Grid Dynamics Holdings (GDYN) risk factors, FY2025 10-K

Risks Related to Our Business, Operations and Industry

1. 01We operate in a rapidly evolving industry, which makes it difficult to evaluate future prospects and increases the risk that we will not continue to be successful and may adversely impact our stock price, financial condition and results of operations
2. 02We may be unable to effectively manage our growth or achieve anticipated growth, particularly as we expand into new geographies and industries, which could place significant strain on our management personnel, systems and resources80% rewritten
3. 03Our revenues have historically been highly dependent on a limited number of clients and industries, and accordingly any decrease in demand for outsourced services by these clients or in these industries may reduce our revenues and adversely affect our business, financial condition and results of operations28% rewritten
4. 04Our business is also subject to seasonal trends that impact our revenues and profitability between quarters, driven by the timing of holidays in the countries in which we operate and the U.S. retail cycle, which drives the behavior of several of our retail customers
5. 05We have incurred net losses in recent years; accordingly, we may incur losses, even significant, in the future and we may not be able to generate sufficient revenue to maintain profitability
6. 06Macroeconomic conditions, inflationary pressures, economic downturns, and market volatility could adversely affect our operating results and growth prospects
7. 07Changes by the U.S. administration to fiscal, political, regulatory and other policies may adversely affect our business, financial condition and results of operations37% rewritten
8. 08Current and future geopolitical instability, in particular in geographies where we have personnel, such as Ukraine, could adversely affect our business, results of operations and financial condition54% rewritten
9. 09any geopolitical instability, such as sanctions, tariffs, trade embargos or otherwise, could impact our ability to deliver services, execute our operational strategy and have an adverse impact on our results of operationsNew
10. 10The impact of the military action in Ukraine, which has worsened in recent periods, has affected and may continue to affect our business
11. 11We face intense competition21% rewritten
12. 12Damage to our reputation may adversely impact our ability to generate and retain business

Risks Related to Our Use of Technology and Artificial Intelligence

1. 13Technologies, methodologies, and industry standards are rapidly changing on an accelerated basis; these changes, and our failure to adapt to them, may have a material adverse effect on our business, financial condition, and results of operations49% rewritten
2. 14Social and ethical issues relating to the extensive use of AI in our offerings may result in reputational harm or liability
3. 15Security breaches and incidents, system failures or errors, and other disruptions to our networks and systems could result in unauthorized access to, or the disclosure or other processing of, confidential information and expose us to liability, which would cause our business and reputation to suffer
4. 16Our contractors and service providers face similar risks with respect to their facilities and networks on which we rely, and they also may suffer outages, disruptions, and security incidents and breaches
5. 17Undetected software design defects, errors or failures may result in loss of business or in liabilities that could have a material adverse effect on our reputation, business and results of operations
6. 18We rely on software, hardware and SaaS technologies from third parties that may be difficult to replace or that may cause errors or defects in, or failures of, our services or solutions27% rewritten

Risks Related to Our Acquisition Strategy

1. 19We face risks associated with integrating acquired businesses that, if realized, may adversely impact our business, operating results and financial condition
2. 20We face risks associated with the transparency, quality, and reliability of financial information of a business we acquire

Risks Related to Our Personnel

1. 21Our failure to successfully attract, hire, develop, motivate and retain highly skilled personnel in the relevant regions could have a significant adverse effect on our business, financial condition, and results of operations
2. 22Our business operations may be severely disrupted if we lose the services of our senior executives and key employees
3. 23Increases in compensation expenses, including stock-based compensation expenses, could lower our profitability, and dilute our existing stockholders

Risks Related to Our Clients and Our Client Agreements

1. 24Failing to successfully deliver contracted services or causing disruptions to clients’ businesses may have a material adverse effect on our reputation, business, financial condition and results of operations
2. 25We do not have long-term commitments from our clients, and our clients may terminate contracts before completion or choose not to renew contracts40% rewritten
3. 26agreements makes our future revenues uncertain. We may not be able to replace any client that elects to terminate or not renew its contract with us, which could materially adversely affect our revenues and our results of operationsNew
4. 27Our profitability may suffer if we are unable to maintain our resource utilization and productivity levels
5. 28If we are unable to accurately estimate the cost of service or if we fail to maintain favorable pricing for our services, our contracts may be unprofitable
6. 29We face risks associated with the long selling and implementation cycle for our services that require significant resource commitments prior to realizing revenues for those services
7. 30Failure to obtain engagements for and effectively manage increasingly large and complex projects may have an adverse effect on our business, financial condition and results of operations
8. 31Existing insurance coverage and limitation of liability provisions in service contracts may be inadequate to protect us against losses89% rewritten

