What award triggered the tax-withholding share disposition for GDYN’s CEO?

The tax-withholding disposition was triggered by restricted stock units granted to the CEO on February 14, 2025. When these units were net settled, 1,024 shares of common stock were withheld by the company to satisfy associated tax withholding and remittance obligations.

Tax withholding share disposal by Grid Dynamics (NASDAQ: GDYN) CEO

Filing Impact

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Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

GRID DYNAMICS HOLDINGS, INC. disclosed an insider tax-related share disposition by its Chief Executive Officer, Leonard Livschitz. On February 14, 2026, 1,024 shares of common stock at $6.58 per share were withheld by the company to cover tax obligations tied to vested restricted stock units granted on February 14, 2025.

After this tax-withholding disposition, 11,836 shares of common stock are reported as indirectly owned through the reporting person’s spouse, and 3,427,464 shares are reported as directly owned by the CEO.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Livschitz Leonard

Role CHIEF EXECUTIVE OFFICER

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,024	$6.58	$7K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 11,836 shares (Indirect, See footnote); Common Stock — 3,427,464 shares (Direct)

Footnotes (1)

Represents shares that have been withheld by the Issuer to satisfy tax withholding and remittance obligations in connection with the net settlement of restricted stock units granted to the Reporting Person on February 14, 2025. The shares are held by the Reporting Person's spouse.

Form 4 Insider Transactions: What Each Field Means →

02/18/2026 - 05:25 PM

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^*

Livschitz Leonard

(Last)

(First)

(Middle)

C/O GRID DYNAMICS HOLDINGS, INC.

6101 BOLLINGER CANYON ROAD, SUITE 465

(Street)

SAN RAMON

94583

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GRID DYNAMICS HOLDINGS, INC. [ GDYN ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								3,427,464	D
Common Stock	02/14/2026		F		1,024⁽¹⁾	D	$6.58	11,836	I	See footnote⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares that have been withheld by the Issuer to satisfy tax withholding and remittance obligations in connection with the net settlement of restricted stock units granted to the Reporting Person on February 14, 2025.

2. The shares are held by the Reporting Person's spouse.

	/s/Anil Doradla, by power of attorney	02/18/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did GRID DYNAMICS (GDYN) report for its CEO?

GRID DYNAMICS reported a tax-related share disposition for its CEO, Leonard Livschitz. The company withheld 1,024 common shares to satisfy tax obligations arising from the net settlement of restricted stock units that vested from a grant dated February 14, 2025.

Was the GDYN CEO’s Form 4 transaction an open-market sale of shares?

No, the GDYN CEO’s transaction was not an open-market sale. The 1,024 shares were withheld by the company to cover tax withholding and remittance obligations linked to vested restricted stock units, categorized as a tax-withholding disposition under transaction code F.

At what price were the GRID DYNAMICS shares withheld for the CEO’s taxes?

The shares withheld for the CEO’s tax obligations were valued at $6.58 per share. This price applies to the 1,024 common shares used to satisfy tax withholding in connection with the net settlement of restricted stock units granted on February 14, 2025.

How many GRID DYNAMICS shares does the CEO report owning after this transaction?

Following the transaction, the CEO reports 11,836 shares indirectly owned through his spouse and 3,427,464 shares directly owned. These figures reflect holdings after the 1,024-share tax-withholding disposition related to the vesting of restricted stock units on February 14, 2026.

How are the indirectly owned GRID DYNAMICS shares of the CEO held?

The indirectly owned GRID DYNAMICS shares are held by the CEO’s spouse. Footnotes specify that these shares are in the spouse’s name, while 11,836 shares remain reported as indirectly owned following the tax-withholding disposition of 1,024 shares of common stock.