EPAM Systems, Inc. filed a Form 8-K on November 10, 2026, disclosing that on November 9, 2026, it entered into a Fixed Dollar Accelerated Share Repurchase Transaction agreement with UBS AG, London Branch, represented by UBS Securities LLC, to repurchase $500 million of its common stock.

Key Highlights

  • $500 million repurchase: EPAM agreed to pay UBS $500 million to repurchase shares of its common stock under the ASR Agreement dated November 9, 2026.
  • Initial delivery of 2,550,695 shares: UBS is expected to deliver an initial 2,550,695 shares of common stock by November 10, 2026, representing $400 million worth based on the closing price on November 9, 2026.
  • Board-authorized program: The transaction is being conducted under a $1.8 billion share repurchase authorization approved by the Board of Directors on September 30, 2026.
  • Final settlement in Q1 2027: The final settlement of the ASR Transaction is expected to be completed during the first quarter of 2027, with the settlement date at UBS's option within an agreed range.
  • Funding source: The company disclosed it is funding the repurchase using cash on hand and borrowings under its existing credit facility.
  • Price determination: The final share count will generally be based on the volume-weighted average share price during the term of the ASR Agreement, less a discount and subject to adjustments.

EPAM Systems' $500 Million ASR Transaction: Structure and Key Terms

According to the filing, EPAM Systems, Inc. (NYSE:EPAM) entered into the Fixed Dollar Accelerated Share Repurchase Transaction agreement with UBS AG, London Branch on November 9, 2026. Under the arrangement, the company will make a lump-sum payment of $500 million to UBS, and UBS is expected to deliver an initial batch of 2,550,695 shares of common stock by November 10, 2026. The company disclosed that this initial delivery represents $400 million worth of shares based on the closing price of the common stock on November 9, 2026.

The filing states that the final number of shares to be repurchased will be determined upon completion of the ASR Transaction, "generally 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." At settlement, UBS may be required to deliver additional shares to EPAM, or, under certain circumstances, EPAM may deliver shares to UBS or, at the company's election, remit a cash settlement amount to UBS. Final settlement is expected in the first quarter of 2027, subject to earlier termination under certain limited circumstances as set forth in the agreement.

The company disclosed that the ASR Transaction is being consummated under a $1.8 billion share repurchase authorization that the Board of Directors approved on September 30, 2026, and that the transaction is funded through cash on hand and borrowings under EPAM's existing credit facility. The filing describes the ASR Agreement's terms as "customary for these types of transactions," covering mechanisms for share or cash delivery at settlement, required timing of delivery, and circumstances permitting UBS to make adjustments to valuation and calculation periods. The filing contains forward-looking statements the company describes as subject to risks and uncertainties, including developments related to the war in Ukraine and broader macroeconomic conditions.

What Was Disclosed

EPAM Systems disclosed entry into a $500 million accelerated share repurchase agreement with UBS AG on November 9, 2026, including an initial delivery of 2,550,695 shares, with final settlement expected in the first quarter of 2027 under a $1.8 billion board-approved buyback program.