UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April 15~~ May 1, 2025

GRID DYNAMICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

~~001-38685~~

~~83-0632724~~

001-38685

83-0632724

(State or other jurisdiction

(Commission

(I.R.S. Employer

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

of incorporation)

File Number)

Identification No.)

5000 Executive Parkway, Suite 520

San Ramon, CA 94583

(Address of principal executive offices)

Registrant’s telephone number, including area code: (650) 523-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ~~Securities registered pursuant to Section 12(b) of the Act:~~

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		GDYN		The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

GDYN

The NASDAQ Stock Market LLC

~~Emerging~~Indicate by check mark whether the registrant is an emerging growth company ¨as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

IfEmerging ~~an emerging~~ growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐o

~~Item~~If ~~1.01.~~an ~~Entry~~emerging ~~into~~growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) ~~Material~~of ~~Definitive~~the ~~Agreement~~Exchange Act. o

OnItem ~~April 15, 2025, Grid Dynamics Holdings, Inc~~2.02. ~~(the~~Results ~~“Company”) entered into that certain Second Amendment to Credit Agreement (the “Amendment”), which amended that certain Credit Agreement, dated as~~ of ~~March 15,~~Operations ~~2022, by~~ and ~~among~~Financial ~~the Company, as borrower, the lenders party thereto, JPMorgan Chase Bank, N~~Condition.A., as administrative agent for the lenders, and the other loan parties thereto, as amended on March 14, 2025 (the “Credit Agreement”). The Amendment extended the Revolving Credit Maturity Date under the Credit Agreement to April 29, 2025.

~~The foregoing~~On ~~description~~May 1, of2025, ~~the~~Grid ~~Amendment~~Dynamics isHoldings, aInc. ~~summary~~issued ~~and~~a ispress ~~qualified~~release inannouncing its ~~entirety~~results byfor the ~~terms~~quarter ~~and~~ended ~~conditions~~March 31, 2025. A copy of the ~~Amendment,~~press ~~which~~ release is ~~attached~~furnished ~~hereto~~herewith as Exhibit 10 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

~~Item~~The 2information in this Current Report on Form 8-K and the accompanying Exhibit 99.~~03.~~1 ~~Creation~~shall not be deemed “filed” for purposes of aSection ~~Direct~~18 ~~Financial~~of ~~Obligation~~the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or anotherwise ~~Obligation~~subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under anthe ~~Off-Balance~~Securities ~~Sheet~~Act ~~Arrangement~~of 1933, as amended, or the Exchange Act, regardless of aany ~~Registrant~~general incorporation language in such filing, unless expressly incorporated by reference in such filing.

~~The information set forth under~~ Item 19.01. ofFinancial ~~this~~Statement ~~Current~~and ~~Report on Form 8-K is incorporated by reference into this Item 2~~Exhibits.~~03.~~

~~Item~~(d) ~~9.01 Financial Statements and~~ Exhibits.

Exhibit Number	Description
Exhibit No.		Document
10.1	Second Amendment to Credit Agreement, dated as of April 15, 2025, by and among Grid Dynamics Holdings, Inc., the lenders party thereto, JPMorgan Chase Bank, N.A., and the other loan parties thereto.
99.1		Press release dated May 1, 2025
104	~~Cover Page Interactive Data File (formatted as Inline XBRL)~~	Cover Page Interactive Data File (formatted as Inline XBRL)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 15, 2025


Dated: May 1, 2025	GRID DYNAMICS HOLDINGS, INC.

	By:	/s/ Anil Doradla
	Name:	Anil Doradla
	Title:	Chief Financial Officer

~~GRID DYNAMICS HOLDINGS, INC. By: /s/ Anil Doradla Name: Anil Doradla Title: Chief Financial Officer~~2

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