Grid Dynamics Hldgs Inc SEC Filings

Grid Dynamics Holdings (GDYN) updated its Outside Director Compensation Policy. The Board approved changes on November 7, 2025, with the updated policy effective December 23, 2025. The company filed the revised policy as Exhibit 10.1 and incorporated it by reference.

This action pertains to director pay and governance practices. No operational or financial performance metrics were addressed in this update.

Grid Dynamics Holdings, Inc. (GDYN) set its 2025 Annual Meeting for December 23, 2025 at 7:30 a.m. PT, to be held virtually. Stockholders of record on November 4, 2025 may vote.

Four items are on the agenda: elect three Class III directors for terms ending in 2028; ratify Grant Thornton LLP as independent auditor for fiscal 2025; a non‑binding say‑on‑pay advisory vote; and approve an amendment to the 2020 Equity Incentive Plan to add 3,500,000 shares authorized for issuance.

Directors are elected by plurality; the other proposals require a majority of shares present or by proxy. As of the record date, 84,805,201 shares were outstanding. The company reports an equity award overhang of 13.0% and a three‑year average burn rate of 3.5%. The board recommends voting FOR all proposals.

Grid Dynamics Holdings (GDYN) reported an insider trade: Chief Operating Officer Anil Doradla sold 737 shares of common stock at $9 on October 31, 2025, pursuant to a Rule 10b5-1 trading plan adopted on November 21, 2024. Following the sale, he beneficially owns 465,289 shares, held directly.

Grid Dynamics Holdings (GDYN) reported an insider transaction by its Chief Executive Officer and Director. On 10/31/2025, the reporting person sold 10,000 shares of common stock at $9 per share, executed under a Rule 10b5-1 trading plan adopted on August 4, 2025.

Following the sale, the reporting person beneficially owned 2,851,378 shares directly. In addition, 13,002 shares are held indirectly by the reporting person’s spouse.

Grid Dynamics Holdings (GDYN) reported an insider transaction by its Chief Financial Officer. On 10/28/2025, the CFO had 2,953 shares of common stock withheld at $8.22 per share under transaction code F, which denotes shares withheld to satisfy taxes upon net settlement of restricted stock units.

After this administrative transaction, the officer beneficially owns 349,220 shares, held directly. The filing lists the officer’s role as Chief Financial Officer and indicates a single reporting person.

Grid Dynamics (GDYN) reported Q3 2025 results with revenues of $104.2 million, up 19.1% year over year, as Europe and Other regions expanded while North America was roughly flat. Gross margin was 33.3% versus 37.4% a year ago, reflecting higher cost of revenues.

Net income was $1.2 million compared to $4.3 million in the prior-year quarter; the company cited higher cost of revenues and a higher effective tax rate of 62.3% due primarily to non-deductible executive compensation. Non‑GAAP EBITDA was $12.7 million (12.2% of revenue) versus $14.8 million (16.9%).

Year to date, revenue reached $305.7 million (up from $250.3 million) and net income was $9.4 million versus a small loss last year. Cash and cash equivalents were $338.6 million, supported by $30.7 million in operating cash flow for the first nine months. The company extended its $30.0 million revolving credit facility to March 2028 with no borrowings outstanding. A $50.0 million share repurchase program was authorized on October 23, 2025. Customer concentration remained notable, with one customer at 16.4% of Q3 revenue.

Grid Dynamics Holdings, Inc. (GDYN) announced two items. The company furnished a press release with its results for the quarter ended September 30, 2025 as Exhibit 99.1. Separately, the Board authorized a share repurchase program of up to $50.0 million of common stock.

The repurchase program has no termination date, may be suspended or discontinued at any time, and does not obligate the company to acquire any amount of common stock. The earnings press release and buyback announcement are both furnished, not filed, which limits their treatment under the Exchange Act.

Leonard Livschitz, who serves as Chief Executive Officer and a Director of Grid Dynamics Holdings, Inc. (GDYN), reported a transaction dated 10/01/2025 on Form 4. The filing shows a disposition of 35,901 common shares at a price of $7.82 with 2,861,378 shares remaining directly beneficially owned after the reported sale. The report also discloses 13,002 shares held indirectly by the reporting person’s spouse. The filing states the 35,901 shares were withheld by the issuer to satisfy tax withholding obligations in connection with net settlement of restricted stock units. The Form 4 was signed by Anil Doradla by power of attorney on 10/03/2025.