[8-K] TaskUs, Inc. Reports Material Event

Rhea-AI Filing Summary

TaskUs, Inc. included a standard forward-looking statements and cautionary language section in an 8-K filing and a press release dated Oct 8, 2025. The text lists common risk categories that might cause actual results to differ from expectations, including client concentration and non-payment, service disruptions or failure to meet client quality standards, challenges acquiring and retaining clients and employees, cybersecurity and data-privacy incidents, adoption and use of artificial intelligence, global economic and political conditions affecting the social media and meal delivery/transport sectors, reliance on international operations in the Philippines and India, and the company’s dual-class stock structure and related market-price volatility.

The filing cites prior SEC reports for more detail: the Annual Report for the year ended Dec 31, 2024 filed Mar 6, 2025 and the Quarterly Report for the quarter ended Jun 30, 2025 filed Aug 7, 2025. The section clarifies that the company will not update forward-looking statements except as required by law and is signed by CFO Balaji Sekar.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 8, 2025

TaskUs, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-40482		83-1586636
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1650 Independence Drive, Suite 100

New Braunfels, Texas 78132

(Address of Principal Executive Offices) (Zip Code)

(888) 400-8275

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share		TASK		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 8, 2025, TaskUs, Inc., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) to consider a proposal (the “Merger Agreement Proposal”) to adopt the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 8, 2025, by and between the Company and Breeze Merger Corporation, a Delaware corporation (the “Merger Corporation”), pursuant to which, subject to the terms and conditions thereof, the Merger Corporation would merge with and into the Company (the “Merger”), with the Company surviving the Merger, collectively owned, directly or indirectly, by (i) BCP FC Aggregator L.P., (ii) The Maddock 2015 Irrevocable Trust, The Bryce Maddock Family Trust, The Maddock 2015 Exempt Irrevocable Trust and Bryce Maddock, (iii) The Weir 2015 Irrevocable Trust, The Jaspar Weir Family Trust, The Weir 2015 Exempt Irrevocable Trust and Jaspar Weir and (iv) the other holders of Continuing Shares (as defined in the Merger Agreement) (if any).

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on May 9, 2025, which is incorporated herein by reference.

As of the close of business on August 6, 2025, the record date for the Special Meeting, there were 34,843,287 shares of Class A common stock of the Company, par value $0.01 per share (the “Company Class A Common Stock”), outstanding and entitled to vote at the Special Meeting, and 55,032,694 shares of Class B common stock of the Company, par value $0.01 per share (the “Company Class B Common Stock” and, together with the Company Class A Common Stock, the “Company Common Stock”), outstanding and entitled to vote at the Special Meeting. Each share of Company Class A Common Stock on the record date entitles the holder thereof to one vote on the Merger Agreement Proposal. Each share of Company Class B Common Stock on the record date entitles the holder thereof to 10 votes on the Merger Agreement Proposal. 82,528,803 shares of Company Common Stock, representing approximately 92% of all of the issued and outstanding Company Common Stock entitled to vote, were present or represented by proxy at the Special Meeting, constituting a quorum to conduct business. The table below details the final voting results for the Merger Agreement Proposal.

The approval of the Merger Agreement Proposal required the affirmative vote of (i) the holders of a majority of the outstanding voting power of the Company Common Stock entitled to vote on the Merger Agreement Proposal, voting together as a single class (“Threshold 1”), (ii) the holders of a majority of the outstanding voting power of the Company Class A Common Stock entitled to vote on the Merger Agreement Proposal, voting as a separate class (“Threshold 2”), (iii) the holders of a majority of the outstanding voting power of the Company Class B Common Stock entitled to vote on the Merger Agreement Proposal, voting as a separate class (“Threshold 3”), and (iv) a majority of the votes cast by the Public Stockholders (as defined in the Merger Agreement) on the Merger Agreement Proposal (“Threshold 4”). The Merger Agreement Proposal did not receive the requisite stockholder approval based on the following votes:

Threshold 1

Votes For		Votes Against		Votes Abstained
567,263,085		10,064,296		495,668

Threshold 2

Votes For		Votes Against		Votes Abstained
16,936,145		10,064,296		495,668

Threshold 3

Votes For		Votes Against		Votes Abstained
550,326,940		0		0

Threshold 4

Votes For		Votes Against		Votes Abstained
840,473		10,064,296		495,668

Item 8.01 Other Events.

