EPAM Systems Announces \$300 Million Accelerated Share Repurchase Agreement

Key Highlights from the Latest Company Report

• EPAM Systems, Inc. (NYSE: EPAM) has entered into a \$300 million Accelerated Share Repurchase (ASR) agreement with Morgan Stanley & Co. LLC.
• The ASR is part of EPAM’s existing \$1.0 billion share repurchase authorization and reflects the company’s confidence in its long-term outlook and growth potential.
• Upon commencement, EPAM will make a \$300 million payment and will immediately receive an initial delivery of 1,703,336 shares (valued at \$240 million based on the closing price as of March 4, 2026).
• The final number of shares repurchased will be determined based on the volume-weighted average share price, less a discount, through the term of the ASR, which will be completed no later than Q2 2026.
• After this transaction, EPAM will have \$452.5 million remaining under its current share repurchase authorization.

Details Investors Should Know

The ASR program underscores management’s belief that EPAM’s current valuation does not fully reflect its fundamental strength and future potential. As CEO and President Balazs Fejes stated, the company considers this buyback a value-enhancing use of capital, demonstrating confidence in sustained growth, the robustness of its engineering foundation, and its leadership in AI-native transformation.

The initial share delivery to EPAM, worth \$240 million, provides immediate reduction in outstanding shares, likely resulting in near-term accretion to earnings per share (EPS) and potentially supporting the stock price. The final total shares repurchased will be based on the average share price during the ASR period, subject to standard adjustments and a negotiated discount with Morgan Stanley.

This transaction comes at a time when EPAM is positioning itself as a global leader in AI transformation engineering and consulting, serving Forbes Global 2000 companies and high-growth startups. The company has over thirty years of expertise in custom software, product, and platform engineering, empowering organizations to become AI-native enterprises and realize measurable value from innovation and digital investments.

EPAM’s recognition by industry benchmarks and leading analysts as a top player in AI, along with accolades from Forbes, Glassdoor, Newsweek, Time Magazine, and Great Place to Work, further reinforces management’s confidence in the company’s strength and future trajectory.

Potential Impact on Shareholders and Share Price

• Share Buybacks: Accelerated share repurchase programs reduce the total number of shares outstanding, thereby increasing EPS and often supporting or boosting the share price, especially when management believes the shares are undervalued.
• Management Confidence: The commitment of a significant amount of capital to buybacks signals strong management confidence in the company’s financial health and growth prospects.
• Remaining Authorization: With \$452.5 million still authorized for future buybacks, there remains substantial capacity for additional shareholder returns.
• Timing & Valuation: As the final number of shares will be determined based on the average share price (less a discount) over the ASR period, investors should monitor the company’s trading range and market volatility during this time.

Forward-Looking Statements and Risks

The company’s forward-looking statements are subject to risks and uncertainties, including geopolitical risks (notably the ongoing war in Ukraine), global economic conditions, capital markets volatility, foreign exchange fluctuations, and the pace of AI adoption among EPAM and its clients. Investors should review EPAM’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q (especially the “Risk Factors” and “Management’s Discussion and Analysis” sections) for a comprehensive understanding of potential risks.

Contact Information

For further inquiries, investors may contact Mike Rowshandel, Head of Investor Relations at EPAM Systems, Inc., at +1-267-759-393336 or via email at [email protected].

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Readers should conduct their own due diligence and consult their financial advisor before making investment decisions. The information is based on company disclosures and may be subject to risks, uncertainties, and changes in market conditions.

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