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0001743725FALSE00017437252026-07-302026-07-30

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 30, 2026
GRID DYNAMICS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-38685 83-0632724
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
6101 Bollinger Canyon Road, Suite 465
San Ramon, CA 94583
(Address of principal executive offices)
Registrant’s telephone number, including area code: (650) 523-5000
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.0001 per share GDYN The NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 2.02. Results of Operations and Financial Condition.
On July 30, 2026, Grid Dynamics Holdings, Inc. issued a press release announcing its results for the quarter ended June 30, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Current Report on Form 8-K and the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by reference in such filing.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
Exhibit No. Document
99.1
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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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: July 30, 2026
 GRID DYNAMICS HOLDINGS, INC.
By: /s/ Anil Doradla
Name: Anil Doradla
Title: Chief Financial Officer
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EX-99.1 2 grid-20260630xex991.htm EX-99.1 Document

Exhibit 99.1
Grid Dynamics Reports Second Quarter 2026 Financial Results
Revenues of $108.2 million and Record AI Revenues of 30.7%
San Ramon, Calif. — July 30, 2026 – Grid Dynamics Holdings, Inc. (Nasdaq: GDYN) (“Grid Dynamics” or the “Company”), a leader in enterprise-level AI and digital transformation, today announced results for the quarter ended June 30, 2026.

Second Quarter 2026 Revenues Performance
We are pleased to report second quarter 2026 revenues of $108.2 million, slightly above the high end of our guidance range of $106.0 million to $108.0 million that we provided in April 2026.
Our Technology, Media and Telecom (“TMT”) vertical was our principal growth driver, representing 31.8% of the second quarter revenues. TMT revenues increased 36.4% year-over-year, and 11.7% sequentially, driven by strong demand from our largest technology customers. Retail remained our second-largest vertical, contributing 26.5% of total revenues for the second quarter of 2026 driven by robust demand from key accounts. The Finance vertical contributed 22.9% of the second quarter revenues, supported by ongoing demand from our financial services engagements. Our Consumer Packaged Goods (“CPG”) and Manufacturing vertical represented 10.9% of quarterly revenues and increased 2.1% sequentially. Lastly, the Healthcare and Pharma, and Other verticals contributed 1.9% and 6.0% of the total second quarter revenues, respectively.
“We delivered another solid quarter. Revenue came in above the high end of our guidance range. AI revenue crossed 30% of total company revenue for the first time and grew over 50% year-over-year for a second consecutive quarter. Our AI-based GAIN platforms are winning wider enterprise adoption as clients transition enterprise AI workloads from pilots to production. Our top accounts continue to drive our growth. Several of them delivered double-digit quarter-over-quarter growth. Additionally, Technology and Financial services verticals now define our most strategic customer relationships. These are precisely the sectors where AI adoption is moving the fastest and where our capabilities are the most differentiated. We also strengthened our Physical AI capabilities with the addition of Ekumen, giving us end-to-end depth from robotics software through enterprise-scale deployment.
Margin expansion continues to be a top priority. Productivity gains from AI-Native Delivery are showing up in our results. So is disciplined cost-control execution. Our second quarter performance, and our third quarter outlook, confirm we are on track to deliver our 300 basis point margin commitment,” said Leonard Livschitz, Chief Executive Officer.
Second Quarter 2026 Financial Highlights
•Total revenues were $108.2 million, up 3.9% on a sequential and 7.0% on a year-over-year basis.
•GAAP gross profit was $39.6 million, or 36.6% of revenues, compared to $34.5 million, or 34.1% of revenues, in the second quarter of 2025.
•Non-GAAP gross profit was $40.0 million, or 36.9% of revenues, compared to $35.1 million, or 34.7% of revenues, in the second quarter of 2025.
•GAAP net income was $2.9 million, or $0.03 per share, based on 83.0 million diluted weighted-average common shares outstanding in the second quarter of 2026, compared to $5.3 million, or $0.06 per share, based on 86.4 million diluted weighted-average common shares outstanding, in the second quarter of 2025.
•Non-GAAP net income was $9.0 million, or $0.11 per diluted share, based on 83.0 million diluted weighted-average common shares outstanding in the second quarter of 2026, compared to $8.3 million, or $0.10 per diluted share, based on 86.4 million diluted weighted-average common shares outstanding, in the second quarter of 2025.
•Non-GAAP EBITDA (earnings before interest, taxes, depreciation, amortization, other income and expenses, fair value adjustments, stock-based compensation, transaction and transformation-related costs, and restructuring costs as well as geographic reorganization expenses), a non-GAAP metric, was $14.7 million, compared to $12.7 million in the second quarter of 2025.


