What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-05 compared with 2025-03-06 · 174 added, 106 removed, 944 unchanged (23% of the section changed)

64 unchanged sentences

Current portion of debt

21,559 14,809

Current portion of operating lease liabilities 19,284 16,087

26 unchanged sentences

754,773 726,917

Accumulated deficit

( 44,114 ) ( 89,984 )

Retained earnings (Accumulated deficit) 58,161 ( 44,114 )

Accumulated other comprehensive loss ( 24,695 ) ( 25,389 )

19 unchanged sentences

Operating income 140,626 92,424 95,038

Other expense (income), net ( 3,306 ) ( 1,711 ) 7,443

Other income, net ( 14,433 ) ( 3,306 ) ( 1,711 )

Financing expenses 18,385 21,549 21,717

14 unchanged sentences

Net income $ 102,275 $ 45,870 $ 45,690

Unrealized loss on derivative contracts, net ( 3,333 ) — —

Unrealized gain (loss) on derivative contracts, net 1,985 ( 3,333 ) —

Retirement benefit reserves, net 1,222 ( 551 ) 790

4 unchanged sentences

(in thousands, except share data)

Capital stock and additional paid-in capital Accumulated deficit Accumulated other comprehensive loss Total shareholders’ equity

Capital stock and additional paid-in capital Retained earnings (Accumulated deficit) Accumulated other comprehensive loss Total shareholders’ equity

Class A common stock Class B convertible common stock Additional paid-in capital

5 unchanged sentences

Shares withheld related to net share settlement ( 188,091 ) ( 1 ) — — ( 2,168 ) — — — — ( 2,169 )

Shares issued in acquisition of heloo 200,103 2 — — 7,194 — — — — 7,196

Repurchase of common stock — — — — — — — 10,146,692 ( 112,909 ) ( 112,909 )

1 unchanged sentence

Net income — — — — — 45,690 — — — 45,690

Other comprehensive loss — — — — — — ( 8,484 ) — — ( 8,484 )

Other comprehensive income — — — — — — 1,096 — — 1,096

Balance as of December 31, 2023

5 unchanged sentences

Net income — — — — — 45,870 — — — 45,870

Other comprehensive income — — — — — — 1,096 — — 1,096

Other comprehensive loss — — — — — — ( 15,838 ) — — ( 15,838 )

Balance as of December 31, 2024

2 unchanged sentences

Shares withheld related to net share settlement ( 698,923 ) ( 6 ) — — ( 10,358 ) — — — — ( 10,364 )

Conversion from Class B to Class A Common Stock 15,000,000 150 ( 15,000,000 ) ( 150 ) — — — — — —

Repurchase of common stock — — — — — — — 2,112,247 ( 27,782 ) ( 27,782 )

1 unchanged sentence

Net income — — — — — 102,275 — — — 102,275

Other comprehensive loss — — — — — — ( 15,838 ) — — ( 15,838 )

Other comprehensive income — — — — — — 694 — — 694

Balance as of December 31, 2025

41 unchanged sentences

( 63,500 ) ( 39,104 ) ( 30,995 )

Acquisition, net of cash acquired — — ( 23,235 )

Investment in loan receivable — — ( 1,000 )

1 unchanged sentence

Cash flows from financing activities:

Proceeds from borrowings, Revolving credit facility

Proceeds from long-term debt — — 270,000

Payments for deferred business acquisition consideration ( 150 ) ( 144 ) ( 1,875 )

1 unchanged sentence

( 15,189 ) ( 8,438 ) ( 3,713 )

Payments for debt financing fees — — ( 1,821 )

Proceeds from employee stock plans 8,588 6,261 631

26 unchanged sentences

was incorporated in Delaware in July 2018, and is headquartered in New Braunfels, Texas.

The Company is a provider of outsourced digital services and next-generation customer experience to the world’s most innovative companies, helping its clients represent, protect and grow their brands.

The Company delivers outsourced digital services that power the companies shaping the future.

By combining specialized human talent and intelligent technology, the Company solves complex operational challenges for global category leaders within AI, autonomous vehicles, robotics, social media, financial services, healthcare, and beyond.

The Company enables its clients to elevate their customer experience, protect their platforms, and grow their brands.

The Company’s global, omnichannel delivery model is focused on providing its clients three key services - Digital Customer Experience, Trust & Safety and Artificial Intelligence (“AI”) Services.

13 unchanged sentences

The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

The Company has made certain reclassifications to prior period consolidated financial statements to conform to current period presentation.

Colombia, which was previously included in Rest of World, is now reported separately within property and equipment, net by geography.

(b) Use of Estimates

17 unchanged sentences

(e) Concentration Risk

Most of the Company’s customers are located in the United States.

Customers outside of the United States are concentrated in Europe.

For the years ended December 31, 2024, 2023 and 2022, the following customers represented greater than 10% of the Company’s service revenue:

Service revenue percentage

Most of the Company’s clients are located in the United States.

Clients outside of the United States are concentrated in Europe.

For the years ended December 31, 2025, 2024 and 2023, the following client represented greater than 10% of the Company’s service revenue:

Year ended December 31,

1 unchanged sentence

26 % 22 % 19 %

For the years ended December 31, 2024 and 2023, the following customers represented greater than 10% of the Company’s accounts receivable:

Accounts receivable percentage

For the years ended December 31, 2025 and 2024, the following clients represented greater than 10% of the Company’s accounts receivable:

Customer December 31, 2025 December 31, 2024

Less than 10 % 11 %

The Company’s principal operations, including the majority of its employees and the fixed assets owned by its wholly owned subsidiaries, are located in the Philippines.

