Grid Dynamics (GDYN) CFO equity award vests, shares withheld for tax

Rhea-AI Filing Summary

Grid Dynamics Holdings’ chief financial officer Anil Doradla reported share movements tied to performance-based equity awards. On February 7, 2026, he acquired 49,368 shares of common stock at $0 when the board determined performance conditions on a January 1, 2024 award were met.

On February 10, 2026, 22,125 shares were withheld at $6.94 per share to cover tax withholding related to that issuance. After these transactions, Doradla directly owned 402,953 shares of common stock of Grid Dynamics Holdings.

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^*

Doradla Anil

(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 FINANCIAL 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		49,368(1)	A	$0	425,078	D
Common Stock	02/10/2026		F		22,125(2)	D	$6.94	402,953	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 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.

	/s/Anil Doradla	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’s CFO report in this Form 4?

GDYN’s chief financial officer Anil Doradla reported two transactions: an acquisition of 49,368 common shares from vested performance share awards and a withholding of 22,125 shares to cover related tax obligations. Both transactions involved equity awards granted on January 1, 2024.

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

After the reported equity award vesting and tax share withholding, GDYN’s CFO Anil Doradla directly owns 402,953 shares of Grid Dynamics Holdings common stock. This figure reflects the net position following acquisition of 49,368 shares and withholding of 22,125 shares.

What triggered the 49,368-share acquisition reported by GDYN’s CFO?

The 49,368-share acquisition was triggered when Grid Dynamics’ board determined performance conditions were met for performance share awards granted to the CFO on January 1, 2024. Meeting those targets caused the performance awards to convert into common stock at no cash cost.

Why were 22,125 GDYN shares withheld in the CFO’s Form 4 filing?

The 22,125 shares were withheld by Grid Dynamics to satisfy tax withholding and remittance obligations related to the issuance of shares from the CFO’s performance share awards. The withholding price was $6.94 per share, reducing the number of shares delivered to the executive.

What do the transaction codes A and F mean in the GDYN Form 4?

In this GDYN Form 4, code “A” represents the acquisition of 49,368 shares from vested performance share awards at $0, while code “F” represents the disposition of 22,125 shares withheld by the issuer to cover tax obligations associated with that equity award issuance.