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

Financial Analyst

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.

Corporate Governance Expert

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.

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

OMB APPROVAL

OMB Number:			3235-0287
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X

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^*

Yezhkov Sergey

(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/Co-Head of Global Business

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2025

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	04/30/2025		P	V	56.23(1)	A	$133.37	17,609.23	D
EPAM Common Stock	08/29/2025		F		1,178(2)	D	$174.18	16,431.23	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. 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.

2. 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.

Remarks:

	/s/ Kate Pytlewski as Attorney-in-Fact	09/02/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did EPAM (EPAM) report for Sergey Yezhkov?

The Form 4 reports an ESPP purchase (purchase price $133.37 per share) increasing beneficial ownership to ~17,609.23 shares and the withholding of 1,178 shares to satisfy taxes on vested RSUs.

How many shares were withheld for taxes and what effect did that have on ownership?

1,178 shares were withheld to satisfy tax withholding, reducing reported beneficial ownership from ~17,609.23 shares to ~16,431.23 shares.

Was the ESPP purchase reported as following a plan or exception?

Yes. The purchase was reported as made pursuant to the EPAM 2021 Employee Stock Purchase Plan and is noted as exempt from Rule 16b‑3(c) with reference to the ESPP pricing mechanics.

What prices are shown for the transactions on the Form 4?

The ESPP purchase is shown at a price of $133.37 per share. The withholding event lists an implied value of $174.18 per share.

Does this Form 4 indicate any unusual or material insider selling?

No. The filing shows a plan‑based purchase and a tax‑withholding action for vested RSUs, which are routine compensation events and not presented as material disposals.