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Item 9A. Controls and Procedures

2025-03-06 compared with 2024-03-08 · 51 added, 28 removed, 126 unchanged (39% of the section changed)

14 unchanged sentences

Other Information

Rule 10b5-1 Trading Arrangements

On November 25, 2024 , Stephan Daoust , our Chief Operating Officer , adopted a Rule 10b5-1 trading arrangement (the “Daoust 10b5-1 Plan”), which provides for the potential sale of up to 243,650 shares of the Company’s Class A Common Stock, including shares obtained from the exercise of vested stock options and the vesting of restricted stock units (subject to reduction for (i) any shares withheld to satisfy tax withholding obligations and (ii) any shares sold under Mr.

Daoust’s 10b5-1 trading arrangement dated May 17, 2024 (the “Prior Daoust 10b5-1 Plan”) between the entry into the Daoust 10b5-1 Plan on November 25, 2024 and the expiration of the Prior Daoust 10b5-1 Plan on December 15, 2024).

The Daoust 10b5-1 Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and unless otherwise terminated pursuant to its terms, provides for sales from March 11, 2025 to February 28, 2026 or an earlier date on which all shares thereunder are sold.

Section 13(r) Disclosure

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, we hereby incorporate by reference herein Exhibit 99.1 of this report, which includes disclosures regarding activities at Atlantia S.p.A., which may be, or may have been at the time considered to be, an affiliate of Blackstone and, therefore, our affiliate.

Change of Registered Agent

On March 7, 2024, the Company filed a Change of Registered Agent and/or Registered Office (the “Certificate of Change”) with the Secretary of State of the State of Delaware to change the Company’s registered agent to The Corporation Trust Company and its registered office to 11209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801.

The Certificate of Change was approved by the Board in accordance with Delaware law and has the effect of amending the Company’s Second Amended and Restated Certificate of Incorporation, effective as of the date of filing of the Certificate of Change.

A copy of the Certificate of Change is attached as Exhibit 3.2 to this Annual Report on Form 10-K and incorporated herein by reference.

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, we hereby incorporate by reference herein Exhibit 99.1 of this report, which includes disclosures regarding activities at Mundys S.p.A., which may be, or may have been at the time considered to be, an affiliate of Blackstone and, therefore, our affiliate.

Long-term equity incentive program

On March 4, 2025, as part of its annual long-term equity incentive program, the Compensation Subcommittee (the “Compensation Subcommittee”) of the Company’s Board of Directors, upon the recommendation of the Board’s Compensation Committee (the “Compensation Committee”), approved the grant of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”), with an effective date of March 7, 2025 (the “Grant Date”), to certain executive officers, including Bryce Maddock, the Company’s Chief Executive Officer and Co-Founder, Balaji Sekar, the Company’s Chief Financial Officer and Jarrod Johnson, the Company’s Chief Customer Officer, pursuant to the Company’s 2021 Omnibus Incentive Plan (the “Plan”).

After conducting a comprehensive review of the compensation program of the Company’s executive officers in coordination with the Company’s independent compensation consultant, these annual grants were approved in pursuit of the Company’s objectives of rewarding the creation of long-term value, aligning executive and stockholder interests, recognizing potential for future performance, and encouraging employee retention.

Maddock will be granted $3,720,000 of RSUs and $2,480,000 of PSUs , and Mr.

Sekar and Mr.

Johnson will each be granted $1,200,000 of RSUs and $800,000 of PSUs, in each case, with the number of RSUs or PSUs to be determined by dividing the dollar amount attributable to RSUs or PSUs for such officer by the average closing price of one share of the Company’s Class A common stock for the 30 trading days ending on the Grant Date, rounded down to the nearest share, pursuant to an RSU grant notice and award agreement, in the case of the RSUs, and pursuant to a PSU grant notice and agreement, in the case of the PSUs, each substantially in the form attached as Exhibit 10.31 and Exhibit 10.37, respectively, to this report.

The description of such awards does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the exhibits, which is incorporated by reference herein.

The RSUs have a vesting reference date of March 7, 2025, and vest 33% on the first anniversary and second anniversaries of such date, and 34% on the third anniversary of such date, subject to the relevant officer’s continued employment through each applicable vesting date, except as otherwise provided in the RSU grant notice and award agreement.