10 unchanged sentences

The Company does not apply the short-term lease exception and therefore recognizes a right-of-use asset and lease liability for all leases.

The Company has various leases for office spaces under operating lease agreements which have a range of periods remaining from one to six years , and often include a renewal option for an additional term.

The Company has various leases for office spaces under operating lease agreements which have a range of periods remaining from one to five years, and often include a renewal option for an additional term.

Lease terms include the base, non-cancelable lease term, and any options to extend or terminate the lease when it is reasonably certain at commencement that the Company will exercise such options.

Right-of-use (“ROU”) lease assets represent the Company’s right to use an underlying asset for the lease term and may include any advance lease payments made.

ROU lease liabilities represent our obligation to make lease payments arising from the contractual terms of the lease.

ROU lease liabilities represent the Company’s obligation to make lease payments arising from the contractual terms of the lease.

ROU lease assets and lease liabilities are recognized at the commencement of the lease and are calculated using the present value of lease payments over the lease term.

35 unchanged sentences

ASC Topic 815, Derivatives and Hedging, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and hedging activities.

It requires measurement of all derivative instruments at fair value, recognized as assets (prepaid expenses and other) or liabilities (accrued payroll and employee-related liabilities) on the consolidated balance sheets.

It requires measurement of all derivative instruments at fair value, recognized as assets (prepaid expenses and other) or liabilities ( accounts payable and accrued liabilities ) on the consolidated balance sheets.

The cash flow effects of all of the Company’s derivative instruments are reflected in operating activities on the consolidated statements of cash flows.

1 unchanged sentence

Cash Flow Hedges

The Company performs an assessment, on the designation date and on an ongoing basis, to determine whether the cash flow hedges are expected to be highly effective at offsetting changes in the hedged item.

The Company performs an assessment, on the designation date and on an ongoing basis, to determine whether cash flow hedges are expected to be highly effective at offsetting changes in the hedged item.

For the effective portion, changes in fair values of derivative instruments designated as cash flow hedges are recorded in accumulated other comprehensive loss and reclassified into earnings when the hedged transactions occur.

2 unchanged sentences

(m) Revenue Recognition

The Company recognizes revenue from its services in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).

The Company recognizes revenue from its services in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).

Under ASC 606, the Company recognizes revenues for services for which control has transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services.

33 unchanged sentences

Expenditures for additions, major improvements, and renewals are capitalized, while expenditures for repairs and maintenance are charged to expense as incurred.

Depreciation is computed on the straight-line basis over the estimated useful life of the Company’s assets, generally three to five years or, for leasehold improvements, over five years or the remaining term of the lease, whichever is shorter.

Depreciation is computed on the straight-line basis over the estimated useful life of the Company’s assets, generally three to five years or, for leasehold improvements, the estimated useful life or the remaining term of the lease, whichever is shorter.

Construction in process represents property under construction and is stated at cost, including costs of construction and other direct costs, which is not depreciated until such time that the assets are completed and available for use.

20 unchanged sentences

If determined that it is more-likely-than-not the estimated fair value of a reporting unit is less than its carrying amount, a quantitative assessment is performed (“Step 1”).

Under FASB Topic ASC 350 Intangibles—Goodwill and Other , entities have an unconditional option to bypass the qualitative assessment described in the preceding sentences for any reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test.

Under ASC Topic 350 Intangibles—Goodwill and Other , entities have an unconditional option to bypass the qualitative assessment described in the preceding sentences for any reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test.

An entity may resume performing the qualitative assessment in any subsequent period.

4 unchanged sentences

(r) Prepaid Expenses and Other Assets

Prepaid expenses and ot her current assets consists primarily of receivable from insurance, VAT and goods and services taxes, prepayments for software and insurance, advances to suppliers, refundable security deposits and implementation costs capitalized for hosting arrangements.

Other noncurrent assets consists prima rily of refundable security deposits, implementation costs capitalized for hosting arrangements and deferred financing costs on the undrawn revolver loan.

Prepaid expenses and ot her current assets consists primarily of receivables from insurance, VAT and goods and services taxes, prepayments for software and implementation costs capitalized for hosting arrangements, advances to suppliers, refundable security deposits and forward contracts.

Other noncurrent assets consists primarily of refundable security deposits, implementation costs capitalized for hosting arrangements and deferred financing costs on the undrawn revolver loan.

(s) Share Repurchases

1 unchanged sentence

(t) Share-based Compensation

The Company accounts for its stock-based awards in accordance with provisions of ASC 718, Compensation - Stock Compensation (“ASC 718”).

The Company accounts for its stock-based awards in accordance with ASC Topic 718, Compensation - Stock Compensation (“ASC 718”).

For equity awards total compensation cost is based on the grant date fair value.

34 unchanged sentences

The first step is to evaluate the tax position for recognition by determining whether the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any.

The second step is to measure the tax benefit as the largest amount which is more than 50 percent likely of being realized and effectively settled.

The second step is to measure the tax benefit as the largest amount which is more than likely of being realized and effectively settled.

The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and that may not accurately forecast actual outcomes.

3 unchanged sentences

Accordingly, the Company is provided the option to adopt new or revised accounting guidance either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies.

The Company has elected to adopt new or revised accounting guidance within the same time period as private companies.

