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Item 9A. Controls and Procedures

2026-03-05 compared with 2025-03-06 · 29 added, 46 removed, 131 unchanged (36% of the section changed)

15 unchanged sentences

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 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.

On November 21, 2025 , Claudia Walsh , our General Counsel and Corporate Secretary , adopted a Rule 10b5-1 trading arrangement (the “Walsh 10b5-1 Plan”), which provides for the potential sale of up to 40,000 shares of the Company’s Class A Common Stock (subject to reduction for any shares withheld to satisfy tax withholding obligations).

The Walsh 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 16, 2026 to August 1, 2026 or an earlier date on which all shares thereunder are sold.

On December 15, 2025 , 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 356,209 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 November 25, 2024 (the “Prior Daoust 10b5-1 Plan”) between the entry into the Daoust 10b5-1 Plan on December 15, 2025 and the expiration of the Prior Daoust 10b5-1 Plan on February 28, 2026).

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 16, 2026 to December 31, 2026 or an earlier date on which all shares thereunder are sold.

On December 15, 2025, Balaji Sekar , our Chief Financial Officer , modified his Rule 10b5-1 trading arrangement (the “Sekar 10b5-1 Plan”), originally adopted on November 23, 2025 , which, as modified, provides for the potential sale of up to 205,008 shares of the Company’s Class A Common Stock, including shares obtained from the vesting of restricted stock units (subject to reduction for any shares withheld to satisfy tax withholding obligations).

The Sekar 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 16, 2026 to January 10, 2027 or an earlier date on which all shares thereunder are sold.

On December 15, 2025 , Jarrod Johnson , our Chief Customer Officer , adopted a Rule 10b5-1 trading arrangement (the “Johnson 10b5-1 Plan”), which provides for the potential sale of up to 44,233 shares of the Company’s Class A Common Stock, including shares obtained from 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.

Johnson’s 10b5-1 trading arrangement dated September 15, 2025 (the “Prior Johnson 10b5-1 Plan”) between the entry into the Johnson 10b5-1 Plan on December 15, 2025 and the expiration of the Prior Johnson 10b5-1 Plan on March 31, 2026).

The Johnson 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 April 1, 2026 to September 30, 2026 or an earlier date on which all shares thereunder are sold.

Compensation Updates

On March 3, 2026, as part of its annual review, after considering benchmark data, diversifying the current mix of compensation components and other relevant information, with the objectives of rewarding the creation of long-term value and encouraging employee retention, the Company’s Compensation Committee approved certain compensation updates for its executive officers, including the following changes for the Company’s named executive officers:

• Bryce Maddock, the Company’s Chief Executive Officer, will receive an annual base salary of $1.0 million (increased from $50,000), with an effective date of January 1, 2026, will be eligible for a target bonus of 100% of base salary (increased from no target bonus), and will receive a long-term equity incentive grant valued at $5.5 million (reduced from $6.2 million in 2025), with 60% restricted stock units (“RSUs”) and 40% performance-based restricted stock units (“PSUs”), each vesting over three years.

• Jarrod Johnson, the Company’s Chief Customer Officer, will receive an annual base salary of $500,000 (increased from $400,000), with an effective date of April 15, 2026, will be eligible for a target bonus of 100% of base salary (unchanged), and will receive a long-term equity incentive grant valued at $1.0 million (reduced from $2.0 million in 2025), with 60% RSUs and 40% PSUs, each vesting over three years.

• Stephan Daoust, the Company’s Chief Operating Officer, will receive an annual base salary of $500,000 (increased from $450,000), with an effective date of April 15, 2026, will be eligible for a target bonus of 100% of base salary (increased from 60%), and will receive a long-term equity incentive grant valued at $1.0 million (reduced from $2.0 million in 2025), with 60% RSUs and 40% PSUs, each vesting over three years.

• Additionally, Mr.

Johnson and Mr.

Daoust are each eligible for a $1.0 million cash retention bonus, contingent upon their continued employment for a three-year retention period.

Each executive may elect to receive this payment either at the conclusion of the three-year period or upfront.

Upfront payments are subject to clawback if the executive voluntarily resigns or is terminated for cause.

If the executive is terminated without cause or resigns for good reason, the bonus will be earned on a pro-rata basis according to their termination date.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

The information required by this item is incorporated by reference to TaskUs’s Proxy Statement for its 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025.

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.

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 officer, 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.

1 unchanged sentence

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.

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

Executive Compensation

23 unchanged sentences

Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on June 15, 2021).

Form of Restricted Stock Unit Agreement (Founder’s Award) under TaskUs, Inc.

2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1/A filed on May 6, 2021).

Form of Option Agreement (Founder’s Award) under TaskUs, Inc.

2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1/A filed on May 6, 2021).

Form of Performance Stock Unit Agreement (Founder’s Award) under TaskUs, Inc.

2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1/A filed on May 6, 2021).

Founder Employment Agreement, dated as of June 2, 2015, by and between Bryce Maddock and TaskUs Holdings, Inc.

2 unchanged sentences

Executive Employment Agreement, dated as of August 5, 2021, by and between the Company and Jarrod Johnson (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on August 11, 2021).

Executive Employment Agreement, dated as of August 5.

2021, by and between the Company and Balaji Sekar (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on August 11, 2021).

Executive Employment Agreement, dated as of August 5 , 2021, by and between the Company and Balaji Sekar (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on August 11, 2021).

Form of Restricted Stock Unit Agreement under TaskUs, Inc.

2 unchanged sentences

2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed on August 11, 2021).

Form of Performance Stock Unit Agreement under TaskUs, Inc.

2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed on August 11, 2021).

10.12 Security Agreement, dated as of September 25, 2019, among the grantors party thereto and JPMorgan Chase Bank, N.A., as collateral agent (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1 filed on April 12, 2021).

1 unchanged sentence

(formerly known as TU TopCo, Inc.), TaskUs Holdings, Inc.

(formerly known as TaskUs, Inc.), Blackstone Capital Partners VII L.P., Blackstone Capital Partners Asia L.P., and Blackstone Management Partners L.L.C (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 filed on April 12, 2021).

Founder Employment Agreement, dated as of June 2, 2015, by and between Jaspar Weir and TaskUs Holdings, Inc.

(formerly known as TaskUs, Inc.) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2022).

(formerly known as TaskUs, Inc.), Blackstone Capital Partners VII L.P., Blackstone Capital Partners Asia L.P., and Blackstone Management Partners L.L.C .

(incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 filed on April 12, 2021).

Form of Restricted Stock Unit Agreement under TaskUs, Inc.

12 unchanged sentences

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 March 6, 2023).

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

2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed on March 6, 2023).

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 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).

10.23† 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) .

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

1 unchanged sentence

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

2021 Omnibus Incentive Plan.

2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K filed on March 6, 2025).

10.26†* Offer of Employment, dated as of November 13, 2020, by and between the Company and Stephan Daoust.

19.1 TaskUs, Inc.

Securities Trading Policy

Securities Trading Policy (incorporated by reference to Exhi bit 19.1 to the Company ’ s Annual Report on Form 10-K filed on March 8, 2024) .

21.1* Subsidiaries of the Registrant.

7 unchanged sentences

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.

101.INS XBRL Instance Document– the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document

39 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