Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 25, 2024

ICF International, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33045	22-3661438
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

1902 Reston Metro Plaza, Reston Virginia		20190
(Address of principal executive offices)		(Zip Code)

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

Not Applicable

(Former name or former address, 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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ 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.

Item 2.02 Results of Operations and Financial Condition

On January 25, 2024, ICF International, Inc. (the “Company”) announced it will release its fourth quarter and full year 2023 earnings results after the market closes on February 27, 2024. The Company will conduct a conference call at 4:30 p.m. Eastern Time on February 27, 2024, to discuss the results for the quarter and year ended December 31, 2023. Instructions on how to participate in the conference call are contained in the press release, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1	Press Release dated January 25, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	ICF International, Inc.


Date: January 25, 2024	By:	/s/ Barry Broadus
		Barry Broadus
		Senior Vice President & Chief Financial Officer

Exhibit 99.1

NEWS RELEASE

ICF Announces Timing of Fourth Quarter and Full Year 2023 Earnings Release and Conference Call

Date:	Tuesday, February 27, 2024

Time:	4:30 p.m. Eastern Time

Audio-only Webcast:	https://edge.media-server.com/mmc/p/yt3giuq7

Participant Registration:	https://register.vevent.com/register/BI72c604ff1c9f4d489b5fe70f6f5e0345

RESTON, Va. (January 25, 2024) — ICF (NASDAQ:ICFI), a global consulting and technology services provider, will release its fourth quarter and full year 2023 results on Tuesday, February 27, 2024, after the market close.

The Company plans to host a webcast call at 4:30 p.m. Eastern time on Tuesday, February 27, 2024, to discuss its financial results for the quarter and full year. Earnings results will be available at https://investor.icf.com before the call.

Call Access Process

Analysts and institutional investors may actively participate by registering online at https://register.vevent.com/register/BI72c604ff1c9f4d489b5fe70f6f5e0345. Once registered, participants will receive dial-in information and a unique PIN to access the call as well as an email confirmation with the details.

General listeners can access the live webcast at https://edge.media-server.com/mmc/p/yt3giuq7.

A replay of the webcast will be available for one year following the live event at https://investor.icf.com/news-events.

For More Information

Investor information contact:

Lynn Morgen, AdvisIRy Partners, lynn.morgen@advisiry.com, +1.212.750.5800

David Gold, AdvisIRy Partners, david.gold@advisiry.com, +1.212.750.5800

Company information contact:

Lauren Dyke, ICF, lauren.dyke@icf.com, +1.571.373.5577

About ICF
ICF is a global consulting and technology services company with approximately 9,000 employees, but we are not your typical consultants. At ICF, business analysts and policy specialists work together with digital strategists, data scientists and creatives. We combine unmatched industry expertise with cutting-edge engagement capabilities to help organizations solve their most complex challenges. Since 1969, public and private sector clients have worked with ICF to navigate change and shape the future. Learn more at icf.com.

Caution Concerning Forward-looking Statements

Statements that are not historical facts and involve known and unknown risks and uncertainties are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Such statements may concern our current expectations about our future results, plans, operations and prospects and involve certain risks, including those related to the government contracting industry generally; our particular business, including our dependence on contracts with U.S. federal government agencies; our ability to acquire and successfully integrate businesses; and the effects of the novel coronavirus disease (COVID-19), or any other future pandemic, and related national, state and local government actions and reactions, on the health of our staff and that of our clients, the continuity of our and our clients' operations, our results of operations and our outlook. These and other factors that could cause our actual results to differ from those indicated in forward-looking statements are included in the "Risk Factors" section of our securities filings with the Securities and Exchange Commission. The forward-looking statements included herein are only made as of the date hereof, and we specifically disclaim any obligation to update these statements in the future.

Document And Entity Information	Jan. 25, 2024
Document Information [Line Items]
Entity, Registrant Name	ICF International, Inc.
Document, Type	8-K
Document, Period End Date	Jan. 25, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-33045
Entity, Tax Identification Number	22-3661438
Entity, Address, Address Line One	1902 Reston Metro Plaza
Entity, Address, City or Town	Reston
Entity, Address, State or Province	VA
Entity, Address, Postal Zip Code	20190
City Area Code	703
Local Phone Number	934-3000
Title of 12(b) Security	Common Stock
Trading Symbol	ICFI
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001362004