See “Non-GAAP Financial Measures” and “Reconciliation of Non-GAAP Information” below for a discussion of our non-GAAP measures.
Cash Flow and Other Metrics
•Cash provided by operating activities was $14.5 million for the six months ended June 30, 2026, compared to $23.7 million for the six months ended June 30, 2025.
•Cash and cash equivalents totaled $298.4 million as of June 30, 2026, compared to $342.1 million as of December 31, 2025.
•Total headcount was 4,838 as of June 30, 2026, compared with 5,013 as of June 30, 2025.

Financial Outlook
Third Quarter
•The Company expects revenues in the third quarter of 2026 to be in the range of $112.0 to $114.0 million.
•Non-GAAP EBITDA in the third quarter of 2026 is expected to be between $16.5 and $17.5 million.
•For the third quarter of 2026, we expect our basic share count to be in the 81 - 82 million range and diluted share count to be in the 83 - 84 million range.
Full Year
•The Company expects full-year 2026 revenues to be in the range of $435.0 to $465.0 million.
Grid Dynamics is not able, at this time, to provide GAAP targets for net income/(loss) for the third quarter of 2026 because of the difficulty of estimating certain items excluded from Non-GAAP EBITDA that cannot be reasonably predicted, such as interest income, taxes, other income/(expenses), fair-value adjustments, geographic reorganization expenses, restructuring expenses, transaction-related costs and charges related to stock-based compensation expense. The effect of these excluded items may be significant.
Conference Call and Webcast
Grid Dynamics will host a video conference call at 4:30 p.m. ET on Thursday, July 30, 2026 to discuss its second quarter financial results. Investors and other interested parties can access a webcast of the video conference call on the Investor Relations section of the Company’s website at https://www.griddynamics.com/investors.
A replay will also be available after the call at https://www.griddynamics.com/investors with the passcode $Q2@2026.
About Grid Dynamics
Grid Dynamics (Nasdaq: GDYN) is a premier AI transformation partner for the Fortune 1000. We combine deep AI expertise with proven enterprise-scale delivery to help clients identify where to invest in AI, build systems that work at scale, and capture real business value from AI deployments. A key differentiator for Grid Dynamics is our nearly two decades of technology leadership and pioneering enterprise AI expertise. Founded in 2006, Grid Dynamics is headquartered in Silicon Valley with offices across the Americas, Europe, and India.

