Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Management's report on internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
An evaluation was conducted under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our internal control over financial reporting based on the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
Based on the results of this evaluation, our management concluded that our internal control over financial reporting was effective at the end of fiscal 2025. The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report included herein.
Evaluation of disclosure controls and procedures
An evaluation was conducted under the supervision and with the participation of management, including our CEO and CFO, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and Exchange Act Rules 15d-15(e)) as of December 31, 2025. Based on that evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of such date.
Internal control over financial reporting
Our management, including the CEO and CFO, confirmed there were no changes in our internal control over financial reporting during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent limitations on effectiveness of controls
Our management, including our CEO and CFO, do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
ITEM 9B. OTHER INFORMATION
Insider Trading Arrangements
On November 13, 2025 , Yury Gryzlov , our Chief Operating Officer , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of up to 237,666 shares of our common stock, less shares forfeited for tax withholding. The trading arrangement was intended to satisfy the affirmative defense under Rule 10b5-1(c) under the Securities Exchange Act. Shares may be sold pursuant to the plan until March 3, 2027 , or earlier if all sales under the plan were completed.
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No other Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements were adopted or terminated by our directors or executive officers during the three months ended December 31, 2025.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information called for by this item will be set forth in our Proxy Statement for the Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025 and is incorporated herein by reference.
Code of Ethics
Our board of directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The full text of our code of conduct is posted on the investor relations page on our website which is located at https://ir.griddynamics.com. We will post any amendments to our code of conduct, or waivers of its requirements, on our website.
Insider Trading Policy
We have adopted insider trading policies and procedures applicable to our directors, officers, and employees, and have implemented processes for the Company, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the Nasdaq listing standards. Except under limited circumstances, persons subject to the policy may not engage in any transaction of our securities while aware of material nonpublic information relating to the Company. The insider trading policy also implements quarterly trading blackout periods and allows for special blackout periods to limit the likelihood of trading at times with significant risk of insider trading exposure. In addition, all of our employees are prohibited from engaging in any transaction involving our securities without first obtaining pre-clearance from our compliance officer.
Our insider trading policy also includes Rule 10b5-1 trading plan guidelines that permit our directors and certain employees, including our named executive officers, to adopt Rule 10b5-1 trading plans (“10b5-1 plans”). Under these guidelines, among other restrictions, 10b5-1 plans may only be adopted or modified when the person adopting the trading plan is not aware of any material nonpublic information and there is an open trading window. In addition, the first trade under a 10b5-1 plan may not occur until the completion of a cooling off period in compliance with SEC rules.
Our insider trading policy also prohibits our employees, including officers, and directors from pledging or engaging in hedging or similar transactions in our securities, including but not limited to prepaid variable forwards, equity swaps, collars, exchange funds, puts, calls and short sales. The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Insider Trading Policy incorporated by reference as an exhibit to this Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information called for by this item will be set forth in our Proxy Statement for the Annual Meeting of Stockholders and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item will be set forth in our Proxy Statement for the Annual Meeting of Stockholders and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information, if any, required by this item will be set forth in our Proxy Statement for the Annual Meeting of Stockholders and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item will be set forth in our Proxy Statement for the Annual Meeting of Stockholders and is incorporated herein by reference.
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PART IV.
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K:
1. Financial Statements: See Item 8 of this Annual Report on Form 10-K.
2. Financial Statement Schedules: All schedules are omitted because they are not required, are not applicable or the information is included in the consolidated financial statements or notes thereto.
(b) The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K:
Incorporated by Reference
Exhibit Number Description Form File No. Exhibit Filing Date
3.1 Amended and Restated Certificate of Incorporation of the Registrant.
8-K 001-38685 3.1 March 9, 2020
3.2 Amended and Restated Bylaws of the Registrant.
8-K 001-38685 3.1 February 27, 2026
4.1 Specimen Common Stock Certificate of the Registrant.
8-K 001-38685 4.1 March 9, 2020
4.2 Description of Securities.
10-K 001-38685 4.2 March 3, 2022
10.1+ Grid Dynamics International, Inc. 2018 Stock Plan and Forms of Agreement.
10-Q 001-38685 10.16 May 11, 2020
10.2+ Grid Dynamics Holdings, Inc. 2020 Equity Incentive Plan.
10-Q 001-38685 10.1 May 11, 2020
10.3+ Grid Dynamics Holdings, Inc. 2020 Equity Incentive Plan - Form of Stock Option Agreement.
