EPAM SYSTEMS, INC. 8-K Filings

EPAM Systems, Inc. reported results of its 2026 annual meeting. Stockholders approved expanding the 2025 Long Term Incentive Plan by 4,000,000 shares of common stock and increasing the 2021 Employee Stock Purchase Plan by 650,000 shares, effective May 21, 2026.

Stockholders also approved amendments to the company’s certificate of incorporation to enable adoption of the right of stockholders to call a special meeting, along with conforming bylaw changes. All four Class II director nominees were elected and Deloitte & Touche LLP was ratified as independent auditor for 2026.

Stockholders approved, on an advisory basis, executive compensation for 2025 and the amendments to both equity plans. An advisory stockholder proposal titled “Give Shareholders an Ability to Call for a Special Shareholder Meeting” did not receive stockholder approval. As of the April 1, 2026 record date, 52,756,846 shares were entitled to vote.

EPAM Systems reported solid growth for the first quarter of 2026, with revenues of $1.400 billion, up 7.6% year-over-year, and organic constant-currency revenue growth of 3.7%. GAAP operating margin improved to 8.3%, while non-GAAP operating margin reached 14.3%.

GAAP diluted EPS rose to $1.52, up 18.8%, and non-GAAP diluted EPS increased to $2.86, also up about 18.7% from the prior year. Net income was $82.5 million versus $73.5 million a year earlier.

The company returned capital aggressively, spending $324 million on share repurchases, including a $300 million accelerated share repurchase. Cash, cash equivalents and restricted cash declined to $1.043 billion from $1.301 billion at year-end as a result.

For full-year 2026, EPAM now expects revenue growth of 4.0%–6.5% (organic constant-currency 2.5%–5.0%), GAAP diluted EPS of $8.29–$8.59 and non-GAAP diluted EPS of $12.98–$13.28. Second-quarter revenue is projected at $1.400–$1.415 billion, with GAAP diluted EPS of $1.79–$1.87 and non-GAAP diluted EPS of $3.10–$3.18.

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.

EPAM Systems used its Investor Day to lay out an AI-focused growth strategy and updated financial targets. The company reported 2025 revenue of $5.457B, up 15.4%, with strong contributions from Financial Services at $1.316B and Americas revenue of $3.201B. Management positions EPAM as a leader in AI-native enterprise transformation, emphasizing its 62,000+ professionals, 56,600+ delivery staff and a diversified base across 55+ countries.

For 2026, EPAM guides to revenue of $5.703B–$5.866B, non-GAAP operating margin of 15–16% and non-GAAP diluted EPS of $12.60–$12.90, implying about 10.9% growth at the midpoint. The company targets non-GAAP operating margins of at least 16% and cumulative free cash flow above $1.8B from 2026–2028, supported by AI-native services, global delivery optimization and disciplined M&A and buybacks.

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.

EPAM Systems reported solid growth for 2025 while shifting its business mix. Full-year revenue reached $5.457 billion, up 15.4%, with GAAP operating margin at 9.5% and non-GAAP operating margin at 15.2%. GAAP diluted EPS fell to $6.72 (down 14.3%), while non-GAAP diluted EPS rose to $11.50 (up 5.9%).

In the fourth quarter, revenue grew 12.8% to $1.408 billion, and GAAP diluted EPS increased to $1.98, with non-GAAP diluted EPS of $3.26. Cash from operations was $654.9 million for 2025, and the company repurchased 3.54 million shares for $660.6 million, ending the year with $1.301 billion in cash and restricted cash.

For 2026, EPAM guides to revenue growth of 4.5%–7.5%, GAAP operating margin of 10%–11%, and GAAP EPS of $7.95–$8.25, with non-GAAP EPS of $12.60–$12.90. Management highlights growing AI-native revenues and continued investment in AI, talent, and partnerships.

EPAM Systems, Inc. reported that it will hold an Investor Day on March 12, 2026. The company shared this information through a press release dated January 13, 2026.

The press release is furnished as Exhibit 99.1 under a Regulation FD disclosure item, meaning it is provided for informational purposes and is not treated as filed for liability purposes under the Exchange Act or incorporated into other securities filings unless specifically referenced.

EPAM Systems (EPAM) reported that it furnished, via an 8-K, a press release and an investor infographic discussing results for the third quarter ended September 30, 2025. These materials are attached as Exhibits 99.1 and 99.2. The information was provided under Item 2.02 and is deemed furnished, not filed, under the Exchange Act, and is not incorporated by reference unless expressly stated.

EPAM Systems announced that its Board of Directors approved a common stock repurchase program authorizing the company to buy back up to $1 billion of EPAM Systems, Inc. common stock. The announcement was made via press release on October 21, 2025, which is included as Exhibit 99.1.

A repurchase authorization permits the company to acquire shares in the market or otherwise, reducing the public float when executed. The filing does not provide further terms beyond the authorization and timing will depend on future decisions and conditions.

EPAM Systems, Inc. has entered into a new amended and restated credit agreement providing a five-year $700 million revolving credit facility. The agreement, led by PNC Bank as administrative agent, can be increased to up to $1.2 billion if lenders agree and conditions are met, giving EPAM flexible borrowing capacity. Borrowings can be made in U.S. dollars and, up to $250 million, in several major foreign currencies, with interest based on SOFR plus a margin tied to EPAM’s leverage ratio.

The facility includes customary covenants and events of default, including leverage limits generally capping the company’s leverage ratio at 3.50 to 1.00, which may rise to 4.00 to 1.00 in certain cases. It also restricts additional debt, guarantees, asset sales, investments, and M&A activity above set thresholds. This 2025 Revolving Facility and Credit Agreement replace EPAM’s prior 2021 credit facility.

EPAM Systems filed an 8-K announcing a material leadership and governance update. Balazs Fejes is referenced in connection with appointment as Chief Executive Officer and President and will be employed under an agreement effective September 1, 2025; a form of an Executive Restricted Stock Unit Award Agreement is also filed as an exhibit. The filing states there are no special arrangements surrounding Mr. Fejes’ appointment, he will not receive compensation for director service, and Mr. Dobkin’s compensation remains unchanged for 2025. The Board approved amended and restated bylaws, effective September 1, 2025, increasing the maximum number of directors from ten to eleven and making modernizing and clarifying changes. The filing attaches the bylaws and employment-related exhibits.

EPAM (NYSE: EPAM) adopted a new Executive Severance Plan on 23 Jun 2025, materially altering post-employment payouts for the CEO, CFO and other officers.

Key terms: (i) if terminated without Cause or for Good Reason, executives receive a lump-sum equal to current base salary + target bonus, 12 months COBRA, any earned but unpaid bonus, and accelerated vesting of RSUs scheduled to vest within 12 months; (ii) if the same termination occurs within 3 months before or 12 months after a Change in Control, payouts rise to 1.5× salary + bonus (2× for the CEO), 18 months COBRA (24 months for the CEO) and 100 % equity acceleration.

Benefits require a release of claims and compliance with restrictive covenants. Payouts may be reduced to avoid Code §§280G/4999 excise taxes.