UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 26, 2026, the Board of Directors (the “Board”) of Grid Dynamics Holdings, Inc. (the “Company”) adopted the Amended and Restated By-Laws, which became effective upon adoption. Among other things, the changes effected by the Amended and Restated By-Laws:
| · | Enhance certain timing and procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including by requiring additional background information and disclosures regarding proposing stockholders, proposed director nominees and business, and other persons related to the stockholder’s solicitation of proxies; and | |
| · | Require any stockholder nominees to provide certain background information regarding any voting or compensation arrangements, securities ownership, and potential conflicts of interest, and representations regarding compliance with the Company’s policies and guidelines and, if elected, such nominee’s intent to serve the entire term, as well as agreeing to provide such other information that the Company may require to assess such stockholder nominee’s independence and compliance with applicable laws, rules and regulations. |
The Amended and Restated By-Laws also include certain technical, conforming, modernizing and clarifying changes, including with respect to conduct at, and the organization of, meetings of stockholders.
The foregoing summary does not purport to be complete and is subject to, and qualified in its entirety, by the full text of the Amended and Restated By-Laws, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number |
Description | |
| 3.1 | Amended and Restated By-Laws of Grid Dynamics Holdings, Inc., as amended and restated as of February 26, 2026. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 27, 2026
| GRID DYNAMICS HOLDINGS, INC. | ||
| By: | /s/ Anil Doradla | |
| Name: | Anil Doradla | |
| Title: | Chief Financial Officer | |