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): ~~December~~February 2326, ~~2025~~2026

GRID DYNAMICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38685	83-0632724
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

~~5000~~6101 ~~Executive~~Bollinger ~~Parkway~~Canyon Road, Suite ~~520~~465

San Ramon, CA 94583

(Address of principal executive offices)

Registrant’s telephone number, including area code: (650) 523-5000

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:

¨	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(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		GDYN		~~The~~ NASDAQ ~~Stock Market LLC~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 5.0203 ~~Departure~~Amendments ofto ~~Directors~~Articles ~~or Certain Officers; Election~~ of ~~Directors;~~Incorporation ~~Appointment~~or ~~of Certain Officers~~Bylaws; ~~Compensatory~~Change ~~Arrangements~~in ofFiscal ~~Certain Officers~~Year.

~~At the 2025 Annual Meeting~~On ofFebruary ~~Stockholders (the “Annual Meeting”) of Grid Dynamics Holdings~~26, ~~Inc.~~ ~~(the “Company”) held on December 23~~2026, ~~2025,~~ the ~~Company’s~~Board ~~stockholders~~of ~~approved~~Directors ~~an amendment~~ (the “~~Plan Amendment~~Board”) of ~~to the~~ Grid Dynamics Holdings, Inc. ~~2020~~ ~~Equity Incentive Plan~~ (the “~~2020 Equity Incentive Plan~~Company”) ~~to increase the number of shares of common stock of the Company~~adopted ~~available for issuance under~~ the ~~2020~~Amended ~~Equity~~and ~~Incentive~~Restated By-Laws, ~~Plan~~which bybecame ~~3,500,000~~effective ~~shares.~~upon ~~Also, as~~adoption. ~~part~~Among ofother ~~the Plan Amendment~~things, the ~~2020~~changes ~~Equity~~effected Incentive Plan was amended so that it no longer permits the repricing, exchange, certain transfers or cash buyout of equity awards without stockholder approval. The Plan Amendment was previously approved by the ~~board~~Amended ofand ~~directors of the Company, subject to stockholder approval.~~Restated By-Laws:

~~The~~· ~~Plan~~Enhance ~~Amendment~~certain ~~became effective~~timing ~~immediately~~and ~~upon~~procedural ~~stockholder~~mechanics ~~approval~~and atdisclosure ~~the~~requirements ~~Annual~~in ~~Meeting.~~connection Awith ~~more~~stockholder ~~complete~~nominations ~~summary~~ of ~~the~~directors ~~terms~~and submissions of ~~the~~proposals ~~Plan~~regarding ~~Amendment~~other isbusiness ~~set forth~~at instockholder ~~“Proposal~~meetings, ~~No. 4~~including –by ~~Approval~~requiring ofadditional ~~Additional~~background ~~Shares~~information ~~under~~and ~~the~~disclosures ~~2020~~regarding ~~Equity~~proposing ~~Incentive~~stockholders, ~~Plan”~~proposed indirector nominees and business, and other persons related to the ~~Company~~stockholder’s ~~definitive~~ ~~proxy~~solicitation ~~statement~~of ~~filed~~proxies; and · Require any stockholder nominees to provide certain background information regarding any voting or compensation arrangements, securities ownership, and potential conflicts of interest, and representations regarding compliance with the ~~Securities~~Company’s policies and ~~Exchange~~guidelines ~~Commission~~and, onif ~~November 10~~elected, ~~2025~~such (nominee’s intent to serve the ~~“Proxy~~entire ~~Statement”)~~term, ~~which~~ ~~description~~as well as agreeing to provide such other information that the Company may require to assess such stockholder nominee’s independence and ~~text~~compliance ~~are~~with ~~incorporated~~applicable ~~herein~~laws, byrules ~~reference~~and regulations.

The ~~above description of the~~Amended ~~Plan~~and ~~Amendment~~Restated ~~does~~By-Laws ~~not~~also ~~purport~~include tocertain betechnical, ~~complete~~conforming, modernizing and isclarifying ~~qualified~~changes, inincluding ~~its~~with ~~entirety~~respect byto ~~the~~conduct at, ~~full~~and ~~text of~~ the ~~Plan~~organization ~~Amendment~~of, ~~set~~meetings ~~forth~~of ~~in Exhibit 10~~stockholders.~~1 and incorporated herein by reference.~~

~~Item~~The foregoing ~~5.07.~~summary ~~Submission~~does ofnot ~~Matters~~purport to abe ~~Vote~~complete and is subject to, and qualified in its entirety, by the full text of ~~Security~~the ~~Holders~~Amended and Restated By-Laws, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Present at the Annual Meeting in person or by proxy were holders of 77,173,014 shares of the Company’s common stock, representing 91.0% of the voting power of the shares of the Company’s common stock outstanding as of November 4, 2025, the record date for the Annual Meeting, and constituting a quorum for the transaction of business. The matters that were voted upon at the Annual Meeting, and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, where applicable, are set forth below.

Proposal 1: Election of Three Class III Directors to Serve Until the 2028 Annual Meeting of Stockholders:

The Company’s stockholders elected the Company’s nominees for Class III directors to serve on the Company’s board of directors until the Company’s 2028 annual meeting of stockholders.

	Votes For		Votes Withheld		Broker Non-Votes
Eric Benhamou		41,520,832		30,812,944		4,839,238
Patrick Nicolet		69,536,832		2,796,944		4,839,238
Weihang Wang		62,985,417		9,348,359		4,839,238

Proposal 2: Ratification of the Appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025:

The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2025.

Votes For				Votes Against				Abstentions				Broker Non-Votes
	76,268,902				734,221				169,891				—

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Proposal 3: Advisory Approval of Named Executive Officer Compensation:

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.

Votes For				Votes Against				Abstentions				Broker Non-Votes
	40,985,429				31,195,019				153,328				4,839,238

Proposal 4: Approval of Additional Shares under the 2020 Equity Incentive Plan:

The Company’s stockholders approved an amendment to the 2020 Equity Incentive Plan to increase the number of shares authorized for issuance under the 2020 Equity Incentive Plan by 3,500,000 shares.

Votes For				Votes Against				Abstentions				Broker Non-Votes
	49,384,373				22,797,606				151,797				4,839,238

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
10.1		Amendment to the Grid Dynamics Holdings, Inc. 2020 Equity Incentive Plan.
3.1		Amended and Restated By-Laws of Grid Dynamics Holdings, Inc., as amended and restated as of February 26, 2026.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

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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: ~~December 23~~February 27, ~~2025~~2026

	GRID DYNAMICS HOLDINGS, INC.

	By:	/s/ Anil Doradla
	Name:	Anil Doradla
	Title:	Chief Financial Officer

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