and adjustments related to facility consolidations and office closures (3) |  |  | — |  |  |  | — |  |  |  | (138 | ) |  |  | — |
Pre-tax gain from divestiture of a business (4) |  |  | — |  |  |  | (298 | ) |  |  | — |  |  |  | (2,013 | )
Total Adjustments |  |  | 384 |  |  |  | 290 |  |  |  | 3,250 |  |  |  | (624 | )
Adjusted EBITDA |  | $ | 53,159 |  |  | $ | 58,526 |  |  | $ | 161,232 |  |  | $ | 169,694 |

(1)
These are primarily third-party costs related to acquisitions and integration of acquisitions.
(2)
These costs are due to involuntary employee termination benefits for (i) our officers and (ii) group of employees who have been notified that they will be terminated as part of a business reorganization or exit.
(3)
These charges and adjustments are related to a previously exited leased facility which we will continue to pay until the contractual obligations are satisfied but with no economic benefit to us, and the closure of certain international offices.
(4)
Pre-tax gain related to the 2023 divestiture of our U.S. commercial marketing business which includes contingent gains realized in the first and third quarters of 2024.

Non-GAAP Diluted Earnings per Share

Non-GAAP diluted earnings per share (“Non-GAAP Diluted EPS”) represents diluted U.S. GAAP earnings per share (“U.S. GAAP Diluted EPS”) excluding the impact of certain items noted above, amortization of acquired intangible assets, and the related income tax effects. While these adjustments may be recurring and not infrequent or unusual, we do not consider these adjustments to be indicative of the performance of our ongoing operations. We believe that the supplemental adjustments provide additional useful information to investors.

The following table presents a reconciliation of U.S. GAAP Diluted EPS to Non-GAAP Diluted EPS for the periods indicated.

|  | Three Months Ended |  |  | Nine Months Ended |
|  | September 30, |  |  | September 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
U.S. GAAP Diluted EPS |  | $ | 1.28 |  |  | $ | 1.73 |  |  | $ | 4.01 |  |  | $ | 4.53 |
Acquisition and divestiture-related expenses |  |  | — |  |  |  | 0.01 |  |  |  | 0.02 |  |  |  | 0.01 |
Severance and other costs related to staff realignment |  |  | 0.02 |  |  |  | 0.02 |  |  |  | 0.16 |  |  |  | 0.06 |
Charges and adjustments related to facility consolidations and office closures (1) |  |  | — |  |  |  | — |  |  |  | (0.01 | ) |  |  | 0.04 |
Pre-tax gain from divestiture of a business |  |  | — |  |  |  | (0.02 | ) |  |  | — |  |  |  | (0.11 | )
Amortization of intangible assets acquired in business combinations (2) |  |  | 0.49 |  |  |  | 0.44 |  |  |  | 1.50 |  |  |  | 1.31 |
Income tax effects of the adjustments (3) |  |  | (0.12 | ) |  |  | (0.05 | ) |  |  | (0.38 | ) |  |  | (0.26 | )
Non-GAAP Diluted EPS |  | $ | 1.67 |  |  | $ | 2.13 |  |  | $ | 5.30 |  |  | $ | 5.58 |

(1)
These are office closure charges and adjustments previously included in Adjusted EBITDA and accelerated depreciation related to fixed assets for planned office closures.
(2)
The amortization of intangible assets acquired from business combinations totaled $9.2 million and $8.3 million for the three months ended September 30, 2025 and 2024, respectively, and $27.9 million and $24.9 million for the nine months ended September 30, 2025 and 2024, respectively.
(3)
Income tax effects were calculated using the effective tax rate, adjusted for certain discrete items, if any, of 22.7% and 13.8% for the three months ended September 30, 2025 and 2024, respectively, and 23.0% and 20.0% for the nine months ended September 30, 2025 and 2024, respectively.

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LIQUIDITY AND CAPITAL RESOURCES

Liquidity and Borrowing Capacity. In addition to cash and cash equivalents on hand and cash generated from operations, our primary source of liquidity is from our Credit Facility with a syndicate of multiple commercial banks, as described in “Note 5 – Debt” in the “Notes to Consolidated Financial Statements” in this Quarterly Report. The Credit Facility requires that we remain in compliance with certain financial and non-financial covenants (as defined by the Credit Agreement, see “Note 10 – Long-Term Debt” in the “Notes to Consolidated Financial Statements” in our Annual Report for additional details). As of September 30, 2025, we were in compliance with these covenants, and we had $501.6 million available under the Credit Facility to fund our ongoing operations, future acquisitions, dividend payments, and share repurchase program.

We have entered into floating-to-fixed interest rate swap agreements for a total notional value of $175.0 million to hedge a portion of our floating-rate Credit Facility. The interest rate swaps will expire in 2030, but we may consider entering into additional swap agreements prior to the expiration of these existing hedges. As of September 30, 2025, the percentage of our fixed-rate debt to total debt from our Credit Facility was 39%.

We provide support services to the U.S. federal government and a prolonged federal government shutdown of non-essential functions, which started October 1, 2025, may affect our abilities to generate cash from that business to certain degrees. There are other conditions, such as the ongoing wars in Ukraine, instabilities in the Middle East, and volatility in global trade (including the imposition of tariffs), that create uncertainty in the global economy, which in turn may impact, among other things, our ability to generate positive cash flows from operations and our ability to successfully execute and fund key initiatives. However, our current belief is that the combination of internally generated funds, available bank borrowing capacity, and cash and cash equivalents on hand will provide the required liquidity and capital resources necessary to fund ongoing operations, customary capital expenditures, quarterly cash dividends, share repurchases, and organic growth. Additionally, we continuously analyze our capital structure to ensure we have capital to fund future strategic acquisitions.

