Grid Dynamics CEO Withholds 35,901 Shares for RSU Taxes; Holds 2.86M

Rhea-AI Filing Summary

Leonard Livschitz, who serves as Chief Executive Officer and a Director of Grid Dynamics Holdings, Inc. (GDYN), reported a transaction dated 10/01/2025 on Form 4. The filing shows a disposition of 35,901 common shares at a price of $7.82 with 2,861,378 shares remaining directly beneficially owned after the reported sale. The report also discloses 13,002 shares held indirectly by the reporting person’s spouse. The filing states the 35,901 shares were withheld by the issuer to satisfy tax withholding obligations in connection with net settlement of restricted stock units. The Form 4 was signed by Anil Doradla by power of attorney on 10/03/2025.

Positive

• Continued substantial direct ownership: 2,861,378 shares remain beneficially owned by the CEO
• Transaction relates to RSU tax withholding: the 35,901-share disposition was withheld to satisfy tax obligations rather than an open-market sale

Negative

• Reduction in direct share count: 35,901 shares were disposed of on 10/01/2025
• Reported price on transaction: disposition recorded at $7.82 per share

Insights

Corporate Governance Analyst

TL;DR: CEO reported a RSU net-settlement resulting in a 35,901-share disposition; retains 2.86M shares.

The Form 4 documents a transaction tied to net settlement of restricted stock units, where 35,901 shares were withheld to cover tax obligations rather than sold on the open market. That distinction matters because it reflects an administrative tax settlement rather than an active cash-diversification trade.

The reporting person continues to hold a substantial direct stake of 2,861,378 shares and an indirect holding of 13,002 shares via spouse ownership, which signals continued material equity alignment between management and shareholders. The POA signature is dated 10/03/2025.

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

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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).

1. Name and Address of Reporting Person^*

Livschitz Leonard

(Last) (First) (Middle)

C/O GRID DYNAMICS HOLDINGS, INC.

5000 EXECUTIVE PARKWAY, SUITE 520

(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)
10/01/2025

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	10/01/2025		F		35,901(1)	D	$7.82	2,861,378	D
Common Stock								13,002	I	See footnote(2)

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 shares that have been withheld by the Issuer to satisfy tax withholding and remittance obligations in connection with net settlement of restricted stock units.

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

	/s/Anil Doradla, by power of attorney	10/03/2025
	** 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 did GDYN CEO Leonard Livschitz report on Form 4?

The filing reports a disposition of 35,901 common shares on 10/01/2025 at $7.82 with 2,861,378 shares remaining directly beneficially owned.

Why were 35,901 shares disposed of according to the Form 4?

The Form 4 states those shares were withheld by the issuer to satisfy tax withholding related to net settlement of restricted stock units.

Does the Form 4 show any indirect holdings for the reporting person?

Yes. The filing discloses 13,002 shares held indirectly by the reporting person’s spouse.

Who signed the Form 4 and when was it signed?

The filing is signed by Anil Doradla by power of attorney on 10/03/2025.

Was the disposition an open-market sale?

No. The Form 4 explicitly indicates the shares were withheld for tax withholding in connection with RSU net settlement, not necessarily sold on the open market.