EPAM insider report: ESPP buy at $133.37; 1,178 shares withheld for tax
Rhea-AI Filing Summary
Sergey Yezhkov, SVP/Co-Head of Global Business at EPAM Systems (EPAM), reports routine insider transactions. He purchased shares under EPAM's 2021 Employee Stock Purchase Plan for the November 1, 2024–April 30, 2025 purchase period at a reported per‑share price of $133.37, increasing his beneficial ownership to approximately 17,609.23 shares. The filing also shows 1,178 shares were withheld by the issuer to satisfy tax withholding on vested restricted stock units at an implied value of $174.18 per share, reducing his reported beneficial ownership to 16,431.23 shares. The ESPP purchase is reported as eligible for the Rule 10b5‑1 affirmative defense and is exempt from Rule 16b‑3(c).
Positive
- Acquisition under ESPP: Purchase reported under the EPAM 2021 Employee Stock Purchase Plan at $133.37 per share indicates participation in a routine, plan‑based program
- Transparency and compliance: Form 4 discloses both the ESPP purchase and tax‑withholding of RSUs with transaction codes and supporting explanation
Negative
- None.
Insights
TL;DR: Routine ESPP purchase and tax withholding reflect standard insider compensation activity with no unusual disposition.
The reported purchase under the ESPP at $133.37 per share and the contemporaneous withholding of 1,178 shares for taxes are typical compensation and payroll‑tax mechanics for senior executives. The ESPP pricing (85% lookback) and the filing's exemption references indicate this was a planned purchase rather than an opportunistic open‑market trade. The net change in beneficial ownership (from ~17,609.23 to ~16,431.23 shares) is modest relative to a large‑cap issuer and unlikely to be material to EPAM's capitalization.
TL;DR: Filing documents standard equity compensation administration; governance implications are minimal.
The Form 4 discloses a permissive ESPP acquisition and tax‑withholding of vested RSUs, both common elements of executive pay administration. The filing includes appropriate transaction codes and an attorney‑in‑fact signature, indicating procedural compliance. There is no indication of unreported related‑party transactions or accelerated disposition that would raise governance concerns based on the information provided.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | EPAM Common Stock | 1,178 | $174.18 | $205K |
| Purchase | EPAM Common Stock | 56.23 | $133.37 | $7K |
Footnotes (1)
- The reporting person is voluntarily reporting the acquisition of the Issuer's Common Stock pursuant to the EPAM Systems, Inc. 2021 Employee Stock Purchase Plan (the "ESPP"), for the ESPP purchase period of November 1, 2024 through April 30, 2025 (the "Purchase Period"). This transaction is also exempt from Rule 16b-3(c). In accordance with the ESPP, these shares were purchased at the lesser of (i) 85% of the fair market value of such shares of Common Stock on the first trading day of the Purchase Period and (ii) 85% of the fair market value of such shares of Common Stock on the last day of the Purchase Period. 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.
