Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information for Common Stock
Our common stock has been listed on the Nasdaq under the symbol “GDYN” since March 6, 2020. Prior to that date, there was no public trading market for our common stock.
Holders of Record
As of February 27, 2026, there were approximately 8 holders of record of our common stock. Because many of our shares of common stock are held by brokers or other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by the record holders.
Dividend Policy
We have not paid any cash dividends on our common stock since our merger in March 2020. The payment of cash dividends in the future will be dependent upon revenues and earnings, if any, capital requirements and general financial condition from time to time and may be limited by the terms of any financing and/or other agreements entered into by us or our subsidiaries from time to time, including our credit agreement, and by requirements under the laws of our subsidiaries’ respective jurisdictions of incorporation to set aside a portion of their net income in each year to legal reserves. The payment of any cash dividends will be within the discretion our board of directors and the board of directors will consider whether or not to institute a dividend policy. It is presently expected that we will retain all earnings for use in our business operations and, accordingly, it is not expected that our board of directors will declare any dividends in the foreseeable future.
Securities Authorized for Issuance Under Equity Compensation Plans
Information about our equity compensation plans is incorporated herein by reference to Part III, Item 12 of this Report.
Unregistered Sales of Equity Securities
None.
Issuer Purchases of Equity Securities
On October 23, 2025, the Board of Directors authorized a share repurchase program of up to $50.0 million of the Company’s common stock. The common stock may be repurchased at prices that the Company deems appropriate and subject to market conditions, applicable law and other factors deemed relevant in the Company’s sole discretion. Such repurchases may be effected through open market purchases, privately negotiated transactions or otherwise, including repurchase plans that satisfy the conditions of Rule 10b5-1 under the Securities Exchange Act of 1934. The stock repurchase program has no termination date, may be suspended or discontinued at any time and does not obligate the Company to repurchase any dollar amount or number of shares.
The following information describes the Company's stock repurchase during the fourth quarter of the fiscal year ended December 31, 2025.
Period Total number of shares purchased Average price paid per share (1)
Total numbers of shares purchased as part of publicly announced plans or programs
Maximum approximate dollar value of shares that may yet be purchased under the program
(in thousands, except per share amounts)
December 1, 2025 to December 31, 2025
200 $ 9.99 200 $ 48,000
Total 200 200
__________________________
(1) Average price paid per share includes commission.
37
Performance Graph
The following chart compares the changes in cumulative total return on our common stock with the changes in cumulative total returns of the S&P 500 and a Peer Group for the period beginning December 31, 2020 and ending December 31, 2025. The Peer Group includes Accenture Plc (NYSE: ACN), Cognizant Technology Solutions Corp. (NASDAQ: CTSH), Endava plc (NYSE: DAVA), EPAM Systems Inc. (NYSE: EPAM), Globant S.A. (NYSE: GLOB), and Infosys Ltd. (NYSE: INFY). The comparisons in this chart are required by the SEC and are not intended to forecast or be indicative of the possible future performance of our common stock. The performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing.
Company/Index
Base period
12/31/2020
12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025
Grid Dynamics Holdings, Inc. $ 100.00 $ 301.35 $ 89.05 $ 105.79 $ 176.51 $ 71.67
S&P 500 $ 100.00 $ 128.71 $ 105.40 $ 133.10 $ 166.40 $ 196.16
Peer Group $ 100.00 $ 153.56 $ 99.64 $ 123.23 $ 128.25 $ 104.30
__________________________
(*) $100 invested on December 31, 2020 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.
ITEM 6. [RESERVED]
Not applicable.
38