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What changed in GRID DYNAMICS HOLDINGS, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of GRID DYNAMICS HOLDINGS, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+335 added−297 removedSource: 10-K (2026-03-05) vs 10-K (2025-02-27)

Top changes in GRID DYNAMICS HOLDINGS, INC.'s 2025 10-K

335 paragraphs added · 297 removed · 212 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeThe following table presents our revenues by vertical and revenues as a percentage of total revenues by vertical for the periods indicated: For the year ended December 31, 2024 2023 2022 (in thousands, except % of revenue) Retail $ 113,957 32.5 % $ 102,551 32.8 % $ 99,681 32.1 % Technology, Media and Telecom 95,048 27.1 % 98,830 31.6 % 98,334 31.7 % Finance 60,157 17.2 % 28,842 9.2 % 21,893 7.1 % CPG/Manufacturing 40,468 11.5 % 42,861 13.7 % 61,216 19.7 % Healthcare and Pharma 11,109 3.2 % 13,653 4.4 % 7,711 2.5 % Other 29,832 8.5 % 26,173 8.3 % 21,647 6.9 % Total $ 350,571 100.0 % $ 312,910 100.0 % $ 310,482 100.0 % Delivery Model and Operating Structure Our service delivery model involves using an efficient mix of on-site, off-site and offshore staffing.
Biggest changeThe following table presents our revenues by vertical and revenues as a percentage of total revenues by vertical for the periods indicated: For the year ended December 31, 2025 2024 2023 (in thousands, except percentages of revenues) Retail $ 120,507 29.3 % $ 113,957 32.5 % $ 102,551 32.8 % Technology, Media and Telecom 107,451 26.1 % 95,048 27.1 % 98,830 31.6 % Finance 100,384 24.4 % 60,157 17.2 % 28,842 9.2 % CPG/Manufacturing 43,058 10.5 % 40,468 11.5 % 42,861 13.7 % Healthcare and Pharma 10,183 2.5 % 11,109 3.2 % 13,653 4.4 % Other 30,244 7.2 % 29,832 8.5 % 26,173 8.3 % Total $ 411,827 100.0 % $ 350,571 100.0 % $ 312,910 100.0 % • Retail Retail is a leadership vertical for Grid Dynamics where we serve major retailers and brands with solutions that drive measurable conversion improvements and operational efficiency.
Regulations Due to the industry and geographic diversity of Grid Dynamics’ operations and services, Grid Dynamics’ operations are subject to a variety of laws and regulations in the United States and the foreign jurisdictions in which we operate.
Regulations Due to the industry and geographic diversity of Grid Dynamics’ operations and services, we are subject to a variety of laws and regulations in the United States and the foreign jurisdictions in which we operate.
See Item 1A, “ Risk Factors—Risks Related to Regulations, Legislation and Legal Proceedings. ” Available Information We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, accordingly, file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, with the Securities and Exchange Commission (the “SEC”).
For further information regarding risks related to legal and regulatory compliance can be found in Item 1A, “ Risk Factors—Risks Related to Regulations, Legislation and Legal Proceedings. ” Available Information We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, accordingly, file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, with the Securities and Exchange Commission (the “SEC”).
These agreements generally provide that any confidential or proprietary information disclosed or otherwise made available by Grid Dynamics must be kept confidential. 6 Grid Dynamics customarily enters into non-disclosure agreements with its clients concerning the use of their software systems and platforms. Grid Dynamics’ clients usually own the intellectual property in the software or systems Grid Dynamics develops for them.
These agreements generally provide that any confidential or proprietary information disclosed or otherwise made available by Grid Dynamics must be kept confidential. 8 We customarily enter into non-disclosure agreements with our clients concerning the use of their software systems and platforms. Our clients usually own the intellectual property in the software or systems Grid Dynamics develops for them.
Intellectual Property Protection of intellectual property rights is paramount to Grid Dynamics and its clients. Grid Dynamics relies on a combination of trade secret, patent, copyright, and trademark laws as well as confidentiality procedures and contractual provisions to protect its intellectual property.
Intellectual Property Protection of intellectual property rights is paramount to Grid Dynamics and our clients. We rely on a combination of trade secret, patent, copyright, and trademark laws, as well as confidentiality procedures and contractual provisions to protect our intellectual property and that of our clients.
Grid Dynamics requires its employees, independent contractors, vendors, and clients to enter into written confidentiality agreements upon the commencement of their relationships with Grid Dynamics.
We require employees, independent contractors, vendors, and clients to enter into written confidentiality agreements upon commencement of their relationships with Grid Dynamics.
Grid Dynamics faces competition primarily from: • emerging small to mid-cap digital services companies, such as Globant S.A., Endava plc, and Thoughtworks Holding Inc.; • large global consulting and outsourcing firms, such as Accenture plc, EPAM Systems, Inc., and Capgemini SE; • India-based technology outsourcing IT services providers, such as Cognizant Technology Solutions Corporation, Infosys Technologies, and Wipro; • in-house IT departments of Grid Dynamics’ clients and potential clients.
In addition, companies may choose to build capabilities in-house rather than engage outside providers. 6 We face competition primarily from: • emerging mid-cap digital services companies, such as Globant S.A. and Endava plc.; • large global consulting and outsourcing firms, such as Accenture plc, EPAM Systems, Inc., and Capgemini SE; • India-based technology outsourcing IT services providers, such as Cognizant Technology Solutions Corporation, Infosys Technologies, Tata Consultancy Services Limited and Wipro; • specialized AI and data science consultancies; and • in-house IT departments of our clients and potential clients.
Verticals Grid Dynamics has strong vertical-specific domain knowledge backed by extensive experience.
Grid Dynamics has strong vertical-specific domain knowledge backed by extensive experience. By merging technology with business processes, Grid Dynamics delivers tailored solutions in several key industry verticals.
Grid Dynamics believes that the principal competitive factors in its business include technical expertise and industry knowledge, culture, reputation and track record for high-quality and on-time delivery of work, effective employee recruiting, training and retention, responsiveness to clients’ business needs and financial stability. In addition, companies may prefer to keep business in-house, rather than to outsource it.
Competitive Strengths We believe our principal competitive strengths in our business include deep technical expertise and industry knowledge, a culture of engineering excellence, a reputation and a track record for high-quality delivery, effective employee recruiting and retention, responsiveness to clients’ business needs, and our financial stability.
Grid Dynamics builds teams that are transparently distributed across countries, time zones, and reporting lines. • Partnership with client . Grid Dynamics demands accountability and ownership of a client’s success, whether or not such success is a contractual matter.
Partnership with Clients — we demand accountability and ownership of a client’s success, whether or not such success is a contractual matter, and understanding client goals and the ability to manage such goals across reporting lines are required for any leadership role within Grid Dynamics; 3.
Grid Dynamics and its clients often use open-source software to improve quality and reduce time-to-market. Grid Dynamics works with the compliance departments of its clients to comply with the client’s open-source licensing policies.
Grid Dynamics and our clients often use open-source software to improve quality and reduce time-to-market, and we work closely with our clients' compliance departments to ensure compliance with their open-source licensing agreements and internal policies and maintain rigorous processes for managing open-source dependencies and license obligations.
Given Grid Dynamics’ focus on complex digital transformation programs, technical employee base and the development and continuous improvement in new software technology, Grid Dynamics believes that it is well positioned to compete effectively. Human Capital and Employees People are critical to the success of Grid Dynamics.
Given our focus on complex digital transformation programs, technical employee base, and continuous development in new software technology, we believe Grid Dynamics is a leading provider in the IT services and consulting space.
The majority of Grid Dynamics’ engineering personnel have bachelor’s or advanced degrees in computer science. To attract, retain, and motivate IT professionals, Grid Dynamics seeks to provide an environment and culture that rewards entrepreneurial initiative and performance. In addition, Grid Dynamics offers a challenging work environment, ongoing skills development initiatives, and attractive career advancement and promotion opportunities.
To attract, retain, and motivate IT professionals, we provide an environment and culture that rewards entrepreneurial initiative and performance. We offer challenging work on cutting-edge projects for high-profile Fortune 1000 clients, ongoing skills development initiatives through Grid University and external training programs, attractive career advancement opportunities, and a flexible work environment.
For example, Grid Dynamics accelerated digital transformation in a global shoe manufacturing company by building composable commerce and other digital ecosystem capabilities, replacing a monolithic commerce engine, and speeding time to market with modern and flexible functionality. • Healthcare and Pharma Leading companies leverage our cloud, app modernization, data science, and digital commerce solutions to accelerate drug discovery, product development, and time-to-market, optimize marketing and sales operations, and personalize customer experiences with valuable data insights and automation.
Digital twin technology allows manufacturers to simulate changes before implementing them in physical facilities, reducing cost and risk, and accelerating innovation. • Healthcare and Pharma Leading companies leverage our cloud, app modernization, data science, and digital commerce solutions to accelerate drug discovery, product development, and time-to-market, optimize marketing and sales operations, and personalize customer experiences with valuable data insights and automation. • Other Verticals We also serve clients in other sectors where we believe our AI and engineering capabilities create significant value.
The Company opens its doors to young, promising engineers who are ready for a life-changing career of working on complex projects in big data, machine learning, AI, and other emerging technologies. Each intern works with a mentor who helps them adapt, shares knowledge and supports them in developing the necessary skills.
Each intern works with a mentor who helps them adapt, shares knowledge, and supports development of necessary skills. Our internship program focuses on big data, machine learning, AI, and other emerging technologies, creating a pipeline of engineers who have grown up with AI agents as core tools rather than attempting to retrofit new ways of working onto established practices.
Recruitment and Retention Grid Dynamics hires both for technical skills and cultural fit. The reality of the changing technological landscape demands that our engineering personnel can continuously acquire new proficiencies and skills. Grid Dynamics’ hiring program is driven by demand within current and projected clients.
Recruitment and Retention Grid Dynamics hires for both technical skills and cultural fit, with focus on recruiting exceptional global engineering talent. Our rapidly changing technological landscape demands that engineering personnel continuously acquire new proficiencies and skills. We target top technical talent from leading universities and maintain deep relationships with premier computer science programs worldwide.
Deep knowledge of how new technology, such as cloud, big data, and AI, transforms the way corporations develop their businesses is a prerequisite for leadership roles in Grid Dynamics. • Education . Grid Dynamics believes that technology changes rapidly, and Grid Dynamics' employees must adapt even more rapidly.
Technological Innovation — understanding AI-native transformation and successfully delivering strategic programs are impossible without a strong understanding of emerging technology, and deep knowledge of how cloud, big data, and AI transform the way corporations develop their businesses is a prerequisite for leadership roles; and 4.
Grid Dynamics offers many formal and informal training programs, such as Grid University, an online education platform with thousands of hours of training videos, to ensure that professionals can expand and enhance their capabilities. • Technical Expertise and Scalable Engineering Grid Dynamics believes in great engineering underpinning mission-critical services.
Education — as technology changes rapidly, our employees must adapt even more rapidly, and we offer many formal and informal training programs to ensure that professionals can continuously expand and enhance their capabilities. Grid Dynamics dedicates significant resources to training and development of technical talent.
During each of the years ended December 31, 2024 and 2023, we had one customer that accounted for 16.0% and 14.4% of our revenues, respectively. Grid Dynamics typically enters into a master services agreement with its clients, which provides a framework for services that is then supplemented by statements of work, which specify the particulars of each individual engagement.
These platforms create the foundation for data-driven transformation across the enterprise. Industry-Focused Verticals Grid Dynamics focuses on large enterprises and Fortune 1000 companies. During each of the years ended December 31, 2025 and 2024, we had one customer that accounted for 15.4% and 16.0% of our revenues, respectively.
ITEM 1. BUSINESS Business Overview Grid Dynamics Holdings, Inc. (“Grid Dynamics,” the “Company,” “we,” “us,” or “our”) is a leading provider of technology consulting, platform and product engineering, and advanced analytics services. Fusing technical vision with business acumen, we enable positive business outcomes for enterprise companies undergoing business transformation by solving their most pressing technical challenges.
ITEM 1. BUSINESS Business Overview Grid Dynamics Holdings, Inc. (“Grid Dynamics,” the “Company,” “we,” “us,” or “our”) is an Enterprise Artificial Intelligence (“AI”) transformation partner for the Fortune 1000.
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A key differentiator for Grid Dynamics is our 8+ years of experience and leadership in enterprise artificial intelligence (“AI”), supported by profound expertise and ongoing investment in cloud, data, advanced analytics, and customer experience.
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We combine deep AI expertise with proven enterprise-scale delivery to help clients identify where to invest in AI, deliver systems that work at scale, and capture real business value from AI deployments. The building blocks of AI have always been our foundation — distributed systems, real-time data, machine learning algorithms, and natural language processing.
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Additional market differentiators include: • a culture of engineering excellence, R&D investment, and innovation in groundbreaking technologies before they become ubiquitous; • a co-innovation model with continuous knowledge-sharing throughout delivery that reduces implementation risk and time-to-value, and enables enterprises to build in-house capabilities, retain control of proprietary technology and data, and benefit from the adoption of new technologies; and • a global footprint, and a “Follow-the-Sun” delivery model, bolstered by engineering talent driven by innovation and technical mastery, resulting in transformational business outcomes.
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What has changed is that these capabilities have now converged into Enterprise AI. This technical heritage is matched with business acumen. We solve the most pressing technical challenges and enable positive business outcomes for enterprise companies. A key differentiator is our nearly two decades of technology leadership and pioneering enterprise AI expertise.
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Established in 2006 and headquartered in Silicon Valley, Grid Dynamics partners with clients ranging from innovative start-ups to the largest companies in the world. Grid Dynamics believes the key to its success is a culture encouraging an unwavering “whatever it takes” dedication that puts client success over contract terms, products over projects, and real business results over pure technical innovation.
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This is supported by deep capabilities and ongoing investment in data and machine learning platform engineering, cloud platform and product engineering, Internet of Things (“IoT”) and edge computing, and digital engagement services. Founded in 2006, Grid Dynamics is headquartered in Silicon Valley with offices across the Americas, Europe, and India.
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With our proprietary processes optimized for innovation, emphasis on talent development, and technical expertise, Grid Dynamics is well-positioned for continued success. Grid Dynamics has offices across the U.S., Mexico, Argentina, Jamaica, the U.K., other European countries, and India. During the last four years, Grid Dynamics acquired Mobile Computing S.A. (“Mobile Computing”), JUXT Ltd. (“JUXT”), NextSphere Technologies Inc.
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Industry Background and Grid Dynamics Strategic Differentiators Grid Dynamics serves as the strategic architect and technical expert for Fortune 1000 companies transitioning into AI-driven enterprises. As the industry moves from automating business processes to automating decision-making itself, we provide the specialized engineering required to navigate this shift.
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(“NextSphere”), Mutual Mobile Inc. (“Mutual Mobile”), and Tacit Knowledge Inc. (“Tacit”). These acquisitions diversified our geographical presence, client base, and industry vertical presence. Industry Background and Market Opportunity Digital transformation is a rapidly expanding market that is still in its early stages.
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Enterprises are increasingly moving away from off-the-shelf software toward custom-engineered solutions that leverage proprietary data, specific business processes, and competitive differentiators. This evolution drives significant demand for partners that can deliver AI implementations that work at enterprise scale and provide a measurable return on investment.
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Enterprises strive to compete in the digital world, facing the need to transform to survive attacks from the nimbler and more technologically advanced newcomers. Traditional approaches to managing information technology as a mix of vendor solutions and outsourced services often break down in the face of the imperative to innovate through technology.
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Our market position is defined by several key strategic differentiators: • Preference for AI-Native Partners Over Generalist Consultancies Enterprises increasingly seek partners with deep-rooted AI capabilities rather than general-purpose firms attempting to pivot into the space. Grid Dynamics, as an AI-native firm, is built upon a twenty-year track record of engineering the complex systems that now define Enterprise AI.
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Increasingly, business executives are looking at the use of technology as a competitive advantage rather than a way to cut costs with software-defined capabilities becoming the essence of the business capabilities. The rise of AI signifies a shift from the automation of business processes to the automation of decision-making itself.
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In addition to those investments and training specialized talent, we have gained experience and insights from complex deployments at Fortune 1000 companies. We have developed over 40 pre-built, production-ready solution accelerators across AI, data platforms, and cloud engineering.
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To differentiate, corporations are directing investments toward building new digital products and experiences, instead of buying off-the-shelf software products and entire business underpinning platforms. This drives demand for highly technical software development, creating an opportunity for pure-play platform engineering and software development service providers such as Grid Dynamics.
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This accumulated knowledge — ranging from technical architecture patterns to change management — compresses time-to-value that we believe provides us with a competitive advantage. • Restructuring of the IT Services Workforce The traditional IT services pyramid, which relied on large pools of junior developers, is being fundamentally restructured.
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Sophisticated and scalable software platforms developed and continuously adapted to enterprise needs propelled many of today's most successful companies. Their unique business approaches and ability to move fast in adapting to changing market conditions allowed them to develop strong market positions and maintain defense against competitors. Grid Dynamics is well-placed as a strategic partner of choice for these opportunities.
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Modern AI implementations require the inverse: senior engineers and data scientists who can design sophisticated systems and work alongside AI agents to increase productivity.
