EPAM Systems (EPAM) chair exercises 41,026 options with net share settlement

Rhea-AI Filing Summary

EPAM Systems Executive Chairman Arkadiy Dobkin exercised employee stock options covering 41,026 shares of EPAM common stock at an exercise price of $70.52 per share. The options were automatically exercised on a net share settlement basis immediately before their expiration, in line with their terms.

To cover the aggregate exercise price and related federal, state and local tax withholding, 30,082 shares were withheld at a price of $133.26 per share, leaving Dobkin with 10,944 net shares from the transaction. Following these transactions, he directly owns 1,333,765 shares of EPAM common stock. No open-market purchases or sales were reported.

Insider Trade Summary

41,026 shares exercised/converted

Mixed 3 txns

Insider Dobkin Arkadiy

Role Executive Chairman

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (right to buy)	41,026	$0.00	--
Exercise	EPAM Common Stock	41,026	$70.52	$2.89M
Tax Withholding	EPAM Common Stock	30,082	$133.26	$4.01M

Holdings After Transaction: Employee Stock Option (right to buy) — 0 shares (Direct); EPAM Common Stock — 1,363,847 shares (Direct)

Footnotes (1)

1. The stock option was automatically exercised on a net share settlement basis immediately before its expiration, in accordance with its terms. The Company delivered to the reporting person the number of shares underlying the stock option less the number of shares having a Fair Market Value on the date of such exercise equal to (i) the aggregate exercise price for the stock option and (ii) the amount necessary to satisfy any federal, state and local withholding taxes related to such exercise. The option became exercisable as to 25% of the shares on each of March 25, 2017, 2018, 2019 and 2020.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dobkin Arkadiy

(Last) (First) (Middle)

41 UNIVERSITY DRIVE, SUITE 202

(Street)

NEWTOWN PENNSYLVANIA 18940

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
EPAM Systems, Inc. [ EPAM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
EPAM Common Stock	03/25/2026		M(1)		41,026	A	$70.52	1,363,847	D
EPAM Common Stock	03/25/2026		F(1)		30,082	D	$133.26	1,333,765	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$70.52	03/25/2026		M(1)			41,026	(2)	03/25/2026	EPAM Common Stock	41,026	$0	0	D

Explanation of Responses:

1. The stock option was automatically exercised on a net share settlement basis immediately before its expiration, in accordance with its terms. The Company delivered to the reporting person the number of shares underlying the stock option less the number of shares having a Fair Market Value on the date of such exercise equal to (i) the aggregate exercise price for the stock option and (ii) the amount necessary to satisfy any federal, state and local withholding taxes related to such exercise.

2. The option became exercisable as to 25% of the shares on each of March 25, 2017, 2018, 2019 and 2020.

Remarks:

	/s/ Kate Pytlewski as Attorney-in-Fact	03/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did EPAM (EPAM) Executive Chairman Arkadiy Dobkin report in this Form 4?

Arkadiy Dobkin reported an automatic exercise of employee stock options for 41,026 EPAM shares. The transaction used net share settlement, meaning part of the shares were withheld to pay the exercise price and related tax obligations instead of using cash.

How many EPAM shares did Arkadiy Dobkin effectively receive from the option exercise?

Dobkin effectively received 10,944 EPAM shares from the option exercise. He exercised options for 41,026 shares and 30,082 shares were withheld to cover the aggregate exercise price and tax liabilities, resulting in a smaller net share delivery to him.

Were any of Arkadiy Dobkin’s EPAM transactions open-market sales or purchases?

No, the reported EPAM transactions were not open-market sales or purchases. They consisted of an option exercise and shares withheld for taxes and exercise costs, which are administrative events rather than discretionary trading in the open market.

What is Arkadiy Dobkin’s EPAM Systems share ownership after these transactions?

After these transactions, Arkadiy Dobkin directly owns 1,333,765 shares of EPAM common stock. This figure reflects the net shares received from the option exercise after share withholding for exercise costs and tax obligations, as shown in the reported holdings data.

How were taxes and exercise costs handled in Dobkin’s EPAM option exercise?

Taxes and exercise costs were satisfied through share withholding rather than cash. EPAM withheld 30,082 shares, valued at $133.26 per share, to cover the aggregate exercise price and required federal, state and local withholding taxes linked to the option exercise.

What were the key terms of the EPAM stock option exercised by Arkadiy Dobkin?

The EPAM stock option had an exercise price of $70.52 per share and covered 41,026 shares. It became exercisable in four 25% tranches on March 25 of 2017, 2018, 2019 and 2020, and was automatically exercised on a net settlement basis just before expiration.