EPAM Enters Into $300 Million Accelerated Share Repurchase Agreement

EPAM (NYSE: EPAM) entered an $300 million accelerated share repurchase (ASR) with Morgan Stanley on March 5, 2026, funded from its existing $1.0 billion repurchase authorization.

Rhea-AI Summary

EPAM (NYSE: EPAM) entered an $300 million accelerated share repurchase (ASR) with Morgan Stanley on March 5, 2026, funded from its existing $1.0 billion repurchase authorization. The company received an initial delivery of 1,703,336 shares valued at $240 million based on the March 4, 2026 closing price.

The final shares repurchased will be settled no later than Q2 2026 and will be based on the VWAP during the ASR term, less a discount and subject to contractual adjustments. After this ASR, EPAM reports $452.5 million of remaining buyback authorization.

Positive

• Commits $300 million to share repurchase, signaling capital return focus
• Initial delivery of 1,703,336 shares reduces outstanding float immediately
• Leaves $452.5 million available under the $1.0 billion authorization for future repurchases

Negative

• ASR payment uses $300 million of cash that could fund other corporate uses
• Final share count unsettled until completion, creating short-term EPS and share-count uncertainty

Argus Mar 5 session

+2.61% close to close Open Argus

Details

News Market Reaction – EPAM

On Mar 5, the day this news came out, EPAM closed 2.61% above the previous close.

Data tracked by StockTitan Argus for the Mar 5 session.

Market Context

This announcement details a fixed-dollar $300 million accelerated share repurchase under EPAM’s exis...

Analysis

This announcement details a fixed-dollar $300 million accelerated share repurchase under EPAM’s existing $1.0 billion authorization, with an initial 1,703,336 shares delivered and $452.5 million capacity remaining. Historically, a 2025 buyback authorization coincided with a +6.95% move, underscoring how capital returns have mattered to this stock. Investors may monitor final share count, ASR completion by Q2 2026, and how these actions interact with earnings trends and AI-driven growth plans.

Key Figures

ASR size: $300 million Repurchase authorization: $1.0 billion Initial shares delivered: 1,703,336 shares +4 more

ASR size

$300 million

Fixed-dollar accelerated share repurchase with Morgan Stanley

Repurchase authorization

$1.0 billion

Existing share repurchase authorization underlying this ASR

Initial shares delivered

1,703,336 shares

Initial ASR share delivery based on March 4, 2026 close

Initial ASR value

$240 million

Value of initial 1,703,336 shares at March 4, 2026 close

ASR cash payment

$300 million

Cash paid to Morgan Stanley at ASR inception

Remaining authorization

$452.5 million

Share repurchase capacity remaining after this ASR

ASR completion deadline

No later than Q2 2026

Final share count set by VWAP over ASR term

Previous Buybacks Reports

1 past event · Latest: Oct 21

Same Type 1 event

1. Oct 21

   New buyback program

   24h Move

   +7.0%

   Announced new $1B 24‑month share repurchase program citing strong cash generation.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

accelerated share repurchase, volume-weighted average share price

2 terms

accelerated share repurchase financial

"entered into an accelerated share repurchase agreement (ASR) with Morgan Stanley"

An accelerated share repurchase is a deal where a company hires a bank to buy back a large block of its own stock immediately on the open market, with the bank later settling the exact number of shares over time. For investors it matters because the immediate reduction in shares outstanding can raise per‑share earnings and often supports the stock price, but it also uses company cash or borrowing and can change liquidity and future growth funding.

volume-weighted average share price financial

"based on the volume-weighted average share price of the Company's common stock"

Volume-weighted average share price (VWAP) is the average price a stock trades at over a given period, where each trade’s price is weighted by how many shares changed hands; bigger trades count more than smaller ones. Investors use it as a benchmark to judge whether a trade executed at a good price and to spot short-term market direction—think of it like a weighted classroom average where students with more credits influence the final grade more.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NEWTOWN, Pa., March 5, 2026 /PRNewswire/ -- EPAM Systems, Inc. (NYSE: EPAM), a leading digital and AI transformation company, today announced that it has entered into an accelerated share repurchase agreement (ASR) with Morgan Stanley & Co. LLC to repurchase an aggregate of $300 million of its common stock. The ASR was authorized under the Company's existing $1.0 billion share repurchase authorization.