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Our focus on the foundation of excellence in platform and software engineering enables the level of collaboration that only a few can offer. Grid Dynamics has offices across Europe, India, and the Americas. As the key drivers of our “Follow-the-Sun” model of engineering excellence, these geographies enable the acceleration of valuable business outcomes for our clients.
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We believe this structural shift provides us with a competitive advantage, as we prioritize experienced senior talent over volume staffing to handle the complexity of production-grade infrastructure. • Engineering Mastery for the Agentic AI Age The emergence of Agentic AI — systems where multiple AI agents collaborate autonomously to complete complex business processes — represents the next enterprise inflection point.
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Our teams and programs are organized and orchestrated for continuous integration, self-sufficiency, and maximum business impact across regions.
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Agentic AI systems must coordinate across workflows, maintain state, handle failures, and operate reliably at scale. Organizations attempting to deploy agentic systems without this foundation encounter the same reliability and scalability challenges associated with distributed enterprise software. Grid Dynamics’ strengths in distributed computing, fault-tolerant design, and high-performance enterprise systems directly address these challenges.
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Another strategic advantage of our “Follow-the-Sun” approach is that these geographies grow technology markets with large talent pools of highly skilled technical talent and cost-efficient scalability due to their large and well-recognized university 1 infrastructures — a valuable asset for fueling our internship programs and attracting top talent.
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The engineering disciplines that enable real-time commerce and mission-critical cloud platforms are essential for production-grade agentic AI. • Rigorous Focus on ROI and Business Outcomes 1 Return on investment (“ROI”) has become a primary decision criterion for AI initiatives. Enterprises are moving past experimentation toward projects that deliver demonstrable value, such as increased revenue, reduced costs, or improved customer satisfaction.
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As we expand our geographical reach, we are also investing in developing a multi-discipline approach to address the challenges facing our clients. This involves developing hybrid team capabilities focused on end-to-end problem-solving. Strategies and Strengths Grid Dynamics’ objective is to become a global leader in enabling digital transformation at Fortune 1000 companies.
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At Grid Dynamics, we tie AI implementations to concrete business outcomes through value measurement frameworks and possess the engineering depth to deliver systems at a global enterprise scale. • Strategic Ecosystem Partnerships Our strategic partnerships with major hyperscale cloud providers and leading platform AI companies are key to our enterprise strategy.
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Grid Dynamics’ strategy to achieve such objective is based on leveraging the following core strengths: • Proprietary Processes Optimized for Innovation Grid Dynamics recognizes the changing dynamics of the IT services space. Increasingly, corporations expect their service providers to participate in and help shape innovation programs.
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These relationships are co-development partnerships that give us and our clients privileged access to emerging capabilities, accelerated innovation cycles, and solutions that leverage best-in-class technologies. Our partnerships facilitate enhanced joint solution development and co-selling opportunities, helping our clients employ and scale AI using the most advanced infrastructure available.
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This leads to the development of next-level capabilities that traditional service models, used by the traditional outsourcing providers, fail to address effectively. Grid Dynamics melds technical consulting, platform and product engineering, and analytics competencies into unified, cross-functional digital teams that are designed to respond and adapt to changes in a client’s business.
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The capabilities from these providers are then integrated, customized, and optimized for each enterprise’s specific needs. • Solving the Production “ Bottleneck ” We believe that the primary obstacle to further widespread AI adoption is not the models themselves, but the surrounding engineering: integration, observability, governance, and cost control.
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The effectiveness of such teams is further increased by close collaboration with a client’s technology and business leadership teams and active inquiry into a client’s business priorities on all levels. • Culture-First Approach to Talent Development The ever-increasing role of digital transformation leads to the emergence of a new kind of business leader who combines a vision of business transformation with a deep understanding of possibilities brought together by modern digital technology.
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Our approach combines strategic advisory services with hands-on engineering to address these realities. By combining deep enterprise context with technical prowess, we help Fortune 1000 companies move from AI pilot programs to industrial-grade execution. Our Approach At Grid Dynamics, our strategic approach combines world-class engineering discipline with a specialized AI-native framework, enabling global enterprises to deploy business-driven solutions at scale.
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Earning the trust of these leaders is one of the pillars of Grid Dynamics’ success. Grid Dynamics selects, trains, and promotes its leadership based on the following cultural principles: • Global integration . Demands of modern businesses transcend cultural and language boundaries.
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We serve as a strategic technology partner, providing the architecture and technical rigor required to transform complex challenges into competitive advantages. • The GAIN Engagement Model Our strategic foundation is the Grid Dynamics AI-Native (“GAIN”) engagement model. This model provides a development framework for software delivery in the AI era, which fundamentally rethinks team composition, engineering workflows, and delivery practices.
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Understanding the goals of Grid Dynamics’ clients and the ability to manage such goals across reporting lines are a must for any leadership role within Grid Dynamics. • Technological innovation . Understanding digital transformation and successfully delivering strategic programs are impossible without a strong understanding of emerging technology.
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The GAIN model represents a shift from effort-based development to AI and human collaboration optimized for global, enterprise-scale delivery, with emphasis on domain specialists, software architects, and experts in emerging technology. This model addresses three critical enterprise challenges: identifying where to invest in AI, delivering systems that work at scale, and capturing business value from AI deployments.
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From its inception, Grid Dynamics has built its engineering DNA with a focus on emerging technologies, leading with AI and generative AI, data engineering, cloud and microservices, DevOps and AIOps, modern front-end technologies, and QA automation.
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We enable AI-powered transformation in several areas including: • Digital labor: Deploying AI agents that augment and automate the workforce. • Enhanced customer experience: Creating customer-facing AI that drives engagement. • New revenue streams: Developing AI-enabled products, services, and capabilities. • Reduced risk: Implementing fraud detection, compliance, quality control, and safety systems. • Co-Creation Strategy We recognize that meaningful innovation requires service providers to help shape, not just execute, innovation programs.
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By making advanced technology accessible to clients through experience and know-how, industry solutions, and accelerators, Grid Dynamics strengthens its position as a strategic technology partner with existing clients and attracts new clients.
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Grid Dynamics utilizes a co-creation model that integrates our senior-weighted engineering talent directly into client teams. This approach involves working side-by-side in technical, project, and program management, ensuring continuous knowledge transfer.
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Services In today’s engineering and IT services market, customers are increasingly looking for service providers that can be co-innovation partners rather than an implementation agency or a cost-saving measure.
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As projects progress, clients gain the internal expertise to manage new skills and roles, supported by our digital transformation blueprints and industry accelerators. • Accountability Through Value Measurement Our approach anchors engagements to tangible business results rather than just resource allocation. Our Value Measurement Framework utilizes dashboards to provide stakeholders with clarity through integrated KPIs, progress updates, and satisfaction reviews.
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Grid Dynamics addresses this need by focusing on four high-value, high-impact service areas: • Cloud Platform and Product Engineering Our Cloud Platform and Product Engineering practice provides innovative services that enable businesses to harness the power of cloud computing and modern application development methodologies.
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This customer-focused methodology helps ensure predictable quality, speed, and cost from initial concept to full-scale enterprise deployment. • Strategic Ecosystem and Global Scale 2 Our technological expertise is enhanced by a senior-weighted workforce focused on Fortune 1000 companies and a comprehensive partnership ecosystem.
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We specialize in architecting, designing, 2 and building scalable, secure, and resilient cloud-based platforms and business applications that power digital transformation and business agility. Our expertise in platform engineering, cloud migration and modernization, DevTestSecOps, microservices, and serverless architecture helps organizations generate more revenue, reduce costs, improve time to value, and enhance performance.
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Collaboration with hyperscalers, including Google Cloud, AWS, Microsoft Azure, and AI leaders like NVIDIA and Temporal Technologies, creates a flywheel effect that accelerates sales cycles and enables differentiated solutions. These partnerships contributed over 19% of our revenue in the year ended December 31, 2025.
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By leveraging our services, customers can partner with Grid Dynamics to drive focus on innovation and growth using the latest advancements in platform engineering and product development. • AI/ Machine Learning and Data Platform Engineering Our AI/Machine Learning and Data Platform Engineering practice offers specialized services that empower businesses to unlock the full potential of their structured and unstructured data.
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With a global delivery model, we provide continuous development with U.S.-based leadership while optimizing for both quality and cost efficiency. Our strategic acquisitions of JUXT Ltd. (“JUXT”) in the United Kingdom and Mobile Computing S.A. (“Mobile Computing”) in Argentina in 2024 further strengthened our market position and expanded our addressable opportunities across Europe and the Americas.
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Our team of experts builds robust, scalable platforms that facilitate batch and streaming data ingestion, quality, governance, orchestration, semantic modeling, observability, and analysis at scale.
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Services and Solutions Grid Dynamics delivers comprehensive services across the full spectrum of digital transformation. We focus on areas where AI, data, and cloud technologies create the most value.
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By applying advanced artificial intelligence, machine learning algorithms, and analytics, we help companies derive actionable insights, predict trends, accelerate operations, and make data-driven decisions in the areas of pricing, promotions, customer experience, risk management, and supply chain that drive competitive advantage.
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Our services are organized around client business outcomes rather than technical silos, ensuring our solutions address strategic priorities. • Artificial Intelligence Services Our AI services help enterprises move from experimentation to measurable impact through a four-stage process: prepare for AI readiness, identify high-value use cases, deliver robust infrastructure, and scale across the enterprise. • AI-Readiness: We establish the foundation for successful AI adoption through strategy consulting, data modernization, rapid and deployment-ready prototyping, and Software Development Lifecycle (“SDLC”) transformation, helping enterprises break the cycle of pilot programs that never reach deployment. • Identify AI Use Cases: We deploy AI across customer-facing, operational, and knowledge management scenarios.
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Our approach to data engineering and advanced analytics ensures that our customers have a solid technology foundation to support their evolving data needs and democratize it across the enterprise — enabling them to leverage their data assets for maximum impact. • Digital Engagement Our Digital Engagement practice focuses on creating meaningful interactions between businesses and their customers through all digital channels.
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Applications span intelligent customer interactions that reduce costs while improving satisfaction, predictive AI for demand forecasting and operational optimization, autonomous workflows that complete complex multi-step processes without human intervention, knowledge systems that surface institutional expertise on demand, and generative capabilities that accelerate content creation, visual design, and document processing.
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We design and implement digital ecosystems that enhance customer experiences, foster brand loyalty, and drive business growth. Our expertise in digital commerce, user experience design and mobile application engineering, computer vision, deep learning, neural search, generative AI, and large language models, enables organizations to engage with their audience more effectively across multiple touchpoints.
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Each implementation targets specific revenue, efficiency, or experience outcomes across industries. • Robust AI Infrastructure: We deliver platforms that industrialize AI at scale.
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We co-innovate with clients and prioritize customer-centric approaches to design, build, and deploy engaging digital presences that resonate with their target audiences — increasing satisfaction and revenue.
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This includes agentic systems that autonomously execute business processes, orchestration layers that coordinate multiple AI models and workflows, production-grade management of large language models, unified semantic foundations for enterprise data, and AI-native development approaches throughout the software lifecycle.
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We partner with leading vendors in MACH and Composable Commerce to drive the highest return on investment for our clients. • Supply Chain, IoT, and Advanced Manufacturing Our Supply Chain, Internet of Things (“IoT”), and Advanced Manufacturing practice focuses on transforming traditional operations into smart, connected ecosystems.
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These capabilities enable enterprises to deploy AI with security, governance, and reliability. • Enterprise AI Scale: We help enterprises gain enterprise-wide efficiency with deployment expertise gained from implementations across diverse industries and use cases.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe price of our common stock may fluctuate due to a variety of factors, including: • our ability to effectively service any current and future outstanding debt obligations; • the announcement of the introduction of new products or services, or enhancements thereto, by us or our competitors; • developments concerning intellectual property rights; • changes in legal, regulatory and enforcement frameworks impacting our products and services; • variations in our and our competitors’ results of operations; 29 • the hiring or departure of key personnel; • announcements by us or our competitors of acquisitions, investments or strategic alliances; • actual or perceived cybersecurity incidents or breaches; • actual or anticipated fluctuations in our quarterly and annual results and those of our competitors; • the failure of securities analysts to publish research about us, or shortfalls in our results of operations compared to levels forecast by securities analysts; • any delisting of our common stock from Nasdaq due to any failure to meet listing requirements; • policy changes, geopolitical instability and military actions in countries in which we operate or in which our employees are located that impact our operations or industry; • adverse developments from litigation; • the general state of the securities market, including valuation adjustments and lowering multiples; and • the military action launched by Russian forces in Ukraine, the actions that have been and could be taken by other countries, including new and stricter sanctions and actions taken in response to such sanctions, and the effect of these developments on our business and results of operations.
Biggest changeThe price of our common stock may fluctuate due to a variety of factors, including: • the announcement of the introduction of new products or services, or enhancements thereto, by us or our competitors; • the rapid, and even accelerating, changes in technologies, methodologies and industry standards, whether due to AI or otherwise, which may result in significantly decreased demand for our services, and our ability to adapt to such changes; • evolving consumer, investor and market perceptions regarding the ubiquity and capabilities of commercial AI technologies, which may lead to significant uncertainty about the continued demand for our services and the future of our industry; • developments concerning intellectual property rights; • changes in legal, regulatory and enforcement frameworks impacting our products and services; • variations in our and our competitors’ results of operations; • the hiring or departure of key personnel; • announcements by us or our competitors of acquisitions, investments or strategic alliances; • actual or perceived cybersecurity incidents or breaches; • actual or anticipated fluctuations in our quarterly and annual results and those of our competitors; • the failure of securities analysts to publish research about us, or shortfalls in our results of operations compared to levels forecast by securities analysts; • any delisting of our common stock from Nasdaq due to any failure to meet listing requirements; • policy changes, geopolitical instability and military actions in countries in which we operate or in which our employees are located that impact our operations or industry; • adverse developments from litigation; • our ability to effectively service any current and future outstanding debt obligations; • the general state of the securities market, including valuation adjustments and lowering multiples; and 32 • the military action launched by Russian forces in Ukraine, the actions that have been and could be taken by other countries, including new and stricter sanctions and actions taken in response to such sanctions, and the effect of these developments on our business and results of operations.
Global mobility of employees may potentially create additional tax liabilities for us in different jurisdictions. In performing services to clients, our employees have been and may be required to travel to various locations.
Global mobility of employees may potentially create additional tax liabilities for us in different jurisdictions. In performing services for clients, our employees have been and may be required to travel to various locations.
Among other things, our certificate of incorporation and bylaws include provisions regarding: • a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors; • the ability of our board of directors to issue shares of preferred stock, including “blank check” preferred stock, and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; • the limitation of the liability of, and the indemnification of our directors and officers; • the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors; • the requirement that directors may only be removed from our board of directors for cause; • a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of stockholders and could delay the ability of stockholders to force consideration of a stockholder proposal or to take action, including the removal of directors; • the requirement that a special meeting of stockholders may be called only by our board of directors, the chairman of our board of directors, or our chief executive officer, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors; • controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings; • the requirement for the affirmative vote of holders of at least a majority of the voting power of all of the then-outstanding shares of the voting stock, voting together as a single class, to amend, alter, change or repeal any provision of our certificate of incorporation or our bylaws, which could delay changes in our board of directors and also may inhibit the ability of an acquirer to affect such amendments to facilitate an unsolicited takeover attempt; • the ability of our board of directors to amend the bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and • advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our board of directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our Company.
Among other things, our certificate of incorporation and bylaws include provisions regarding: • a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors; • the ability of our board of directors to issue shares of preferred stock, including “blank check” preferred stock, and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; • the limitation of the liability of, and the indemnification of our directors and officers; • the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors; 33 • the requirement that directors may only be removed from our board of directors for cause; • a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of stockholders and could delay the ability of stockholders to force consideration of a stockholder proposal or to take action, including the removal of directors; • the requirement that a special meeting of stockholders may be called only by our board of directors, the chairman of our board of directors, or our chief executive officer, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors; • controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings; • the requirement for the affirmative vote of holders of at least a majority of the voting power of all of the then-outstanding shares of the voting stock, voting together as a single class, to amend, alter, change or repeal any provision of our certificate of incorporation or our bylaws, which could delay changes in our board of directors and also may inhibit the ability of an acquirer to affect such amendments to facilitate an unsolicited takeover attempt; • the ability of our board of directors to amend the bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and • advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our board of directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our Company.
Our operating results or financial condition may be adversely impacted by claims or liabilities that we assume from an acquired company or technology or other claims or liabilities otherwise related to an acquisition, including, among others, claims from governmental and regulatory agencies or bodies, terminated employees, current or former customers, current or former stockholders or other third parties, or arising from contingent payments related to the acquisition; pre-existing contractual relationships that we assume from an acquired company that we would not have otherwise entered into, the termination or modification of which may be costly or disruptive to our business; unfavorable revenue recognition or other accounting 13 treatment as a result of an acquired company’s practices; and intellectual property claims or disputes.