Risks Related to Regulations, Legislation and Legal Proceedings

1. 32We are exposed to various risks related to the global regulatory environment as well as legal proceedings, claims and the like
2. 33Regulatory issues relating to the development and use of AI may adversely affect our business, financial condition, and results of operations43% rewritten
3. 34Restriction on immigration and the ability to obtain visas to travel may have an adverse effect on our business
4. 35Our global business, especially in CIS, CEE and Latin American countries, exposes us to significant legal, economic, tax and political risks
5. 36Failure to comply with laws and regulations relating to privacy, data protection, and cybersecurity could lead to government enforcement actions, private litigation and adverse publicity
6. 37We are subject to governmental export controls and trade and economic sanctions that could impair our ability to compete in international markets and subject us to liability if we are found to violate these controls23% rewritten
7. 38Any investigation of any potential violations or violations of such laws by the U.S. or other jurisdictions could also have an adverse impact on our reputation, business, financial condition and results of operationsNew
8. 39We are subject to anti-bribery, anti-corruption laws and anti-money laundering laws, our failure to comply with these and similar laws could subject us to penalties and other adverse consequences
9. 40Our subsidiaries in CEE countries can be forced into liquidation on the basis of formal noncompliance with certain legal requirements
10. 41Negative publicity about offshore outsourcing or anti-outsourcing legislation may have an adverse effect on our business

Risks Related to Our Tax Treatment

1. 42Our effective tax rate could be adversely affected by a variety of factors
2. 43There may be adverse tax and employment law consequences if the independent contractor status of some of our personnel or the exempt status of our employees is successfully challenged
3. 44Global mobility of employees may potentially create additional tax liabilities for us in different jurisdictions
4. 45Tax authorities may disagree with our positions and conclusions regarding certain tax positions, or may apply existing rules in an arbitrary or unforeseen manner, resulting in unanticipated costs, taxes or non-realization of expected benefits

Risks Related to Our Financial Condition

1. 46Our business, financial condition and results of operations may be adversely affected by fluctuations in foreign currency exchange rates21% rewritten
2. 47Failure to collect receivables from, or bill for unbilled services to, clients may have a material adverse effect on our results of operations and cash flows
3. 48There is no guarantee that we will accurately assess the creditworthiness of our clients. If clients suffer financial difficulties, it could cause them to delay payments, request modifications to their payment arrangements, or default on their payment obligations
4. 49We may need additional capital and failure to raise additional capital on terms favorable to us, or at all, could limit our ability to grow our business and develop or enhance our service offerings to respond to market demand or competitive challenges
5. 50Our debt service obligations may adversely affect our financial condition and cash flows from operations

Risks Related to Intellectual Property

1. 51We may not be able to prevent unauthorized use of our intellectual property, and our intellectual property rights may not be adequate to protect our business, financial condition and results of operations
2. 52We may face intellectual property infringement claims that could be time-consuming and costly to defend and failure to defend against such claims may have a material adverse effect on our reputation, business, financial condition and results of operations
3. 53Our use of open source software, and our failure to comply with the terms of the underlying open source software licenses could negatively affect sales and create potential liability

Risks Related to Our Common Stock

1. 54Our bylaws limit the forum in which stockholders may bring a suit for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us
2. 55The price of our common stock continues to be volatile29% rewritten
3. 56As of December 31, 2025, approximately 23.8 percent of our outstanding common stock was held or beneficially owned by our executive officers and directors, or by stockholders controlled by our executive officers or directors
4. 57To the extent that such persons purchase or are awarded additional shares, the percentage of our outstanding common stock held by them will increase, decreasing the percentage of shares that are held by other stockholders
5. 58We do not currently intend to pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock
6. 59Our certificate of incorporation, bylaws and the DGCL contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable
7. 60In addition, as a Delaware corporation, we are subject to provisions of Delaware law, including Section 203 of the DGCL, which may prohibit certain stockholders holding 15% or more of our outstanding capital stock from engaging in certain business combinations with us for a specified period of time