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STOCKHOLDERS’ EQUITY | 3 Months Ended
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Mar. 31, 2023
Share-Based Payment Arrangement [Abstract] |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Stock-Based Compensation The following table summarizes the components of stock-based compensation expense recognized in the Company’s condensed consolidated statements of income for the periods indicated:
| Three Months Ended March 31, |  |
| 2023 |  | 2022 |  |  |  |
Cost of revenues (exclusive of depreciation and amortization) | $ | 16,011 |  |  | $ | (424) |  |  |  |  |
Selling, general and administrative expenses | 22,568 |  |  | 7,536 |  |  |  |  |
Total | $ | 38,579 |  |  | $ | 7,112 |  |  |  |  |
Stock Options Stock option activity under the Company’s plans is set forth below:
| Number of Options |  | Weighted Average Exercise Price |  | Aggregate Intrinsic Value |  | Weighted Average Remaining Contractual Term (in years)
Options outstanding at January 1, 2023 | 1,923 |  |  | $ | 98.92 |  |  |  |  |
Options granted | 108 |  |  | $ | 299.00 |  |  |  |  |
Options exercised | (72) |  |  | $ | 35.54 |  |  |  |  |
Options outstanding at March 31, 2023 | 1,959 |  |  | $ | 112.21 |  |  | $ | 376,403 |  |  | 3.6
Options vested and exercisable as of March 31, 2023 | 1,665 |  |  | $ | 79.73 |  |  | $ | 369,504 |  |  | 2.7
Options expected to vest as of March 31, 2023 | 272 |  |  | $ | 295.97 |  |  | $ | 6,519 |  |  | 9.0
As of March 31, 2023, $33.8 million of total remaining unrecognized stock-based compensation cost related to unvested stock options, net of estimated forfeitures, is expected to be recognized over the weighted-average remaining requisite service period of 2.6 years. Restricted Stock and Restricted Stock Units Service-Based Awards The table below summarizes activity related to the Company’s equity-classified and liability-classified service-based awards for the three months ended March 31, 2023:
| Equity-Classified Equity-Settled Restricted Stock Units |  | Liability-Classified Cash-Settled Restricted Stock Units
| Number of Shares |  | Weighted Average Grant Date Fair Value Per Share |  | Number of Shares |  | Weighted Average Grant Date Fair Value Per Share
Unvested service-based awards outstanding at January 1, 2023 | 916 |  |  | $ | 291.19 |  |  | 99 |  |  | $ | 257.74 |
Awards granted | 458 |  |  | $ | 299.19 |  |  | 36 |  |  | $ | 299.00 |
Awards modified | (15) |  |  | $ | 278.52 |  |  | 15 |  |  | $ | 305.59 |
Awards vested | (223) |  |  | $ | 251.17 |  |  | (42) |  |  | $ | 235.38 |
Awards forfeited/cancelled | (18) |  |  | $ | 289.75 |  |  | (3) |  |  | $ | 229.31 |
Unvested service-based awards outstanding at March 31, 2023 | 1,118 |  |  | $ | 302.65 |  |  | 105 |  |  | $ | 288.01 |
As of March 31, 2023, $271.0 million of total remaining unrecognized stock-based compensation cost related to service-based equity-classified restricted stock units (“RSUs”), net of estimated forfeitures, is expected to be recognized over the weighted-average remaining requisite service period of 3.1 years. As of March 31, 2023, $26.8 million of total remaining unrecognized stock-based compensation cost related to service-based liability-classified cash-settled RSUs, net of estimated forfeitures, is expected to be recognized over the weighted-average remaining requisite service period of 2.9 years. The liability associated with the service-based liability-classified RSUs as of March 31, 2023 and December 31, 2022, was $3.7 million and $10.2 million, respectively, and was classified as Accrued compensation and benefits expenses in the condensed consolidated balance sheets. Performance-Based Awards The table below summarizes activity related to the Company’s equity-classified performance-based awards for the three months ended March 31, 2023:
| Equity-Classified Equity-Settled Restricted Stock |  | Equity-Classified Equity-Settled Restricted Stock Units
| Number of Shares |  | Weighted Average Grant Date Fair Value Per Share |  | Number of Shares |  | Weighted Average Grant Date Fair Value Per Share
Unvested performance-based awards outstanding at January 1, 2023 | 9 |  |  | $ | 165.87 |  |  | 15 |  |  | $ | 412.60 |
Awards vested | — |  |  | — |  |  | (1) |  |  | $ | 437.25 |