Our operating results or financial condition may be adversely impacted by claims or liabilities that we assume from an acquired company or technology or other claims or liabilities otherwise related to an acquisition, including, among others, claims from governmental and regulatory agencies or bodies, terminated employees, current or former customers, current or former stockholders or other third parties, or arising from contingent payments related to the acquisition; pre-existing contractual relationships that we assume from an acquired company that we would not have otherwise entered into, the termination or modification of which may be costly or disruptive to our business; unfavorable revenue recognition or other accounting treatment as a result of an acquired company’s practices; and intellectual property claims or disputes.
Despite our implementation of security measures and protocols, which we believe to be reasonable, our information technology systems and infrastructure, or those on which we rely, may be vulnerable to attacks and disruptions by hackers or other third parties, the introduction of ransomware or other malicious code, or otherwise may be breached or subject to security incidents or compromises due to human error, denial of service incidents, phishing attacks, social engineering, insider threats, zero-day vulnerabilities, malfeasance or other disruptions.
Despite our implementation of security measures and protocols that we believe to be reasonable, our information technology systems and infrastructure, or those on which we rely, may be vulnerable to attacks and disruptions by hackers or other third parties, the introduction of ransomware or other malicious code, or otherwise may be breached or subject to security incidents or compromises due to human error, denial of service incidents, phishing attacks, social engineering, insider threats, zero-day vulnerabilities, malfeasance or other disruptions.
We may also face a number of challenges managing larger and more complex projects, including: • maintaining high quality control and process execution standards; • maintaining planned resource utilization rates on a consistent basis; • using an efficient mix of on-site, off-site and offshore staffing; • maintaining productivity levels; • implementing necessary process improvements; • recruiting and retaining sufficient numbers of highly skilled IT personnel; and • controlling costs.
We may also face a number of challenges managing larger and more complex projects, including: • maintaining high quality control and process execution standards; • maintaining planned resource utilization rates on a consistent basis; 21 • using an efficient mix of on-site, off-site and offshore staffing; • maintaining productivity levels; • implementing necessary process improvements; • recruiting and retaining sufficient numbers of highly skilled IT personnel; and • controlling costs.
Any failure to increase 10 our revenue sufficiently to keep pace with our investments and other expenses could prevent us from achieving and maintaining profitability or positive cash flow on a consistent basis. If we are unable to successfully address these risks and challenges as we encounter them, our business, results of operations and financial condition would be adversely affected.
Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from achieving and maintaining profitability or positive cash flow on a consistent basis. If we are unable to successfully address these risks and challenges as we encounter them, our business, results of operations and financial condition would be adversely affected.
See Item 7A “ Quantitative and Qualitative Disclosures about Market Risk—Foreign Currency Exchange Rate Risk ” in this Annual Report on Form 10-K for more information about our exposure to foreign currency exchange rates. 25 Failure to collect receivables from, or bill for unbilled services to, clients may have a material adverse effect on our results of operations and cash flows.
See Item 7A “ Quantitative and Qualitative Disclosures about Market Risk—Foreign Currency Exchange Rate Risk ” in this Annual Report on Form 10-K for more information about our exposure to foreign currency exchange rates. Failure to collect receivables from, or bill for unbilled services to, clients may have a material adverse effect on our results of operations and cash flows.
Risks Related to Our Acquisition Strategy Acquisitions could be difficult to identify and integrate, divert the attention of management, disrupt our business, dilute stockholder value and adversely affect our financial condition and results of operations, we may not achieve the financial and strategic goals that were contemplated at the time of a transaction, and we may be exposed to claims, liabilities and disputes as a result of the transaction that may adversely impact our business, operating results and financial condition.
Risks Related to Our Acquisition Strategy Acquisitions could be difficult to identify, and could divert the attention of management, disrupt our business, dilute stockholder value and adversely affect our financial condition and results of operations, we may not achieve the financial and strategic goals that were contemplated at the time of a transaction, and we may be exposed to claims, liabilities and disputes as a result of the transaction that may adversely impact our business, operating results and financial condition.
A tax authority may take the position that material income tax liabilities, interest and penalties are payable by us, where there has been a technical violation of contradictory laws and regulations that are relatively new and have not been subject to extensive review or interpretation, in which case we expect that we might contest such assessment.
A tax authority may take the position that material income tax liabilities, interest and penalties are payable by us, where there has been a technical violation of contradictory laws and regulations that are relatively new and have not been subject to 27 extensive review or interpretation, in which case we expect that we might contest such assessment.
The impact to Ukraine as well as actions taken by other countries, including new and stricter sanctions imposed by the United 11 States, European Union, the United Kingdom, Canada and other countries against officials, individuals, regions, and industries in Russia and Ukraine, and actions taken by Russia in response to such sanctions, and each country’s potential response to such sanctions, tensions, and military actions could have a material adverse effect on our operations.
The impact to Ukraine as well as actions taken by other countries, including new and stricter sanctions imposed by the United States, European Union, the United Kingdom, Canada and other countries against officials, individuals, regions, and industries in Russia, and actions taken by Russia in response to such sanctions, and each country’s potential response to such sanctions, tensions, and military actions could have a material adverse effect on our operations.
Some of the additional risks associated with acquiring a business include, but are not limited to: • inability to integrate or benefit from acquired technologies or services; • product synergies, cost reductions, increases in revenue and economies of scale may not materialize as expected; • the business culture of the acquired entity may not match well with our culture; • unforeseen delays, unanticipated costs and liabilities may arise when integrating operations, processes and systems in geographies where we have not conducted business; • unanticipated costs or liabilities associated with the strategic transactions and incurrence of transaction-related costs; • assumption of the existing obligations or unforeseen liabilities of the acquired business; • difficulty integrating the accounting systems, security infrastructure, operations and personnel of the acquired business; • difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business; • difficulty converting the current and prospective customers of the acquired business onto our platform and contract terms, including disparities in the revenue, licensing, support or professional services model of the acquired company; • diversion of management’s attention from other business concerns; • adverse effects to our existing business relationships with business partners and customers as a result of the strategic transactions; • unexpected costs may arise due to unforeseen changes in tax, payroll, pension, labor, trade, environmental and safety policies in new jurisdictions where the acquired entity operates; • difficulty in retaining, motivating and integrating key management and other employees of the acquired business; • use of resources that are needed in other parts of our business; • dispute over contingent payments; and • use of substantial portions of our available cash to consummate the strategic transaction.
Some of the additional risks associated with acquiring a business include, but are not limited to: • inability to integrate or benefit from acquired technologies or services; • product synergies, cost reductions, increases in revenue and economies of scale may not materialize as expected; • the business culture of the acquired entity may not match well with our culture; • unforeseen delays, unanticipated costs and liabilities may arise when integrating operations, processes and systems in geographies where we have not conducted business; • unanticipated costs or liabilities associated with the strategic transactions and incurrence of transaction-related costs; • assumption of the existing obligations or unforeseen liabilities of the acquired business; • difficulty integrating the accounting systems, security infrastructure, operations and personnel of the acquired business; • difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business; • difficulty converting the current and prospective customers of the acquired business onto our platform and contract terms, including disparities in the revenue, licensing, support or professional services model of the acquired company; • diversion of management’s attention from other business concerns; • adverse effects to our existing business relationships with business partners and customers as a result of the strategic transactions; • unexpected costs may arise due to unforeseen changes in tax, payroll, pension, labor, trade, environmental and safety policies in new jurisdictions where the acquired entity operates; • difficulty in retaining, motivating and integrating key management and other employees of the acquired business; • use of resources that are needed in other parts of our business; • dispute over contingent payments; and • use of substantial portions of our available cash to consummate the strategic transaction. 18 We may not realize the expected benefits from a strategic transaction.
We may incur losses, even significant, in the future for a number of reasons, including, unforeseen and high levels of operating expenses, expansion into higher-cost geographies, and increased personnel costs due to wage inflation, or otherwise. We anticipate that our operating expenses will increase in the foreseeable future as we invest in our business for growth.
We may incur losses, even significant, in the future for a number of reasons, including, unforeseen and high levels of operating expenses, expansion into higher-cost geographies, and increased personnel costs due to wage inflation, or otherwise. 12 We anticipate that our operating expenses will increase in the foreseeable future as we invest in our business for growth.
We cannot fully predict the impact of these laws on our business or operations, but developments regarding these and other privacy and data protection laws and regulations around the world may require us to modify our data collection and processing practices and policies and to incur substantial additional costs and expenses in an effort to maintain compliance on an ongoing basis.
We cannot fully predict the impact of these laws on our business or operations, but developments regarding these and other privacy and data protection laws and regulations around the world may require us to modify our data collection and processing practices and policies and to incur substantial additional costs and expenses in an effort to maintain ongoing compliance.
If clients’ demand for our services declines as a result of economic conditions, market factors, shifts in the technology industry, competition or otherwise, our business, financial condition and results of operations would be adversely affected. Our stock performance is highly dependent on our ability to successfully execute and grow the business.
If clients’ demand for our services declines as a result of economic conditions, market factors, shifts in the technology industry, competition or otherwise, our business, financial condition and results of operations would be adversely affected. 11 Our stock performance is highly dependent on our ability to successfully execute and grow the business.
Additionally we hold cash deposits in countries where the banking sector remains periodically unstable, banking and other financial systems generally do not meet the banking standards of more developed markets, and bank deposits made by corporate entities are not insured. Such countries in addition to Ukraine include Argentina, Armenia, Moldova, Serbia and Mexico.
Additionally we hold cash deposits in countries where the banking sector remains periodically unstable, banking and other financial systems generally do not meet the banking standards of more developed markets, and bank deposits made by corporate entities are not insured. Such countries in addition to Ukraine include Argentina, Armenia, Moldova, Romania, Serbia and Mexico.
Further, a federal government shutdown resulting from failing to pass budget appropriations, adopt continuing funding resolutions, or raise the debt ceiling, and other budgetary decisions limiting or delaying deferral government spending, may negatively impact U.S. or global economic conditions, including corporate and consumer spending, and liquidity of capital markets.
Further, a federal government shutdown resulting from failing to pass budget appropriations, adopt continuing funding resolutions, or raise the debt ceiling, and other budgetary decisions limiting or deferral government spending, may negatively impact U.S. or global economic conditions, including corporate and consumer spending, and liquidity of capital markets.
Any intellectual property claims or litigation, whether or not we ultimately win or lose, could damage our reputation and materially adversely affect our business, financial condition and results of operations. 28 Our use of open source software, and our failure to comply with the terms of the underlying open source software licenses could negatively affect sales and create potential liability.
Any intellectual property claims or litigation, whether or not we ultimately win or lose, could damage our reputation and materially adversely affect our business, financial condition and results of operations. Our use of open source software, and our failure to comply with the terms of the underlying open source software licenses could negatively affect sales and create potential liability.
Any provision of our certificate of incorporation, bylaws or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock. 31 ITEM 1B.
Any provision of our certificate of incorporation, bylaws or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock. ITEM 1B.
Geopolitical destabilization could continue to impact global currency exchange rates, commodity prices, trade and movement of resources, which may adversely affect the technology spending of our clients and potential clients. Changes by the new U.S. administration to fiscal, political, regulatory and other policies may adversely affect our business, financial condition and results of operations.
Geopolitical destabilization could continue to impact global currency exchange rates, commodity prices, trade and movement of resources, which may adversely affect the technology spending of our clients and potential clients. Changes by the U.S. administration to fiscal, political, regulatory and other policies may adversely affect our business, financial condition and results of operations.
Such estimates and pricing structures used by us for our contracts are highly dependent on internal forecasts, assumptions and predictions about our projects, the marketplace, global economic conditions (including foreign exchange volatility) and the coordination of operations and personnel in multiple locations with different skill sets and competencies.
Such estimates and pricing structures used by us for our contracts are highly dependent on internal forecasts, assumptions and predictions about our projects, the marketplace, global economic conditions (including foreign exchange rate volatility) and the coordination of operations and personnel in multiple locations with different skill sets and competencies.
Further, as 14 a result of a completed acquisition, purchase accounting, and integration of the acquired business, we may be required to take write-offs or write-downs, restructuring and impairment or other charges that could negatively affect our business, assets, liabilities, prospects, outlook, financial condition and results of operations.
Further, as a result of a completed acquisition, purchase accounting, and integration of the acquired business, we may be required to take write-offs or write-downs, restructuring and impairment or other charges that could negatively affect our business, assets, liabilities, prospects, outlook, financial condition and results of operations.
These exclusive forum provisions may discourage a stockholder from seeking judicial relief and limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees. The price of our common stock may be volatile.
These exclusive forum provisions may discourage a stockholder from seeking judicial relief and limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees. The price of our common stock continues to be volatile.
Any policies, laws and regulations which are adopted in the jurisdictions in which we operate could result in a deterioration of investment sentiment, political and economic uncertainty, and increased costs for our business, which may in turn have a material adverse effect on our business, financial condition, liquidity and results of operations.
Any policies, laws and regulations that are adopted in the jurisdictions in which we operate could result in a deterioration of investment sentiment, political and economic uncertainty, and increased costs for our business, which may in turn have a material adverse effect on our business, financial condition, liquidity and results of operations.
Further, actions implemented by governments in response to any geopolitical instability, such as sanctions, tariffs, trade embargos or otherwise, could impact our ability to deliver services, execute our operational strategy and have an adverse impact on our results of operations.
Further, actions implemented by governments in response to 13 any geopolitical instability, such as sanctions, tariffs, trade embargos or otherwise, could impact our ability to deliver services, execute our operational strategy and have an adverse impact on our results of operations.
The ability of our clients to terminate agreements makes our future revenues uncertain. We may not be able to replace any client that elects to terminate or not renew its contract with us, which could materially adversely affect our revenues and our results of operations.
The ability of our clients to terminate 20 agreements makes our future revenues uncertain. We may not be able to replace any client that elects to terminate or not renew its contract with us, which could materially adversely affect our revenues and our results of operations.
Our revenues have historically been highly dependent on a limited number of clients and industries, and any decrease in demand for outsourced services by these clients or in these industries may reduce our revenues and adversely affect our business, financial condition and results of operations. Our revenues have historically been highly dependent on a limited number of clients.
Our revenues have historically been highly dependent on a limited number of clients and industries, and accordingly any decrease in demand for outsourced services by these clients or in these industries may reduce our revenues and adversely affect our business, financial condition and results of operations. Our revenues have historically been highly dependent on a limited number of clients.
However, 19 we do not insure for all risks in our operations and if any claims for injury are brought against us, or if we experience any business disruption, litigation or natural disaster, we might incur substantial costs and diversion of resources.
However, we do not insure for all risks in our operations and if any claims for injury are brought against us, or if we experience any business disruption, litigation or natural disaster, we might incur substantial costs and diversion of resources.
For example, measures aimed at limiting or restricting outsourcing by U.S. companies are periodically considered in Congress and in numerous state legislatures to address concerns over the perceived 20 association between offshore outsourcing and the loss of jobs in the U.S.
For example, measures aimed at limiting or restricting outsourcing by U.S. companies are periodically considered in Congress and in numerous state legislatures to address concerns over the perceived association between offshore outsourcing and the loss of jobs in the U.S.
These claims may require us to initiate or defend protracted and costly litigation on behalf of our clients, regardless of the merits of these claims and are often not subject to liability limits or exclusion of consequential, indirect or punitive damages.
These claims may require us to initiate or defend protracted and costly litigation on behalf of our clients, regardless of the merits of these claims and are 30 often not subject to liability limits or exclusion of consequential, indirect or punitive damages.
Failure to manage growth effectively could have a material adverse effect on the quality of the execution of our 9 engagements, and our ability to attract and retain IT professionals, as well as on our business, financial condition and results of operations.
Failure to manage growth effectively could have a material adverse effect on the quality of the execution of our engagements, and our ability to attract and retain IT professionals, as well as on our business, financial condition and results of operations.
We may be unable to effectively manage our growth or achieve anticipated growth, particularly as we expand into new geographies, which could place significant strain on our management personnel, systems and resources.
We may be unable to effectively manage our growth or achieve anticipated growth, particularly as we expand into new geographies and industries, which could place significant strain on our management personnel, systems and resources.
The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not the acquisition purchases are completed.
The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions, 17 whether or not the acquisition purchases are completed.
In addition, if our professionals make errors in the course of delivering services to our clients or fail to consistently meet the service requirements of a client, these 17 errors or failures could disrupt the client’s business.
In addition, if our professionals make errors in the course of delivering services to our clients or fail to consistently meet the service requirements of a client, these errors or failures could disrupt the client’s business.
Uncertainty in the legal regulatory regime relating to AI, may require significant resources to modify and maintain business practices to comply with U.S. and non-U.S. laws, including to implement policies and procedures to balance the benefits of such technologies against potential harms to consumers, the extent and nature of which cannot be determined at this time.
Uncertainty in the regulatory regime relating to AI may require significant resources to modify and maintain business 22 practices to comply with U.S. and non-U.S. laws, including to implement policies and procedures to balance the benefits of such technologies against potential harms to consumers, the extent and nature of which cannot be determined at this time.
Our cash is held with high-quality financial institutions. Deposits held with banks may, at times, exceed the amount of insurance provided on such deposits.
Our cash is held with high-quality 28 financial institutions. Deposits held with banks may, at times, exceed the amount of insurance provided on such deposits.
We can also neither guarantee that we have taken all necessary steps to enforce our intellectual property rights in each jurisdiction in which we operate nor that the intellectual property laws of any jurisdiction in which we operate are adequate to protect our interest or that any favorable judgment obtained by us with respect thereto will be enforced in the courts.
