Item 1.01 Entry into a Material Definitive Agreement

On May 17, 2023, ICF International, Inc. (the "Company" or "ICF") and its direct, wholly owned subsidiary, ICF Consulting Group, Inc. (jointly the "Borrowers"), entered into the First Amendment (the "First Amendment") to the Amended and Restated Credit Agreement (the "Credit Agreement") dated May 6, 2022 by and among the Borrowers, PNC Bank, National Association (as Administrative Agent, Swingline Loan Lender and Issuing Lender), PNC Capital Markets LLC (as Joint Lead Arranger and Sole Bookrunner), BOFA Securities, Inc., TD Securities (USA) LLC, Wells Fargo Securities, LLC and Citizens Bank, N.A. (as Joint Lead Arrangers and Co-Syndication Agents), and other guarantors and lenders which are party thereto. Capitalized terms used but not defined herein are defined in the Credit Agreement.

The First Amendment amends the Credit Agreement and certain related loan documents, to make technical, clarifying amendments to certain definitions included therein (i.e., "Consolidated EBITDA," "Indebtedness," "Pro-Forma Basis," "Pro-Forma Effect," and "Excluded Accounts"). The First Amendment does not change the maturity or pricing terms of the term loan and revolving credit facility outstanding under the Credit Agreement.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant

The information described under Item 1.01 above relating to the First Amendment is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 First Amendment to Amended and Restated Agreement dated May 17, 2023.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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