The Company has elected to adopt new or revised accounting guidance within the same time period as private compani es.

The Company will lose its status as an emerging growth company on December 31, 2026, the last day of the fiscal year following the fifth anniversary of its initial public offering.

As a result, the Company will no longer be entitled to take advantage of specified reduced reporting requirements after that date.

Recently adopted accounting pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This standard requires enhanced disclosure of significant segment expenses, and other segment items, on an annual and interim basis.

The Company adopted this standard as of December 31, 2024, with retrospective application to all periods presented in the financial statements.

See Note 16, “Segment Information” for disclosure of significant segment expenses.

There were no new accounting pronouncements adopted during the year ended December 31, 2025, that had a material impact on the Company’s consolidated financial statements.

Recently issued accounting pronouncements

17 unchanged sentences

The Company is currently reviewing this ASU.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

The amendments in this Update simplify the measurement of credit losses by providing a practical expedient which permits an entity, when estimating expected credit losses for current accounts receivable and contract assets, to make an election to assume that current conditions as of the balance sheet date will remain unchanged for the asset's remaining life.

This ASU will be effective for the Company for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years.

Early adoption is permitted.

This ASU should be applied prospectively.

The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

This standard modernizes the accounting for internal-use software by (1) removing the previous stage-based development model, (2) requiring capitalization to begin when management commits to funding and it is probable the project will be completed, and (3) clarifying that the probability threshold is not met if significant development uncertainty exists.

The amendments also supersede the separate guidance for website development costs, incorporating those requirements into the internal-use software subtopic.

This ASU will be effective for the Company for fiscal years beginning after December 15, 2027, and interim periods within those years.

Early adoption is permitted.

This ASU may be applied on either a prospective or retrospective basis.

The Company is currently reviewing this ASU.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities.

This standard establishes authoritative guidance for the recognition, measurement, and presentation of government grants received by business entities.

The amendments require that a government grant not be recognized until (1) it is probable that the entity will comply with the conditions attached to the grant and (2) the grant will be received.

The amendment also requires that a grant related to an asset be recognized on the balance sheet as a business entity incurs the related costs for which the grant is intended to compensate, either as deferred income or an adjustment to the carrying amount of the asset.

This ASU will be effective for the Company for fiscal years beginning after December 15, 2028, and interim periods within those years, consistent with the timeline for public business entities since the Company will lose emerging growth company status.

Early adoption is permitted.

This ASU will be applied using either a modified prospective, modified retrospective, or retrospective approach.

The Company is currently reviewing this ASU.

Business Combination

4 unchanged sentences

Since these payments were contingent on future service conditions, they were recognized as compensation expense ratably over the required service period.

The Company recognized compensation expense related to the contingent earn-out payments within selling, general, and administrative expenses of $ 0.0 million and $ 7.9 million for the years ended December 31, 2024 and 2023 , respectively.

The Company paid $ 0.0 million and $ 18.3 million related to the contingent earn-out during the years ended December 31, 2024 and 2023 , respectively, which is included in net cash provided by operating activities.

The total fair value of remaining contingent earn-out payments was determined to be $ 0.0 million as of December 31, 2023, with the second earn-out period expired as of April 30, 2024, with no additional amount paid.

The Company paid $ 0.1 million and $ 1.9 million related to holdback cash consideration during the years ended December 31, 2024 and 2023 , respectively, which is included in payments for deferred business acquisition consideration.

The Company recognized compensation expense related to the contingent earn-out payments within selling, general, and administrative expenses of $ 7.9 million for the year ended December 31, 2023.

The Company paid $ 18.3 million related to the contingent earn-out during the year ended December 31, 2023, which is included in net cash provided by operating activities.

The second earn-out period expired as of April 30, 2024, with no additional amount paid.

The Company paid $ 0.2 million, $ 0.1 million and $ 1.9 million related to holdback cash consideration during the years ended December 31, 2025, 2024 and 2023 , respectively, which is included in payments for deferred business acquisition consideration.

All holdback consideration has been paid as of December 31, 2025.

Revenue from Contracts with Customers

34 unchanged sentences

The Company transacts business in various foreign currencies and has international sales and expenses denominated in foreign currencies, subjecting the Company to foreign currency exchange rate risk.

During 2024 and 2023, the Company entered into foreign currency exchange rate forward contracts, with five commercial banks as the counterparties, with maturities of generally 12 months or less, to reduce the volatility of cash flows, primarily related to forecasted costs denominated in Philippine pesos, Indian rupees, Mexican pesos and Colombian pesos.

During 2025 and 2024, the Company entered into foreign currency exchange rate forward contracts, with six commercial banks as the counterparties, with maturities of generally 12 months or less, to reduce the volatility of cash flows, primarily related to forecasted costs denominated in Philippine pesos, Indian rupees, Mexican pesos, Colombian pesos and euros.

In addition, the Company utilizes foreign currency exchange rate contracts to mitigate foreign currency exchange rate risk associated with foreign currency-denominated assets and liabilities, primarily intercompany balances.

1 unchanged sentence

Cash Flow Hedges

For the years ended December 31, 2024, 2023 and 2022, the Company did not settle any cash flow hedges.