We can also neither guarantee that we have taken all necessary steps to enforce our intellectual property rights in each jurisdiction in which we operate nor that the intellectual property laws of any jurisdiction in which we operate are adequate to protect our interests or that any favorable judgment obtained by us with respect thereto will be enforced in the courts.
While many Fortune 1000 enterprises, including our clients, have been willing to devote significant resources to incorporate emerging technologies and related market trends into their business models, they may not continue to spend any significant portion of their budgets on services like those provided by us.
While many Fortune 1000 enterprises, including our clients, have been willing to devote significant resources to incorporate AI and other emerging technologies and related market trends into their business models, they may not continue to spend any significant portion of their budgets on services like those provided by us.
Delays in or the unavailability of visas and work permits could have a material adverse effect on our business, results of operations, financial condition and cash flows. Our global business, especially in CIS and CEE countries, exposes us to significant legal, economic, tax and political risks.
Delays in or the unavailability of visas and work permits could have a material adverse effect on our business, results of operations, financial condition and cash flows. Our global business, especially in CIS, CEE and Latin American countries, exposes us to significant legal, economic, tax and political risks.
Social and ethical issues relating to the use of AI in our offerings may result in reputational harm or liability.
Social and ethical issues relating to the extensive use of AI in our offerings may result in reputational harm or liability.
Our operations have been, and could be, affected by general economic and market conditions, including, among others, inflation rate fluctuations, interest rates, tax rates, economic downturns and uncertainty, market volatility, fluctuations in consumer spending, political instability, changes in laws and global trade policies, tariffs and sanctions.
Our operations have been, and could be, affected by general economic and market conditions, including, among others, inflation rate fluctuations, currency exchange rates, interest rates, tax rates, economic downturns and uncertainty, market volatility, fluctuations in consumer spending, political instability, changes in laws and global trade policies, tariffs and sanctions.
Furthermore, any errors or defects in or failures of third- 16 party software, hardware or SaaS applications could result in errors or defects in or failures of our services and solutions, which could be costly to correct and have an adverse effect on our reputation, financial condition and results of operations.
Any errors or defects in or failures of third-party software, hardware or SaaS applications could result in errors or defects in or failures of our services and solutions, which could be costly to correct and have an adverse effect on our reputation, financial condition and results of operations.
The occurrence of any such event may have a material adverse effect on our business, financial condition and results of operations. We have recently acquired and expanded operations in Argentina and the United Kingdom, in addition to our expanded operations in India and Mexico, among others.
The occurrence of any such event may have a material adverse effect on our business, financial condition and results of operations. In 2024, we acquired and expanded operations in Argentina and the United Kingdom, in addition to our expanded operations in India and Mexico, among others.
Development and introduction of new services and products, including generative AI, is expected to become increasingly complex and expensive, involve a significant commitment of time and resources, and are subject to a number of risks challenges, and/or associated costs, including with respect to: • updating services, applications, tools and software and developing new services quickly enough to meet clients’ needs; • making software features work effectively and securely over the internet or with new or changed operating systems; • updating software and services to keep pace with evolving industry standards, methodologies, regulatory and other developments in the industries where our clients operate; and • maintaining a high level of quality and reliability as we implement new technologies and methodologies.
Development and introduction of new services and products, including generative and agentic AI, are increasingly complex and expensive, involve a significant commitment of time and resources, and are subject to a number of risks challenges, and/or associated costs, including with respect to: • updating services, applications, tools and software and developing new services quickly enough to meet clients’ needs; • making software features work effectively and securely over the internet or with new or changed operating systems; 15 • updating software and services to keep pace with evolving industry standards, methodologies, regulatory and other developments in the industries where our clients operate; and • maintaining a high level of quality and reliability as we implement new technologies and methodologies.
Risks Related to Our Common Stock • Our bylaws limit the forum in which stockholders may bring a suit for substantially all disputes between us and our stockholder. • The price of our common stock may be volatile.
Risks Related to Our Common Stock • Our bylaws limit the forum in which stockholders may bring a suit for substantially all disputes between us and our stockholders. • The price of our common stock may continue to be volatile.
The banking and other financial systems in certain CIS and CEE countries where we operate remain subject to periodic instability and generally do not meet the banking standards of more developed markets.
The banking and other financial systems in certain CIS, CEE, and Latin American countries where we operate remain subject to periodic instability and generally do not meet the banking standards of more developed markets.
Any resulting breach, incident or disruption could compromise the availability or integrity of our data centers, networks and other equipment and the sensitive, confidential, proprietary, and other business information stored or processed there could be accessed, disclosed, altered, misappropriated, lost, stolen, rendered unavailable, or otherwise processed without authorization.
Any resulting breach, incident or disruption could compromise the availability or integrity of our data centers, networks and other equipment and the sensitive, confidential, proprietary, and other business information stored or processed thereby or thereon could be accessed, disclosed, altered, misappropriated, lost, stolen, rendered unavailable, or otherwise processed without authorization.
We may experience additional costs or other operational challenges (e.g., contract renegotiation) associated with our efforts to comply with these new requirements relating to cross-border data transfers from the EEA, Switzerland, or the United Kingdom to the U.S., or otherwise to comply with GDPR.
We may experience additional costs or other operational challenges (e.g., contract renegotiation) associated with our efforts to comply with these requirements relating to cross-border data transfers from the EEA, Switzerland, or the United Kingdom to the U.S., or otherwise to comply with GDPR and UK GDPR.
Foreign Corrupt Practices Act of 1977 (the “FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the United Kingdom Bribery Act 2010, as well as other anti-bribery, anti-corruption laws and anti-money laundering laws in countries where we conduct our activities.
We are subject to the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the United Kingdom Bribery Act 2010, as well as other anti-bribery, anti-corruption laws and anti-money laundering laws in countries where we conduct our activities.
Additionally, the United Kingdom has enacted legislation that substantially implements the GDPR, including similar penalties, and has issued UK-specific standard contractual clauses.
Additionally, the United Kingdom has enacted legislation that substantially implements the GDPR (“UK GDPR”), including similar penalties, and has issued UK-specific standard contractual clauses.
Regulatory issues relating to the use of AI may adversely affect our business, financial condition, and results of operations. As with many technological innovations, artificial intelligence presents risks and challenges that could affect its adoption, and therefore our business.
Regulatory issues relating to the development and use of AI may adversely affect our business, financial condition, and results of operations. As with many technological innovations, AI presents risks and challenges that could affect its adoption, and therefore our business.
Risks Related to Regulations, Legislation and Legal Proceedings • We are exposed to various risks related to the global regulatory environment as well as legal proceedings, claims and the like. • Our global business, especially in Commonwealth of Independent States (“CIS”) and Central and Eastern European (“CEE”) countries, exposes us to significant legal, economic, tax and political risks. • Regulatory issues relating to the use of AI may adversely affect our business, financial condition, and results of operations. • Negative publicity about offshore outsourcing or anti-outsourcing legislation and changes to immigration rules and regulations may have an adverse effect on our business. • We are subject to governmental export controls and trade and economic sanctions that could impair our ability to compete in international markets and subject us to liability if we are found to violate these controls.
Risks Related to Regulations, Legislation and Legal Proceedings • We are exposed to various risks related to the global regulatory environment as well as legal proceedings and claims. 10 • Regulatory issues relating to the development and use of AI may adversely affect our business, financial condition, and results of operations. • Our global business, especially in Commonwealth of Independent States (“CIS”), Central and Eastern European (“CEE”) countries, and Latin America, exposes us to significant legal, economic, tax and political risks. • We are subject to governmental export controls and trade and economic sanctions that could impair our ability to compete in international markets and subject us to liability if we are found to violate these controls. • Negative publicity about offshore outsourcing or anti-outsourcing legislation may have an adverse effect on our business.
Because of increases in the number of our personnel and our contractors’ and service providers’ personnel working remotely, we face increased risks of such attacks and disruptions that 15 may affect our systems and networks or those of our clients, contractors and service providers.
Because of increases in the number of our personnel, and those of our contractors and service providers working remotely, we face increased risks of such attacks and disruptions that may affect our systems and networks or those of our clients, contractors and service providers.
Prolonged unrest, military activities, expansion of hostilities, or broad-based sanctions, could have a material adverse effect on our operations and business outlook. In addition, the current geopolitical situations in Armenia and separately in Serbia create additional uncertainty in the region, and could adversely affect our business. Our revenues are highly dependent on clients primarily located in the U.S.
Prolonged unrest, military activities, expansion of hostilities, or broad-based sanctions, could have a material adverse effect on our operations and business outlook. In addition, the current geopolitical situations in Serbia and elsewhere in Eastern Europe create additional uncertainty in the region, and could adversely affect our business. Our revenues are highly dependent on clients primarily located in the U.S.
We continuously review and consider strategic acquisitions of businesses, products or technologies. For example, in December 2022 we acquired Mutual Mobile, in April 2023 we acquired NextSphere, in September 2024 we acquired JUXT and in October 2024 we acquired Mobile Computing.
We continuously review and consider strategic acquisitions of businesses, products or technologies. For example, in April 2023 we acquired NextSphere, in September 2024 we acquired JUXT and in October 2024 we acquired Mobile Computing.
For example, the significant military action against Ukraine launched by Russia and the conflicts involving Israel and others in the Middle East have affected and will further affect our business and have resulted in disruptions in the broader global economic and geopolitical environment, which may further affect our business.
For example, the continued military action against Ukraine initiated by Russia and the conflicts involving Israel and others in the Middle East have affected and will further affect our business and have resulted in disruptions in the broader global economic and geopolitical environment, which may further affect our business.
In addition, our profit margins are subject to volatility as a result of changes in foreign exchange rates. In 2024, approximately 43.2% of our combined cost of revenues and total operating expenses were denominated in currencies other than the U.S. dollar. Any significant fluctuations in currency exchange rates may have a material impact on our business and results of operations.
In addition, our profit margins are subject to volatility as a result of changes in foreign exchange rates. In 2025, approximately 49.7% of our combined cost of revenues and total operating expenses were denominated in currencies other than the U.S. dollar. Any significant fluctuations in currency exchange rates may have a material impact on our business and results of operations.
It is possible that third parties may copy, reverse engineer, or otherwise obtain and use our information and proprietary technology without authorization or otherwise infringing, misappropriating or violating our intellectual property rights. Further, there can be no assurance that others will not independently develop the know-how and trade secrets or develop better methods than us.
It is possible that third parties may copy, reverse engineer, or otherwise obtain and use our information and proprietary technology without authorization or otherwise infringe, misappropriate or violate our intellectual property rights. Further, there can be no assurance that others will not independently develop the know-how and trade secrets or develop better methods than us.
If a government authority or 24 court makes any adverse determination with respect to some or all of our independent contractors, we could incur significant costs, including for prior periods, for amounts related to tax withholding, social security taxes or payments, workers’ compensation and unemployment contributions, and recordkeeping in the impacted jurisdiction, or we may be required to modify our business model, any of which could materially adversely affect our business, financial condition and results of operations.
If a government authority or court makes any adverse determination with respect to some or all of our independent contractors, we could incur significant costs, including for prior periods, for amounts related to tax withholding, social security taxes or payments, workers’ compensation and unemployment contributions (or their equivalent employer-paid contributions in jurisdictions in which we operate outside the United States), and recordkeeping in the impacted jurisdiction, or we may be required to modify our business model, any of which could materially adversely affect our business, financial condition and results of operations.
In addition, we have granted certain equity-based awards under our equity incentive plans and expect to continue doing so. For the years ended December 31, 2024, 2023, and 2022 we recorded $34.2 million, $35.5 million, and $61.0 million respectively, of stock-based compensation expense related to the grant of equity-based awards.
In addition, we have granted certain equity-based awards under our equity incentive plans and expect to continue doing so. For the years ended December 31, 2025, 2024, and 2023 we recorded $30.3 million, $34.2 million, and $35.5 million respectively, 19 of stock-based compensation expense related to the grant of equity-based awards.
Further, cyberattacks are becoming increasingly sophisticated, including as a result of the proliferation of artificial intelligence and machine learning tools.
Further, cyberattacks are becoming increasingly sophisticated, including as a result of the proliferation of AI and machine learning tools.
Risks Related to Our Clients and Our Client Agreements • We do not have long-term commitments from our clients, and our clients may terminate contracts before completion or choose not to renew contracts. • If we are unable to accurately estimate the cost of service or if we fail to maintain favorable pricing for our services, our contracts may be unprofitable. • We face risks associated with the long selling and implementation cycle for our services that require significant resource commitments prior to realizing revenues for those services. • Failure to obtain engagements for and effectively manage increasingly large and complex projects may have an adverse effect on our business, financial condition and results of operations.
Risks Related to Our Clients and Our Client Agreements ◦ Failing to successfully deliver contracted services or causing disruptions to clients’ businesses may have a material adverse effect on our reputation, business, financial condition and results of operations. • We do not have long-term commitments from our clients, and our clients may terminate contracts before completion or choose not to renew contracts. • If we are unable to accurately estimate the cost of service or if we fail to maintain favorable pricing for our services, our contracts may be unprofitable. • We face risks associated with the long selling and implementation cycles for our services that require significant resource commitments prior to realizing revenues for those services. • Failure to obtain engagements for and effectively manage increasingly large and complex projects may have an adverse effect on our business, financial condition and results of operations.
Market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance. As of December 31, 2024, approximately 24.1 percent of our outstanding common stock was held or beneficially owned by our executive officers and directors, or by stockholders controlled by our executive officers or directors.
Market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance. As of December 31, 2025, approximately 23.8 percent of our outstanding common stock was held or beneficially owned by our executive officers and directors, or by stockholders controlled by our executive officers or directors.
The principal factors and uncertainties that make investing in our Company risky include, among others: Risks Related to Our Business, Operations and Industry • We operate in a rapidly evolving industry, which makes it difficult to evaluate future prospects and increases the risk that we will not continue to be successful and may adversely impact our stock price, financial condition and results of operations. • Our revenues have historically been highly dependent on a limited number of clients and industries and any decrease in demand for outsourced services by these clients or in these industries may reduce our revenues and adversely affect our business, financial condition and results of operations. • We have incurred net losses in recent years; accordingly, we may incur losses, even significant, in the future and we may not be able to generate sufficient revenue to maintain profitability. • The impact of the military action in Ukraine has affected and may continue to affect our business. • Macroeconomic conditions, inflationary pressures, economic downturns, and market volatility could adversely affect our operating results and growth prospects. • Our revenues are highly dependent on clients primarily located in the U.S. 7 • We face intense competition and damage to our reputation may adversely impact our ability to generate and retain business.
The principal factors and uncertainties that make investing in our Company risky include, among others: Risks Related to Our Business, Operations and Industry • We operate in a rapidly evolving industry, which makes it difficult to evaluate future prospects and increases the risk that we will not continue to be successful and may adversely impact our stock price, financial condition and results of operations. • We may be unable to effectively manage our growth or achieve anticipated growth, particularly as we expand into new geographies and industries, which could place significant strain on our management personnel, systems and resources. 9 • Our revenues have historically been highly dependent on a limited number of clients and industries, and accordingly any decrease in demand for outsourced services by these clients or in these industries may reduce our revenues and adversely affect our business, financial condition and results of operations. • We have incurred net losses in recent years; accordingly, we may incur losses, even significant, in the future and we may not be able to generate sufficient revenue to maintain profitability. • Macroeconomic conditions, inflationary pressures, economic downturns, and market volatility could adversely affect our operating results and growth prospects. • The impact of the military action in Ukraine, which has worsened in recent periods, has affected and may continue to affect our business. • Our revenues are highly dependent on clients primarily located in the U.S. • We face intense competition, and any damage to our reputation could adversely impact our ability to generate and retain business.
Many of our present and potential competitors have substantially greater financial, marketing and technical resources, and name recognition than we do. Therefore, they may be able to compete more aggressively on pricing or devote greater resources to the development and promotion of technology and IT services. Thus, we may be unable successfully compete and retain our clients against such competitors.
Many of our present and potential competitors have substantially greater financial, marketing and technical resources, and name recognition than we do. Therefore, they may be able to compete more aggressively on pricing or devote greater resources to the development and promotion of technology and IT services.
That said, our revenues and costs are exposed to a number of currencies that include Euro, British pounds, Mexican pesos, Polish zloty, Indian rupees and Argentine pesos. With our recent acquisition of Mobile Computing, and our expectations of further operations, we are particular susceptible to fluctuations of the Argentinian peso, including Argentinian hyper-inflation.
That said, our revenues and costs are exposed to a number of currencies that include Euro, British pounds, Mexican pesos, Polish zloty, Indian rupees and Argentine pesos. With our acquisition of Mobile Computing, and our expectations of further operations, we are particular susceptible to fluctuations of the Argentinian peso, which, in the previous year, has experienced Argentinian hyper-inflation.
