2025 Long-Term Incentive Plan — On May 22, 2025, the Company's stockholders approved the EPAM Systems, Inc. 2025 Long Term Incentive Plan (the “2025 Plan”) to be used to issue equity grants to Company personnel. The 2025 Plan is a new plan that replaced the EPAM Systems, Inc. 2015 Long Term Incentive Plan (the “2015 Plan”). The 2025 Plan reserves up to 1,585,970 shares of the Company’s common stock for issuance, plus any shares subject to outstanding awards granted under the 2015 Plan and any predecessor plans that return to the share pool as a result of cancellation or forfeiture. The 2025 Plan will expire 10 years after the approval date and is administered by the Compensation Committee of the Company’s Board of Directors.

The table below summarizes activity related to the Company’s equity-classified and liability-classified service-based awards for the three months ended March 31, 2026:


	Equity-Classified Equity-Settled Restricted Stock Units			Liability-Classified Cash-Settled Restricted Stock Units
	Number of Shares	Weighted Average Grant Date Fair Value Per Share		Number of Shares	Weighted Average Grant Date Fair Value Per Share
Unvested service-based awards outstanding at January 1, 2026	1,467	$	230.75	106	$	238.64
Awards granted	1,114	$	137.30	83	$	137.14
Awards modified	(5)	$	224.44	5	$	141.00
Awards vested	(435)	$	245.19	(42)	$	250.04
Awards forfeited/cancelled	(21)	$	223.24	(1)	$	244.80
Unvested service-based awards outstanding at March 31, 2026	2,120	$	178.76	151	$	176.97

As of March 31, 2026, $301.7 million of total remaining unrecognized stock-based compensation cost related to service-based equity-classified restricted stock units (“RSUs”), net of estimated forfeitures, is expected to be recognized over the weighted-average remaining requisite service period of 2.9 years.

As of March 31, 2026, $17.2 million of total remaining unrecognized stock-based compensation cost related to service-based liability-classified cash-settled RSUs, net of estimated forfeitures, is expected to be recognized over the weighted-average remaining requisite service period of 3.3 years.

The liability associated with the service-based liability-classified RSUs as of March 31, 2026 and December 31, 2025, was $0.6 million and $5.7 million, respectively, and was classified as accrued compensation and benefits expenses in the condensed consolidated balance sheets.

The table below summarizes activity related to the Company’s performance-based awards for the three months ended March 31, 2026:


	Equity-Classified Equity-Settled Restricted Stock Units
		Number of Shares	Weighted Average Grant Date Fair Value Per Share
Unvested performance-based awards outstanding at January 1, 2026		138	$	240.97
Awards granted		122	$	127.45
Awards vested		(4)	$	269.87
Awards forfeited/cancelled		(15)	$	231.48
Unvested performance-based awards outstanding at March 31, 2026		241	$	183.76

As of March 31, 2026, $26.2 million of total remaining unrecognized stock-based compensation cost related to performance-based equity-classified RSUs is expected to be recognized over the weighted-average remaining requisite service period of 1.9 years.

The majority of the Company’s performance-based equity-classified RSU awards are granted to its named executive officers and certain other members of senior management. These awards vest after 3 years, contingent on meeting certain financial performance targets, market conditions and continued service conditions. The financial performance targets are set by the Compensation Committee of the Board of Directors at the beginning of each year. For the portion of the awards subject to market conditions, fair value was determined using a Monte Carlo valuation model. The portion of the awards associated with financial performance in future years for which the financial performance targets have not yet been determined are not considered granted for accounting purposes.

As of March 31, 2026, the Company has issued 115 thousand performance-based equity-classified RSUs which are not considered granted for accounting purposes as the future vesting conditions have not yet been determined and these awards are not reflected in the table above.


	Number of Options	Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term (in years)
Options outstanding at January 1, 2026	701	$	212.59

Options exercised	(56)	$	72.37

Options expired	(8)	$	296.62
Options outstanding at March 31, 2026	637	$	223.77	$	5,872	4.5

Options vested and exercisable as of March 31, 2026	580	$	216.40	$	5,872	4.2
Options expected to vest as of March 31, 2026	55	$	298.55	$	—	7.5

As of March 31, 2026, $4.7 million of total remaining unrecognized stock-based compensation cost related to unvested stock options, net of estimated forfeitures, is expected to be recognized over the weighted-average remaining requisite service period of 1.6 years.

The 2021 Employee Stock Purchase Plan (“ESPP”) enables eligible employees to purchase shares of EPAM’s common stock at a discount at the end of each designated offering period, which occurs every six months ending April 30th and October 31st. The purchase price is equal to 85% of the fair market value of a share of EPAM’s common stock on the first date of an offering or the date of purchase, whichever is lower. During the three months ended March 31, 2026 and 2025, no purchases of common stock have been made under the ESPP.

The Company recognizes compensation expense related to share issuances pursuant to the ESPP on a straight-line basis over the six-month offering period. For the three months ended March 31, 2026, the Company recognized $2.2 million of stock-based compensation expense related to the ESPP. For the three months ended March 31, 2025, the Company recognized $2.5 million of stock-based compensation expense related to the ESPP. As of March 31, 2026, total unrecognized stock-based compensation cost related to the ESPP was $0.7 million, which is expected to be recognized over a period of 0.1 years.

On October 16, 2025, the Board of Directors authorized a share repurchase program (the “2025 Repurchase Program”) for up to $1,000 million of the Company’s outstanding common stock. The Company may repurchase shares of its common stock on a discretionary basis from time to time through open-market purchases, privately negotiated transactions or other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The timing and total amount of stock repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. The share repurchase program has a term of 24 months, may be suspended or discontinued at any time, and does not obligate the Company to acquire any amount of common stock. Prior to the authorization of the 2025 Repurchase Program, the Company repurchased common stock under the 2024 Repurchase Program and exhausted the $500 million authorized under that program as of September 30, 2025.

On March 4, 2026, the Company entered into a $300 million Accelerated Share Repurchase Agreement (the “ASR”) with Morgan Stanley & Co. LLC (“Morgan Stanley”). The ASR was consummated under the 2025 Repurchase Program. Under the terms of the ASR, the Company made a payment of $300 million to Morgan Stanley on March 4, 2026 and received from Morgan Stanley an initial delivery of 1,703 thousand shares of its common stock, or $240 million worth based on the closing price on March 4, 2026. During the three months ended March 31, 2026, the shares in the initial delivery were retired and recorded as a reduction of retained earnings and the remaining $60 million was recorded as a reduction of additional paid-in capital. Final settlement of the ASR occurred on April 17, 2026, when Morgan Stanley delivered 537 thousand additional shares of the Company’s common stock. All shares repurchased under the ASR were immediately retired upon receipt by the Company. The final number of shares repurchased was based on the volume-weighted average price of the Company’s common stock during the term of the ASR, less a discount pursuant to the terms and conditions of the ASR.

In addition to the ASR, the Company repurchased 132 thousand shares of its common stock during the three months ended March 31, 2026, resulting in a total of 1,835 thousand shares repurchased during the quarter valued at $264.0 million. During the three months ended March 31, 2025, the Company repurchased a total of 796 thousand shares of its common stock for $160.0 million in cash. All of the repurchased shares have been retired.