The following table presents the Company's realized gains associated with our cash flow hedges reclassified from accumulated other comprehensive loss ("AOCL") to earnings:

Year ended December 31,

(in thousands) 2025 2024 2023

Cost of services $ ( 4,093 ) $ — $ —

Selling, general, and administrative expense ( 640 ) — —

Depreciation expense ( 361 ) — —

Total amount reclassified from AOCL $ ( 5,094 ) $ — $ —

The following table presents the Company's settled forward contracts designated as cash flow hedges:

Year ended December 31,

(in thousands) 2025 2024 2023

Notional amount of settled forward contracts in Philippine pesos $ 190,670 $ — $ —

Notional amount of settled forward contracts in Indian rupees 55,263 — —

Notional amount of settled forward contracts in Mexican pesos 17,869 — —

Notional amount of settled forward contracts in Colombian pesos 45,653 — —

Notional amount of settled forward contracts in euros 6,822 — —

Total notional amount of settled forward contracts designated as cash flow hedges $ 316,277 $ — $ —

The following table presents the Company's outstanding forward contracts designated as cash flow hedges:

5 unchanged sentences

Notional amount of outstanding forward contracts in Colombian pesos 41,961 35,141 —

Notional amount of outstanding forward contracts in euros 20,641 — —

Total notional amount of outstanding forward contracts designated as cash flow hedges $ 304,432 $ 244,143 $ —

All cash flow hedges were determined to be highly effective, with no component of any gain or loss excluded from the assessment of hedge effectiveness, for the periods presented.

Net unrealized losses on cash flow hedges for the year ended December 31, 2024 was $ 4.2 million.

Net unrealized losses (gains) on cash flow hedges for the years ended December 31, 2025 and 2024 was $ 7.6 million and $ 4.2 million, respectively.

As of December 31, 2025, the net accumulated loss on our foreign currency cash flow hedges expected to be reclassed from accumulated other comprehensive loss into earnings within the next 12 months was $ 1.8 million.

36 unchanged sentences

(in thousands) Level 1 inputs Level 2 inputs Level 3 inputs

Derivatives not designated as hedging instruments:

Money market funds $ 60,346 $ — $ — $ 60,346 $ — $ 60,346

Derivatives designated as hedging instruments:

Forward contracts receivable

$ — $ 2 $ — $ 2 $ ( 2 ) $ —

Derivatives not designated as hedging instruments:

Derivatives designated as hedging instruments:

Forward contracts payable

27 unchanged sentences

Rest of World

11,385 11,991

Property and equipment, net

40 unchanged sentences

The Refinancing was accounted for as a debt modification for existing lenders and new debt for new lenders, resulting in debt issuance costs, including amounts allocated from the 2019 Credit Agreement, of $ 1.9 million associated with the 2022 Term Loan Facility and $ 1.1 million associated with the undrawn 2022 Revolving Credit Facility.

Third party fees of $ 0.3 million associated with the debt modification were recorded in financing expenses on the consolidated statements of income for the year ended December 31, 2022.

The 2022 Term Loan Facility matures on September 7, 2027, and commencing with the fiscal quarter ending December 31, 2022, requires quarterly principal payments of 0.25 % of the original principal amount through September 30, 2023, 0.625 % of the original principal amount through September 30, 2024, 1.25 % of the original principal amount through September 30, 2025, 1.875 % of the original principal amount through September 30, 2026 and 2.50 % of the original principal amount thereafter, with the remaining principal due in a lump sum at the maturity date.

43 unchanged sentences

22-cv-1479-JPC), was filed in the United States District Court for the Southern District of New York against the Company, our Chief Executive Officer, our President, and our Chief Financial Officer.

The complaint alleges that the registration statement filed in connection with the Company’s initial public offering (“IPO”) and the Company’s second and third quarter 2021 earnings calls contained materially false and misleading information in violation of the federal securities laws.

The complaint alleged that the registration statement filed in connection with the Company’s initial public offering (“IPO”) and the Company’s second and third quarter 2021 earnings calls contained materially false and misleading information in violation of the federal securities laws.

On October 20, 2022, the court entered an order appointing Humberto Lozada as lead plaintiff in the lawsuit.

On December 16, 2022, lead plaintiff filed an amended complaint, alleging additional misstatements in certain of the Company’s 2021 earnings releases filed on Form 8-K and at an investor conference, and asserting additional securities claims, including against members of TaskUs’s Board of Directors as well as BCP FC Aggregator L.P.

The complaint seeks unspecified damages and an award of costs and expenses, including reasonable attorneys’ fees, as well as equitable relief.

The complaint sought unspecified damages and an award of costs and expenses, including reasonable attorneys’ fees, as well as equitable relief.

On February 17, 2023, TaskUs and the other named defendants filed a motion to dismiss.

On October 16, 2023, the plaintiffs voluntarily dismissed with prejudice certain claims based on certain theories of liability.

On February 24, 2025, the Company entered into a Stipulation and Agreement of Settlement (the “Settlement Agreement”), which is subject to approval by the court .

The Settlement Agreement contemplates a combined payment by defendants of $ 17.5 million, inclusive of plaintiffs’ attorneys’ fees and expenses, and a full and complete release of all claims.

The Company expects its insurance retention and policies to fund the settlement amount.

The defendants have entered into the Settlement Agreement solely to eliminate the burden, expense, uncertainty, and risk of further litigation and have denied, and continue to deny, any and all allegations of liability or wrongdoing.

On January 15, 2025, TaskUs stockholder James Eaton filed a derivative lawsuit in the Court of Chancery of the State of Delaware captioned Eaton v.

Maddock, et al., (C.A.

On February 24, 2025, the Company entered into a Stipulation and Agreement of Settlement (the “Settlement Agreement”), which the Court preliminarily approved on June 13, 2025.