Risks Related to Our Use of Technology and Artificial Intelligence • Failure to adapt to changing technologies, methodologies, and evolving industry standards may have a material adverse effect on our business, financial condition, and results of operations. • Social and ethical issues relating to the use of artificial intelligence (“AI”) technologies in our offerings may result in reputational harm or liability. • Security breaches and incidents, system failures or errors, and other disruptions to our networks and systems, could result in unauthorized access to, or the disclosure or other processing of, confidential information and expose us to liability, which would cause our business and reputation to suffer. • Undetected software design defects, errors or failures may result in loss of business or in liabilities that could have a material adverse effect on our reputation, business and results of operations.
Risks Related to Our Use of Technology and Artificial Intelligence • Technologies, methodologies, and industry standards, including that relate to artificial intelligence (“AI”), are rapidly changing, on an accelerated basis; these changes, and our failure to adopt to them, may have a material adverse effect on our business, financial condition, and results of operations. • Social and ethical issues relating to the extensive use of AI in our offerings may result in reputational harm or liability. • Security breaches and incidents, system failures or errors, and other disruptions to our networks and systems, could result in unauthorized access to, or the disclosure or other processing of, confidential information and expose us to liability, which would cause our business and reputation to suffer. • Undetected software design defects, errors or failures may result in loss of business or in liabilities that could have a material adverse effect on our reputation, business and results of operations.
The impact of the military action in Ukraine has affected and may continue to affect our business. The ongoing Russian military conflict with Ukraine has impacted our business and may continue to pose risks to our business.
The impact of the military action in Ukraine, which has worsened in recent periods, has affected and may continue to affect our business. The ongoing Russian military conflict with Ukraine, which has even worsened, has impacted our business and may continue to pose risks to our business.
For example, we generated approximately 55.7% and 56.1% of our revenues from our 10 largest clients during the years ended December 31, 2024 and 2023, respectively. During each of the years ended December 31, 2024 and 2023, we had one customer that accounted for 16.0% and 14.4% of our revenues, respectively.
For example, we generated approximately 57.7% and 55.7% of our revenues from our 10 largest clients during the years ended December 31, 2025 and 2024, respectively. During each of the years ended December 31, 2025 and 2024, we had one customer that accounted for 15.4% and 16.0% of our revenues, respectively.
Although we had net income of $4.0 million for the year ended December 31, 2024, we incurred net losses of $1.8 million and $29.2 million for the years ended December 31, 2023 and 2022, respectively.
Although we had net income of $9.7 million and $4.0 million for the years ended December 31, 2025 and 2024, respectively, we incurred net losses of $1.8 million for the year ended December 31, 2023.
There are a number of factors relating to our clients that are outside of our control which might lead them to terminate a contract or project with us, including: • financial difficulties for the client; • a change in strategic priorities, resulting in elimination of the impetus for the project or a reduced level of technology spending; • a change in outsourcing strategy resulting in moving more work to the client’s in-house technology departments or to our competitors; • the replacement by our clients of existing software with packaged software supported by licensors; • mergers, acquisitions and significant corporate restructurings; and • changes in the macroeconomic environment resulting in weak demand at our customers’ business.
There are a number of factors relating to our clients that are outside of our control which might lead them to terminate a contract or project with us, choose not to renew contracts or decline engaging us for future projects, including: • a change in strategic or other priorities, resulting in elimination of the impetus for the project or a reduced level of technology spending; • a change in outsourcing strategy resulting in moving more work to the client’s in-house technology departments or to our competitors, or electing to use new technology solutions (including AI tools) instead of our services or products; • the replacement by our clients of existing software with packaged software supported by licensors; • financial difficulties for the client; • mergers, acquisitions and significant corporate restructurings; and • changes in the macroeconomic environment resulting in weak demand at our customers’ business.
Increased competition as well as our inability to compete successfully may have a material adverse effect on our business, prospects, financial condition and results of operations. Damage to our reputation may adversely impact our ability to generate and retain business.
Thus, we may be unable to successfully compete and retain our clients against such competitors. Increased competition as well as our inability to compete successfully may have a material adverse effect on our business, prospects, financial condition and results of operations. Damage to our reputation may adversely impact our ability to generate and retain business.
A number of jurisdictions in which we operate have implemented domestic legislation to give effect to the OECD’s proposals for a global minimum effective corporate tax rate with effect for accounting periods starting on or after December 31, 2023. Furthermore, any significant changes to U.S. tax law could materially adversely affect our effective tax rate.
A number of jurisdictions in which we operate have implemented domestic legislation to give effect to the OECD’s proposals for a global minimum effective corporate tax rate. Furthermore, any significant changes to U.S. tax law could materially adversely affect our effective tax rate.
The legal systems of Ukraine, Poland, Serbia, India, Mexico, Moldova, Romania, Argentina and other countries are often beset by legal ambiguities as well as inconsistencies and anomalies due to the relatively recent enactment of many laws that may not always coincide with market developments. Furthermore, legal and bureaucratic obstacles and corruption exist to varying degrees in each of these countries.
The legal systems of Ukraine, Poland, Serbia, India, Mexico, Moldova, Romania, Argentina and other countries are often beset by legal ambiguities as well as inconsistencies and anomalies due to the relatively recent enactment of many laws that may not 23 always coincide with market developments.
The technology services industry is competitive and continuously evolving, subject to rapidly changing demands and constant technological developments. As a result, success and performance metrics are difficult to predict and measure.
The technology services industry is competitive and continuously evolving, subject to rapidly changing demands and constant technological developments, particularly in recent years with the development and proliferation of AI. As a result, success and performance metrics are difficult to predict and measure.
However, there is no guarantee that these registrations will not be challenged, invalidated, or circumvented by third parties. Further, there can also be no assurance that pending or future United States or foreign trademark or patent applications will be approved in a timely manner or at all, or that such registrations will effectively protect our intellectual property or brand.
Further, there can also be no assurance that pending or future United States or foreign trademark or patent applications will be approved in a timely manner or at all, or that such registrations will effectively protect our intellectual property or brand.
Our credit agreement expires in March 2025; there can be no assurance that we will be able to extend the credit agreement, or that the terms of any such extension will be favorable to us, or available at all. 26 Maintenance of our indebtedness, contractual restrictions and additional issuances of indebtedness could: • cause us to dedicate a substantial portion of our cash flows from operations towards debt service obligations and principal repayments; • increase our vulnerability to adverse changes in general economic, industry and competitive conditions; • limit our flexibility in planning for, or reacting to, changes in our business and our industry; • impair our ability to obtain future financing for working capital, capital expenditures, acquisitions, general corporate, or other purposes; and • due to limitations within the debt instruments, restrict our ability to take certain corporate actions, subject to customary exceptions.
Maintenance of our indebtedness, contractual restrictions and additional issuances of indebtedness could: • cause us to dedicate a substantial portion of our cash flows from operations towards debt service obligations and principal repayments; • increase our vulnerability to adverse changes in general economic, industry and competitive conditions; • limit our flexibility in planning for, or reacting to, changes in our business and our industry; • impair our ability to obtain future financing for working capital, capital expenditures, acquisitions, general corporate, or other purposes; and • due to limitations within the debt instruments, restrict our ability to take certain corporate actions, subject to customary exceptions.
Risks Related to Our Tax Treatment 8 • Our effective tax rate could be adversely affected by several factors.
Risks Related to Our Tax Treatment • Our effective tax rate could be adversely affected by a variety of factors.
Our primary competitors include global consulting and traditional IT service providers such as Accenture plc, Capgemini SE, Cognizant Technology Solutions Corporation, Infosys Technologies, Wipro, and digital transformation providers such as EPAM Systems, Inc., Globant S.A., Endava plc, and Thoughtworks Holding, Inc.
Our primary competitors include global consulting and traditional IT service providers such as Accenture plc, EPAM Systems, Inc., Capgemini SE, Cognizant Technology Solutions Corporation, Infosys Technologies, Tata Consultancy Services Limited, 14 Wipro, digital transformation providers such as Globant S.A., and Endava plc., and specialized AI and data science consultancies.
Implementation of intellectual property-related laws in CIS and CEE countries in which we operate has historically been lacking and there is no assurance that we will be able to enforce or defend our rights under our non-disclosure, confidentiality or assignment of invention agreements or that protection of intellectual property rights in such countries will be as effective as that in the U.S. 27 We have registered or applied to register certain patents, copyrights, and trademarks in the United States and may do so in countries outside the United States.
Implementation of intellectual property-related laws in CIS, CEE, and Latin American countries in which we operate has historically been lacking and there is no assurance that we will be able to enforce or defend our rights under our non-disclosure, confidentiality or assignment of invention agreements or that protection of intellectual property rights in such countries will be as effective as that in the U.S.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThey are assisted by dedicated information security and IT staff, our DPO, HR Director, and legal and finance representatives. Our current management committee on cybersecurity includes dedicated full-time specialists in relevant fields ranging from code, application, system, and network security to computer forensics, data privacy and applied cryptography, physical security, social engineering and red teaming.
Biggest changeOur current management committee on cybersecurity includes dedicated full-time specialists in relevant fields ranging from code, application, system, and network security to computer forensics, data privacy, applied cryptography, physical security, social engineering and red teaming. Our CISO and management committee on cybersecurity oversee our cybersecurity policies and procedures, including those described in the “Risk Management and Strategy” section, above.
ITEM 1C. CYBERSECURITY Risk Management and Strategy Managing Material Risks & Integrated Risk Management We have established policies and processes for assessing, identifying, and managing material risk from cybersecurity threats, and have integrated these processes into our overall risk management systems and processes.
ITEM 1C. CYBERSECURITY Risk Management and Strategy Managing Material Risks & Integrated Risk Management We have established policies and processes for assessing, identifying, and managing material risk from cybersecurity threats, and have integrated these processes into our overall risk management systems and procedures.
Through these measures, our CISO and management committee on cybersecurity are informed about and monitor the lifecycle (i.e., prevention, detection, mitigation, and remediation) of cybersecurity threats or incidents.
Through these measures, our CISO and 35 management committee on cybersecurity are informed about and monitor the lifecycle (i.e., prevention, detection, mitigation, and remediation) of cybersecurity threats or incidents.
To address and mitigate potential risks associated with our use of such third parties, we require each third-party service provider to ensure that it has the ability to implement and maintain appropriate security measures, consistent with all applicable laws, to implement and maintain reasonable security measures in connection with their work with us, and to promptly report any suspected breach of its security measures that may affect our company.
To address and mitigate potential risks associated with our use of such third parties, we require each third-party service provider to ensure that it has the technical capability to implement and maintain appropriate security measures, consistent with all applicable laws, to implement and maintain reasonable security measures in connection with their work with us, and to promptly report any suspected breach of its security measures that may affect our company.
We regularly perform internal audits of our cybersecurity procedures, review role-based data access rights, conduct system vulnerability scans and prepare incident logs, alerts and threat reviews. We have maintained our ISO 27001 certification since 2014 and are subject to annual ISO 27001 standard compliance monitoring audits and periodic customer security audits.
We regularly perform internal audits of our cybersecurity procedures, review and adjust as appropriate role-based data access rights, conduct system vulnerability scans and prepare incident logs, alerts and threat reviews. We have maintained our ISO 27001 certification since 2014 and are subject to 34 annual ISO 27001 standard compliance monitoring audits and periodic customer security audits.
We routinely assess material risks from cybersecurity threats, including any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein. We conduct regular risk assessments to identify cybersecurity threats.
We routinely assess material risks from cybersecurity threats, including any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein.
We also conduct assessments as part of our regular process in the event of a material change in our business practices or established procedures that may affect information systems, which are vulnerable to such cybersecurity threats.
We conduct regular risk assessments to identify cybersecurity threats, including in the event of a material change in our business practices or established procedures that may affect information systems, which are vulnerable to such cybersecurity threats.
Risks from Cybersecurity Threats We have not experienced any cybersecurity events, including cybersecurity incidents, that have had or which are likely to have any material impact on our business strategy, results of operations or financial position.
We conduct periodic due diligence and oversight to confirm compliance with such obligations. Risks from Cybersecurity Threats We have not experienced any cybersecurity events, including cybersecurity incidents, that have had or which are likely to have any material impact on our business strategy, results of operations or financial position.
Our board of directors administers its cybersecurity risk oversight function directly as a whole, as well as through the audit committee. 32 Management’s Role Managing Risk We devote significant resources, and designate high-level personnel, including our Chief Information Security Officer (“CISO”) and Data Protection Officer (“DPO”), who each report to our Chief Operations Officer (“COO”), to manage cyber-related risk assessment and mitigation processes.
Management’s Role Managing Risk We devote significant resources, and designate high-level personnel, including our Chief Information Security Officer (“CISO”) and Data Protection Officer (“DPO”), who each report to our Chief Operating Officer (“COO”), to manage our cyber-related risk assessment and mitigation processes.
We incorporate results of these risk assessments to our policies and procedures, to maintain reasonable safeguards on an ongoing basis to minimize identified risks; reasonably address any identified gaps in existing safeguards; and regularly monitor the effectiveness of our safeguards.
During the year ended December 31, 2025, our ISO 27001:2022 audit, conducted by NQA USA, identified no non-conformities. We incorporate results of these risk assessments into our formal policies and procedures, to maintain reasonable safeguards on an ongoing basis and to minimize identified risks; reasonably address any identified gaps in existing safeguards; and regularly monitor the effectiveness of our safeguards.
Our CISO, who has been leading the team for over a decade, has over 20 years of industry experience, is a Certified Information Systems Security Professional and lead ISO 27001 auditor, and has authored five books on information security auditing strategy, wired and wireless network security, and penetration testing Our CISO and our management committee on cybersecurity, which includes our Chief Executive Officer (“CEO”), COO and IT Director, are primarily responsible for assessing and managing our material risks from cybersecurity threats.
Our CISO, who has been leading the team for 13 years, has over 20 years of industry experience, is a Certified Information Systems Security Professional and lead ISO 27001 auditor, and has authored five books on information security auditing strategy, wired and wireless network security, and penetration testing.
Engage Third-Parties on Risk Management We typically engage third party auditors in connection with our risk assessment processes. These service providers assist us with designing and implementing our cybersecurity policies and procedures, as well as with monitoring and testing our safeguards at different levels.
These service providers assist us with designing and implementing our cybersecurity policies and procedures, as well as with monitoring and testing our safeguards at different levels.
As part of our overall risk management system, we monitor and test our safeguards and train our employees on these safeguards, in collaboration with human resources, IT, and a dedicated “Grid University” training department. Personnel at all levels and departments are made aware of our cybersecurity policies through multiple channels of communication and training.
As part of our overall risk management system, we monitor and test our safeguards and train our employees on these safeguards as part of onboarding and on an annual and ad hoc basis thereafter, in collaboration with human resources, IT, and a dedicated “Grid University” training department.
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During the year ended December 31, 2024, we completed the transition to the latest version of the standard and added two additional locations to the certification scope.
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Personnel at all levels and departments are made aware of our cybersecurity policies through multiple channels of communication and training. Engage Third-Parties on Risk Management We typically engage third party auditors in connection with our risk assessment processes.
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Our CISO and management committee on cybersecurity oversee our cybersecurity policies and processes, including those described in “Risk Management and Strategy” above.
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Our board of directors administers its cybersecurity risk oversight function directly as a whole, as well as through the audit committee.
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Our CISO and our management committee on cybersecurity, which includes our Chief Executive Officer (“CEO”), COO and IT Director, are primarily responsible for assessing and managing our material risks from cybersecurity threats.
Added
They are assisted by dedicated information security and IT staff, our DPO, HR Director, and legal and finance representatives as well as a third party Security Operation Center (“SOC”) managed service provider that ensures 24/7/365 security monitoring and response.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES Facilities Our principal executive office is located at 5000 Executive Pkwy Suite 520, San Ramon, CA 94583.
Biggest changeITEM 2. PROPERTIES Facilities Our principal executive office is located at 6101 Bollinger Canyon Rd, Suite 465, San Ramon, CA 94583.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe results of any litigation cannot be predicted with certainty and, regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. ITEM 4. MINE SAFETY DISCLOSURE Not applicable. 33 PART II
Biggest changeThe results of any litigation cannot be predicted with certainty and, regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. ITEM 4. MINE SAFETY DISCLOSURE Not applicable. 36 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePerformance 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 from March 6, 2020 (the date our common stock began trading on the Nasdaq after our merger) through December 31, 2024.
Biggest changePeriod 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 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 dated March 15, 2022, 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 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.
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 None.
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.
Holders of Record As of February 17, 2025, there were approximately 12 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.
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.
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. 34 Company/Index Base Period 03/06/2020 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Grid Dynamics Holdings, Inc. $ 100.00 $ 107.60 $ 324.25 $ 95.82 $ 113.83 $ 189.92 S&P 500 $ 100.00 $ 129.07 $ 166.12 $ 136.04 $ 171.80 $ 214.78 Peer Group $ 100.00 $ 154.70 $ 237.79 $ 154.37 $ 190.69 $ 198.42 ITEM 6. [RESERVED] Not applicable.