Additionally, the PSU awards were introduced this year as a new component of the Company’s incentive program to enhance its pay-for-performance culture.

Half of the PSUs are designated as “Revenue PSUs” and half are designated as “Adjusted EBITDA PSUs.”

Each Revenue PSU and each Adjusted EBITDA PSU vests into a share of Class A common stock based on the achievement of certain performance targets based on Revenue (as defined below) and Adjusted EBITDA (as defined below), respectively, during three calendar-year performance periods, commencing on January 1, 2025 and ending on December 31, 2027, in each case, subject to the participant’s continued employment through the last day of the applicable performance period.

The Revenue PSUs provide for cumulative vesting and any PSUs that do not vest based on actual performance following the final performance period will be automatically forfeited for no consideration.

Notwithstanding the foregoing, in the event of the termination of a participant’s employment by the Company without “cause,” by the participant for “good reason” or due to the participant’s death or disability (a “Qualifying Termination”), in each case, following a “Change in Control” (as defined in the Plan), with respect to any performance period that includes the date of such Qualifying Termination, the participant will remain eligible to earn PSUs based on actual performance during the applicable performance period, with such earned PSUs settled following the Compensation Committee’s certification of the achievement of the Revenue and Adjusted EBITDA performance conditions.

For purposes of the Revenue PSUs, “Revenue” means, with respect to any performance period, the Company’s GAAP revenue for such performance period, as reported in the Company’s SEC filings, and as adjusted by the Compensation Committee, in its discretion, to remove the impact of mergers, acquisitions, divestitures or other one-time, irregular or non-recurring items identified by the Compensation Committee.

For purposes of the Adjusted EBITDA PSUs, “Adjusted EBITDA” means, with respect to any performance period, the Company’s net income or loss before the impact of the benefit from or provision for income taxes, financing expenses, depreciation, and amortization of intangible assets, as adjusted, calculated and reported in the Company’s SEC filings, and as further adjusted by the Compensation Committee, in its discretion, to remove the impact of mergers, acquisitions, divestitures or other one-time, irregular or non-recurring items identified by the Compensation Committee.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated by reference to TaskUs’ Proxy Statement for its 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023.

The information required by this item is incorporated by reference to TaskUs’s Proxy Statement for its 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024.

Our board has adopted a Global Code of Conduct (the “Code”) relating to the conduct of our business by all of our employees, executive officers (including our principal executive officers, principal financial officer and principal accounting officer (or persons performing similar functions)), and directors.

This Code satisfies the requirement that we have a “code of conduct” under the Nasdaq and SEC rules and is available on our website at https://ir.taskus.com/corporate-governance/documents-charters.

To the extent required under the listing rules and SEC rules, we intend to disclose future amendments to certain provisions of this Code, or waivers of such provisions, applicable to any of our executive officers or directors, on our website identified above.

We have adopted a securities trading policy applicable to our directors, officers, employees, and other covered persons, and have implemented processes for the company, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq Stock Market LLC listing standards.

Our securities trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Executive Compensation

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Certain Relationships and Related Transactions, and Director Independence

Principal Accountant Fees and Services

Exhibits and Financial Statement Schedules

7 unchanged sentences

3.1 Second Amended and Restated Certificate of Incorporation of TaskUs, Inc., dated as of June 10, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 15, 2021).

C ertificate of Change of Registered Agent and Registered Office of the Company.

3.2 Certificate of Change of Registered Agent and Registered Office of the Company (incorporated by reference to Exhibit 3.2 to the Company ’ s Annual Report on Form 10-K filed on March 8 , 202 4 ) .

Third Amended and Restated Bylaws of TaskUs, Inc., dated as of March 2, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 7, 2023).

Description of Company’s Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934 .

4.1 Description of Company’s Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Company ’ s Annual Report on Form 10-K filed on March 8, 2024) .

10.1 Amended and Restated Stockholders Agreement, dated as of June 15, 2021, by and among the Company and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 15, 2021).

38 unchanged sentences

10.24† Form of Restricted Stock Unit Agreement under TaskUs, Inc.