Awards forfeited/cancelled | — |  |  | — |  |  | (1) |  |  | $ | 363.93 |
Unvested performance-based awards outstanding at March 31, 2023 | 9 |  |  | $ | 165.87 |  |  | 13 |  |  | $ | 414.75 |
As of March 31, 2023, $0.2 million of total remaining unrecognized stock-based compensation cost related to performance-based equity-classified restricted stock is expected to be recognized over the weighted-average remaining requisite service period of 0.4 years. As of March 31, 2023, $3.0 million of total remaining unrecognized stock-based compensation cost related to performance-based equity-classified RSUs is expected to be recognized over the weighted-average remaining requisite service period of 2.3 years. 2021 Employee Stock Purchase Plan The 2021 Employee Stock Purchase Plan ("ESPP") enables eligible employees to purchase shares of EPAM’s common stock at a discount at the end of each designated offering period, which occurs every six months in April and November. The purchase price is equal to 85% of the fair market value of a share of EPAM’s common stock on the first date of an offering or the date of purchase, whichever is lower. During the three months ended March 31, 2023 and 2022, no purchases of common stock have been made under the ESPP. The Company recognizes compensation expense related to share issuances pursuant to the ESPP on a straight-line basis over the six-month offering period. For the three months ended March 31, 2023 and 2022, the Company recognized $3.2 million and $1.7 million, respectively, of stock-based compensation expense related to the ESPP. As of March 31, 2023, total unrecognized stock-based compensation cost related to the ESPP was $1.1 million, which is expected to be recognized over a period of 0.1 years. Commitments for Future Equity Awards In connection with the Company’s acquisitions of businesses as discussed in Note 3 “Acquisitions,” EPAM enters into agreements that contractually commit it to granting equity awards at future dates. The agreements are unique to each acquisition and terms vary to specify the number of future awards to be issued or a monetary value that will be settled with equity awards valued at future stock prices. As of March 31, 2023, the Company has commitments to grant up to $26.1 million of equity awards with the number of awards to be determined based on future stock prices. These awards contain performance criteria that will determine the number of future awards to be issued and there is a service-based vesting requirement after the grant date associated with these awards. As these awards are considered granted for accounting purposes, in determining the expense, the Company adjusts the expected settlement based on the probability of achievement of the performance criteria. Related to these awards, the amount of stock-based compensation expense recorded in the condensed consolidated statements of income for the three months ended March 31, 2023 was not material. As of March 31, 2023, the Company has issued 2 thousand performance-based equity-classified RSUs which are not considered granted for accounting purposes as the future vesting conditions have not yet been determined. Share Repurchases On February 13, 2023, the Board of Directors authorized a share repurchase program for up to $500.0 million of the Company's outstanding common stock. EPAM may repurchase shares of its common stock on a discretionary basis from time to time through open market purchases, privately negotiated transactions or other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The timing and total amount of stock repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. The share repurchase program has a term of 24 months, may be suspended or discontinued at any time, and does not obligate the company to acquire any amount of common stock. During the three months ended March 31, 2023, the Company repurchased 30 thousand shares of its common stock at an average price of $283.69 for a total of $8.5 million in cash. All of the repurchased shares have been retired. As of March 31, 2023, a remaining balance of $491.5 million of the Company's common stock was available for purchase under share repurchase authorizations by its Board of Directors.

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