We continuously monitor the state of the financial markets to assess the availability of borrowing capacity under the Credit Facility and the cost of additional capital from both debt and equity markets. At present, we believe we will be able to continue to access these markets on commercially reasonable terms and conditions if we need additional capital in the near term.

Dividends. We have historically paid quarterly cash dividends to our stockholders of record at $0.14 per share. Total dividend payments during the nine months ended September 30, 2025 were $7.8 million.

Cash dividends declared thus far in 2025 are as follows:

Dividend Declaration Date |  | Dividend Per Share |  |  | Record Date |  | Payment Date
February 27, 2025 |  | $ | 0.14 |  |  | March 28, 2025 |  | April 14, 2025
May 1, 2025 |  | $ | 0.14 |  |  | June 6, 2025 |  | July 11, 2025
July 31, 2025 |  | $ | 0.14 |  |  | September 5, 2025 |  | October 10, 2025
October 30, 2025 |  | $ | 0.14 |  |  | December 5, 2025 |  | January 9, 2026

Cash Flow. The following table sets forth our sources and uses of cash for the nine months ended September 30, 2025 and 2024:

|  | Nine Months Ended |
|  | September 30, |
(in thousands) |  | 2025 |  |  | 2024 |
Net Cash Provided by Operating Activities |  | $ | 66,244 |  |  | $ | 76,184 |
Net Cash Used in Investing Activities |  |  | (14,342 | ) |  |  | (13,574 | )
Net Cash Used in Financing Activities |  |  | (18,226 | ) |  |  | (64,598 | )
Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash |  |  | 1,433 |  |  |  | 174 |
Net Change in Cash, Cash Equivalents, and Restricted Cash |  | $ | 35,109 |  |  | $ | (1,814 | )

Net cash provided by operating activities for the nine months ended September 30, 2025 decreased by $9.9 million compared to 2024, primarily due to the timing of invoicing our customers, subsequent collection of cash, paying our vendors, and by the profitability of our contracts.

The change in cash used in financing activities of $46.4 million was primarily due to increased net borrowings from our Credit Facility and short-term financing, partially offset by an increase in share repurchases during the nine months ended September 30, 2025.

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Item 3. Quantitative and Qualit ative Disclosures About Market Risk

There have been no material changes in the disclosures discussed in the section entitled “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of our Annual Report.

Item 4. Contr ols and Procedures

Disclosure Controls and Procedures and Internal Controls Over Financial Reporting. Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act of 1934, as amended) and have concluded that as of September 30, 2025, our disclosure controls and procedures were effective. There have been no significant changes in our internal controls over financial reporting during the quarterly period covered by this report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Leg al Proceedings

We are involved in various legal matters and proceedings arising in the ordinary course of business. While these matters and proceedings cause us to incur costs, including, but not limited to, attorneys’ fees, we currently believe that any ultimate liability arising out of these matters and proceedings will not have a material adverse effect on our financial position, results of operations, or cash flows.

Item 1A. Ri sk Factors

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.

Item 2. Unregistered Sales of Eq uity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

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.

During the three months ended September 30, 2025, we did not repurchase shares under our share repurchase program. As of September 30, 2025, $111.7 million of repurchase authority remained available for future approved share repurchases.

Repurchases of Equity Securities. The following table summarizes the share repurchase activity for the three months ended September 30, 2025 for our share repurchase program and shares purchased in satisfaction of employee tax withholding obligations related to the settlement of restricted stock units.

Period |  | Total Number of Shares Purchased (1) |  |  | Average Price Paid per Share |  |  | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |  |  | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) |
July 1 - July 31 |  |  | — |  |  | $ | — |  |  |  | — |  |  | $ | 111,742,998 |
August 1 - August 31 |  |  | 2,100 |  |  | $ | 94.81 |  |  |  | — |  |  | $ | 111,742,998 |
September 1 - September 30 |  |  | 7 |  |  | $ | 96.61 |  |  |  | — |  |  | $ | 111,742,998 |
Total |  |  | 2,107 |  |  | $ | 94.81 |  |  |  | — |  |  |  |

(1)
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 September 30, 2025, we repurchased 2,107 shares of common stock from employees in satisfaction of tax withholding obligations at an average price of $94.81 per share.
(2)
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.

Item 3. Defaults U pon Senior Securities

None.

Item 4. Mine S afety Disclosures

Not applicable.

Item 5. Oth er Information

None.

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Item 6. Exhibits

Exhibit Number |  | Exhibit
31.1 |  | Certificate of the Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a). *
31.2 |  | Certificate of the Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a). *
32.1 |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
32.2 |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
101 |  | The following materials from the ICF International, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Statements of Cash Flows and (iv) Notes to Consolidated Financial Statements.*
104 |  | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Submitted electronically herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| ICF INTERNATIONAL, INC.
October 30, 2025 | By: |  | /s/ John Wasson
|  |  | John Wasson
|  |  | President and Chief Executive Officer
|  |  | (Principal Executive Officer)
October 30, 2025 | By: |  | /s/ Barry Broadus
|  |  | Barry Broadus
|  |  | Executive Vice President & Chief Financial Officer (Principal Financial Officer)

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