Grid Dynamics Holdings Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 7, 2025, the Board of Directors (the “Board”) of Grid Dynamics Holdings, Inc. (the “Company”) approved the following changes to the Company’s Outside Director Compensation Policy, effective December 23, 2025 (as so updated, the “Policy”):
| · | The annual retainer fees payable to directors for Board and committee positions will be paid in equity of the Company (instead of the current cash payments), provided that each individual director may instead elect, during the open window period prior to the date of the annual meeting of stockholders, to receive his or her applicable annual retainer fees entirely in cash. |
| · | Equity compensation will be paid in the form of restricted stock units (“RSUs”), and will be issued following the Company’s annual meeting of stockholders, valued at the fair market value of the Company’s common stock at the time of the grant. |
| · | The amount awarded to each director will be calculated assuming that such director continues to serve in his or her Board and committee positions for the entire year. The RSUs will vest in equal quarterly amounts, provided that, if a director does not retain the same Board and committee positions for the year, the RSUs will vest and settle at the lower applicable amounts. |
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Policy. A copy of the Policy is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 10.1 | Outside Director Compensation Policy | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURE
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.
Dated: November 10, 2025
| GRID DYNAMICS HOLDINGS, INC. | ||
| By: | /s/ Anil Doradla | |
| Name: | Anil Doradla | |
| Title: | Chief Financial Officer | |