A settlement hearing took place on October 16, 2025.

On December 4, 2025, the Court granted final approval of the settlement and entered a judgment pursuant to the settlement.

The Settlement Agreement includes a combined payment by defendants of $ 17.5 million, inclusive of plaintiffs’ attorneys’ fees and expenses, and a full and complete release of all claims.

The Company's insurance retention and policies fully funded the settlement amount in July 2025.

The defendants entered into the Settlement Agreement solely to eliminate the burden, expense, uncertainty, and risk of further litigation and have denied, and continue to deny, any and all allegations of liability or wrongdoing.

On January 15, 2025, putative TaskUs stockholder James Eaton filed a derivative lawsuit in the Court of Chancery of the State of Delaware, captioned Eaton v.

Maddock, et al.

2025-0043-NAC), purportedly on behalf of the Company against certain current and former members of its Board of Directors.

1 unchanged sentence

§220 on TaskUs on July 3, 2024, which the Company responded to on September 16, 2024.

The Eaton complaint includes allegations similar to those in the Lozada case.

The Eaton complaint includes allegations similar to those in the Lozada case and asserts a claim for breach of fiduciary duty.

In particular, the complaint alleges that TaskUs’s public filings included misstatements regarding its low employee attrition rate and high Glassdoor rating in the lead-up periods to the Company’s IPO and secondary public offering in October 2021 (“SPO”).

6 unchanged sentences

and (6) loss of Company revenue and profits.

On June 5, 2025, the parties moved to stay the action, which the Court granted on June 6, 2025.

The Company is unable to predict, with a reasonable degree of certainty, the likely outcome of this litigation.

The Company is also currently defending three lawsuits that present in large degree the same legal or factual issues, with allegations that are similar in nature.

We believe that these three lawsuits are without merit and intend to defend each vigorously.

The Company cannot predict at this point the length of time that these actions will be ongoing or the liability, if any, which may arise therefrom.

As these actions are still in preliminary phases, any potential loss or impact on financial position or results of operations cannot yet be estimated.

On April 1, 2022, a purported class action lawsuit captioned Gregory Forsberg, Christopher Gunter, Samuel Kissinger, and Scott Sipprell vs.

and Shopify, Inc., Shopify Holdings (USA), Inc., Shopify (USA) Inc., No.

1:22-cv-00436-UNA, was filed in the United States District Court for the District of Delaware.

The complaint alleges the named defendants failed to exercise reasonable care in securing and safeguarding consumer information in connection with a 2020 data breach impacting Ledger SAS cryptocurrency hardware wallets, resulting in the unauthorized public release of approximately 272,000 pieces of detailed personally identifiable information, including Plaintiffs’ and class members’ full names, email addresses, postal addresses, and telephone numbers.

The four named plaintiffs allege aggregate losses of approximately $ 140,000 , and allege that the damages exceed $ 5 million for purposes of class action jurisdiction.

On April 8, 2022, the Company filed a motion to dismiss, which is currently pending.

This case is currently stayed.

On March 6, 2025, putative TaskUs stockholder Kalvin Tucker filed a derivative lawsuit in the United States District Court for the Southern District of New York, captioned Tucker v.

Dixit, et al.

25-cv-01875), purportedly on behalf of the Company against certain current and former members of its Board of Directors.

The Tucker complaint includes allegations that are substantially similar to those in the Eaton case and asserts claims for contribution, breach of fiduciary duty, aiding and abetting breaches of fiduciary duty, unjust enrichment, and waste.

On June 10, 2025, the parties moved to stay the action, which the Court granted on June 11, 2025.

The Company is unable to predict, with a reasonable degree of certainty, the likely outcome of this litigation.

On May 27, 2025, a purported class action captioned Nelson Estrada, individually and on behalf of all others similarly situated v.

TaskUs, Inc., was filed in the United States District Court for the Southern District of New York against the Company.

An amended complaint was filed on September 16, 2025 that added additional plaintiffs Allen Joo, Tiba Parsa, Tim Reynolds, and Craig Burson.

The amended complaint alleges that plaintiffs’ data was implicated in a Coinbase data breach announced on May 14, 2025, that the breach involved TaskUs employees providing overseas support services to Coinbase who improperly accessed information related to his account, and that a subset of the plaintiffs had cryptocurrency assets stolen in ways that they allege was related to the breach.

The amended complaint asserts claims for negligence, negligent hiring/supervision, conversion, fraud, breach of implied contract, unjust enrichment, declaratory and injunctive relief, violation of the unfair and deceptive trade law statutes of various states, and violation of the California Consumer Privacy Act.

Plaintiff seeks to certify a class of all persons in the United States whose personally identifiable information was compromised in the Coinbase data breach, as well as a similarly defined California sub-class, and a sub-class of individuals whose cryptocurrency assets were stolen by those who received personally identifiable information as a result of the breach.

Plaintiffs request damages, pre- and post-judgment interest, attorneys’ fees, and any other relief allowable under law.

On October 30, 2025, the Company filed a motion to dismiss the amended complaint, which is currently pending.

The Company is unable to predict, with a reasonable degree of certainty, the likely outcome of this litigation.

On October 24, 2025, an amended complaint was filed in the consolidated proceedings captioned In re Coinbase Customer Data Security Breach Litigation in the United States District Court for the Southern District of New York.