To learn more about Grid Dynamics, please visit https://www.griddynamics.com. Follow us on LinkedIn.
Non-GAAP Financial Measures
To supplement the financial measures presented in this Grid Dynamics press release in accordance with generally accepted accounting principles in the United States (“GAAP”), the Company also presents non-GAAP measures of financial performance.
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A “non-GAAP financial measure” refers to a numerical measure of Grid Dynamics historical or future financial performance or financial position that is included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP. Grid Dynamics provides certain non-GAAP measures as additional information relating to its operating results as a complement to results provided in accordance with GAAP. The non-GAAP financial information presented herein should be considered in conjunction with, and not as a substitute for or superior to, the financial information presented in accordance with GAAP and should not be considered a measure of liquidity and profitability.
Grid Dynamics has included these non-GAAP financial measures because they are financial measures used by Grid Dynamics’ management to evaluate Grid Dynamics’ core operating performance and trends, to make strategic decisions regarding the allocation of capital and new investments and are among the factors analyzed in making performance-based compensation decisions for key personnel.
Grid Dynamics believes the use of non-GAAP financial measures, as a supplement to GAAP measures, is useful to investors in that they eliminate items that are either not part of core operations or do not require a cash outlay, such as stock-based compensation expense. Grid Dynamics believes these non-GAAP measures provide investors and other users of its financial information consistency and comparability with its past financial performance and facilitate period to period comparisons of operations. Grid Dynamics believes these non-GAAP measures are useful in evaluating its operating performance compared to that of other companies in its industry, as they generally eliminate the effects of certain items that may vary for different companies for reasons unrelated to overall operating performance.
There are significant limitations associated with the use of non-GAAP financial measures. Further, these measures may differ from the non-GAAP information, even where similarly titled, used by other companies and therefore should not be used to compare our performance to that of other companies. Grid Dynamics compensates for these limitations by providing investors and other users of its financial information a reconciliation of non-GAAP measures to the related GAAP financial measures. Grid Dynamics encourages investors and others to review its financial information in its entirety, not to rely on any single financial measure, and to view its non-GAAP measures in conjunction with GAAP financial measures. Please see the reconciliation of non-GAAP financial measures to the most directly comparable GAAP measures attached to this release.
Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are not historical facts, and involve risks and uncertainties that could cause actual results of Grid Dynamics to differ materially from those expected and projected. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include, without limitation, the quotations of management, the section titled “Financial Outlook,” and statements concerning Grid Dynamics’s expectations with respect to future performance, particularly in light of the macroeconomic and geopolitical environment, including the Russian invasion of Ukraine.
Factors that may cause such differences include, but are not limited to: (i) Grid Dynamics operates in a rapidly evolving industry, which makes it difficult to evaluate future prospects and may increase the risk that it will not continue to be successful; (ii) Grid Dynamics may be unable to effectively manage its growth or achieve anticipated growth, particularly as it expands into new geographies, which could place significant strain on Grid Dynamics’ management personnel, systems and resources; (iii) Grid Dynamics’ revenues are highly dependent on a limited number of clients and industries, and any decrease in demand for outsourced services in these industries, or in general as a result of artificial intelligence (“AI”) or other technologies, may reduce Grid Dynamics’ revenues and adversely affect Grid Dynamics’ business, financial condition and results of operations; (iv) macroeconomic conditions, inflationary pressures, the risk of recession, the impact of tariffs and other factors impacting world trade, and the geopolitical climate, including the Russian invasion of Ukraine and the conflict with Iran, have and may continue to materially adversely affect our stock price, business operations, overall financial performance and growth prospects; (v) Grid Dynamics’ revenues are highly dependent on clients primarily located in the United States, and any economic downturn in the United States or in other parts of the world, including Europe or disruptions in the credit markets may have a material adverse effect on Grid Dynamics’ business, financial condition and results of operations; (vi) Grid Dynamics faces intense and increasing competition; (vii) Grid Dynamics’ failure to successfully attract, hire, develop, motivate and retain highly skilled personnel could materially adversely affect Grid Dynamics’ business, financial condition and results of operations; (viii) failure to adapt to rapidly changing technologies, methodologies and evolving industry standards, including those relating to AI, may have a material adverse effect on Grid Dynamics’ business, financial condition and results of operations; (ix) issues relating to the use of AI technologies may result in reputational harm or liability, (x) security breaches
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and other incidents could expose us to liability and cause our business and reputation to suffer; (xi) failure to successfully deliver contracted services or causing disruptions to clients’ businesses may have a material adverse effect on Grid Dynamics’ reputation, business, financial condition and results of operations; (xii) risks and costs related to acquiring and integrating other companies; (xiii) risks relating to the global regulatory environment as well as legal proceedings and other claims, (xiv) risks related to the new and rapidly challenging AI business and (xv) other risks and uncertainties indicated in Grid Dynamics filings with the SEC.
