Short answer
EPAM Systems (EPAM) filed an 8-K current report with the SEC on March 5, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 7.01 (Regulation FD Disclosure). EPAM pays $300M to Morgan Stanley in fixed-dollar ASR, funded by cash on hand plus existing credit facility draws.
EPAM Systems 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- EPAM pays $300M to Morgan Stanley in fixed-dollar ASR, funded by cash on hand plus existing credit facility draws
- Initial delivery of 1,703,336 shares (~$240M, or 80% of total) expected by March 5, 2026; final share count set at VWAP minus discount
- Final settlement expected no later than Q2 2026; Morgan Stanley holds option on exact settlement date
- ASR draws from $1.0B buyback authorization approved by Board in October 2025; $300M represents 30% of that program
- At settlement, Morgan Stanley may deliver additional shares to EPAM, or EPAM may owe shares/cash depending on VWAP outcome
Item 7.01 · Regulation FD Disclosure
- Reg FD disclosure: material non-public information shared broadly with investors, typically a business update or guidance
- Key risk flags cited: Ukraine war escalation, geopolitical instability in operating regions, global macro weakness, and AI adoption pace
- Investors should reference the actual exhibit (likely a press release or investor presentation) attached to this 8-K for substantive data
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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