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
Fiscal year ending December 31. ITEM 6. [RESERVED] Not applicable. 38

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

50 edited+15 added−21 removed53 unchanged
Biggest changeRecently Adopted and Issued Accounting Pronouncements Recently issued and adopted accounting pronouncements are described in Note 1 in the notes to our consolidated financial statements in this Annual Report on Form 10-K. 40 Results of Operations Year Ended December 31, 2024 compared to Year Ended December 31, 2023 The following table sets forth a summary of Grid Dynamics’ consolidated results of operations for the periods indicated, and the changes between periods: Year ended December 31, Change 2024 2023 Dollars Percentage (in thousands, except percentages) Revenues $ 350,571 $ 312,910 $ 37,661 12.0 % Cost of revenue 223,566 199,764 23,802 11.9 % Gross profit 127,005 113,146 13,859 12.2 % Engineering, research, and development 18,347 14,741 3,606 24.5 % Sales and marketing 28,622 24,151 4,471 18.5 % General and administrative 82,141 79,834 2,307 2.9 % Total operating expense 129,110 118,726 10,384 8.7 % Loss from operations (2,105) (5,580) 3,475 (62.3) % Interest and other income, net 13,160 10,418 2,742 26.3 % Income before income taxes 11,055 4,838 6,217 128.5 % Provision for income taxes 7,014 6,603 411 6.2 % Net income/(loss) $ 4,041 $ (1,765) $ 5,806 n.m.
Biggest changeRecently Adopted and Issued Accounting Pronouncements Recently issued and adopted accounting pronouncements are described in Note 1 in the notes to our consolidated financial statements in this Annual Report on Form 10-K. 43 Results of Operations Year Ended December 31, 2025 compared to Year Ended December 31, 2024 The following table sets forth a summary of Grid Dynamics’ consolidated results of operations for the periods indicated, and the changes between periods: Year ended December 31, Change 2025 2024 Dollars Percentage (in thousands, except percentages) Revenues $ 411,827 $ 350,571 $ 61,256 17.5 % Cost of revenue 269,479 223,566 45,913 20.5 % Gross profit 142,348 127,005 15,343 12.1 % Engineering, research, and development 23,665 18,347 5,318 29.0 % Sales and marketing 30,032 28,622 1,410 4.9 % General and administrative 90,546 82,141 8,405 10.2 % Total operating expense 144,243 129,110 15,133 11.7 % Loss from operations (1,895) (2,105) 210 (10.0) % Interest and other income, net 17,596 13,160 4,436 33.7 % Income before income taxes 15,701 11,055 4,646 42.0 % Provision for income taxes 6,033 7,014 (981) (14.0) % Net income $ 9,668 $ 4,041 $ 5,627 139.2 % Revenues During the year ended December 31, 2025, we generated record revenues of $411.8 million, an increase of 17.5% from the previous year.
These expenses are incremental to those expenses incurred prior to the crisis, clearly separable from normal operations, and not expected to recur once the crisis has subsided and operations return to normal.
These expenses are incremental to those expenses incurred prior to the crisis, clearly separable from normal operations, and not expected to recur once the crisis has subsided and operations return to normal.
(2) Transaction and transformation-related costs include, when applicable, external deal costs, transaction-related professional fees, transaction-related retention bonuses, which are allocated proportionally across cost of revenues, engineering, research and development, sales and marketing and general and administrative expenses as well as other transaction-related costs including integration expenses consisting of outside professional and consulting services.
(2) Transaction and transformation-related costs include, when applicable, external deal costs, transaction-related professional fees, transaction-related retention bonuses, which are allocated proportionally across cost of revenues, engineering, research and development, sales and marketing and general and administrative expenses as well as other transaction-related costs including integration expenses consisting of outside professional and consulting services.
We define and calculate non-GAAP financial measures as follows: • Non-GAAP EBITDA : Net income/(loss) before interest income/(expense), provision for income taxes and depreciation and amortization, and further adjusted for the impact of stock-based compensation expense, transaction-related costs (which include, when applicable, professional fees, retention bonuses, and consulting, legal and advisory costs related to Grid Dynamics’ merger and acquisition and capital-raising activities), impairment of long-lived assets, restructuring costs, one-time charges, and non-operating income/(expenses), net (which includes mainly foreign currency transaction gains and losses, fair value adjustments and other miscellaneous expenses). • Non-GAAP net income : Net income/(loss) adjusted for the impact of stock-based compensation expense, transaction-related costs (which include, when applicable, professional fees, retention bonuses, and consulting, legal and advisory costs related to Grid Dynamics’ merger and acquisition and capital-raising activities), impairment of long-lived assets, restructuring costs, one-time charges, and non-operating income/(expenses), net (which includes mainly foreign currency transaction gains and losses, fair value adjustments and other miscellaneous expenses), and the tax impacts of these adjustments. • Non-GAAP diluted EPS : Non-GAAP net income, divided by the diluted weighted-average number of diluted shares outstanding for the period.
We define and calculate non-GAAP financial measures as follows: • Non-GAAP EBITDA : Net income/(loss) before interest income/(expense), provision for income taxes and depreciation and amortization, and further adjusted for the impact of stock-based compensation expense, transaction- 46 related costs (which include, when applicable, professional fees, retention bonuses, and consulting, legal and advisory costs related to Grid Dynamics’ merger and acquisition and capital-raising activities), impairment of long-lived assets, restructuring costs, one-time charges, and non-operating income/(expenses), net (which includes mainly foreign currency transaction gains and losses, fair value adjustments and other miscellaneous expenses). • Non-GAAP net income : Net income/(loss) adjusted for the impact of stock-based compensation expense, transaction-related costs (which include, when applicable, professional fees, retention bonuses, and consulting, legal and advisory costs related to Grid Dynamics’ merger and acquisition and capital-raising activities), impairment of long-lived assets, restructuring costs, one-time charges, and non-operating income/(expenses), net (which includes mainly foreign currency transaction gains and losses, fair value adjustments and other miscellaneous expenses), and the tax impacts of these adjustments. • Non-GAAP diluted EPS : Non-GAAP net income, divided by the diluted weighted-average number of diluted shares outstanding for the period.
General and Administrative General and administrative expenses include costs to support the business and consist primarily of administrative personnel and officers’ salaries, employee benefits including performance bonuses, stock-based compensation, legal and audit expenses, insurance, operating lease expenses of office premises and other facility costs, workforce global mobility initiatives, 42 restructuring and employee relocations cost not directly related to customer projects, and depreciation and amortization expenses related to such activities.
General and Administrative General and administrative expenses include costs to support the business and consist primarily of administrative personnel and officers’ salaries, employee benefits including performance bonuses, stock-based compensation, legal and audit expenses, insurance, operating lease expenses of office premises and other facility costs, workforce global mobility initiatives, restructuring and employee relocations cost not directly related to customer projects, and depreciation and amortization expenses related to such activities.
You should review the section titled “Special Note Regarding Forward-Looking Statements” for a discussion of forward-looking statements and in Item 1A, “Risk Factors” for a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and 35 elsewhere in this Annual Report on Form 10-K.
You should review the section titled “Special Note Regarding Forward-Looking Statements” for a discussion of forward-looking statements and in Item 1A, “Risk Factors” for a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this Annual Report on Form 10-K.
Further, these measures may differ from the non-GAAP information, even where similarly titled, used by other companies and therefore should not be used to compare our performance to that of other companies. We compensate for these limitations by providing investors and other 43 users of our financial information a reconciliation of non-GAAP measures to the related GAAP financial measures.
Further, these measures may differ from the non-GAAP information, even where similarly titled, used by other companies and therefore should not be used to compare our performance to that of other companies. We compensate for these limitations by providing investors and other users of our financial information a reconciliation of non-GAAP measures to the related GAAP financial measures.
Prolonged unrest, military activities, expansion of hostilities, or broad-based sanctions could have a material adverse effect on our operations and business outlook. For example, if Russia were to invade other countries, such as Moldova, it could adversely affect our business.
The prolonged unrest, military activities, expansion of hostilities, or broad-based sanctions could have a material adverse effect on our operations and business outlook. For example, if Russia were to invade other countries, such as Moldova, it could adversely affect our business.
Volume discounts apply once the customer reaches certain contractual spend thresholds. If the consideration promised in a contract includes a variable amount, 39 we include estimated amounts of consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.
Volume discounts apply once the customer reaches certain contractual spend thresholds. If the consideration promised in a contract includes a variable amount, 42 we include estimated amounts of consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 includes a discussion and analysis of our financial condition and results of operations between the years ended December 31, 2023 and 2022 in Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is hereby incorporated herein by reference.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 includes a discussion and analysis of our financial condition and results of operations between the years ended December 31, 2024 and 2023 in Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is hereby incorporated herein by reference.
The weight given to the positive and negative evidence is commensurate with the extent to which the evidence may be objectively verified. We are subject to tax payments and filling of tax returns in various tax jurisdictions. Our tax returns are routinely examined by tax authorities in various countries. Such inspections may result in future tax expenses, interest and penalties.
The weight given to the positive and negative evidence is commensurate with the extent to which the evidence may be objectively verified. We are subject to tax payments and filing of tax returns in various tax jurisdictions. Our tax returns are routinely examined by tax authorities in various countries. Such inspections may result in future tax expenses, interest and penalties.
We continue to actively work with our personnel and with our customers to meet their needs and to ensure smooth delivery of services. We have no way to predict the progress or outcome of the military action in Ukraine, as the conflict and government responses continue to develop and are beyond our control.
We continue to actively work with our personnel and with our customers to meet their needs and to ensure smooth delivery of services. We have no way to predict the progress or outcome of the military action in Ukraine, as the conflict and government responses continue to develop and even worsen and are beyond our control.
We assign our customers into one of the main vertical markets or a group of various industries where we have or are increasing our presence, labeled as “verticals.” In the first quarter of 2024, we disaggregated Healthcare and Pharma as a separate vertical due to their growing importance to the Company.
We assign our customers into one of the main vertical markets or a group of various industries, labeled as “verticals.” In the first quarter of 2024, we disaggregated Healthcare and Pharma as a separate vertical due to their growing importance to the Company.
Risk Factors” included in this Annual Report on Form 10-K.
Item 1A. Risk Factors” included in this Annual Report on Form 10-K.
A substantial majority of Grid Dynamics’ personnel is comprised of such IT professionals. 37 The following table shows the number of Grid Dynamics personnel (including full-time and part-time employees and contractors serving in similar capacities) by region, as of the dates indicated: As of December 31, 2024 2023 2022 Americas (1) 830 567 521 Europe (2) 3,134 2,806 3,034 Rest of the world (3) 766 547 243 Total 4,730 3,920 3,798 __________________________ (1) Americas includes personnel located in North, Central and South America.
A substantial majority of Grid Dynamics’ personnel is comprised of such IT professionals. 40 The following table shows the number of Grid Dynamics personnel (including full-time and part-time employees and contractors serving in similar capacities) by region, as of the dates indicated: As of December 31, 2025 2024 2023 Americas (1) 793 830 567 Europe (2) 3,258 3,134 2,806 Rest of the world (3) 910 766 547 Total 4,961 4,730 3,920 __________________________ (1) Americas includes personnel located in North, Central and South America.
During the years ended December 31, 2024 and 2023, one customer accounted for 10% or more of our revenues in each of the periods indicated, compared to two customers during the year ended December 31, 2022. We expect to continue our focus on maintaining our long-term relationships with customers while diversifying our customer base.
During the years ended December 31, 2025, 2024 and 2023, one customer accounted for 10% or more of our revenues in each of the periods indicated. We expect to continue our focus on maintaining our long-term relationships with customers while seeking to diversify our customer base.
The latest offering closed on November 14, 2024 and resulted in $107.6 million of net proceeds, after deducting underwriting discounts and commissions. Additionally, on March 15, 2022, we entered into an agreement establishing a revolving credit facility with JPMorgan Chase Bank, N.A., as an administrative agent for the lenders.
The latest offering closed on November 14, 2024 and resulted in $107.6 million of net proceeds, after deducting underwriting discounts and commissions. Additionally, we entered into an agreement establishing a revolving credit facility with JPMorgan Chase Bank, N.A., as an administrative agent for the lenders. The revolving credit facility provides us with $30.0 million of available borrowing capacity.
(4) Interest and other income, net consist primarily of gains and losses on foreign currency transactions, fair value adjustments, interest on cash held at banks and returns on investments in money-market funds, and other miscellaneous non-operating expenses. 44 The following table presents a reconciliation of Non-GAAP diluted EPS and Non-GAAP net income to consolidated net income/(loss) for the annual periods indicated: Year ended December 31, 2024 2023 2022 (in thousands, except per share data) GAAP net income/(loss) $ 4,041 $ (1,765) $ (29,214) Adjusted for: Stock-based compensation 34,167 35,516 60,968 Geographic reorganization (1) 1,627 1,858 11,023 Transaction and transformation-related costs (2) 3,144 2,038 604 Restructuring (3) 1,413 1,488 — Other (income)/expense, net (4) (2,597) (1,113) 1,591 Tax impact of non-GAAP adjustments (5) (4,573) (6,338) (6,822) Non-GAAP net income $ 37,222 $ 31,684 $ 38,150 Number of shares used in GAAP diluted EPS 79,974 75,193 69,197 GAAP diluted EPS $ 0.05 $ (0.02) $ (0.42) Number of shares used in non-GAAP diluted EPS 79,974 77,651 72,223 Non-GAAP diluted EPS $ 0.47 $ 0.41 $ 0.53 __________________________ (1) Geographic reorganization includes expenses connected with military actions of Russia against Ukraine and the exit plan announced by the Company and includes travel and relocation-related expenses of employees from the aforementioned countries, severance payments, allowances as well as legal and professional fees related to geographic repositioning in various locations.
(4) Interest and other income, net consist primarily of gains and losses on foreign currency transactions, fair value adjustments, interest on cash held at banks and returns on investments in money-market funds, and other miscellaneous non-operating expenses. 47 The following table presents a reconciliation of Non-GAAP diluted EPS and Non-GAAP net income to consolidated net income/(loss) for the periods indicated: Year ended December 31, 2025 2024 2023 (in thousands, except per share data) GAAP net income/(loss) $ 9,668 $ 4,041 $ (1,765) Adjusted for: Stock-based compensation 30,343 34,167 35,516 Geographic reorganization (1) 1,396 1,627 1,858 Transaction and transformation-related costs (2) 1,431 3,144 2,038 Restructuring (3) 2,812 1,413 1,488 Other (income)/expense, net (4) (5,460) (2,597) (1,113) Tax impact of non-GAAP adjustments (5) (5,061) (4,573) (6,338) Non-GAAP net income $ 35,129 $ 37,222 $ 31,684 Number of shares used in GAAP diluted EPS 86,892 79,974 75,193 GAAP diluted EPS $ 0.11 $ 0.05 $ (0.02) Number of shares used in non-GAAP diluted EPS 86,892 79,974 77,651 Non-GAAP diluted EPS $ 0.40 $ 0.47 $ 0.41 __________________________ (1) Geographic reorganization includes expenses connected with military actions of Russia against Ukraine and the exit plan announced by the Company and includes travel and relocation-related expenses of employees from the aforementioned countries, severance payments, allowances as well as legal and professional fees related to geographic repositioning in various locations.
The following table presents the reconciliation of Non-GAAP EBITDA to consolidated net income/(loss), the most directly comparable GAAP measure, for the annual periods indicated: Year ended December 31, 2024 2023 2022 (in thousands) GAAP net income/(loss) $ 4,041 $ (1,765) $ (29,214) Adjusted for: Depreciation and amortization 14,228 8,926 6,626 Provision for income taxes 7,014 6,603 8,761 Stock-based compensation 34,167 35,516 60,968 Geographic reorganization (1) 1,627 1,858 11,023 Transaction and transformation-related costs (2) 3,144 2,038 604 Restructuring (3) 1,413 1,488 — Interest and other income, net (4) (13,160) (10,418) (555) Non-GAAP EBITDA $ 52,474 $ 44,246 $ 58,213 __________________________ (1) Geographic reorganization includes expenses connected with military actions of Russia against Ukraine and the exit plan announced by the Company and includes travel and relocation-related expenses of employees from the aforementioned countries, severance payments, allowances as well as legal and professional fees related to geographic repositioning in various locations.
The following table presents the reconciliation of Non-GAAP EBITDA to consolidated net income/(loss), the most directly comparable GAAP measure, for the periods indicated: Year ended December 31, 2025 2024 2023 (in thousands) GAAP net income/(loss) $ 9,668 $ 4,041 $ (1,765) Adjusted for: Depreciation and amortization 19,705 14,228 8,926 Provision for income taxes 6,033 7,014 6,603 Stock-based compensation 30,343 34,167 35,516 Geographic reorganization (1) 1,396 1,627 1,858 Transaction and transformation-related costs (2) 1,431 3,144 2,038 Restructuring (3) 2,812 1,413 1,488 Interest and other income, net (4) (17,596) (13,160) (10,418) Non-GAAP EBITDA $ 53,792 $ 52,474 $ 44,246 __________________________ (1) Geographic reorganization includes expenses connected with military actions of Russia against Ukraine and the exit plan announced by the Company and includes travel and relocation-related expenses of employees from the aforementioned countries, severance payments, allowances as well as legal and professional fees related to geographic repositioning in various locations.
In addition, the current geopolitical situations in Armenia and separately in Serbia create additional uncertainty in the region, and could adversely affect our business. For additional information on the various risks posed by the military action in Ukraine and the impact in the region, as well as other macroeconomic factors affecting our business, please read “Part I. Item 1A.
