Grid Dynamics Holdings (GDYN) director granted new RSU awards

Rhea-AI Filing Summary

Grid Dynamics Holdings, Inc. reported a director equity grant on a Form 4. On December 23, 2025, the director received 12,500 shares of common stock for $0, described as restricted stock units (RSUs) that will fully vest on December 23, 2026 if the director continues as a service provider. On the same date, the director also received 6,521 RSUs for $0, with one-quarter vesting on March 23, 2026 and the remaining quarters vesting every three months afterward, subject to continued service in the same board and, if applicable, committee roles. Following these grants, the director beneficially owned 48,810 and 55,331 shares of common stock in the two reported line items, both held directly.

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).

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.
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 transaction did Grid Dynamics Holdings (GDYN) report on this Form 4?

The company reported that a director received grants of 12,500 and 6,521 restricted stock units (RSUs) of common stock on December 23, 2025, both at a price of $0 per share.

How do the 12,500 RSUs granted by Grid Dynamics (GDYN) vest?

The 12,500 RSUs vest 100% on December 23, 2026, provided the reporting person continues as a service provider to Grid Dynamics Holdings, Inc. through that date.

What is the vesting schedule for the 6,521 RSUs reported by GDYN?

The 6,521 RSUs vest in four equal parts: one-quarter on March 23, 2026, and one-quarter on each three-month anniversary thereafter, subject to the reporting person continuing in the same board and any applicable board committee roles.

What type of securities were granted in this Grid Dynamics (GDYN) Form 4 filing?

The securities are restricted stock units (RSUs), each representing a contingent right to receive one share of Grid Dynamics Holdings, Inc. common stock upon vesting.

What is the reporting persons relationship to Grid Dynamics Holdings (GDYN)?

The reporting person is a director of Grid Dynamics Holdings, Inc., as indicated in the relationship section of the filing.

How many Grid Dynamics (GDYN) shares did the director beneficially own after these RSU grants?

After the reported transactions, the director beneficially owned 48,810 and 55,331 shares of common stock in the two respective line items, each held with direct ownership.