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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 |