On October 8, 2025, the Company issued a press release announcing the results of the Special Meeting convened for the purpose of voting on the adoption of the Merger Agreement. A copy of the press release issued in connection with the announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description of Exhibit
99.1		Press Release, dated October 8, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts, and further include, without limitation, statements reflecting the Company’s current views with respect to, among other things, the Company’s operations, the Company’s financial performance, the Company’s industry, the impact of the macroeconomic environment on the Company’s business, and other non-historical statements. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “would,” “seeks,” “predicts,” “intends,” “trends,” “plans,” “estimates,” “anticipates,” “position us” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include but are not limited to: the dependence of the Company’s business on key clients; the risk of loss of business or non-payment from clients; the Company’s failure to cost-effectively acquire new clients; the risk that the Company may provide inadequate service or cause disruptions in the Company’s clients’ businesses or fail to comply with the quality standards required by the Company’s clients under the Company’s agreements; the Company’s inability to anticipate clients’ needs by adapting to market and technology trends; utilization of artificial intelligence by the Company’s clients or the Company’s failure to incorporate artificial intelligence into its operations; unauthorized or improper disclosure of personal or other sensitive information, or securities breaches and incidents; negative publicity or liability or difficulty recruiting and retaining employees; the Company’s failure to detect and deter criminal or fraudulent activities or other misconduct by its employees or third parties; global economic and political conditions, especially in the social media and meal delivery and transport industries from which the Company generates significant revenue; the dependence of the Company’s business on its international operations, particularly in the Philippines and India; the Company’s failure to comply with applicable

data privacy and security laws and regulations; fluctuations against the U.S. dollar in the local currencies in the countries in which the Company operates; the Company’s inability to maintain and enhance its brand; competitive pricing pressure; the Company’s dependence on senior management and key employees; increases in employee expenses and changes to labor laws; failure to attract, hire, train and retain a sufficient number of skilled employees to support operations; the Company’s inability to effectively expand its operations into countries or industries in which the Company has no prior operating experience and in which the Company may be subject to increased business, economic and regulatory risks; reliance on owned and third-party technology and computer systems; and failure to maintain asset utilization levels, price appropriately and control costs; the control of affiliates of Blackstone Inc. and the Company’s Co-Founders over the Company; the dual class structure of the Company’s common stock; and the volatility of the market price of the Company’s Class A common stock. Additional risks and uncertainties include but are not limited to those described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 6, 2025 and in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 filed with the SEC on August 7, 2025, as such factors may be updated from time to time in the Company’s filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Company’s SEC filings. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		TASKUS, INC.
		By:		/s/ Balaji Sekar
				Name: Balaji Sekar
				Title: Chief Financial Officer

Date: October 8, 2025

FAQ

What did TaskUs (TASK) disclose in the Oct 8, 2025 8-K?

The company provided a forward-looking statements cautionary section listing risks such as client concentration, cybersecurity, AI adoption, international operations risks, and its dual-class stock structure.

Who signed the 8-K filing for TaskUs (TASK)?

The filing is signed by Balaji Sekar, Chief Financial Officer.

Which prior SEC filings does the 8-K reference for more risk detail?

It references the Annual Report for the year ended Dec 31, 2024 filed Mar 6, 2025 and the Quarterly Report for the quarter ended Jun 30, 2025 filed Aug 7, 2025.

Does the 8-K commit TaskUs to update forward-looking statements?

No; it states the company undertakes no obligation to publicly update forward-looking statements except as required by law.

What geographic operations does TaskUs highlight as material risk exposures?

The company highlights reliance on international operations, particularly in the Philippines and India.