This action contains multiple proceedings that were originally filed against Coinbase and were subsequently consolidated into a single multi-district litigation.

The amended complaint named the Company as a defendant, in addition to Coinbase Global, Inc., Coinbase, Inc., and ten “John Doe” defendants to represent currently unknown other entities, and alleged that plaintiffs’ data was implicated in a Coinbase data breach announced on May 14, 2025 and that the breach involved TaskUs employees providing overseas support services to Coinbase who improperly accessed information related to his account.

The amended complaint asserted claims against both the Company and Coinbase for negligence, gross negligence, breach of implied contract, unjust enrichment, violations of the statutes of various states that require timely notice be provided following a data breach, and violations of the consumer protection statutes of various states.

The amended complaint also brought claims for breach of fiduciary duty and declaratory judgment that are directed at Coinbase.

Plaintiffs sought to certify a class of all persons in the United States whose personally identifiable information was compromised in the Coinbase data breach, as well as similarly defined sub-classes for California, Colorado, Maine, Massachusetts, New York, South Carolina, Texas, Washington, and Wisconsin.

Plaintiffs requested damages, pre- and post-judgment interest, attorneys’ fees, and any other relief allowable under law.

On January 15, 2026, a Consolidated Class Action Complaint was filed, removing TaskUs as a defendant.

Accordingly, no claims against the Company remain in this litigation.

On September 16, 2022, a lawsuit captioned My Choice Software, LLC vs.

1 unchanged sentence

22-cv-1710 was filed in the United States District Court, Central District of California.

The complaint alleges the defendants profited off of the plaintiff's information.

The complaint alleges the defendants profited off of the plaintiff's information in connection with a 2020 Shopify data breach.

The complaint seeks unspecified damages and an award of costs and expenses, including reasonable attorneys’ fees, as well as equitable and injunctive relief.

2 unchanged sentences

This case is currently stayed.

On November 22, 2023, TaskUs was added as an additional defendant in a lawsuit captioned Naeem Seirafi, Edward Baton, Anthony Comilla, Brett Deeney, and Abraham Vilinger, individually and on behalf of all others similarly situated v.

Ledger SAS, Shopify (USA) Inc., Shopify Inc., and TaskUs, Inc., No.

21-cv-02470 pending in the United States District Court, Northern District of California.

The complaint alleges defendants failed to exercise reasonable care in securing and safeguarding consumer information in connection with a 2020 data breach impacting Ledger cryptocurrency hardware wallets, resulting in the unauthorized public release of approximately 272,000 pieces of detailed personally identifiable information, including Plaintiffs’ and “Class” members’ full names, email addresses, postal addresses, and telephone numbers.

The complaint asserts claims against TaskUs for negligence, negligence per se, declaratory and injunctive relief, and for violations of the New York Deceptive Trade Practices Act.

The named plaintiffs’ alleged damages of approximately $ 557,000 and an award of costs and expenses, including reasonable attorneys’ fees, as well as declaratory and injunctive relief, and other damages.

On February 5, 2024, TaskUs filed a motion to dismiss.

On July 16, 2024, the Court granted in part and denied in part the motion to dismiss.

On August 23, 2024, the plaintiffs filed an amended complaint.

On September 19, 2024, TaskUs filed a motion to dismiss, which the court granted on February 6, 2025.

The Company is unable to predict, with a reasonable degree of certainty, the likely outcome of this litigation.

Indemnification

1 unchanged sentence

Historically, we have not experienced significant losses on these types of indemnification obligations;

however, the Company may incur significant losses related to such indemnification obligations in the future.

Stock-Based Compensation

11 unchanged sentences

The RSUs are typically subject to service-based vesting conditions and generally vest in quarterly or annual installments over two to four years .

The Company initially granted 6,614,122 awards to its founders and reserved an additional 12,160,929 shares of Class A common stock for issuance under the 2021 Plan.

As of December 31, 2025, the total number of shares available for future grants under the 2021 Plan was 6,154,841 , subject to automatic annual evergreen increases.

22 unchanged sentences

3,599,988 $ 22.19 5.7 $ 3,040

There were no stock options granted during the year ended December 31, 2024.

The weighted-average grant-date fair value of options granted during the years ended December 31, 2023 and 2022 was $ 8.85 and $ 10.73 , respectively.

The total pre-tax intrinsic value of the options exercised during the year ended December 31, 2024, 2023, and 2022 was $ 12.6 million, $ 1.3 million, and $ 10.9 million respectively.

There were no stock options granted during the years ended December 31, 2025 and 2024.

The weighted-average grant-date fair value of options granted during the year ended December 31, 2023 was $ 8.85 .

The total pre-tax intrinsic value of the options exercised during the years ended December 31, 2025, 2024, and 2023 was $ 11.5 million, $ 12.6 million, and $ 1.3 million respectively.

Options granted to employees contain service conditions that affect vesting.

35 unchanged sentences

Released ( 80,000 ) $ 11.92

( 3,373,417 ) $ 4.02

Unvested and Outstanding at December 31, 2025 (1)

636,198 $ 12.51

The majority of PSUs outstanding as of January 1, 2024, vest contingently in annual installments over four years subject to continued service and the achievement of certain enterprise value compound annual growth rate ("CAGR") targets (market conditions).

The remaining PSUs vest contingently in four years subject to continued service and the achievement of certain market capitalization CAGR targets (market conditions).

The majority of PSUs granted during 2024 , vest contingently in annual installments over three years subject to continued service and the achievement of certain stock price CAGR targets (market conditions).

(1) Includes PSUs for which the performance period has ended, but remain subject to formal certification and approval by the Compensation Committee of the Board of Directors on December 31, 2025.

Upon formal certification of performance targets in the first quarter of 2026, 74,914 PSUs were released and 50,795 PSUs were cancelled.

The total pre-tax intrinsic value of the PSUs released during the year ended December 31, 2025 was $ 1.3 million .

There were no PSUs released during the years ended December 31, 2024 and 2023.

The Company granted 396,198 PSUs during 2025 , which vest contingently over three years subject to continued service and the achievement of certain Revenue and Adjusted EBITDA targets (performance conditions).

The Company granted 320,000 PSUs during 2024 with a weighted-average grant date fair value of $ 11.58 .

The majority of which vest contingently in annual installments over three years subject to continued service and the achievement of certain stock price CAGR targets (market conditions).

The remaining PSUs vest contingently over three years subject to continued service and the achievement of certain New Business Annual Contract Value targets (performance conditions).

3 unchanged sentences

Risk-free interest rate (%) 4.7 %- 5.1 %

The Company granted 3,307,060 PSUs in June 2021, which vest contingently in annual installments over four years subject to continued service and the achievement of certain enterprise value compound annual growth rate ("CAGR") targets (market conditions).

The Company granted 66,357 PSUs in August 2021, which vest contingently in four years subject to continued service and the achievement of certain market capitalization CAGR targets (market conditions).

None of these PSUs met their performance targets and all were cancelled during 2025.

Stock-Based Compensation Expense

6 unchanged sentences

For the year ended December 31, 2025, there was $ 0.2 million, $ 17.6 million and $ 0.8 million of unrecognized compensation expense related to the Company’s unvested stock options, RSUs and PSUs, respectively, that is expected to be recognized over a weighted-average period of 0.2 years, 1.4 years and 1.3 years.

Certain PSUs contain performance conditions, which may result in a different amount of expense recognized over the term of the awards.

The tax benefits recognized in the consolidated statements of income for stock-based compensation expense, including the impact of exercises and releases, were $ 3.6 million, $ 0.5 million, and $ 0.8 million for the years ended December 31, 2025, 2024, and 2023, respectively.

31 unchanged sentences

Other capitalized costs 3,679 3,147

Gross deferred tax assets

43,195 37,609

Valuation allowance

Total deferred tax assets

10 unchanged sentences

The Company assessed the available positive and negative evidence to estimate whether it was more likely than not that some portion, or all, of the deferred tax assets would be realized.

Evidence of sources of taxable income and the pattern and timing of the reversal of the temporary differences were sufficient to support a conclusion that a valuation allowance was not needed.

The Company thereby determined it was more likely than not the deferred tax assets would be realized.

Based on the level of historical taxable income and projections for future taxable income over the periods during which the Company’s deferred tax assets are deductible, management believes that it is more likely than not that the Company will realize the benefits of its deductible temporary differences and carry forwards, net of the existing valuation allowances as of December 31, 2025.

As of December 31, 2025 , federal net operating loss carryforwards of subsidiaries in the Philippines and United Kingdom amounted to $ 0.8 million .

Our United Kingdom net operating loss can be carried forward for an indefinite period.

Our net operating losses in the Philippines can be carried forward until 2028.

As of December 31, 2025 , our U.S.

federal foreign tax credit of $ 0.2 million will expire between 2031 and 2035.

The following is a reconciliation stated as a percentage of pretax income of the U.S.

13 unchanged sentences

Foreign jurisdiction income tax holiday

— ( 2 ) ( 3 )

Foreign tax credit

3 unchanged sentences

Reserves for tax contingencies

Base Erosion and Anti-Abuse Tax (BEAT) — — 2

Earn-out consideration — — 2

11 unchanged sentences

Determination of the amount of any unrecognized deferred income tax liability on this temporary difference is not practicable because of the complexities of the hypothetical calculation.

Various foreign jurisdictions are in the process of enacting Pillar Two legislation to adopt a minimum tax of 15% on the income arising in each jurisdiction in which large corporations operate and would apply to multinational companies with consolidated revenue above €750 million in at least two of the four preceding years.

This is per the “Model Rules”, which are also referred to as the “Anti Global Base Erosion” or “GloBE” rules as issued by the Organization for Economic Co-operations and Development.

The increased focus of Pillar Two and various jurisdictions enacting new tax laws could have a material adverse effect on our effective tax rate, results of operations, cash flows and financial condition.

The impact of this tax will depend on our facts in each year, anticipated guidance from the U.S.

Department of the Treasury, and other developing global tax legislation.

We will continue to monitor the impact of Pillar Two among the jurisdictions where we operate, and Pillar Two legislation has been adopted.

Members of the Organisation for Economic Co-operation and Development (the “OECD”) have agreed in principle to a global minimum tax of 15% of reported profits (“Pillar Two”).

The OECD have published model rules on Pillar Two.

Many countries have now incorporated Pillar Two model rule concepts into their domestic laws.

On January 5, 2026, the OECD/G20 announced the Side-by-Side (“SbS”) package, implemented as administrative guidance and modifying the operation of Pillar Two rules.

The package introduces simplifications and new safe harbors for U.S.

and other multinational companies where domestic and international tax systems meet robust requirements to coexist with Pillar Two which would fully exempt U.S.-parented groups from the application of two of the three Pillar Two top up taxes.

We continue to review the impact of Pillar Two in light of legislative changes in multiple countries.

For the year ended December 31, 2025, the impact of Pillar Two rules on the effective tax rate of the Company was immaterial.

Pursuant to introduction of SbS package, we anticipate that Pillar Two rules will not have any material impact on the tax expense of the Company for future years.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law.

The OBBBA permanently extends certain elements of the Tax Cuts and Jobs Act of 2017, revises international tax frameworks, and reinstates favorable tax treatment for certain business-related items.

The Company has evaluated the provisions of the OBBBA and concluded that its enactment did not have a material impact on its consolidated financial statements or results of operations for the year ended December 31, 2025 .

A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows:

5 unchanged sentences

Gross increases (decreases) - tax position in prior periods

( 211 ) 1,404

Uncertain tax benefit balance as of end of period

4 unchanged sentences

As of December 31, 2025, the Company accrued interest and penalties of $ 0.5 million and $ 0.1 million, respectively.

The Company files income tax returns in US federal and state jurisdictions, as well as the foreign jurisdictions it operates in, including the Philippines, Canada, India, Greece, Mexico, Taiwan, the United Kingdom, Ireland, Colombia, Japan, Malaysia, Poland, Romania, Croatia and Serbia.

As of December 31, 2025, the tax years 2020 to 2024 are subject to examination by tax authorities.

Shareholders’ Equity

Conversion from Class B to Class A Common Stock

On May 23, 2025, the Co-Founders and Blackstone converted 15,000,000 shares of Class B common stock to Class A common stock.

Amendment and Restatement of Certificate of Incorporation

6 unchanged sentences

provided, however, that in the event a dividend is paid in the form of shares of Class A common stock or Class B common stock, then holders of Class A common stock shall be entitled to receive shares of Class A common stock and holders of Class B common stock shall be entitled to receive shares of Class B common stock.

We have no current plans to pay dividends on our common stock.

The Company has no current plans to pay regular dividends on our common stock.

Any decision to declare and pay dividends in the future will be made at the sole discretion of our Board of Directors and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our Board of Directors may deem relevant.

23 unchanged sentences

$ ( 9,705 ) $ 154 $ — $ ( 9,551 )

Other comprehensive income before reclassifications 306 736 — 1,042

Other comprehensive loss before reclassifications ( 11,954 ) ( 727 ) ( 4,219 ) ( 16,900 )

Income tax effects — 243 886 1,129

1 unchanged sentence

Income tax effects — 29 — 29

Other comprehensive income 306 790 — 1,096

Other comprehensive loss ( 11,954 ) ( 551 ) ( 3,333 ) ( 15,838 )

Balance as of December 31, 2024

( 21,659 ) ( 397 ) ( 3,333 ) ( 25,389 )

Other comprehensive loss before reclassifications ( 11,954 ) ( 727 ) ( 4,219 ) ( 16,900 )

Other comprehensive income (loss) before reclassifications ( 2,513 ) 1,816 7,555 6,858

Income tax effects — ( 517 ) ( 1,461 ) ( 1,978 )

1 unchanged sentence

Income tax effects — 31 985 1,016

Other comprehensive loss ( 11,954 ) ( 551 ) ( 3,333 ) ( 15,838 )

Other comprehensive income (loss) ( 2,513 ) 1,222 1,985 694

Balance as of December 31, 2025

20 unchanged sentences

(1) Represents salaries and wages and employee welfare costs, excluding stock-based compensation expense, of employees that can be directly attributed to the delivery of services.

(2) Represents operating costs related to sales and marketing and other administrative departments, including personnel costs, professional fees, travel expenses, cloud-based capabilities, insurance premiums and other corporate expenses.

(2) Represents operating costs related to sales and marketing and other administrative departments, including personnel costs (excluding stock-based compensation expense), professional fees, travel expenses, cloud-based capabilities, insurance premiums and other corporate expenses.

(3) Represents stock-based compensation expense for cost of services and selling, general, and administrative expense, as well as associated payroll tax.

(4) Includes earn-out consideration recognized as compensation expense related to the acquisition of heloo in 2022, professional service fees related to non-recurring transactions in 2022 and 2023, and certain litigation costs that are considered non-recurring and outside of the ordinary course of business in 2024.

(4) Includes operational efficiency costs and transaction costs in 2025, certain litigation costs that are considered non-recurring and outside of the ordinary course of business in 2024 and professional service fees related to non-recurring transactions in 2023.

(5) Represents other costs that can be directly attributed to delivery of services, including the costs for sites and technology, recruiting, professional development and employee engagement.

Subsequent Events

On February 25, 2026, the Board of Directors declared a special cash dividend of $ 3.65 per share, payable on March 25, 2026 (the “Special Dividend”).

The Special Dividend, estimated to be approximately $ 333.0 million in the aggregate, will be funded by proceeds of the New Credit Facilities (as defined below) and cash on the Company’s balance sheet.

To finance the Special Dividend and address its upcoming 2027 debt maturities, the Company has secured commitments for a comprehensive refinancing of its existing credit facility, which refinancing includes a $ 500.0 million term loan facility and $ 100.0 million revolving credit facility (together, the “New Credit Facilities”), each maturing in March 2031.

Borrowings under the New Credit Facilities will bear interest, at the Company’s option, at a rate equal to Term SOFR (with a floor of 0.00 %) plus 2.75 % , or an alternate base rate (with a floor of 1.00 %) plus 1.75 % .

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data