Grid Dynamics cautions that the foregoing list of factors is not exclusive. Grid Dynamics cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Grid Dynamics does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. Further information about factors that could materially affect Grid Dynamics, including its results of operations and financial condition, is set forth under the “Risk Factors” section of the Company’s annual report on Form 10-K filed March 5, 2026 and in other periodic filings Grid Dynamics makes with the SEC.
Contacts
Grid Dynamics Investor Relations:
investorrelations@griddynamics.com
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Schedule 1:
GRID DYNAMICS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Unaudited
(In thousands, except per share data)
Three Months Ended
June 30,		 Six Months Ended
June 30,
2026 2025 2026 2025
Revenues $ 108,164  $ 101,095  $ 212,264  $ 201,510 
Cost of revenues 68,545  66,592  136,413  130,010 
Gross profit 39,619  34,503  75,851  71,500 
Operating expenses
Engineering, research, and development 6,423  6,744  12,502  13,230 
Sales and marketing 7,122  7,116  14,816  15,373 
General and administrative 24,798  20,766  50,938  45,057 
Total operating expenses 38,343  34,626  78,256  73,660 
Income/(loss) from operations 1,276  (123) (2,405) (2,160)
Other income, net
 3,187  7,424  6,428  11,930 
Income before income taxes 4,463  7,301  4,023  9,770 
Provision for income taxes 1,611  2,028  2,644  1,585 
Net income $ 2,852  $ 5,273  $ 1,379  $ 8,185 
Income per share
Basic $ 0.03  $ 0.06  $ 0.02  $ 0.10 
Diluted $ 0.03  $ 0.06  $ 0.02  $ 0.09 
Weighted average shares outstanding
Basic 82,283  84,578  83,475  84,352 
Diluted 83,024  86,447  84,453  87,166 
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Schedule 2:
GRID DYNAMICS HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
(In thousands, except per share data)
As of
June 30,
2026		 December 31,
2025
Assets
Current assets
Cash and cash equivalents
 $ 298,429  $ 342,058 
Trade receivables, net of allowance of $4,471 and $3,721 as of June 30, 2026 and December 31, 2025, respectively
 95,562  79,485 
Prepaid expenses and other current assets
 16,312  17,987 
Total current assets
 410,303  439,530 
Property and equipment, net
 17,835  17,666 
Operating lease right-of-use assets, net 15,946  16,383 
Intangible assets, net
 48,831  41,608 
Goodwill 91,729  84,364 
Deferred tax assets 9,793  8,865 
Other noncurrent assets 5,931  4,474 
Total assets
 $ 600,368  $ 612,890 
Liabilities and equity
Current liabilities
Accounts payable
 $ 5,152  $ 3,698 
Accrued compensation and benefits
 30,035  25,555 
Operating lease liabilities, current 5,505  6,253 
Accrued expenses and other current liabilities 16,169  16,608 
Total current liabilities
 56,861  52,114 
Deferred tax liabilities
 10,452  7,920 
Operating lease liabilities, noncurrent 11,203  10,783 
Contingent consideration payable, noncurrent 1,587  — 
Other noncurrent liabilities 340  — 
Total liabilities
 $ 80,443  $ 70,817 
Stockholders’ equity
Common stock, $0.0001 par value; 110,000 shares authorized; 85,680 and 84,843 issued, 81,074 and 84,642 outstanding, as of June 30, 2026 and December 31, 2025, respectively
 $ 9  $ 8 
Additional paid-in capital
 553,789  545,188 
Accumulated deficit (798) (2,177)
Treasury stock (30,754) (2,000)
Accumulated other comprehensive income/(loss)
 (2,321) 1,054 
Total stockholders’ equity
 $ 519,925  $ 542,073 
Total liabilities and stockholders’ equity
 $ 600,368  $ 612,890 
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Schedule 3:
GRID DYNAMICS HOLDINGS, INC.
RECONCILIATION OF NON-GAAP INFORMATION
Unaudited
(In thousands, except per share data)
Three Months Ended
June 30,		 Six Months Ended
June 30,
2026 2025 2026 2025
Revenues
 $ 108,164  $ 101,095  $ 212,264  $ 201,510 
Cost of revenues
 68,545  66,592  136,413  130,010 
GAAP gross profit 39,619  34,503  75,851  71,500 
Stock-based compensation 333  564  843  1,134 
Non-GAAP gross profit $ 39,952  $ 35,067  $ 76,694  $ 72,634 
Three Months Ended
June 30,		 Six Months Ended
June 30,
2026 2025 2026 2025
GAAP net income
 $ 2,852  $ 5,273  $ 1,379  $ 8,185 
Adjusted for:
Depreciation and amortization 5,269  4,900  10,472  9,619 
Provision for income taxes 1,611  2,028  2,644  1,585 
Stock-based compensation 4,429  6,717  12,883  17,460 
Transaction and transformation-related costs(1)
761  323  1,287  761 
Geographic reorganization(2)
351  467  712  811 
Restructuring costs(3)
2,638  461  4,293  863 
Interest and other income, net (4)
(3,187) (7,424) (6,428) (11,930)
Non-GAAP EBITDA $ 14,724  $ 12,745  $ 27,242  $ 27,354 
__________________________
(1)Transaction and transformation-related costs include, when applicable, external deal costs, transaction-related professional fees, transaction-related retention bonuses, which are allocated proportionally across cost of revenues, engineering, research and development, sales and marketing and general and administrative expenses as well as other transaction-related costs including integration expenses consisting of outside professional and consulting services.
(2)Geographic reorganization includes expenses connected with military actions of Russia against Ukraine and the exit plan announced by the Company and includes travel and relocation-related expenses of employees from the aforementioned countries, severance payments, allowances as well as legal and professional fees related to geographic repositioning in various locations. These expenses are incremental to those expenses incurred prior to the crisis, clearly separable from normal operations, and not expected to recur once the crisis has subsided and operations return to normal.
(3)Our restructuring costs include severance benefits and related employer taxes, as well as facility-related exit costs. These charges are presented within general and administrative expenses in the Company’s unaudited condensed consolidated statements of income.
(4)Interest and other income, net consist primarily of gains and losses on foreign currency transactions, fair value adjustments, interest on cash held at banks and returns on investments in money-market funds, and other miscellaneous non-operating expenses.

