EPAM Systems (NYSE: EPAM) awards $3M RSU retention grant to senior leader

Rhea-AI Filing Summary

EPAM Systems, Inc. reported that its Board of Directors approved a restricted stock unit grant valued at $3,000,000 for Viktar Dvorkin, Senior Vice President and Global Head of Advanced Engineering, Cloud & Enterprise Platforms. The award is intended as a significant incremental long-term incentive to help retain him as an executive.

The RSU grant was made on March 31, 2026 under the EPAM Systems, Inc. 2025 Long Term Incentive Plan and a Restricted Stock Unit Award Agreement. The RSUs vest in three equal installments on the first, second, and third anniversaries of the grant date, generally requiring continued employment.

Unvested RSUs are forfeited if employment ends, except in cases of death, disability, qualifying retirement meeting age and service requirements, or a qualifying termination under the Executive Severance Plan, where some or all unvested units may accelerate and vest.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

RSU grant value: $3,000,000 Grant date: March 31, 2026 Vesting period: 3 years +1 more

4 metrics

RSU grant value $3,000,000 Value of restricted stock unit grant to Viktar Dvorkin

Grant date March 31, 2026 Date of Restricted Stock Unit Award Agreement

Vesting period 3 years Equal vesting on first, second, and third anniversaries of grant date

Exchange listing New York Stock Exchange Common stock, par value $0.001 per share, trading symbol EPAM

Key Terms

restricted stock units, 2025 Long Term Incentive Plan, Restricted Stock Unit Award Agreement, Executive Severance Plan, +1 more

5 terms

restricted stock units financial

"approved a grant of restricted stock units valued at $3,000,000"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2025 Long Term Incentive Plan financial

"under the EPAM Systems, Inc. 2025 Long Term Incentive Plan"

Restricted Stock Unit Award Agreement financial

"under the terms of the Restricted Stock Unit Award Agreement"

A restricted stock unit (RSU) award agreement is a formal promise from a company that an employee or contractor will receive company shares (or cash equal to their value) after meeting certain conditions, such as staying with the company for a set time or hitting performance targets. Investors care because RSUs can dilute existing shares when converted, reveal how management is paid and incentivized, and signal future share issuance that can affect earnings and stock value.

Executive Severance Plan financial

"a qualifying termination of service under the Company’s Executive Severance Plan"

Inline XBRL technical

"the cover page XBRL tags are embedded within the Inline XBRL document"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Understanding 8-K Material Events →

0001352010false00013520102026-03-312026-03-31

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):  March 31, 2026

EPAM SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware			1-35418			22-3536104
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)
41 University Drive			Suite 202			18940
Newtown			Pennsylvania
(Address of principal executive offices)						(Zip Code)

267-759-9000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

			☐			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))

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

Title of Each Class			Trading Symbol			Name of Each Exchange on which Registered
Common Stock, par value $0.001 per share			EPAM			New York Stock Exchange

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective March 31, 2026, the Board of Directors of EPAM Systems, Inc. (the “Company”) approved a grant of restricted stock units valued at $3,000,000 (the “RSU Grant”) under the EPAM Systems, Inc. 2025 Long Term Incentive Plan to Viktar Dvorkin, the Company’s Senior Vice President, Global Head of Advanced Engineering, Cloud & Enterprise Platforms. The Board of Directors approved the grant to provide Mr. Dvorkin with a significant incremental long-term incentive to retain him as an executive of the Company.

The RSU Grant was made under the terms of the Restricted Stock Unit Award Agreement (the “RSU Agreement) dated March 31, 2026 (the “Grant Date”) between the Company and Mr. Dvorkin. The RSU Grant will vest in equal portions on the first, second, and third anniversaries of the grant date, subject to Mr. Dvorkin’s continuous employment with the Company through each vesting date. The RSUs are subject to forfeiture to the extent unvested if Mr. Dvorkin’s employment with the Company is terminated except for (i) death or disability; (ii) voluntary retirement after Mr. Dvorkin meets age and service requirements (in the case of (i) or (ii) the unvested portion accelerates); or (iii) a qualifying termination of service under the Company’s Executive Severance Plan (in which case the portion of then-outstanding RSUs that would vest within the 12 month period following termination would accelerate).

The foregoing description of the RSU Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Restricted Stock Unit Award Agreement between EPAM Systems, Inc. and Viktar Dvorkin dated March 31, 2026

101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

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.

Date: April 1, 2026

By:

/s/ Edward F. Rockwell

Name:

Edward F. Rockwell

Title:

SVP, Chief Legal Officer and Corporate Secretary

FAQ

What executive compensation change did EPAM (EPAM) disclose in this 8-K?

EPAM disclosed a new restricted stock unit grant valued at $3,000,000 for executive Viktar Dvorkin. The award is designed as a significant incremental long-term incentive to support his retention as Senior Vice President and Global Head of Advanced Engineering, Cloud & Enterprise Platforms.

How does the $3,000,000 RSU grant for EPAM executive Viktar Dvorkin vest?

The $3,000,000 RSU grant vests in three equal portions on the first, second, and third anniversaries of the March 31, 2026 grant date. Vesting is generally conditioned on Mr. Dvorkin’s continuous employment with EPAM through each applicable vesting date.

Under what circumstances do EPAM RSUs for Viktar Dvorkin accelerate vesting?

Acceleration occurs if Mr. Dvorkin dies, becomes disabled, voluntarily retires after meeting age and service requirements, or experiences a qualifying termination under the Executive Severance Plan. In these cases, some or all otherwise unvested RSUs may vest earlier than scheduled.

When are unvested EPAM RSUs for Viktar Dvorkin forfeited under the award agreement?

Unvested RSUs are forfeited if Mr. Dvorkin’s employment with EPAM ends and none of the specified exceptions apply. Those exceptions include death, disability, qualifying retirement, or a qualifying termination under the Executive Severance Plan, which can trigger accelerated vesting instead of forfeiture.

What plan governs the new EPAM RSU grant to Viktar Dvorkin?

The RSU grant is issued under the EPAM Systems, Inc. 2025 Long Term Incentive Plan. It is documented in a Restricted Stock Unit Award Agreement dated March 31, 2026, which sets out the vesting schedule, forfeiture rules, and conditions for potential acceleration of vesting.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 77.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB