Grid Dynamics director receives new RSU grants

Southworth Michael Christopher reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Southworth Michael Christopher reported acquisition or exercise transactions in this Form 4 filing.

Grid Dynamics Holdings, Inc. director Michael Christopher Southworth received equity compensation in the form of two restricted stock unit awards covering 12,500 and 6,521 shares of Common Stock on December 23, 2025. Each RSU represents a contingent right to one share, with one grant vesting 100% on December 23, 2026 and another vesting in quarterly installments beginning March 23, 2026, in each case subject to his continued service. Following these awards, he holds 55,331 shares of Common Stock directly.

Insider Trade Summary

Grant/Award: 19,021 shares

Grant/Award 2 txns

Insider Southworth Michael Christopher

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	12,500	$0.00	$0.00
Grant/Award	Common Stock	6,521	$0.00	$0.00

Holdings After Transaction: Common Stock — 55,331 shares (Direct)

Footnotes (2)

1. F1. These securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Common Stock. 100% of the RSUs shall vest on December 23, 2026, subject to the Reporting Person continuing as a service provider through such date.
2. F2. These securities are RSUs, each of which represents a contingent right to receive one share of Common Stock. One-quarter of the RSUs shall vest on March 23, 2026 and one-quarter shall vest on each three-month anniversary thereafter, subject to the Reporting Person continuing as a service provider in the same Grid Dynamics Holdings, Inc. board of directors and (if applicable) board committee roles through each such date.

Key Figures

RSU grant 1: 12,500 shares RSU grant 2: 6,521 shares Post-transaction direct holdings: 55,331 shares +3 more

6 metrics

RSU grant 1 12,500 shares Restricted stock units granted on December 23, 2025; vests 100% on December 23, 2026

RSU grant 2 6,521 shares Restricted stock units granted on December 23, 2025; vest in quarterly installments beginning March 23, 2026

Post-transaction direct holdings 55,331 shares Common Stock held directly by Michael Christopher Southworth after the reported transactions

Grant date December 23, 2025 Date both RSU awards covering 12,500 and 6,521 shares were granted

Cliff vesting date December 23, 2026 Date on which one RSU grant is scheduled to vest 100%, subject to continued service

First installment vesting date March 23, 2026 Initial vesting date for one-quarter of another RSU grant, with quarterly vesting thereafter

Key Terms

restricted stock units (RSUs), contingent right, service provider, board committee roles

4 terms

restricted stock units (RSUs) financial

"These securities are restricted stock units (RSUs). Each RSU represents a contingent right"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

contingent right financial

"Each RSU represents a contingent right to receive one share of Common Stock"

service provider financial

"subject to the Reporting Person continuing as a service provider through such date"

board committee roles financial

"service provider in the same Grid Dynamics Holdings, Inc. board of directors and board committee roles"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did GDYN director Michael Christopher Southworth report?

Michael Christopher Southworth reported receiving two RSU grants for 12,500 and 6,521 GDYN shares as equity compensation. These awards were granted on December 23, 2025 and are subject to future vesting based on his continued service on the board.

How many GDYN shares does Michael Christopher Southworth hold after the reported transactions?

After the reported RSU awards, Michael Christopher Southworth directly holds 55,331 shares of GDYN Common Stock. This figure reflects his post-transaction holding balance as reported in the insider data for the December 23, 2025 equity grants.

What are the vesting terms of the new GDYN RSU awards to Michael Christopher Southworth?

The RSU awards include one grant that vests 100% on December 23, 2026 and another that vests quarterly starting March 23, 2026. Vesting in each case requires that he continue as a service provider in his Grid Dynamics board roles.

Do the GDYN RSU awards to Michael Christopher Southworth involve any cash purchase price?

The reported RSU awards were granted at a stated price of $0.0000 per share, indicating they are compensation-related grants rather than open-market purchases. Each RSU converts into one share of Common Stock upon vesting, subject to service conditions.

Are Michael Christopher Southworth’s GDYN RSUs tied to his board and committee roles?

Yes, one set of RSUs vests in installments only if he continues in the same board of directors and board committee roles. This structure aligns the equity awards with his ongoing service commitments to Grid Dynamics Holdings, Inc.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 12/29/2025 - 06:07 PM Learn about SEC filing dates

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^*

Southworth Michael Christopher

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2025

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	12/23/2025		A		12,500(1)	A	$0	48,810	D
Common Stock	12/23/2025		A		6,521(2)	A	$0	55,331	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. These securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Common Stock. 100% of the RSUs shall vest on December 23, 2026, subject to the Reporting Person continuing as a service provider through such date.

2. These securities are RSUs, each of which represents a contingent right to receive one share of Common Stock. One-quarter of the RSUs shall vest on March 23, 2026 and one-quarter shall vest on each three-month anniversary thereafter, subject to the Reporting Person continuing as a service provider in the same Grid Dynamics Holdings, Inc. board of directors and (if applicable) board committee roles through each such date.

	/s/ Anil Doradla, by power of attorney	12/29/2025
	** 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.
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