GRID DYNAMICS HOLDINGS, INC.GDYN
GRID DYNAMICS HOLDINGS, INC. Fair Value Disclosure
Fair value
__________________________
Estimates of fair value of financial instruments not carried at fair value on a recurring basis are generally subjective in nature, and are determined as of a specific point in time based on the characteristics of the financial instruments and relevant market information. The Company’s financial assets and liabilities are generally short-term in nature; therefore, the carrying value of these items approximates their fair value. The following table summarizes certain fair value information as of December 31,
2025 and 2024 for financial assets and liabilities measured at fair value on a recurring basis, as well as estimated fair values of certain other financial assets and liabilities not measured on a recurring basis:
| Fair Value Hierarchy | |||||||||||||||||||||||||||||
| Balance | Estimated Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||
| Financial Assets: | |||||||||||||||||||||||||||||
| Cash equivalents: | |||||||||||||||||||||||||||||
Money market funds | $ | 271,513 | $ | 271,513 | $ | 271,513 | $ | — | $ | — | |||||||||||||||||||
| Foreign exchange derivative assets | $ | 196 | $ | 196 | $ | — | $ | 196 | $ | — | |||||||||||||||||||
Long-term investments: | |||||||||||||||||||||||||||||
Non-marketable equity securities(1) | $ | 1,250 | |||||||||||||||||||||||||||
Financial Liabilities: | |||||||||||||||||||||||||||||
Contingent consideration payable | $ | 3,370 | $ | 3,370 | $ | — | $ | — | $ | 3,370 | |||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||||||||
| Financial Assets: | |||||||||||||||||||||||||||||
| Cash equivalents: | |||||||||||||||||||||||||||||
Money market funds | $ | 267,206 | $ | 267,206 | $ | 267,206 | $ | — | $ | — | |||||||||||||||||||
Long-term investments: | |||||||||||||||||||||||||||||
Non-marketable equity securities(1) | $ | 1,250 | |||||||||||||||||||||||||||
Financial Liabilities: | |||||||||||||||||||||||||||||
Contingent consideration payable | $ | 9,729 | $ | 9,729 | $ | — | $ | — | $ | 9,729 | |||||||||||||||||||
(1)Equity securities that do not have readily determinable fair value and are measured at cost.
Investments in equity securities
Investment in non-marketable equity securities held by the Company as of December 31, 2025 and 2024 represents investment in its related party, a company affiliated with the member of the Company’s board of directors, that does not have readily determinable fair values.
Contingent consideration payable
The fair value of contingent consideration payable is determined using the Monte-Carlo model which is primarily based on projected financial results of acquired business adjusted to market risk assumptions, probability of achievement of performance targets set in purchase agreements and respective discount rates. Even though there is significant judgment involved, the Company believes its estimates and assumptions are reasonable. Changes in financial projections, discount rates, timing and amount of specific milestone estimates, as well as probability assumptions related to achieving the various performance
milestones would result in a change in the fair value of the recorded contingent consideration payable. Such changes, if any, are recorded in Other income/(expense), net in the consolidated statements of income/(loss).
The following table presents the weighted average discount rates for risk-free performance targets and time value used to determine fair values of contingent considerations payables for acquisitions completed during the years ended December 31, 2024 and 2023:
Mobile Computing | JUXT | NextSphere | Mutual Mobile | ||||||||||||||||||||
Weighted average discount rate for risk-free performance targets | 22.9 | % | 14.7 | % | 15.5 | % | 10.3 | % | |||||||||||||||
Discount rate for credit risk and time value | 2.8 | % | 2.8 | % | 7.7 | % | 3.0 | % | |||||||||||||||
The Company records short-term contingent consideration payable in Accrued expenses and other current liabilities in its consolidated balance sheets. A reconciliation of the beginning and ending balances of Level 3 acquisition-related contingent consideration payable using significant unobservable inputs for the years ended December 31, 2025, 2024, and 2023 are as follows:
| Amount | ||||||||
(in thousands) | ||||||||
| Contingent consideration payable as of January 1, 2023 | $ | 3,288 | ||||||
Acquisition date fair value of contingent consideration payable — NextSphere | 932 | |||||||
Change in fair value of contingent consideration payable included in Other income/(expense), net — NextSphere | (932) | |||||||
Change in fair value of contingent consideration payable included in Other income/(expense), net — Mutual Mobile | (3,288) | |||||||
| Contingent consideration payable as of December 31, 2023 | $ | — | ||||||
| Acquisition date fair value of contingent consideration payable — JUXT | 7,480 | |||||||
| Acquisition date fair value of contingent consideration payable — Mobile Computing | 2,700 | |||||||
| Effect of net foreign currency exchange rate changes | (451) | |||||||
| Contingent consideration payable as of December 31, 2024 | $ | 9,729 | ||||||
| (7,176) | ||||||||
Change in fair value of contingent consideration payable included in Other income, net –– Mobile Computing | 300 | |||||||
| Effect of net foreign currency exchange rate changes | $ | 517 | ||||||
| Contingent consideration payable as of December 31, 2025 | $ | 3,370 | ||||||
There were no transfers of liabilities among the levels within the fair value hierarchy during the years ended December 31, 2025, 2024, and 2023.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 5, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Feb 28, 2023 | |
| 2021 | Mar 3, 2022 | |
| 2019 | Mar 4, 2020 | |
| 2018 | Mar 20, 2019 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.