EPAM Systems, Inc. SEC Filings

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, Inc. files its annual report for the year ended December 31, 2025, describing a global digital engineering and consulting business with growing emphasis on cloud and AI-native transformation services. The company serves five main verticals, with its top five clients providing 13.7% of 2025 revenue and top ten 21.6%.

EPAM operates a large distributed delivery model, with approximately 56,600 delivery professionals out of 62,850 total employees as of December 31, 2025, and delivery utilization of about 76.8%. India is its largest delivery location with roughly 12,200 professionals, while Ukraine and Belarus remain significant centers despite the ongoing war in the region.

The report highlights strategic investment in AI platforms such as EPAM AI/RUN™ and data and cloud capabilities, alongside detailed risk factors. Key risks include geopolitical instability in Ukraine and Belarus, AI-driven changes that could reduce demand or pressure pricing, intense competition for skilled talent, regulatory and sanctions exposure, tax-incentive dependency in Belarus and Poland, and evolving ESG and data privacy obligations.

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.

Capital World Investors has disclosed a significant passive stake in Systems, Inc. common stock. The firm is deemed to beneficially own 3,758,632 shares, representing 6.8% of the 55,242,618 shares believed to be outstanding as of the event date.

Capital World Investors reports sole voting power over 3,746,045 shares and sole dispositive power over 3,758,632 shares, with no shared voting or dispositive power. The filing certifies that the shares were acquired and are held in the ordinary course of business, without the purpose or effect of changing or influencing control of the company.

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, Inc. reported an insider transaction by a director involving bona fide gifts of EPAM common stock on 12/15/2025. The filing shows two separate transactions coded as gifts, each at a price of $0, meaning the director received no payment for the transferred shares.

After these gifts, the director beneficially owns 4,845 EPAM shares directly and 13,744 EPAM shares indirectly through a trust, indicating the director still holds a meaningful equity interest in the company despite the charitable or personal transfers.

EPAM Systems, Inc. reported an insider transaction by an officer serving as SVP/Co-Head of Global Business. On 12/10/2025, the officer exercised 5,000 employee stock options for EPAM common stock at an exercise price of $70.52 per share, converting them into common shares.

That same day, the officer sold 5,000 EPAM common shares at a price of $207 per share. After these transactions, the officer directly beneficially owns 15,645.091 EPAM common shares and holds 4,308 employee stock options that remain outstanding.

EPAM Systems, Inc. reported an amended insider transaction for an officer serving as SVP/Co-Head of Global Business. On 08/13/2018, the reporting person exercised an employee stock option to buy 3,000 shares of EPAM common stock at $70.52 per share, coded as transaction type “M.” After this transaction, the officer directly held 18,645.091 shares of EPAM common stock and 9,308 employee stock options. This amendment corrects the previously reported number of derivative securities beneficially owned following the original transaction.

EPAM has a planned sale of 5,000 shares of its common stock under Rule 144. The shares are to be sold on the NYSE through UBS Financial Services Inc., with an aggregate market value of $1,035,000. The filing notes that 55,242,618 shares of this class were outstanding at the time. The 5,000 shares were acquired on 12/10/2025 through a stock option exercise directly from the issuer, paid in cash, with the approximate sale date also listed as 12/10/2025.