8-K 001-38685 10.2 March 9, 2020
10.4+ Grid Dynamics Holdings, Inc. 2020 Equity Incentive Plan - Form of Restricted Stock Unit Agreement.
8-K 001-38685 10.3 March 9, 2020
10.5+ Grid Dynamics Holdings, Inc. 2020 Equity Incentive Plan - Form of Restricted Stock Agreement.
8-K 001-38685 10.4 March 9, 2020
10.6+ Grid Dynamics Holdings, Inc. 2020 Equity Incentive Plan - Form of Performance Share Award Agreement.
8-K 001-38685 10.5 March 9, 2020
10.7 +
Amendment #1 to the Grid Dynamics Holdings, Inc. 2020 Equity Incentive Plan .
8-K
001-38685
10.1 December 23, 2025
10.8+
Form of Director and Officer Indemnification Agreement.
8-K 001-38685 10.6 March 9, 2020
10.9+
Outside Director Compensation Policy.
8-K 001-38685 10.1
November 10, 2025
10.10.1+
Employment Agreement between the Registrant and Leonard Livschitz.
8-K 001-38685 10.8 March 9, 2020
10.10.2+
Amendments to Employment Agreement between the Registrant and Leonard Livschitz.
10-Q 001-38685 10.1 August 4, 2022
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10.11+
Employment Agreement between the Registrant and Anil Doradla.
8-K 001-38685 10.9 March 9, 2020
10.12+
Executive Employment Agreement between the Registrant and Yury Gryzlov.
10-Q 001-38685 10.2 August 4, 2022
10.13
Form of Tax Indemnification Agreement of the Registrant.
8-K 001-38685 10.15 March 9, 2020
10.14
Amended and Restated Registration Rights Agreement, dated as of March 5, 2020, by and among the Company and certain security holders.
10-Q 001-38685 10.17 May 11, 2020
10.15
Stockholders’ Agreement, dated as of November 13, 2019, by and among the Company and certain security holders.
10-Q 001-38685 10.18 May 11, 2020
10.16 Credit Agreement, dated as of March 15, 2022, by and among Grid Dynamics Holdings, Inc., as borrower, the guarantors party thereto from time to time, the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent for such lenders.
8-K 001-38685 10.1 March 17, 2022
10.17 +
Fourth Amendment to Credit Agreement, dated as of May 20, 2025, by and among Grid Dynamics Holdings, Inc., as borrower, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders.
8-K
001-38685
10.1 May 21, 2025
19.1*
Insider Trading Policy
10-K
001-38685
19.1 February 27, 2025
21.1* List of subsidiaries of the Registrant.
23.1* Consent of Independent Registered Public Accounting Firm (Grant Thornton LLP).
31.1* Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1† Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2† Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1
Compensation Recovery Policy
10-K
001-38685 97.1 February 29, 2024
101.INS XBRL Instance Document.
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101.SCH XBRL Taxonomy Extension Schema Document.
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB XBRL Taxonomy Extension Label Linkbase Document.
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
__________________________
* Filed herewith.
+ Indicates a management contract or compensatory plan or arrangement.
† The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
ITEM 16. FORM 10-K SUMMARY
None.
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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 thereunto duly authorized.
GRID DYNAMICS HOLDINGS, INC.
Date: March 5, 2026 By: /s/ Leonard Livschitz
Leonard Livschitz
Chief Executive Officer
( Principal Executive Officer )
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Leonard Livschitz and Anil Doradla, and each one of them, as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Leonard Livschitz Chief Executive Officer and Director March 5, 2026
Leonard Livschitz ( Principal Executive Officer )
/s/ Anil Doradla Chief Financial Officer March 5, 2026
Anil Doradla ( Principal Financial and Accounting Officer )
/s/ Lloyd Carney Chairman of the Board and Director March 5, 2026
Lloyd Carney
/s/ Eric Benhamou Director March 5, 2026
Eric Benhamou
/s/ Marina Levinson Director March 5, 2026
Marina Levinson
/s/ Patrick Nicolet Director March 5, 2026
Patrick Nicolet
/s/ Michael Southworth Director March 5, 2026
Michael Southworth
/s/ Weihang Wang Director March 5, 2026
Weihang Wang
/s/ Yueou Wang Director March 5, 2026
Yueou Wang
/s/ Shuo Zhang Director March 5, 2026
Shuo Zhang
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