"Our accelerated repurchase program demonstrates our confidence in EPAM's long-term outlook and our ability to generate sustained growth through our robust engineering foundation and AI-native market leadership," said Balazs Fejes, CEO & President of EPAM. "We believe our current valuation does not fully reflect the strength and future potential of our business and view this action as a value-enhancing use of capital."

Under the terms of the ASR, the Company will make a payment of $300 million to Morgan Stanley and receive from Morgan Stanley an initial share delivery of 1,703,336 shares, or $240 million worth based on the closing price on March 4, 2026. The final number of shares of the Company's common stock to be repurchased under the ASR will be determined on completion of the ASR no later than the second quarter of 2026 and will generally be based on the volume-weighted average share price of the Company's common stock during the term of the ASR, less a discount, and subject to adjustments pursuant to the terms and conditions of the ASR. 

After giving effect to this ASR, the Company has $452.5 million of remaining availability under its current share repurchase authorization.

About EPAM Systems

EPAM (NYSE: EPAM) is a global leader in AI transformation engineering and integrated consulting, serving Forbes Global 2000 companies and ambitious startups. With over thirty years of expertise in custom software, product and platform engineering, EPAM empowers organizations to become AI-native enterprises, driving measurable value from innovation and digital investments. Recognized by industry benchmarks and leading analysts as a leader in AI, EPAM delivers globally while engaging locally, making the future real for clients, partners and employees.

We are proud to be recognized by Forbes, Glassdoor, Newsweek, Time Magazine, Great Place to Work and kununu as a Most Loved Workplace around the world.

Learn more at www.epam.com and follow us on LinkedIn.

Forward-Looking Statements

This press release includes estimates and statements which may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the accuracy of which are necessarily subject to risks, uncertainties, and assumptions as to future events that may not prove to be accurate. Our estimates and forward-looking statements are mainly based on our current expectations and estimates of future events and trends, which affect or may affect our business and operations. These statements may include words such as "may," "will," "should," "believe," "expect," "anticipate," "intend," "plan," "estimate" or similar expressions. Those future events and trends may relate to, among other things, developments relating to the war in Ukraine and escalation of the war in the surrounding region, political and civil unrest or military action in the geographies where we conduct business and operate, difficult conditions in global capital markets, foreign exchange markets, global trade and the broader economy, the adoption and implementation of artificial intelligence technologies by EPAM and its clients, and the effect that these events may have on client demand and our revenues, operations, access to capital, and profitability. Other factors that could cause actual results to differ materially from those expressed or implied include general economic conditions, the risk factors discussed in the Company's most recent Annual Report on Form 10-K and the factors discussed in the Company's Quarterly Reports on Form 10-Q, particularly under the headings "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" and other filings with the Securities and Exchange Commission. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are made based on information currently available to us. EPAM undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities law.

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SOURCE EPAM Systems, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did EPAM (EPAM) announce about its $300 million ASR on March 5, 2026?

EPAM announced an $300 million ASR with Morgan Stanley and received an initial delivery of 1,703,336 shares. According to the company, the initial shares equal about $240 million based on the March 4, 2026 closing price and final shares will settle by Q2 2026.

How does the $300 million ASR affect EPAM's remaining buyback capacity (EPAM)?

After the ASR, EPAM reports $452.5 million remaining under its $1.0 billion repurchase authorization. According to the company, that remaining capacity can fund further repurchases or capital allocation decisions.

When will the final number of shares repurchased in the EPAM ASR be determined?

The final share count will be determined upon ASR completion no later than Q2 2026. According to the company, the final delivery is based on VWAP during the ASR term, less a contractual discount and adjustments.

What immediate share impact did EPAM report from the ASR payment on March 5, 2026?

EPAM paid $300 million and received an initial delivery of 1,703,336 shares valued at about $240 million. According to the company, this initial delivery reduces the outstanding share count pending final settlement.

Why did EPAM say it initiated the $300 million ASR (EPAM)?

EPAM said the ASR reflects confidence in its long-term outlook and view that current valuation understates the company's potential. According to the company, management sees the repurchase as a value-enhancing use of capital.