Grid Dynamics (GDYN) COO granted 98,736 shares, stock withheld for taxes

Rhea-AI Filing Summary

Grid Dynamics Holdings chief operating officer Yury Gryzlov reported equity compensation activity in the company’s common stock. On February 7, 2026, he acquired 65,824 shares from performance awards granted on January 1, 2024 and 32,912 shares from awards granted on February 14, 2025, both at $0 per share after the board confirmed performance conditions were met.

On February 10, 2026, the company withheld 17,310 shares and 8,654 shares at $6.94 per share to cover tax obligations related to these issuances. After these transactions, Gryzlov directly owned 547,308 shares of Grid Dynamics common stock.

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

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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^*

Gryzlov Yury

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF OPERATING 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		65,824(1)	A	$0	540,360	D
Common Stock	02/07/2026		A		32,912(2)	A	$0	573,272	D
Common Stock	02/10/2026		F		17,310(3)	D	$6.94	555,962	D
Common Stock	02/10/2026		F		8,654(4)	D	$6.94	547,308	D

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 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 February 14, 2025.

3. 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.

4. 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 February 14, 2025.

	/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).
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FAQ

What insider transactions did GDYN COO Yury Gryzlov report on February 2026 Form 4?

Gryzlov reported receiving performance-based stock awards and related tax withholdings. He acquired 65,824 shares from a 2024 grant and 32,912 shares from a 2025 grant, with additional shares withheld to satisfy associated tax obligations.

How many Grid Dynamics (GDYN) shares was the COO granted in this Form 4 filing?

The COO was granted 65,824 shares from performance awards dated January 1, 2024 and 32,912 shares from awards dated February 14, 2025. Both grants were issued after the board confirmed that specified performance conditions had been met.

Why were GDYN shares withheld in Yury Gryzlov’s February 10, 2026 transactions?

Shares were withheld to cover tax obligations on vested performance awards. Specifically, 17,310 shares and 8,654 shares of Grid Dynamics common stock were withheld at $6.94 per share to satisfy required tax withholding and remittance duties.

What does transaction code "A" mean in the GDYN COO’s Form 4?

Code "A" indicates shares were acquired, not purchased on the open market. For the COO, it reflects stock delivered under performance share awards once the board determined that preset performance conditions had been successfully achieved.

What does transaction code "F" mean in the Grid Dynamics Form 4 filing?

Code "F" signifies shares used to pay taxes on equity awards. In this filing, the issuer withheld shares from the COO at $6.94 per share to satisfy tax withholding obligations arising from vested performance-based stock awards.

How many GDYN shares does the COO own after these reported transactions?

Following the reported grants and tax withholdings, the COO directly owns 547,308 shares of Grid Dynamics common stock. This figure reflects his beneficial ownership after all transactions disclosed in the February 2026 Form 4 filing.

Were the GDYN COO’s new shares tied to performance conditions?

Yes. The acquired shares came from performance share awards. The board of directors determined that performance conditions for grants dated January 1, 2024 and February 14, 2025 were met, triggering the issuance of common stock to the COO.