In addition, the current geopolitical situations in Armenia and separately in Serbia create additional uncertainty in the region, and could adversely affect our business. For additional information on the various risks posed by the ongoing fighting in Ukraine and related sanctions and other impacts in the region, as well as other macroeconomic factors affecting our business, please read “Part I.
This work resulted in a decrease in the total number of customers from 275 in 2023 to 264 in 2024. Grid Dynamics has a relatively high level of revenue concentration with certain customers and constantly works toward decreasing those levels.
This work resulted in a decrease in the total number of customers from 264 in 2024 to 237 in 2025. Grid Dynamics has a high level of revenue concentration with certain customers, as indicated in the below table, and constantly works toward decreasing those levels.
Liquidity and Capital Resources We measure liquidity in terms of our ability to fund the cash requirements for business operations, including working capital needs, capital expenditures, contractual obligations and other commitments with cash flows from operations and other sources of funding.
(5) Reflects the estimated tax impact of the non-GAAP adjustments presented in the table. Liquidity and Capital Resources We measure liquidity in terms of our ability to fund the cash requirements for business operations, including working capital needs, capital expenditures, contractual obligations and other commitments with cash flows from operations and other sources of funding.
Business Update Regarding Military Action in Ukraine In February 2022, Russian forces launched a significant military action against Ukraine.
Business Update Regarding Military Action in Ukraine In February 2022, Russian forces launched a significant military action against Ukraine, which continues and even worsens.
Cash Flows The following table summarizes Grid Dynamics’ cash flows for the annual periods indicated: Year ended December 31, 2024 2023 2022 (in thousands) Net cash provided by operating activities $ 30,198 $ 41,093 $ 31,652 Net cash used in investing activities (51,301) (25,950) (16,323) Net cash provided by/(used in) financing activities 101,162 (16,321) 97,758 Effect of exchange rate changes on cash and cash equivalents (2,131) 1,676 (722) Net increase in cash, cash equivalents and restricted cash 77,928 498 112,365 Cash, cash equivalents and restricted cash (beginning) 257,227 256,729 144,364 Cash, cash equivalents and restricted cash (ending) $ 335,155 $ 257,227 $ 256,729 Operating Activities.
Cash Flows The following table summarizes Grid Dynamics’ cash flows for the annual periods indicated: Year ended December 31, 2025 2024 2023 (in thousands) Net cash provided by operating activities $ 40,600 $ 30,198 $ 41,093 Net cash used in investing activities (15,136) (51,301) (25,950) Net cash (used in)/provided by financing activities (19,937) 101,162 (16,321) Effect of exchange rate changes on cash and cash equivalents 1,376 (2,131) 1,676 Net increase in cash, cash equivalents and restricted cash 6,903 77,928 498 Cash, cash equivalents and restricted cash (beginning) 335,155 257,227 256,729 Cash, cash equivalents and restricted cash (ending) $ 342,058 $ 335,155 $ 257,227 Operating Activities.
The following table presents revenues concentration by amount and as a percentage of our revenues for the periods indicated: 38 For the years ended December 31, 2024 2023 2022 (in thousands, except percentages) Top one customer $ 56,261 16.0 % $ 44,961 14.4 % $ 39,084 12.6 % Top five customers $ 133,486 38.1 % $ 115,862 37.0 % $ 134,955 43.5 % Top ten customers $ 195,180 55.7 % $ 175,588 56.1 % $ 185,253 59.7 % Top twenty customers $ 243,716 69.5 % $ 213,790 68.3 % $ 225,303 72.6 % Customers below top twenty $ 106,855 30.5 % $ 99,120 31.7 % $ 85,180 27.4 % The following table shows the evolution of Grid Dynamics’ customer base where customers are grouped by revenues recognized for each annual period presented: For the years ended December 31, 2024 2023 2022 >$5.0 million 14 10 13 >$2.5 - 5.0 million 14 11 8 >$1.0 - 2.5 million 22 27 27 >$0.5 - 1 million 31 32 21 Seasonality Grid Dynamics’ business is subject to seasonal trends that impact its revenues and profitability between quarters.
The following table presents revenues concentration by amount and as a percentage of our revenues for the periods indicated: 41 For the years ended December 31, 2025 2024 2023 (in thousands, except percentages) Top one customer $ 63,615 15.4 % $ 56,261 16.0 % $ 44,961 14.4 % Top five customers $ 157,095 38.1 % $ 133,486 38.1 % $ 115,862 37.0 % Top ten customers $ 237,546 57.7 % $ 195,180 55.7 % $ 175,588 56.1 % Top twenty customers $ 302,209 73.4 % $ 243,716 69.5 % $ 213,790 68.3 % Customers below top twenty $ 109,618 26.6 % $ 106,855 30.5 % $ 99,120 31.7 % The following table shows the evolution of Grid Dynamics’ customer base where customers are grouped by revenues recognized for each annual period presented: For the years ended December 31, 2025 2024 2023 >$5.0 million 18 14 10 >$2.5 - 5.0 million 11 14 11 >$1.0 - 2.5 million 24 22 27 >$0.5 - 1 million 26 31 32 Seasonality Grid Dynamics’ business is subject to seasonal trends that impact its revenues and profitability between quarters.
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 includes a discussion and analysis of our cash flows between the years ended December 31, 2023 and 2022 in Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Off-Balance Sheet Arrangements and Commitments We do not have any material off-balance sheet commitments or contractual arrangements other than those disclosed in Note 8 “Leases” and Note 14 “Commitments and contingencies” in the notes to our consolidated financial statements in this Annual Report on Form 10-K. 46 As a result of analysis related to Grid Dynamics’ functional control of its subcontractors one was determined to be a variable interest entity (“VIE”) and is therefore consolidated in Grid Dynamics’ financial statements.
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 includes a discussion and analysis of our cash flows between the years ended December 31, 2024 and 2023 in Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Off-Balance Sheet Arrangements and Commitments We do not have any material off-balance sheet commitments or contractual arrangements other than those disclosed in Note 8 “Leases” and Note 14 “Commitments and contingencies” in the notes to our consolidated financial statements in this Annual Report on Form 10-K.
Fiscal Year Highlights The following table sets forth a summary of Grid Dynamics’ financial results for the annual periods indicated: Year ended December 31, 2024 2023 2022 % of revenue % of revenue % of revenue (in thousands, except percentages and per share data) Revenues $ 350,571 100.0 % $ 312,910 100.0 % $ 310,482 100.0 % Gross profit 127,005 36.2 % 113,146 36.2 % 120,590 38.8 % Loss from operations (2,105) (0.6) % (5,580) (1.8) % (21,008) (6.8) % Net income/(loss) 4,041 1.2 % (1,765) (0.6) % (29,214) (9.4) % Diluted income/(loss) per share $ 0.05 n/a $ (0.02) n/a (0.42) n/a Non-GAAP Financial information Non-GAAP EBITDA (1) 52,474 15.0 % 44,246 14.1 % 58,213 18.7 % Non-GAAP net income (1) 37,222 10.6 % 31,684 10.1 % 38,150 12.3 % Non-GAAP diluted EPS (1) 0.47 n/a 0.41 n/a 0.53 n/a __________________________ (1) Non-GAAP EBITDA, Non-GAAP net income and Non-GAAP diluted EPS are non-GAAP financial measures.
Fiscal Year Highlights The following table sets forth a summary of Grid Dynamics’ financial results for the periods indicated: Year ended December 31, 2025 2024 2023 % of revenues % of revenues % of revenues (in thousands, except percentages and per share data) Revenues $ 411,827 100.0 % $ 350,571 100.0 % $ 312,910 100.0 % Gross profit 142,348 34.6 % 127,005 36.2 % 113,146 36.2 % Loss from operations (1,895) (0.5) % (2,105) (0.6) % (5,580) (1.8) % Net income/(loss) 9,668 2.3 % 4,041 1.2 % (1,765) (0.6) % Diluted income/(loss) per share $ 0.11 n/a $ 0.05 n/a (0.02) n/a Non-GAAP Financial information Non-GAAP EBITDA (1) 53,792 13.1 % 52,474 15.0 % 44,246 14.1 % Non-GAAP net income (1) 35,129 8.5 % 37,222 10.6 % 31,684 10.1 % Non-GAAP diluted EPS (1) 0.40 n/a 0.47 n/a 0.41 n/a __________________________ (1) Non-GAAP EBITDA, Non-GAAP net income and Non-GAAP diluted EPS are non-GAAP financial measures.
The following table presents our revenues by vertical and revenues as a percentage of total revenues by vertical for the periods indicated: Year ended December 31, 2024 2023 2022 % of revenue % of revenue % of revenue (in thousands, except percentages) Retail $ 113,957 32.5 % $ 102,551 32.8 % $ 99,681 32.1 % Technology, Media and Telecom 95,048 27.1 % 98,830 31.6 % 98,334 31.7 % Finance 60,157 17.2 % 28,842 9.2 % 21,893 7.1 % CPG/Manufacturing 40,468 11.5 % 42,861 13.7 % 61,216 19.7 % Healthcare and Pharma 11,109 3.2 % 13,653 4.4 % 7,711 2.5 % Other 29,832 8.5 % 26,173 8.3 % 21,647 6.9 % Total $ 350,571 100.0 % $ 312,910 100.0 % $ 310,482 100.0 % Retail remained our largest vertical, contributing 32.5% of total revenues during the year ended December 31, 2024.
The following table presents our revenues by vertical and revenues as a percentage of total revenues by vertical for the periods indicated: Year ended December 31, 2025 2024 2023 (in thousands, except percentages of revenues) Retail $ 120,507 29.3 % $ 113,957 32.5 % $ 102,551 32.8 % Technology, Media and Telecom 107,451 26.1 % 95,048 27.1 % 98,830 31.6 % Finance 100,384 24.4 % 60,157 17.2 % 28,842 9.2 % CPG/Manufacturing 43,058 10.5 % 40,468 11.5 % 42,861 13.7 % Healthcare and Pharma 10,183 2.5 % 11,109 3.2 % 13,653 4.4 % Other 30,244 7.2 % 29,832 8.5 % 26,173 8.3 % Total $ 411,827 100.0 % $ 350,571 100.0 % $ 312,910 100.0 % Retail remained our largest vertical, representing 29.3% of total revenues for the year ended December 31, 2025.
Provision for income taxes was $7.0 million in the year ended December 31, 2024 compared to $6.6 million in the year ended December 31, 2023. The effective tax rate decreased between periods from 136.5% in 2023 to 63.4% in 2024. The difference in the tax provision was mainly attributable to an increase in pre-tax book income.
Provision for income taxes was $6.0 million in the year ended December 31, 2025 compared to $7.0 million in the year ended December 31, 2024. The effective tax rate decreased between the periods from 63.4% in 2024 to 38.4% in 2025.
The provision for income taxes reflects income earned and taxed in the various U.S. federal and state and non-U.S. jurisdictions.
Provision for Income Taxes Grid Dynamics follows the asset and liability method of accounting for income taxes. The provision for income taxes reflects income earned and taxed in the various U.S. federal and state and non-U.S. jurisdictions.
General and administrative expenses include a substantial majority of Grid Dynamics’ stock-based compensation costs for the financial periods discussed herein. General and administrative expenses were $82.1 million in the year ended December 31, 2024, an increase of $2.3 million, or 2.9%, from $79.8 million in the previous year.
General and administrative expenses include a substantial majority of Grid Dynamics’ stock-based compensation costs for the financial periods discussed herein. General and administrative expenses increased by $8.4 million, or 10.2%, to $90.5 million for the year ended December 31, 2025, from $82.1 million for the year ended December 31, 2024.
The Other vertical contributed approximately 8.0% of total revenues for each of the years ended December 31, 2024 and 2023. Cost of Revenues and Gross Margin Our cost of revenues consists primarily of salaries and employee benefits, including performance bonuses and stock-based compensation, and project-related travel expenses of client-serving professionals.
The Other vertical represented 7.2% of total revenues during the year ended December 31, 2025, compared to 8.5% in the prior year. Cost of Revenues and Gross Margin Our cost of revenues consists primarily of salaries and employee benefits, including performance bonuses and stock-based compensation, and project-related travel expenses of client-serving professionals.
Revenues in the Healthcare and Pharma vertical were $11.1 million, or 3.2% of total revenues, during the year ended December 31, 2024, down compared to $13.7 million, or 4.4%, in the prior year. Lastly, our Other vertical continued to grow with revenues up 14.0% year-over-year. This growth was driven by increased demand from both existing and new customers.
Healthcare and Pharma vertical decreased to $10.2 million for the year ended December 31, 2025, compared to $11.1 million in the prior year, representing 2.5% and 3.2% of total revenues, respectively. Lastly, our Other vertical increased 1.4% year-over-year driven by demand from both new and existing customers.
Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Overview Grid Dynamics Holdings, Inc. (“Grid Dynamics,” the “Company,” “we,” “us,” or “our”) is a leading provider of technology consulting, platform and product engineering, and advanced analytics services.
Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Overview Grid Dynamics Holdings, Inc. (“Grid Dynamics,” the “Company,” “we,” “us,” or “our”) is an enterprise artificial intelligence (“AI”) transformation partner for the Fortune 1000.
As a result, the Company has adjusted previously reported Other (income)/expense, net adjustment to include interest income, net of $9.3 million and $2.1 million for the years ended December 31, 2023 and 2022, respectively. (5) Reflects the estimated tax impact of the non-GAAP adjustments presented in the table.
During the year ended December 31, 2024, the Company started to include interest (income)/expense, net in its calculation of non-GAAP net income. As a result, the Company has adjusted previously reported Other (income)/expense, net adjustment to include interest income, net of $9.3 million for the year ended December 31, 2023.
(3) We implemented a restructuring plan during the first quarter of 2023. Our restructuring costs comprised of severance charges and respective taxes and are included in general and administrative expenses in the Company’s consolidated statement of loss and comprehensive income/(loss). We did not incur any restructuring expenses during the year ended December 31, 2022.
(3) Our restructuring costs comprised of severance charges and respective taxes and are included in General and administrative expenses in the Company’s consolidated statements of income/(loss).
See consolidated statement of changes in stockholders’ equity and Note 7 “Debt” in the notes to our consolidated financial statements in this Annual Report on Form 10-K regarding our follow-on offering and debt details. As of December 31, 2024, Grid Dynamics had cash and cash equivalents amounting to $334.7 million compared to $257.2 million at December 31, 2023.
On May 20, 2025, the maturity of this facility was extended to March 15, 2028. 48 See consolidated statement of changes in stockholders’ equity and Note 7 “Debt” in the notes to our consolidated financial statements in this Annual Report on Form 10-K regarding our follow-on offering and debt details.
Our engineering, research, and development expenses increased significantly by 24.5% during the year ended December 31, 2024 and reached $18.3 million, compared to $14.7 million last year. Growth of our engineering, research, and development expenses primarily reflects our continued investments in customer delivery operations and internally developed software to support our growth.
Our engineering, research, and development expenses increased by $5.3 million, or 29.0%, to $23.7 million for the year ended December 31, 2025, from $18.3 million in the previous year. The increase primarily reflected our continued investments in customer delivery capabilities and internally developed solutions.
Cost of revenues also includes depreciation and amortization expense related to client-serving activities. During the year ended December 31, 2024, our cost of revenues were $223.6 million, an increase of $23.8 million, or 11.9%, from $199.8 million in 2023. The main driver of this increase was higher headcount to support our revenue growth.
Cost of revenues also includes depreciation and amortization expense related to client-serving activities. Our cost of revenues increased by $45.9 million, or 20.5%, to $269.5 million, for the year ended December 31, 2025, from $223.6 million for the year ended December 31, 2024.
Sales and Marketing Sales and marketing expenses represent spending associated with promoting and selling of our services. These expenses comprise of personnel costs, including performance bonuses and stock-based compensation, marketing events, travel expenses, as well as depreciation and amortization related to such activities.
These expenses are comprised of personnel costs, including performance bonuses and stock-based compensation, marketing events, travel expenses, as well as depreciation and amortization related to such activities. Our sales and marketing expenses were $30.0 million for the year ended December 31, 2025, compared to $28.6 million in 2024.
Net cash provided by operating activities during the year ended December 31, 2024 decreased by $10.9 million to $30.2 million from $41.1 million in the prior year, driven by changes in working capital, including the timing of compensation payments to our employees and collections from customers. Investing Activities.
Net cash provided by operating activities was $40.6 million for the year ended December 31, 2025, compared to $30.2 million in the prior year. The $10.4 million increase was primarily driven by favorable changes in working capital, specifically regarding the timing of payments to vendors and settlement of employee-related liabilities. Investing Activities.
Net cash used in investing activities during the year ended December 31, 2024 almost doubled compared to 2023 and reached $51.3 million. The main driver for the increase in cash spending were closing payments, net of cash acquired, for the JUXT and Mobile Computing acquisitions. Financing Activities .
Net cash used in investing activities decreased by $36.2 million to $15.1 million for the year ended December 31, 2025, from $51.3 million in the prior year. This decrease was driven by significant cash outflows in 2024 related to the acquisitions of JUXT and Mobile Computing, net of cash acquired. Financing Activities .
Net cash provided by financing activities of $101.2 million in the year ended December 31, 2024 was generated by the equity offering in the fourth quarter of 2024, slightly offset by tax withholding obligations due to the issuance of shares in connection with vested stock awards.