2021 Omnibus Incentive Plan (in c orporated by reference to Exhibit 10.29 to the Co mpany ’ s Annual Report on Form 10-K filed on Mar ch 6, 2023) .

2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K filed on March 6, 2023).

Form of Option Agreement under TaskUs, Inc.

2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.30 to the C ompany ’ s Annual Report on Form 10-K filed on March 6, 2023) .

2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed on March 6, 2023).

Amendment to Performance Stock Unit Agreement (Founder's Award) under TaskUs, Inc.

2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.31 to the Company ’ s Annual Report on Form 10-K filed on Mar ch 6, 2023) .

2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K filed on March 6, 2023).

10.27† Amendment to Option Agreement (Founder's Award) under TaskUs, Inc.

1 unchanged sentence

10.28† Amendment to Restricted Stock Unit Agreement (Founder's Award) under TaskUs, Inc.

2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.33 to the Co mpany ’ s Annual Report on Form 10-K filed on March 6, 2023) .

10.29† Pay Change Memo, dated February 28, 2023, for Bryce Maddock (incorporated by reference to Exhibit 10.34 to the Co mpany ’ s Annual Report on Form 10-K filed on Mar ch 6, 2023) .

10.30† Pay Change Memo, dated February 28, 2023, for Jaspar Weir (incorporated by reference to Exhibit 10.35 to the Co mpany ’ s Annual Report on Form 10-K filed on March 6, 2023) .

2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed on March 6, 2023).

10.29† Pay Change Memo, dated February 28, 2023, for Bryce Maddock (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K filed on March 6, 2023).

10.30† Pay Change Memo, dated February 28, 2023, for Jaspar Weir (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K filed on March 6, 2023).

10.31† Form of Restricted Stock Unit Agreement under TaskUs, Inc.

2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K filed on March 8, 2024).

10.32† Pay Change Memo, dated March 1, 2024, for Balaji Sekar (incorporated by reference to Exhibit 10.32 to the Company ’ s Annual Report on Form 10-K filed on March 8, 2024) .

10.33† Pay Change Memo, dated March 1, 2024, for Jarrod Johnson (incorporated by reference to E xhibit 10.33 to the Company ’ s Annual Report on Form 10-K filed on March 8, 2024) .

10.34† Pay Change Memo, dated March 1, 2024, for Stephan Daoust (inco rporated by reference to E xhibit 10.34 to the Company ’ s Annual Report on Form 10-K filed on March 8, 2024) .

10.35† Pay Change Memo, dated March 1, 2024, for Claudia Walsh (incorporated by reference to Exhibit 10.35 to the Company ’ s Annual Report on Form 10-K filed on March 8, 2024) .

10.36† Performance Stock Unit Agreement (under TaskUs, Inc.

2021 Omnibus Incentive Plan), dated June 3, 2024, between the Company and Bryce Maddock (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2024).

10.37†* Form of Performance Stock Unit Agreement under TaskUs, Inc.

2021 Omnibus Incentive Plan.

10.32†* Pay Change Memo, dated March 1, 2024, for Balaji Sekar.

10.33†* Pay Change Memo, dated March 1, 2024, for Jarrod Johnson.

10.34†* Pay Change Memo, dated March 1, 2024, for Stephan Daoust.

10.35†* Pay Change Memo, dated March 1, 2024, for Claudia Walsh.

19.1* TaskUs, Inc.

Securities Trading Policy

21.1* Subsidiaries of the Registrant.

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1* Incentive Co mpensation Clawback Policy, dated as of September 6, 2023

97.1 Incentive Compensation Clawback Policy, dated as of September 6, 2023 (incorporated by reference to Exhibit 97.1 to the Company ’ s Annual Report on Form 10-K filed on March 8, 2024).

99.1* Section 13(r) Disclosure.

20 unchanged sentences

Signature Title Date

/s/ Bryce Maddock Chief Executive Officer and Director

/s/ Bryce Maddock Chief Executive Officer and Chairperson

(principal executive officer)

3 unchanged sentences

/s/ Balaji Sekar Chief Financial Officer

(principal financial officer)

March 8, 2024

/s/ Steve Amaya Senior Vice President—Finance

(principal accounting officer)

(principal financial officer and principal accounting officer)

March 6, 2025

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures