Form 4: Director Nicolet Awarded GDYN Restricted Stock Units

GRID DYNAMICS HOLDINGS, INC. Director Patrick Nicolet received two grants of Restricted Stock Units totaling 12,499 shares, vesting over time.

Summary

• Patrick Nicolet, a Director of GRID DYNAMICS HOLDINGS, INC. (GDYN), acquired 12,499 shares of Common Stock in the form of Restricted Stock Units (RSUs) on December 23, 2025.
• The first grant consisted of 8,152 RSUs, which will vest 100% on December 23, 2026, contingent on continued service as a service provider through such date.
• The second grant consisted of 4,347 RSUs, which will vest one-quarter on March 23, 2026, and one-quarter on each three-month anniversary thereafter, contingent on continued service in the same Grid Dynamics Holdings, Inc. board of directors and (if applicable) board committee roles through each such date.
• The transaction price for these RSU grants was $0, which is typical for equity compensation awards.
• Following these transactions, Mr. Nicolet beneficially owns 32,831 shares of Common Stock (including these RSUs).

Sentiment

Score: 7

Explanation: The grant of Restricted Stock Units to a director is a positive for aligning management and shareholder interests, though it's a routine compensation event and not indicative of a major operational or financial shift.

Positives

• The grant of Restricted Stock Units (RSUs) to Director Patrick Nicolet aligns his interests with those of shareholders, as the value of his compensation is tied to the company's stock performance.
• The vesting schedules encourage long-term commitment and continued service from the director.

Negatives

• The RSUs do not have an immediate cash value and are subject to vesting conditions, meaning the director must continue service for the shares to be received.
• The grants represent a potential for minor dilution upon vesting as new shares may be issued.

Risks

• The vesting of the Restricted Stock Units is contingent upon the Reporting Person continuing as a service provider through the specified vesting dates.
• Future stock price fluctuations could impact the ultimate value of the vested shares.

Future Outlook

The future outlook for the granted RSUs is tied to the director's continued service and the company's stock performance until the specified vesting dates in 2026 and beyond.

Industry Context

The granting of Restricted Stock Units (RSUs) to directors is a common practice in the technology and professional services industry, including companies like GRID DYNAMICS HOLDINGS, INC. This method of compensation is widely used to attract and retain talent, align director incentives with long-term shareholder value, and conserve cash.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) for director compensation is a standard practice across the technology and consulting sectors, comparable to compensation structures seen at companies such as Accenture, EPAM Systems, and Globant.
• The vesting schedules, with a mix of cliff vesting (for the larger grant) and quarterly vesting (for the smaller grant), are typical for equity awards designed to ensure continued service and long-term commitment.
• The grant size for a non-executive director is within expected ranges for a company of Grid Dynamics' market capitalization, aiming to provide meaningful equity exposure without excessive dilution.

Corporate Governance

Related Party Transactions

• The acquisition of Restricted Stock Units by Director Patrick Nicolet from GRID DYNAMICS HOLDINGS, INC. constitutes a related party transaction, which is a standard form of director compensation and is disclosed as required by SEC regulations.

Stakeholder Impact

• Shareholders: The grants align the director's financial interests with long-term shareholder value creation, potentially leading to more focused strategic decisions.
• Employees: While not directly impacting employees, the compensation structure for directors can reflect the company's overall approach to equity incentives.

Next Steps

• Vesting of 8,152 RSUs on December 23, 2026, subject to continued service.
• First vesting of 1,086.75 RSUs (one-quarter of 4,347) on March 23, 2026, subject to continued service.
• Subsequent quarterly vesting of the remaining 4,347 RSUs on each three-month anniversary thereafter, subject to continued service.

Key Dates

Recommendation

This Form 4 filing details a routine equity compensation grant to a director and does not contain information that would warrant a change in investment recommendation. It is a standard disclosure for insider transactions.

Keywords

GRID DYNAMICS HOLDINGS, GDYN, Patrick Nicolet, Form 4, Restricted Stock Units, RSUs, Director Compensation, Equity Grant, Insider Transaction