GRID DYNAMICS HOLDINGS, INC.
For the period ended Dec 23, 2025. Filed Nov 10, 2025.
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Dec 23, 2025 · Filed Nov 10, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(A)
of the Securities Exchange Act Of 1934
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(4) and 0-11
GRID DYNAMICS HOLDINGS, INC.
Dear Stockholder:
We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Grid Dynamics Holdings, Inc. (“Grid Dynamics” or “the Company”), to be held on Tuesday, December 23, 2025, at 7:30 a.m., Pacific Time. The Annual Meeting will be conducted virtually via live audio webcast. You will be able to vote and submit your questions during the meeting by visitingwww.virtualshareholdermeeting.com/GDYN2025 (please have your notice or proxy card in hand when you visit the website).
The attached Notice of Annual Meeting of Stockholders and Proxy Statement contain details of the business to be conducted at the Annual Meeting.
Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by phone or by mail.
On behalf of the Company’s Board of Directors, we would like to express our appreciation for your support of and interest in Grid Dynamics.
Sincerely,
| | /s/ Lloyd Carney Lloyd Carney Chairman of the Board of Directors | | | | | | /s/ Leonard Livschitz Leonard Livschitz Chief Executive Officer and Director | |
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| | Time and Date | | | December 23, 2025, at 7:30 a.m., Pacific Time | |
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| | Place | | | The Annual Meeting will be a completely virtual audio meeting of stockholders, to be conducted via live audio webcast. You will be able to attend the virtual Annual Meeting and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/GDYN2025. | |
| | Items of Business | | | • To elect three Class III directors to hold office until the 2028 annual meeting of stockholders or until their successors are elected and qualified, subject to their earlier death, resignation or removal. • To ratify the selection of Grant Thornton LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025. • To conduct a non-binding advisory vote on the compensation of our named executive officers. • To approve an amendment to the Grid Dynamics Holdings, Inc. 2020 Equity Incentive Plan to increase the number of shares authorized for issuance under the Plan by 3,500,000 shares. • To transact such other business that may properly come before the Annual Meeting or any adjournment thereof. | |
| | Record Date | | | November 4, 2025 (the “Record Date”). Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting. | |
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the virtual Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions for each of these voting options, please refer to the proxy card. Returning the proxy does not deprive you of your right to attend the virtual Annual Meeting and to vote your shares at the Annual Meeting. The Proxy Statement explains proxy voting and the matters to be voted on in more detail.
Important Notice Regarding the Availability of Proxy Materials for the Virtual Annual Meeting to be Held on December 23, 2025. Our proxy materials, including the Proxy Statement and Annual Report to Stockholders, are being made available on or about November 10, 2025 at the following website: http://www.proxyvote.com, as well as on our investor relations webpage athttps://ir.griddynamics.com/investor-relations.html in the“Financial Information” section under“SEC Filings.” We are providing access to our proxy materials over the Internet under the rules adopted by the U.S. Securities and Exchange Commission.
By Order of the Board of Directors,
/s/ Anil Doradla
Anil Doradla
Chief Financial Officer and Secretary
San Ramon, California
November 10, 2025
Your vote is important. To vote your shares, please follow the instructions in the Notice of Internet Availability of Proxy Materials, which is being mailed to you on or about November 10, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.