EPAM (EPAM) strategy chief granted 8,221 shares, 763 withheld for tax

Rhea-AI Filing Summary

EPAM Systems executive Elaina Shekhter reported routine equity compensation activity in EPAM Common Stock. She received a grant of 8,221 shares, increasing her direct holdings before tax effects to 21,141.488 shares. To cover tax obligations from restricted stock unit vesting, a total of 763 shares were withheld by EPAM at $137.14 per share, leaving her with 12,920.488 shares held directly. The remaining restricted stock units from this grant are scheduled to vest in four equal 25% installments on March 15 of 2027, 2028, 2029, and 2030.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shekhter Elaina

(Last) (First) (Middle)

C/O EPAM SYSTEMS, INC.

41 UNIVERSITY DRIVE SUITE 202

(Street)

NEWTOWN PA 18940

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EPAM Systems, Inc. [ EPAM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
EPAM Common Stock	03/15/2026		F		129(1)	D	$137.14	13,554.488	D
EPAM Common Stock	03/15/2026		F		154(1)	D	$137.14	13,400.488	D
EPAM Common Stock	03/15/2026		F		153(1)	D	$137.14	13,247.488	D
EPAM Common Stock	03/15/2026		F		327(1)	D	$137.14	12,920.488	D
EPAM Common Stock	03/15/2026		A		8,221(2)	A	$0	21,141.488	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares were withheld by the Issuer to satisfy the tax withholding requirement arising from the vesting of restricted stock units granted to the reporting person under the Issuer's Long Term Incentive Plan.

2. Represents restricted stock units that are scheduled to vest as to 25% of the shares on each of March 15, 2027, 2028, 2029, and 2030.

Remarks:

	/s/ Kate Pytlewski as Attorney-in-Fact	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did EPAM (EPAM) SVP Elaina Shekhter report?

Elaina Shekhter reported an equity grant of 8,221 EPAM shares and tax-withholding dispositions totaling 763 shares at $137.14 per share. These were compensation-related and not open-market buy or sell transactions.

How many EPAM (EPAM) shares does Elaina Shekhter hold after these Form 4 transactions?

Following the reported transactions, Elaina Shekhter directly holds 12,920.488 shares of EPAM Common Stock. This figure reflects her position after the equity grant and the shares withheld to satisfy tax obligations on vested restricted stock units.

Were any of Elaina Shekhter’s EPAM (EPAM) transactions open-market sales or purchases?

No, the Form 4 shows no open-market buys or sells. All four dispositions used transaction code F, indicating shares were withheld by EPAM to pay tax liabilities related to vesting, rather than discretionary market trading.

What is the vesting schedule for Elaina Shekhter’s new EPAM (EPAM) restricted stock units?

The granted restricted stock units are scheduled to vest in four equal installments. 25% of the shares vest on each of March 15, 2027, 2028, 2029, and 2030, subject to the terms of EPAM’s Long Term Incentive Plan.

Why were 763 EPAM (EPAM) shares withheld from Elaina Shekhter’s holdings?

763 shares were withheld by EPAM to satisfy tax withholding requirements triggered by the vesting of restricted stock units. This tax-withholding mechanism (code F) is a standard, non-market method to cover income taxes on equity compensation.

What price was used for the EPAM (EPAM) tax-withholding dispositions on the Form 4?

Each tax-withholding disposition was reported at $137.14 per share. This price was applied to the 763 withheld shares used to satisfy tax obligations arising from the vesting of restricted stock units granted under EPAM’s Long Term Incentive Plan.