2025 Long-Term Incentive Plan — On May 22, 2025, the Company's stockholders approved the EPAM Systems, Inc. 2025 Long Term Incentive Plan (the “2025 Plan”) to be used to issue equity grants to Company personnel. The 2025 Plan is a new plan that replaces the EPAM Systems, Inc. 2015 Long Term Incentive Plan (the “2015 Plan”). The 2025 Plan reserves up to 1,585,970 shares of the Company’s common stock for issuance, plus any shares subject to outstanding awards granted under the 2015 Plan and any predecessor plans that return to the share pool as a result of cancellation or forfeiture. The 2025 Plan will expire 10 years after the effective date and is administered by the Compensation Committee of the Company’s Board of Directors.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Cost of revenues (exclusive of depreciation and amortization)	$	21,149	$	19,576	$	63,233	$	58,870
Selling, general and administrative expenses	23,455		22,548		68,385		63,729
Total	$	44,604	$	42,124	$	131,618	$	122,599


	Number of Options	Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term (in years)
Options outstanding at January 1, 2025	1,206	$	165.78

Options exercised	(390)	$	62.64
Options forfeited	(25)	$	296.29
Options expired	(14)	$	393.62
Options outstanding at September 30, 2025	777	$	209.25	$	14,705	4.3

Options vested and exercisable as of September 30, 2025	658	$	193.91	$	14,705	3.7
Options expected to vest as of September 30, 2025	115	$	294.30	$	—	7.7

As of September 30, 2025, $7.5 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 1.8 years.

The table below summarizes activity related to the Company’s equity-classified and liability-classified service-based awards for the nine months ended September 30, 2025:


	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, 2025	1,212	$	288.12	89	$	298.84
Awards granted	838	$	181.87	52	$	182.72
Awards modified	(2)	$	301.10	2	$	185.73
Awards vested	(376)	$	295.98	(36)	$	303.25
Awards forfeited/cancelled	(111)	$	241.32	(2)	$	267.29
Unvested service-based awards outstanding at September 30, 2025	1,561	$	232.50	105	$	239.07

As of September 30, 2025, $248.0 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 2.5 years.

As of September 30, 2025, $12.6 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 2.5 years.

The liability associated with the service-based liability-classified RSUs as of September 30, 2025 and December 31, 2024, was $1.6 million and $4.8 million, respectively, and was classified as Accrued compensation and benefits expenses in the condensed consolidated balance sheets.

The table below summarizes activity related to the Company’s performance-based awards for the nine months ended September 30, 2025:


	Equity-Classified Equity-Settled Restricted Stock Units
		Number of Shares	Weighted Average Grant Date Fair Value Per Share
Unvested performance-based awards outstanding at January 1, 2025		62	$	310.37
Awards granted		88	$	211.02
Awards vested		(4)	$	488.48
Awards forfeited/cancelled		(17)	$	262.18
Unvested performance-based awards outstanding at September 30, 2025		129	$	244.54

In addition, as of September 30, 2025, the Company has issued 97 thousand performance-based equity-classified RSUs which are not considered granted for accounting purposes as the future vesting conditions have not yet been determined and these awards are not reflected in the table above.

As of September 30, 2025, $15.5 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 1.8 years.

During the three months ended March 31, 2025 and March 31, 2024, the Company granted to its named executive officers and certain other members of senior management performance-based equity-classified RSU awards that vest after 3 years, contingent on meeting certain financial performance targets, market conditions and continued service. The financial performance targets are set by the Compensation Committee of the Board of Directors at the beginning of each year. For the portion of the awards subject to market conditions, fair value was determined using a Monte Carlo valuation model. The portion of the awards associated with financial performance in future years for which the financial performance targets have not yet been determined are not considered granted for accounting purposes. There were 71 thousand such awards as of September 30, 2025.

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 ending April 30th and October 31st. 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 nine months ended September 30, 2025, the ESPP participants purchased 107 thousand shares of common stock under the ESPP. During the nine months ended September 30, 2024, the ESPP participants purchased 85 thousand shares of common stock 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 and nine months ended September 30, 2025, the Company recognized $2.5 million and $7.5 million, respectively, of stock-based compensation expense related to the ESPP. For the three and nine months ended September 30, 2024, the Company recognized $2.3 million and $7.5 million, respectively, of stock-based compensation expense related to the ESPP. As of September 30, 2025, total unrecognized stock-based compensation cost related to the ESPP was $0.9 million, which is expected to be recognized over a period of 0.1 years.

On August 1, 2024, the Board of Directors authorized a share repurchase program (the “2024 Repurchase Program”) for up to $500.0 million of the Company's outstanding common stock. The Company could 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 depended upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. As of September 30, 2025, the Company exhausted the $500.0 million available for purchases of the Company’s common stock under the 2024 Repurchase Program. Prior to the authorization of the 2024 Repurchase Program, the Company repurchased common stock under the 2023 Repurchase Program and exhausted the $500.0 million authorized under that program as of June 30, 2024.

During the three and nine months ended September 30, 2025, the Company repurchased 493 thousand and 2,376 thousand shares of its common stock for $82.1 million and $437.0 million, respectively, in cash. During the three and nine months ended September 30, 2024, the Company repurchased 245 thousand and 1,801 thousand shares of its common stock for $50.0 million and $385.0 million, respectively, in cash. All of the repurchased shares have been retired.

On October 16, 2025, the Board of Directors authorized a new share repurchase program (the “2025 Repurchase Program”) for up to $1,000.0 million of the Company’s outstanding common stock. The Company 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.