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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): November 9, 2026
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| EPAM SYSTEMS, INC. |
(Exact name of registrant as specified in its charter) |
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| Delaware | 1-35418 | 22-3536104 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 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)
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| 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):
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| ☐ | 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:
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| 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 November 9, 2026, EPAM Systems, Inc. (the “Company”) entered into a Fixed Dollar Accelerated Share Repurchase Transaction agreement (the “ASR Agreement”) with UBS AG, London Branch, represented by UBS Securities LLC (“UBS”) to repurchase an aggregate of $500 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 $1.8 billion share repurchase authorization approved by the Company’s Board of Directors (the “Board”) on September 30, 2026.
Under the terms of the ASR Agreement, the Company will make a payment of $500 million to UBS, and will receive from UBS (expected by November 10, 2026) an initial delivery of 2,550,695 shares of Common Stock, or $400 million worth based on the closing price of the Common Stock on November 9, 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 during the first quarter of 2027, with the settlement date determined at the option of UBS 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, UBS 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 UBS or, at the Company’s election, remit a settlement amount in cash to UBS. 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 contains 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 UBS 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.
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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 November 9, 2026 between EPAM Systems, Inc. and UBS AG, London Branch, represented by UBS Securities LLC
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: November 10, 2026
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| | | By: | /s/ Edward F. Rockwell |
| | | Name: | Edward F. Rockwell |
| | | Title: | SVP, Chief Legal Officer and Corporate Secretary |