Net cash used in financing activities was $19.9 million for the year ended December 31, 2025 driven by the settlement of employee tax withholding obligations associated with the vesting of equity awards. In the prior year, financing activities generated $101.2 million, primarily reflecting net proceeds from an equity offering, partially offset by similar employee tax withholding obligations.
(4) Other (income)/expense, net consist primarily of gains and losses on foreign currency transactions, fair value adjustments, and other miscellaneous non-operating income and expense. During the year ended December 31, 2024, the Company started to include interest (income)/expense, net in its calculation of non-GAAP net income.
(3) Our restructuring costs comprised of severance charges and respective taxes and are included in general and administrative expenses in the Company’s consolidated statements of income/(loss). (4) Other (income)/expense, net consist primarily of gains and losses on foreign currency transactions, fair value adjustments, and other miscellaneous non-operating income and expense.
The assets and liabilities of this VIE consist primarily of intercompany balances and transactions, all of which have been eliminated in consolidation. 47
As a result of analysis related to Grid Dynamics’ functional control of its subcontractors one was determined to be a variable interest entity (“VIE”) and is therefore consolidated in Grid Dynamics’ financial statements. The assets and liabilities of this VIE consist primarily of intercompany balances and transactions, all of which have been eliminated in consolidation. 49
The strong performance of our Finance vertical was driven by a combination of increased demand from fintech and insurance customers, as well as our recent acquisitions. Revenues in the CPG and Manufacturing vertical declined by $2.4 million from $42.9 million during the year ended December 31, 2023 to $40.5 million in 2024.
This vertical was the largest contributor to the overall consolidated 44 revenues growth for the period. The increase was attributable to robust demand from fintech and banking customers, including contributions from our 2024 acquisitions. CPG and Manufacturing revenues increased $2.6 million, or 6.4%, to $43.1 million for the year ended December 31, 2025, from $40.5 million in the prior year.
Of these amounts, $38.6 million and $21.2 million, respectively, were held in countries outside the U.S, and included among others the U.K., Switzerland, the Netherlands, India, Poland, Argentina, Mexico, Armenia, Moldova, Serbia and other countries. We did not have any debt outstanding under the revolving credit facility at any balance sheet date presented.
As of December 31, 2025, Grid Dynamics had cash and cash equivalents of $342.1 million compared to $334.7 million as of December 31, 2024. Of these amounts, $48.4 million and $38.6 million, respectively, were held in countries outside the U.S, and included, among others, Switzerland, the U.K., India, Mexico, Ukraine, Argentina, the Netherlands, Poland and other countries.
During the year ended December 31, 2024, interest and other income, net increased to $13.2 million from $10.4 million in the prior year. The increase was primarily driven by income generated by our money market funds and an increase in the fair value of our investment in marketable equity securities.
Interest and other income, net was $17.6 million for the year ended December 31, 2025, compared to $13.2 million for the year ended December 31, 2024. The $4.4 million increase was primarily driven by fair value adjustments related to acquisition-related contingent consideration. These gains were partially offset by unfavorable foreign currency exchange rate fluctuations.
Our key metrics for the year ended December 31, 2024 are: • We reported record revenues of $350.6 million, an increase of 12.0% from the previous year. • Our gross profit margins remained steady at 36.2% in both 2024 and 2023. • We reduced our loss from operations to $2.1 million, compared to $5.6 million in the previous fiscal year.
Our key metrics for the year ended December 31, 2025 are: • Revenues: Total revenues increased 17.5% year-over-year to a record $411.8 million, driven by demand across our core verticals and contributions from our acquisitions. • Operating loss: Loss from operations narrowed to $1.9 million, compared to a loss of $2.1 million in the prior year.
Expressed as a percentage of revenues, our general and administrative expenses decreased 2.1 percentage points to 23.4% during 2024, compared to 25.5% in 2023.
The increase was primarily attributable to the full-year impact of acquisitions completed in 2024, which resulted in higher personnel-related costs and depreciation and amortization expenses. 45 Expressed as a percentage of revenues, our general and administrative expenses decreased by 1.3 percentage points to 22.1% in 2025, compared to 23.4% in the prior year, reflecting effective cost optimization across various corporate functions.
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As a forefront provider of technology consulting, platform and product engineering services, and bespoke software development, we draw from over eight years of leadership in Enterprise artificial intelligence (“AI”), coupled with profound expertise in cloud, data, and advanced analytics.
Added
We combine deep AI expertise with proven enterprise-scale delivery to help clients identify where to invest in AI, build systems that work at scale, and capture real business value from AI deployments. The building blocks of AI have always been our foundation — distributed systems, real-time data, machine learning algorithms, and natural language processing.
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Our commitment to engineering excellence, R&D leadership, a co-innovation ethos, globally efficient “Follow-the-Sun” delivery model, and an unwavering “whatever it takes” dedication to client success empower us to solve even the most complex enterprise challenges, facilitating profitable business outcomes and future growth.
Added
What has changed is that these capabilities have now converged into Enterprise AI. This technical heritage is matched with business acumen. We solve the most pressing technical challenges and enable positive business outcomes for enterprise companies. A key differentiator is our nearly two decades of technology leadership and pioneering enterprise AI expertise.
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Founded in 2006, Grid Dynamics is headquartered in Silicon Valley and has a global talent pool of intellectually curious problem solvers in offices across the U.S., Mexico, Jamaica, Argentina, the U.K., Europe, and India.
Added
This is supported by deep capabilities and ongoing investment in data and machine learning platform engineering, cloud platform and product engineering, Internet of Things and edge computing, and digital engagement services.
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This was a result of higher revenues partially offset by increased operating expenses. • In 2024, we recorded net income of $4.0 million, a significant turnaround after four consecutive years of net losses. • Our Non-GAAP EBITDA grew 18.6%, reaching $52.5 million during the year ended December 31, 2024. • Our diluted GAAP EPS was $0.05 per share, compared to $(0.02) per share in the year ended December 31, 2023. • Our diluted Non-GAAP EPS increased to $0.47 per share from $0.41 per share in the year ended December 31, 2023.
Added
This improvement reflects revenue growth outpacing the increase in operating expenses. 39 • Net income and EPS: Net income increased to $9.7 million from $4.0 million in the prior year. The increase was largely attributable to a combination of revenue growth and other income.
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The operating results in any period are not necessarily indicative of the results that may be expected for any future period. 36 Recent Acquisitions On October 4, 2024, we acquired Mobile Computing S.A. (“Mobile Computing”), an Argentina-based company offering a comprehensive suite of solutions spanning industries including manufacturing, CPG, and financial services.
Added
Diluted GAAP EPS was $0.11 per share, compared to $0.05 per share for the year ended December 31, 2024. • Non-GAAP measures: Non-GAAP EBITDA increased 2.5%, reaching $53.8 million for the year ended December 31, 2025.
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The acquisition expanded our client portfolio, adding leading companies from the manufacturing, CPG, and financial services industries, and strengthened our expertise in digital product co-creation and UI/UX services. On September 26, 2024, we acquired JUXT Ltd.
Added
Diluted Non-GAAP EPS was $0.40 per share, compared to $0.47 per share in the prior year. • Cash flows: Operating cash flow was $40.6 million up from $30.2 million in 2024. The operating results in any period are not necessarily indicative of the results that may be expected for any future period.
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(“JUXT”), a UK-based company specializing in data-intensive information systems for banking and other financial institutions, with a particular focus on risk platforms, structured notes, equity derivatives, and financial reporting. The acquisition strengthens our go-to-market positioning in the Finance vertical and opens new opportunities for us across the European market.
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The growth reflected the continued growth across most of our verticals, including the benefit of strategic acquisitions completed during 2024. Revenues by Vertical.
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Revenues During the year ended December 31, 2024, we generated record revenues of $350.6 million, an increase of 12.0% from the previous year. The growth was driven by a combination of customer expansion across industry verticals and revenues from new acquisitions. Revenues by Vertical.
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Revenues in this vertical increased $6.6 million, or 5.7%, compared to the prior year, primarily driven by expanded demand across our specialty retail, grocery and apparel customer base. Technology, Media and Telecom (“TMT”) revenues increased $12.4 million, or 13.0%, compared to the prior year, contributing 20.2% to the total year-over-year consolidated revenues growth.
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Revenues in this vertical grew by 11.1% over 2023. Growth in the year came from a range of customers operating in the home improvement space, specialty retail, and department stores. Technology, Media and Telecom (“TMT”), our second largest vertical, experienced a decline of 3.8% over 2023.
Added
The growth was largely driven by our top technology customers. Our TMT vertical represented 26.1% of total revenues for the year ended December 31, 2025. Finance revenues increased $40.2 million, or 66.9%, to $100.4 million for the year ended December 31, 2025, compared to $60.2 million for the year ended December 31, 2024.
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The year-over-year decline was caused by a more cautious approach to spending and customer-specific factors affecting some of our 41 smaller clients largely offset by growth at some of our largest technology customers, resulting in the TMT vertical accounting for 27.1% of total revenues during the year.
Added
The increase in cost of revenues was primarily driven by the operational and delivery expenses to support revenue growth. Our gross profit increased by $15.3 million to $142.3 million in the year ended December 31, 2025, compared to $127.0 million in the prior year.
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During the year ended December 31, 2024, revenues in the Finance vertical doubled, reaching $60.2 million, compared to $28.8 million in the prior year, making it the largest contributor to the overall revenue growth for the period.
Added
Expressed as a percentage of revenues, our gross margin decreased by 160 basis points to 34.6% in 2025, from 36.2% in 2024. Although gross profit grew in absolute terms due to increased revenues, the decline in gross margin was driven by a higher cost basis in key delivery geographies and foreign exchange fluctuations.
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These results were largely affected by a more cautionary outlook towards spending and customer-specific factors at some of our customers throughout the first half of the year.
Added
This includes the integration of AI technologies designed to enhance our scalability, operational efficiency and long-term competitiveness. Sales and Marketing Sales and marketing expenses represent spending associated with promoting and selling of our services.
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At the same time, during the fourth quarter of 2024, we managed to expand the vertical through both increased volume of services provided to existing customers, and new customers added organically and through acquisitions. As a result, the CPG and Manufacturing vertical represented 11.5% of total revenues during 2024, compared to 13.7% in 2023.
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While expenses increased $1.4 million in absolute terms, they decreased as a percentage of revenues to 7.3% compared to 8.2% in the prior year. This decrease reflects improved operating leverage, as revenue growth outpaced increases in sales-related costs, supported by optimization initiatives across sales and business-development functions.
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Our gross profit increased $13.9 million to $127.0 million in the year ended December 31, 2024 from $113.1 million during the year ended December 31, 2023. Expressed as a percentage of revenues, our gross margin remained flat during the years ended December 31, 2024 and 2023, reaching 36.2% in both periods.
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The difference in the tax provision was mainly attributable to an increase in pre-tax book income due to the change in fair value of contingent consideration payable that is not taxable.
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Our sales and marketing expenses were $28.6 million in the year ended December 31, 2024, an increase of $4.5 million, or 18.5%, from $24.2 million in 2023. Expressed as a percentage of revenues, our sales and marketing expenses were 8.2% and 7.7% during 2024 and 2023, respectively.
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We did not have any debt outstanding under the revolving credit facility at any balance sheet date presented.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeIn the year ended December 31, 2023: • a 10% decrease in the value of the Polish zloty against the U.S. dollar would have resulted in a $3.7 million increase in Grid Dynamics’ income from operations, while a 10% increase in the zloty’s value would have resulted in a $4.5 million decrease in income from operations. • a 10% decrease in the value of the Mexican pesos against the U.S. dollar would have resulted in a $1.3 million increase in Grid Dynamics’ income from operations, while a 10% increase in the pesos’ value would have resulted in a $1.6 million decrease in income from operations.
Biggest changeIn the year ended December 31, 2025: • a 10% decrease in the value of the Polish zloty against the U.S. dollar would have resulted in a $5.1 million increase in Grid Dynamics’ income from operations, while a 10% increase in the zloty’s value would have resulted in a $6.3 million decrease in income from operations. • a 10% decrease in the value of the Indian rupees against the U.S. dollar would have resulted in a $2.1 million increase in Grid Dynamics’ income from operations, while a 10% increase in the rupee’s value would have resulted in a $2.5 million decrease in income from operations • a 10% decrease in the value of the Mexican pesos against the U.S. dollar would have resulted in a $1.2 million increase in Grid Dynamics’ income from operations, while a 10% increase in the pesos’ value would have resulted in a $1.5 million decrease in income from operations. • a 10% decrease in the value of the Euro against the U.S. dollar would have resulted in a $0.9 million increase in Grid Dynamics’ income from operations, while a 10% increase in the Euro’s value would have resulted in a $1.1 million decrease in income from operations.
When and where possible, Grid Dynamics seeks to match expenses of each entity to currencies in which revenues are generated creating natural hedges. In future periods, Grid Dynamics may also become materially exposed to changes in the value of Serbian dinars and Moldovan leu against the U.S. dol lar, due to the recent acquisitions and continuous expansion of operations.
When and where possible, Grid Dynamics seeks to match expenses of each entity to currencies in which revenues are generated creating natural hedges. In future periods, Grid Dynamics may also become materially exposed to changes in the value of Argentinian pesos and Serbian dinars against the U.S. dol lar, due to the recent acquisitions and continuous expansion of operations.
We analyze sensitivity to the zloty and pesos separately because, in management’s experience, fluctuations in the value of these currencies against the U.S. dollar are frequently driven by distinct macroeconomic and geopolitical factors and have the largest effect on our results during the year ended December 31, 2024.
We analyze sensitivity to the zloty, rupees, euro, and pesos separately because, in management’s experience, fluctuations in the value of these currencies against the U.S. dollar are frequently driven by distinct macroeconomic and geopolitical factors and have the largest effect on our results during the year ended December 31, 2025.
For the year ended December 31, 2024, approximately 43.2% of Grid Dynamics’ $352.7 million of combined cost of revenue and total operating expenses were denominated in currencies other than the U.S. dollar.
For the year ended December 31, 2025, approximately 49.7% of Grid Dynamics’ $413.7 million of combined cost of revenue and total operating expenses were denominated in currencies other than the U.S. dollar.
In the year ended December 31, 2024: • a 10% decrease in the value of the Polish zloty against the U.S. dollar would have resulted in a $5.5 million increase in Grid Dynamics’ income from operations, while a 10% increase in the zloty’s value would have resulted in a $6.7 million decrease in income from operations. • a 10% decrease in the value of the Mexican pesos against the U.S. dollar would have resulted in a $1.3 million increase in Grid Dynamics’ income from operations, while a 10% increase in the pesos’ value would have resulted in a $1.6 million decrease in income from operations.
In the year ended December 31, 2024: • a 10% decrease in the value of the Polish zloty against the U.S. dollar would have resulted in a $5.5 million increase in Grid Dynamics’ income from operations, while a 10% increase in the zloty’s value would have resulted in a $6.7 million decrease in income from operations. • a 10% decrease in the value of the Indian rupees against the U.S. dollar would have resulted in a $1.4 million increase in Grid Dynamics’ income from operations, while a 10% increase in the rupee’s value would have resulted in a $1.8 million decrease in income from operations • a 10% decrease in the value of the Mexican pesos against the U.S. dollar would have resulted in a $1.3 million increase in Grid Dynamics’ income from operations, while a 10% increase in the pesos’ value would have resulted in a $1.6 million decrease in income from operations. 50 • a 10% decrease in the value of the Euro against the U.S. dollar would have resulted in a $1.0 million increase in Grid Dynamics’ income from operations, while a 10% increase in the Euro’s value would have resulted in a $1.2 million decrease in income from operations.
We use sensitivity analysis to determine the effects that foreign currency exchange rate fluctuations may have on our income from operations of our foreign subsidiaries where functional currency is different from the U.S. dollar. This sensitivity analysis represents the hypothetical changes in our consolidated income from operations and does not reflect our actual or expected results of operations.
This sensitivity analysis represents the hypothetical changes in our consolidated income from operations and does not reflect our actual or expected results of operations.
Comparatively, approximately 37.9% of Grid Dynamics’ $318.5 million of combined cost of revenue and total operating expenses were denominated in currencies other than the U.S. dollar in the year ended December 31, 2023.
Comparatively, approximately 43.2% of Grid Dynamics’ $352.7 million of combined cost of revenue and total operating expenses were denominated in currencies other than the U.S. dollar in the year ended December 31, 2024. We use sensitivity analysis to determine the effects that foreign currency exchange rate fluctuations may have on our income from operations of our foreign subsidiaries.
Removed
We do not currently hedge our foreign currency exposure, although we seek to minimize it by limiting cash transfers to amounts necessary to fund subsidiary operating expenses for a short period, typically one week. Our management may evaluate new hedging strategies in future periods. 48
Added
Grid Dynamics started to manage its exposure to foreign currency fluctuations by implementing a hedging program under which the Company enters into short-term foreign exchange forward contracts designed as cash flow hedges of forecasted transactions denominated in Polish zloty. These contracts generally mature during six months or less.
Added
As of December 31, 2025, all foreign exchange forward contracts are qualified for hedge accounting, with no collateral required to be posted. 51

Other GDYN 10-K year-over-year comparisons