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Three Months Ended
June 30,		 Six Months Ended
June 30,
2026 2025 2026 2025
GAAP net income
 $ 2,852  $ 5,273  $ 1,379  $ 8,185 
Adjusted for:
Stock-based compensation 4,429  6,717  12,883  17,460 
Transaction and transformation-related costs (1)
761  323  1,287  761 
Geographic reorganization (2)
351  467  712  811 
Restructuring costs(3)
2,638  461  4,293  863 
Other income, net(4)
(862) (4,357) (1,553) (5,658)
Tax impact of non-GAAP adjustments(5)
(1,216) (591) (2,551) (4,177)
Non-GAAP net income
 $ 8,953  $ 8,293  $ 16,450  $ 18,245 
Number of shares used in the GAAP diluted EPS
 83,024  86,447  84,453  87,166 
GAAP diluted EPS
 $ 0.03  $ 0.06  $ 0.02  $ 0.09 
Number of shares used in the non-GAAP diluted EPS 83,024  86,447  84,453  87,166 
Non-GAAP diluted EPS
 $ 0.11  $ 0.10  $ 0.19  $ 0.21 
__________________________
(1)Transaction and transformation-related costs include, when applicable, external deal costs, transaction-related professional fees, transaction-related retention bonuses, which are allocated proportionally across cost of revenues, engineering, research and development, sales and marketing and general and administrative expenses as well as other transaction-related costs including integration expenses consisting of outside professional and consulting services.
(2)Geographic reorganization includes expenses connected with military actions of Russia against Ukraine and the exit plan announced by the Company and includes travel and relocation-related expenses of employees from the aforementioned countries, severance payments, allowances as well as legal and professional fees related to geographic repositioning in various locations. These expenses are incremental to those expenses incurred prior to the crisis, clearly separable from normal operations, and not expected to recur once the crisis has subsided and operations return to normal.
(3)Our restructuring costs include severance benefits and related employer taxes, as well as facility-related exit costs. These charges are presented within general and administrative expenses in the Company’s unaudited condensed consolidated statements of income.
(4)Other income, net consists primarily of gains and losses on foreign currency transactions, fair value adjustments, and other miscellaneous non-operating income and expense.
(5)Reflects the estimated tax impact of the non-GAAP adjustments presented in the table.

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Schedule 4:
GRID DYNAMICS HOLDINGS, INC.
REVENUES BY VERTICALS
Unaudited
(In thousands, except percentages)
Three Months Ended
June 30,		 Six Months Ended
June 30,
2026 2025 2026 2025
Technology, Media and Telecom $ 34,357  31.8  % $ 25,188  24.9  % $ 65,116  30.7  % $ 48,790  24.2  %
Retail 28,640  26.5  % 28,845  28.5  % 56,423  26.6  % 60,000  29.8  %
Finance 24,736  22.9  % 25,386  25.1  % 49,190  23.2  % 50,414  25.0  %
CPG/Manufacturing 11,796  10.9  % 11,316  11.2  % 23,344  11.0  % 22,453  11.1  %
Healthcare and Pharma 2,109  1.9  % 2,556  2.5  % 4,263  2.0  % 4,961  2.5  %
Other 6,526  6.0  % 7,804  7.8  % 13,928  6.5  % 14,892  7.4  %
Total $ 108,164  100.0  % $ 101,095  100.0  % $ 212,264  100.0  % $ 201,510  100.0  %



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