epam-20260331
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 31, 2026
| EPAM SYSTEMS, INC. | ||||||||
(Exact name of registrant as specified in its charter) | ||||||||
| Delaware | 1-35418 | 22-3536104 | ||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| 41 University Drive | Suite 202 | 18940 | ||||||
| Newtown | Pennsylvania | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
267-759-9000
(Registrant’s telephone number, including area code)
| Not Applicable | ||||||||
| (Former name or former address, if changed since last report) | ||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on which Registered | ||||||
| Common Stock, par value $0.001 per share | EPAM | New York Stock Exchange | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective March 31, 2026, the Board of Directors of EPAM Systems, Inc. (the “Company”) approved a grant of restricted stock units valued at $3,000,000 (the “RSU Grant”) under the EPAM Systems, Inc. 2025 Long Term Incentive Plan to Viktar Dvorkin, the Company’s Senior Vice President, Global Head of Advanced Engineering, Cloud & Enterprise Platforms. The Board of Directors approved the grant to provide Mr. Dvorkin with a significant incremental long-term incentive to retain him as an executive of the Company.
The RSU Grant was made under the terms of the Restricted Stock Unit Award Agreement (the “RSU Agreement) dated March 31, 2026 (the “Grant Date”) between the Company and Mr. Dvorkin. The RSU Grant will vest in equal portions on the first, second, and third anniversaries of the grant date, subject to Mr. Dvorkin’s continuous employment with the Company through each vesting date. The RSUs are subject to forfeiture to the extent unvested if Mr. Dvorkin’s employment with the Company is terminated except for (i) death or disability; (ii) voluntary retirement after Mr. Dvorkin meets age and service requirements (in the case of (i) or (ii) the unvested portion accelerates); or (iii) a qualifying termination of service under the Company’s Executive Severance Plan (in which case the portion of then-outstanding RSUs that would vest within the 12 month period following termination would accelerate).
The foregoing description of the RSU Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Restricted Stock Unit Award Agreement between EPAM Systems, Inc. and Viktar Dvorkin dated March 31, 2026
101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 1, 2026
| By: | /s/ Edward F. Rockwell | |||||||||||||
| Name: | Edward F. Rockwell | |||||||||||||
| Title: | SVP, Chief Legal Officer and Corporate Secretary | |||||||||||||