Stricter director nomination rules at Grid Dynamics (NASDAQ: GDYN)

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Grid Dynamics Holdings, Inc. updated its corporate bylaws after approval by the Board of Directors on February 26, 2026. The amended and restated bylaws tighten the rules around how stockholders nominate directors and bring other business before stockholder meetings.

Stockholders and their nominees must now provide more detailed background and disclosure information, including voting or compensation arrangements, securities ownership, potential conflicts of interest, and representations about following company policies and serving full terms. The bylaws also add various technical and modernizing changes to how stockholder meetings are organized and conducted.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

02/27/2026 - 04:15 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2026

GRID DYNAMICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38685	83-0632724
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

6101 Bollinger Canyon Road, Suite 465

San Ramon, CA 94583

(Address of principal executive offices)

Registrant’s telephone number, including area code: (650) 523-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		GDYN		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 26, 2026, the Board of Directors (the “Board”) of Grid Dynamics Holdings, Inc. (the “Company”) adopted the Amended and Restated By-Laws, which became effective upon adoption. Among other things, the changes effected by the Amended and Restated By-Laws:

	·	Enhance certain timing and procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including by requiring additional background information and disclosures regarding proposing stockholders, proposed director nominees and business, and other persons related to the stockholder’s solicitation of proxies; and

	·	Require any stockholder nominees to provide certain background information regarding any voting or compensation arrangements, securities ownership, and potential conflicts of interest, and representations regarding compliance with the Company’s policies and guidelines and, if elected, such nominee’s intent to serve the entire term, as well as agreeing to provide such other information that the Company may require to assess such stockholder nominee’s independence and compliance with applicable laws, rules and regulations.

The Amended and Restated By-Laws also include certain technical, conforming, modernizing and clarifying changes, including with respect to conduct at, and the organization of, meetings of stockholders.

The foregoing summary does not purport to be complete and is subject to, and qualified in its entirety, by the full text of the Amended and Restated By-Laws, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
3.1		Amended and Restated By-Laws of Grid Dynamics Holdings, Inc., as amended and restated as of February 26, 2026.

104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 27, 2026

	GRID DYNAMICS HOLDINGS, INC.

	By:	/s/ Anil Doradla
	Name:	Anil Doradla
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What governance change did Grid Dynamics (GDYN) make on February 26, 2026?

Grid Dynamics’ board adopted amended and restated bylaws on February 26, 2026. The changes focus on stockholder director nominations, proposals for other business, and updated procedures for organizing and conducting stockholder meetings, aiming to formalize disclosure and process requirements.

How do the new Grid Dynamics (GDYN) bylaws affect stockholder director nominations?

The new bylaws require more detailed timing, procedural, and disclosure steps for stockholder director nominations. Proposing stockholders must provide extensive background on themselves, their nominees, and related parties involved in proxy solicitations before nominations are considered at stockholder meetings.

What information must stockholder nominees at Grid Dynamics (GDYN) now provide?

Stockholder nominees must disclose voting or compensation arrangements, securities ownership, and potential conflicts of interest. They also must represent that they will comply with company policies and guidelines and intend to serve the full term if elected to the board of directors.

Do the amended Grid Dynamics (GDYN) bylaws change how stockholder meetings are conducted?

Yes. The amended bylaws include technical, conforming, modernizing, and clarifying updates about how stockholder meetings are organized and conducted. These adjustments are designed to refine procedural mechanics without changing the company’s basic capital structure or listing status.

Where can investors find the full text of Grid Dynamics’ (GDYN) amended bylaws?

The full text of the amended and restated bylaws is filed as Exhibit 3.1 to the report. That exhibit, dated February 26, 2026, is incorporated by reference and provides the complete legal language governing stockholder nominations and meeting procedures.

Filing Exhibits & Attachments

4 documents