EPAM Systems Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$EPAM
EDP Services
Technology
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): October 3, 2025
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Item 1.01. Entry into a Material Definitive Agreement.
On October 3, 2025, EPAM Systems, Inc. (“EPAM”) entered into an amended and restated credit agreement (the “2025 Credit Agreement”) with a syndicate of lenders providing a revolving credit facility (the “2025 Revolving Facility”). PNC Bank, National Association serves as administrative agent, swingline loan lender and issuing lender.
The 2025 Revolving Facility provides for a five-year $700 million revolving credit facility, with potential to increase further the credit facility to up to $1.2 billion if lenders agree to increase their commitments and EPAM satisfies certain conditions. The 2025 Revolving Facility allows for unsecured borrowings by EPAM that bear interest at either a SOFR rate (or an alternate benchmark index for borrowings in currencies other than U.S. dollars), plus a margin based on EPAM’s leverage ratio. Borrowings under the 2025 Revolving Facility may be denominated in United States Dollars or, up to a maximum of $250 million, in British Pounds Sterling, Canadian Dollars, Euros or Swiss Francs (or other currencies as may be approved by the lenders).
The 2025 Credit Agreement contains customary covenants, representations, warranties, guaranties, and events of default. Among the events of default are the following (subject, in some cases, to a grace period): failure to make payments of principal or interest due under the 2025 Revolving Facility; breaches of warranties or covenants, final judgments in excess of certain threshold amounts; insolvency; and a change of control of EPAM. Upon the occurrence of an event of default, the lenders may declare all loans due and payable and cease making further loans.
The 2025 Credit Agreement includes several business and financial covenants. It restricts the incurrence of additional indebtedness by EPAM and its subsidiaries, subject to certain exceptions including, among other things, specified indebtedness existing upon entry into the 2025 Credit Agreement and certain refinancing of that indebtedness, ordinary course letters of credit, certain intercompany indebtedness, secured indebtedness subject to certain maximum thresholds, and unsecured indebtedness. The 2025 Credit Agreement contains restrictions, generally subject to maximum thresholds on guarantees, disposition of assets, investments in other entities, and mergers with and acquisitions of other entities. In general, and subject to certain limitations, acquisitions of other businesses are permitted provided that the EPAM and its subsidiaries leverage ratio does not exceed 3.50 to 1.00 (which may be increased to 4.00 to 1.00 under certain circumstances), and they are otherwise in compliance with the covenants contained in the 2025 Credit Agreement.
The foregoing description of the 2025 Credit Agreement does not purport to be a complete description of the parties’ rights and obligations under the 2025 Credit Agreement and the other documents and transactions contemplated by the 2025 Credit Agreement. As such, the foregoing description is qualified in its entirety by reference to the complete text of the 2025 Credit Agreement, a copy of which is filed as an exhibit to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference herein.
Item 1.02. Termination of a Material Definitive Agreement.
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
Effective October 3, 2025, the 2025 Revolving Facility and 2025 Credit Agreement replace the 2021 credit facility and credit agreement entered into on October 21, 2021 between EPAM and certain of its subsidiaries, and PNC Bank, National Association, and certain other lenders, and all documents related to such credit agreement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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
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: October 6, 2025
| By: | /s/ Edward F. Rockwell | |||||||
| Name: | Edward F. Rockwell | |||||||
| Title: | SVP, General Counsel and Corporate Secretary | |||||||