EPAM Systems Files 8-K with Regulatory Updates

TL;DR

EPAM filed an 8-K on Nov 1st covering Reg FD, other events, and financials.

AI Summary

EPAM Systems, Inc. filed an 8-K on November 1, 2024, to report on various events. The filing includes information related to Regulation FD disclosures, other events, and financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in Newtown, Pennsylvania.

Why It Matters

This 8-K filing provides important updates and disclosures from EPAM Systems, Inc. to investors and the public, covering regulatory matters and financial information.

Risk Assessment

Risk Level: low — This filing is a routine disclosure and does not appear to contain any immediate negative or positive material events.

Key Players & Entities

• EPAM Systems, Inc. (company) — Registrant
• November 1, 2024 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• Newtown, Pennsylvania (location) — Principal executive offices
• 267 - 759-9000 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — ich Registered Common Stock, par value $0.001 per share EPAM New York Stock Exchange
• $630,000,000 — the Acquisition, EPAM paid the Sellers $630,000,000, subject to certain adjustments related

Filing Documents

• epam-20241101.htm (8-K) — 31KB
• exhibit991_prxneoris.htm (EX-99.1) — 11KB
• logoa13.jpg (GRAPHIC) — 11KB
• 0001352010-24-000034.txt ( ) — 187KB
• epam-20241101.xsd (EX-101.SCH) — 2KB
• epam-20241101_lab.xml (EX-101.LAB) — 22KB
• epam-20241101_pre.xml (EX-101.PRE) — 13KB
• epam-20241101_htm.xml (XML) — 3KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On November 1, 2024, EPAM Systems, Inc. ("EPAM") issued a press release announcing that it had completed its previously announced acquisition of 99.692% of the ordinary shares of Neoris N.V. ("Neoris") (such acquisition, the "Acquisition"). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

01. Other Events

Item 8.01. Other Events. On November 1, 2024, EPAM consummated the Acquisition pursuant to the terms of that certain Stock Purchase Agreement (the "Purchase Agreement"), dated as of August 28, 2024, by and among EPAM, MA Monredo (Netherlands) B.V. ("Monredo"), CXNetworks N.V. ("Cemex" and together with Monredo, the "Sellers"), and Neoris, as amended on October 30, 2024 ("Amendment No 1"). As consideration for the Acquisition, EPAM paid the Sellers $630,000,000, subject to certain adjustments related to cash, debt, transaction expenses, and closing working capital as set forth in the Purchase Agreement, in the aggregate in cash. The foregoing summary of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which was attached as Exhibit 2.1 to the EPAM's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on September 4, 2024, and the full text of Amendment No. 1, which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits 2.1 Stock Purchase Agreement, dated as of August 28, 2024, by and among EPAM, Neoris, and the other parties thereto (incorporated by reference to Exhibit 2.1 to EPAM's Current Report on Form 8-K filed with the SEC on September 4, 2024 , SEC F ile No. 001- 35418 ) . 99.1 Press Release of EPAM dated November 1, 2024 . 101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

SIGNATURES

SIGNATURES 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. Date: November 1, 2024 By: /s/ Edward F. Rockwell Name: Edward F. Rockwell Title: SVP, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR