EPAM Systems Enters $500M Accelerated Share Repurchase Agreement With UBS Under Its $1.8B Share Repurchase Authorization

 The accelerated share repurchase transaction under the ASR Agreement (the "ASR Transaction") is being consummated under the Company’s $1.8 billion share repurchase authorization approved by the Company’s Board of Directors (the "Board") on September 30, 2026.

Under the terms of the ASR Agreement, the Company will make a payment of $500 million to UBS, and will receive from UBS (expected by November 10, 2026) an initial delivery of 2,550,695 shares of Common Stock, or $400 million worth based on the closing price of the Common Stock on November 9, 2026. The final number of shares of Common Stock to be repurchased under the ASR Transaction will be determined on completion of the ASR Transaction and will generally be based on the volume-weighted average share price of the Common Stock during the term of the ASR Agreement, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreement. The final settlement of the ASR Transaction is expected to be completed during the first quarter of 2027, with the settlement date determined at the option of UBS within an agreed range, subject to earlier termination under certain limited circumstances, as set forth in the ASR Agreement. At settlement of the ASR Agreement, UBS may be required to deliver additional shares of Common Stock to the Company, or, under certain circumstances, the Company may be required to deliver shares of Common Stock to UBS or, at the Company’s election, remit a settlement amount in cash to UBS. The Company is funding the share repurchase under the ASR Transaction using cash on hand and borrowings under its existing credit facility.