Grid Dynamics Holdings Inc 2025年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December31, 2025 OR Securities registered pursuant to Section12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesNo The aggregate market value of the common stock held by non-affiliates of the registrant as of June30, 2025 (the last businessday of the registrant’s most recently completed second fiscal quarter) was approximately $646.9 million based on the closing price ofthe registrant’s common stock on June30, 2025 of $11.55 per share, as reported by the Nasdaq Capital Market (the “Nasdaq”). Sharesof the registrant’s common stock held by each executive officer and director and by each other person who may be deemed to be anaffiliate of the registrant have been excluded from this computation. This calculation does not reflect a determination that certainpersons are affiliates of the registrant for any other purpose. As of February27, 2026, there were 85,353,771 shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Definitive Proxy Statement relating to the Annual Meeting of Stockholders are incorporated byreference into Part III of this Annual Report on Form 10-K where indicated. Such Definitive Proxy Statement will be filed with theSecurities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December31, 2025. TABLE OF CONTENTS PagePART IItem 1.Business1Item 1A.Risk Factors9Item 1B.Unresolved Staff Comments34Item 1C.Cybersecurity34Item 2.Properties36Item 3.Legal Proceedings36Item 4.Mine Safety Disclosures36 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities37Item 6.[Reserved]38Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations39Item 7A.Quantitative and Qualitative Disclosures about Market Risk50Item 8.Financial Statements and Supplementary Data52Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure49Item 9A.Controls and Procedures49Item 9B.Other Information49Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections50 Item 10.Directors, Executive Officers and Corporate Governance51Item 11.Executive Compensation51Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters51Item 13.Certain Relationships and Related Transactions, and Director Independence51Item 14.Principal Accounting Fees and Services51 Item 15.Exhibit and Financial Statement Schedules52Item 16.Form 10-K Summary54 SPECIAL NOTE REGARDING F