EPAM (NYSE: EPAM) launches $300M accelerated stock repurchase deal

Rhea-AI Filing Summary

EPAM Systems entered a fixed-dollar accelerated share repurchase agreement with Morgan Stanley to buy back $300 million of its common stock under its existing $1.0 billion repurchase authorization.

EPAM will pay $300 million using cash on hand and its credit facility and expects an initial delivery of 1,703,336 shares, valued at about $240 million based on the March 4, 2026 closing price. The final share count will be set based on the volume‑weighted average price over the ASR term, less a discount, with final settlement no later than the second quarter of 2026.

Depending on the final pricing, Morgan Stanley may deliver additional shares to EPAM, or EPAM may return shares or pay cash. After this transaction, $452.5 million remains available under the current repurchase authorization.

Insights

Equity capital allocation analyst

EPAM deploys $300M into an accelerated share buyback funded by cash and credit.

EPAM is committing $300 million to an accelerated share repurchase with Morgan Stanley under its existing $1.0 billion authorization. The structure front‑loads an initial 1,703,336 shares, priced off the March 4, 2026 close, with final shares based on volume‑weighted average price less a discount.

This approach quickly reduces share count while outsourcing trading execution to the bank. Funding comes from cash on hand and borrowings under the existing credit facility, so balance sheet effects will depend on the mix of internal cash versus new debt.

After this ASR, EPAM still has $452.5 million of repurchase capacity authorized, leaving room for additional buybacks. Actual impact on per‑share metrics will hinge on the eventual average repurchase price when the ASR settles by the end of Q2 2026.

0001352010false00013520102026-03-042026-03-04

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 4, 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 1.01. Entry Into a Material Definitive Agreement

Accelerated Share Repurchase

On March 4, 2026, EPAM Systems, Inc. (the “Company”) entered into a Fixed Dollar Accelerated Share Repurchase Transaction agreement (the “ASR Agreement”) with Morgan Stanley & Co. LLC (“Morgan Stanley”) to repurchase an aggregate of $300 million of shares of the Company’s common stock (the “Common Stock”). The accelerated share repurchase transaction under the ASR Agreement (the “ASR Transaction”) is being consummated under the Company’s $1.0 billion share repurchase authorization approved by the Company’s Board of Directors (the “Board”) in October 2025.

Under the terms of the ASR Agreement, the Company will make a payment of $300 million to Morgan Stanley, and will receive from Morgan Stanley (expected by March 5, 2026) an initial delivery of 1,703,336 shares of Common Stock, or $240 million worth based on the closing price of the Common Stock on March 4, 2026. The final number of shares of Common Stock to be repurchased under the ASR Transaction will be determined on completion of the ASR Transaction and will generally be based on the volume-weighted average share price of the Common Stock during the term of the ASR Agreement, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreement. The final settlement of the ASR Transaction is expected to be completed no later than the second quarter of 2026, with the settlement date determined at Morgan Stanley’s option within an agreed range, subject to earlier termination under certain limited circumstances, as set forth in the ASR Agreement. At settlement of the ASR Agreement, Morgan Stanley may be required to deliver additional shares of Common Stock to the Company, or, under certain circumstances, the Company may be required to deliver shares of Common Stock to Morgan Stanley or, at the Company’s election, remit a settlement amount in cash to Morgan Stanley. The Company is funding the share repurchase under the ASR Transaction using cash on hand and borrowings under its existing credit facility.

The ASR Agreement contain terms and provisions governing the ASR Transaction which are customary for these types of transactions, and which include, but are not limited to, the mechanism used to determine the number of shares of Common Stock or the amount of cash that will be delivered at settlement, the required timing of delivery of the shares, the circumstances under which Morgan Stanley is permitted to make adjustments to valuation and calculation periods, various acknowledgements, representations and warranties made by the parties to one another, and the circumstances under which the ASR Agreement may be terminated early.

The foregoing description of the ASR Agreement and ASR Transaction is a summary and is qualified in its entirety by reference to the ASR Agreement, a copy of which is filed hereto as Exhibit 10.1 and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure

On March 5, 2026, the Company issued a press release announcing that the Company has entered into the ASR Transaction described in Item 1.01 of this report under the share repurchase authorization approved by the Board in October 2025. A copy of the press release announcing the ASR Transaction is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.

******

Forward-Looking Statements

This Current Report on Form 8-K 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. The Company’s estimates and forward-looking statements are mainly based on its current expectations and estimates of future events and trends, which affect or may affect the Company’s 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 the Company conducts business and operates, difficult conditions in global capital markets, foreign exchange markets, global trade and the broader economy, the adoption and implementation of artificial intelligence technologies by the Company and its clients, and the effect that these events may have the Company’s client demand and the Company’s 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 the Company believes 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 it. The Company 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Fixed Dollar Accelerated Share Repurchase Transaction agreement dated March 4, 2026 between EPAM Systems, Inc. and Morgan Stanley & Co. LLC

99.1 Press release dated March 5, 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: March 5, 2026

By:

/s/ Edward F. Rockwell

Name:

Edward F. Rockwell

Title:

SVP, General Counsel and Corporate Secretary

EPAM Enters Into $300 Million Accelerated Share Repurchase Agreement

Newtown, PA, USA, March 5, 2026 — 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.

Contact:

EPAM Systems, Inc.

Mike Rowshandel, Head of Investor Relations

Phone: +1-267-759-9000 x393336

Email: mike_rowshandel@epam.com

FAQ

What did EPAM (EPAM) announce regarding its share repurchase program?

EPAM entered a fixed-dollar accelerated share repurchase agreement to buy back $300 million of common stock. The transaction operates under its existing $1.0 billion repurchase authorization previously approved by the board of directors.

How many EPAM (EPAM) shares are initially delivered under the ASR?

EPAM expects an initial delivery of 1,703,336 shares from Morgan Stanley, valued at about $240 million based on the closing share price on March 4, 2026, with the final number determined later.

How will EPAM (EPAM) determine the final number of shares repurchased?

The final share count will be based on the volume-weighted average price of EPAM’s stock during the ASR term, less a discount. It is also subject to adjustments and other mechanics defined in the ASR agreement with Morgan Stanley.

When will EPAM’s accelerated share repurchase with Morgan Stanley be settled?

Final settlement of the accelerated share repurchase is expected no later than the second quarter of 2026. Morgan Stanley can select the exact settlement date within an agreed range, subject to limited early-termination conditions.

How is EPAM (EPAM) funding its $300 million accelerated share repurchase?

EPAM is funding the $300 million accelerated share repurchase using a combination of cash on hand and borrowings under its existing credit facility, balancing internal liquidity with access to established borrowing capacity.

How much share repurchase capacity remains for EPAM after this ASR?

After completing the $300 million accelerated share repurchase, EPAM reports $452.5 million of remaining availability under its current $1.0 billion board-authorized share repurchase program, allowing for additional future buybacks.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 8.4 KB

Agreements & Contracts

• EX-10.1 EX-10.1 188.3 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