Grid Dynamics (NASDAQ: GDYN) CEO reports vested shares and large tax withholding

Rhea-AI Filing Summary

Grid Dynamics Holdings chief executive Leonard Livschitz reported equity compensation-related share movements. On February 7, 2026, he acquired 658,240 shares of common stock at $0 when the board determined performance conditions were met for performance share awards granted on January 1, 2024.

On February 10, 2026, 355,119 shares were withheld by the company at $6.94 per share to cover tax withholding and remittance obligations tied to those awards. After these entries, Livschitz directly beneficially owned 3,427,464 common shares and indirectly held 12,860 shares through his spouse.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Livschitz Leonard

(Last) (First) (Middle)

C/O GRID DYNAMICS HOLDINGS, INC.

6101 BOLLINGER CANYON ROAD, SUITE 465

(Street)

SAN RAMON CA 94583

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GRID DYNAMICS HOLDINGS, INC. [ GDYN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/07/2026		A		658,240(1)	A	$0	3,782,583	D
Common Stock	02/10/2026		F		355,119(2)	D	$6.94	3,427,464	D
Common Stock								12,860	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the acquisition of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on January 1, 2024.

2. Represents shares that have been withheld by the Issuer to satisfy tax withholding and remittance obligations in connection with the issuance of shares pursuant to performance share awards granted to the Reporting Person on January 1, 2024.

3. The shares are held by the Reporting Person's spouse.

	/s/Anil Doradla, by power of attorney	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did GDYN CEO Leonard Livschitz report on this Form 4?

Leonard Livschitz reported receiving 658,240 GDYN common shares at $0 when performance share awards vested, and 355,119 shares were withheld at $6.94 per share to satisfy tax obligations. These entries reflect equity compensation and related tax withholding, not open-market share purchases or sales.

Why were 355,119 GDYN shares withheld from Leonard Livschitz?

Grid Dynamics withheld 355,119 GDYN shares at $6.94 per share to cover Leonard Livschitz’s tax withholding and remittance obligations. The tax event arose from the issuance of shares under performance share awards originally granted on January 1, 2024 after performance conditions were met.

How many GDYN shares did Leonard Livschitz acquire from performance awards?

Leonard Livschitz acquired 658,240 GDYN common shares at $0 when the board confirmed that performance conditions under his January 1, 2024 performance share awards were met. This reflects the vesting and settlement of those awards into actual common stock, not a cash purchase.

What is Leonard Livschitz’s GDYN share ownership after these transactions?

After the reported Form 4 entries, Leonard Livschitz directly beneficially owned 3,427,464 shares of GDYN common stock. He also indirectly held 12,860 additional shares through his spouse, giving him both direct and indirect exposure to Grid Dynamics equity according to the filing.

Are any of Leonard Livschitz’s GDYN shares held indirectly?

Yes. The Form 4 states that 12,860 GDYN shares are held indirectly by Leonard Livschitz through his spouse. The filing classifies these as indirectly beneficially owned, while his remaining 3,427,464 shares are listed as directly owned following the reported transactions.

What triggered the vesting of Leonard Livschitz’s GDYN performance share awards?

The board of Grid Dynamics determined that performance conditions for Leonard Livschitz’s January 1, 2024 performance share awards were met. This determination caused the awards to settle into 658,240 GDYN common shares, recorded on February 7, 2026 as an acquisition at $0 per share.