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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, Inc. filed a Form 144 reporting a proposed sale of 10,079 common shares through Morgan Stanley Smith Barney LLC with an approximate aggregate market value of $1,520,533.06. The filing lists the intended sale date as 10/02/2025 on the NYSE and shows 55,696,909 shares outstanding for the class. The shares to be sold were originally acquired through multiple grants of restricted stock that vested on specific dates between 02/02/2021 and 03/15/2025, with individual lots listed and the nature of payment noted as Services Rendered. The filer certifies no undisclosed material adverse information and indicates there were no securities sold by the account holder in the past three months.
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).
Fejes Balazs, who is listed as CEO, President and a Director of EPAM Systems, acquired 4,112 shares via restricted stock units on 09/01/2025 at a reported price of $0. After the grant, he beneficially owns 24,752 shares of EPAM common stock. The restricted stock units vest in four equal installments: 25% on each September 1 of 2026, 2027, 2028 and 2029. The Form 4 was executed on behalf of the reporting person by an attorney-in-fact, Kate Pytlewski, on 09/02/2025. No derivative transactions are reported on this form.
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.