TaskUs Inc

Current report

Risks Related to the Proposed Merger

Current report

The Merger may not be completed on the terms or timeline currently contemplated or at all, which could adversely affect our stock price, business, financial condition and results of operations.

Current report

As previously disclosed, on May 8, 2025, the Company entered into the Merger Agreement, providing for our acquisition by an affiliate of Blackstone and our Co-Founders. The completion of the Merger is subject to the satisfaction of various conditions, including, among other things: (i)(w) the approval of the majority of outstanding voting power of our common stock, (x) the approval of the majority of outstanding voting power of our Class A common stock, voting as a separate class, (y) the approval of the majority of outstanding voting power of our Class B common stock, voting as a separate class, and (z) the approval by a majority of the votes cast by stockholders other than Blackstone or the Co-Founders and their affiliates (collectively, the “Company Stockholder Approvals”); (ii) the absence of any law that enjoins, restrains or otherwise prohibits or makes illegal the consummation of the Merger; (iii) the termination or expiration of any required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iv) the accuracy of the other party’s representations and warranties (subject to certain materiality qualifiers); (v) the other party’s compliance in all material respects with its pre-closing covenants; and (vi) for the benefit of the Merger Corporation, no material adverse effect having occurred since the date of the Merger Agreement and being continuing as of the closing of the Merger (subject to certain exceptions). While it is currently anticipated that the Merger will be consummated in the second half of 2025, there can be no assurance that the foregoing conditions will be satisfied in a timely manner or at all, or that an effect, event, development or change will not transpire that could delay or prevent these conditions from being satisfied.

Current report

If the Merger is not consummated for any reason, the trading price of our common stock may decline to the extent that the market price of the common stock reflects positive market assumptions that the Merger will be consummated and the related benefits will be realized. We may also be subject to additional risks if the Merger is not completed, including:

Current report

•the requirement in the Merger Agreement that, under certain circumstances, we pay the Merger Corporation a termination fee of $39.0 million in cash;

Current report

•incurring substantial costs related to the Merger, such as legal, accounting, financial advisory, integration costs and other professional services fees that have already been incurred or will continue to be incurred until closing;

Current report

•limitations on our ability to retain and hire key personnel;

Current report

•reputational harm including relationships with investors, customers and business partners due to the adverse perception of any failure to successfully complete the Merger; and

Current report

•potential disruption to our business and distraction of our workforce and management team to pursue other opportunities that could be beneficial to us, in each case without realizing any of the benefits of having the Merger completed.

Current report

Further, we or the Merger Corporation may terminate the Merger Agreement if the Merger has not been consummated by December 8, 2025 (the “Outside Date”). We or the Merger Corporation also may terminate the Merger Agreement (i) by mutual written consent; (ii) if any governmental authority of competent jurisdiction has enacted, issued, promulgated, enforced or entered any law permanently restraining, enjoining, prohibiting or making illegal the consummation of the Merger and such law shall have become final and nonappealable; (iii) if the Company Stockholder Approvals have not been obtained at our stockholder’s meeting (including any adjournments or postponements thereof), at which a vote on the approval of the Merger Agreement was taken; or (iv) if the other party has breached its representations or warranties or failed to perform any of its covenants or agreements in a way that would prevent satisfaction of a closing condition by the Outside Date and such breach or failure to perform cannot be cured within the earlier of (x) 30 days following the receipt of written notice of such breach or failure to perform and (y) one business day prior to the Outside Date. The Merger Corporation also may terminate the Merger Agreement if our Board (acting upon the recommendation of the Special Committee of the Board (the “Special Committee”)) or the Special Committee withdraws or modifies in a manner adverse to the Merger Corporation its recommendation to our stockholders in favor of the adoption of the Merger Agreement, authorizes or recommends any acquisition proposal or takes certain actions in connection with or recommends any acquisition proposal that is a tender offer or exchange offer. We also may terminate the Merger Agreement if, prior to the receipt of the Company Stockholder Approvals, our Board (acting upon the recommendation of the Special Committee) or the Special Committee determines to enter into an acquisition agreement with respect to a superior proposal, subject to certain conditions. The occurrence of the aforementioned could adversely affect our stock price, business, financial condition and results of operations.

Current report

The announcement of the Merger Agreement and pendency of the Merger could negatively impact our business, financial condition and results of operations.

Current report

The announcement or pendency of the Merger could adversely affect our business, financial condition and results of operations and may result in our inability to hire or the departure of key personnel. In connection with the Merger, some of our customers and business partners may delay or defer decisions or may end their relationships with us, which could negatively affect our revenues, earnings and cash flows, regardless of whether the Merger is completed. In addition, we have undertaken certain covenants in the Merger Agreement restricting the conduct of our business during the pendency of the Merger, including restrictions on undertaking certain significant financing transactions and certain other actions, even if such actions would prove beneficial to us. Similarly, our current and prospective employees may experience uncertainty about their future roles with us following the Merger, which may materially adversely affect our ability to attract and retain key personnel during the pendency of the Merger.

Current report

Additionally, the Merger Agreement requires us to escrow excess cash at the request of the Merger Corporation, subject to the Company maintaining certain minimum cash amounts specified therein, which could impact the Company's liquidity and ability to fund its operations prior to the consummation of the Merger.

Current report

The Merger Agreement contains provisions that could discourage a potential competing acquirer of the Company or could result in a competing acquisition proposal being at a lower price than it might otherwise be.

Current report

The Merger Agreement contains provisions that, subject to limited exceptions, restrict the Company’s ability to solicit or negotiate any alternative acquisition proposal. With respect to any written, bona fide acquisition proposal that the Company receives, the Merger Corporation generally has an opportunity to offer to modify the terms of the Merger Agreement in response to such proposal before our Board may withdraw or modify its recommendation to stockholders in response to such acquisition proposal or terminate the Merger Agreement to enter into a definitive agreement with respect to such acquisition proposal. Under the terms of the Merger Agreement, we may be required to pay a termination fee of $39.0 million to Merger Corporation (i) in the event we or Merger Corporation terminate the Merger Agreement before receipt of the Company Stockholder Approvals due to a change in recommendation by our Board or (ii) in the event we terminate the Merger Agreement to enter into a definitive agreement with respect to a superior proposal.

Current report

These provisions could discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of the Company’s business from considering or making a competing acquisition proposal, even if the potential competing acquirer was prepared to pay consideration with a higher per share cash value than the per share value proposed to be received or realized in the Merger, or might cause a potential competing acquirer to propose to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee and expense reimbursement that may become payable in certain circumstances under the Merger Agreement.

Current report

We have incurred, and will continue to incur, significant costs and expenses, including regulatory costs, fees for professional services and other transaction costs in connection with the Merger, for which we will have received little or no benefit if the Merger is not completed. There are a number of factors beyond our control that could affect the total amount or the timing of these costs and expenses. Many of these fees and costs will be payable by us even if the Merger is not completed and may relate to activities that we would not have undertaken other than to complete the Merger.

Current report

Our directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of our other stockholders.

Current report

Our directors and executive officers have financial interests in the Merger that may be different from, or in addition to, the interests of our other stockholders. These interests may include:

Current report

•the treatment of Company equity awards under the Company’s equity plans and award agreements provided for under the Merger Agreement;

Current report

•severance and other benefits in the case of certain qualifying terminations under the terms of an individual employment arrangements or the Company’s severance plans; and

Current report

•continued indemnification and insurance coverage under the Merger Agreement, the Company’s organizational documents and indemnification agreements the Company has entered into with each of its directors and executive officers.

Current report

Litigation challenging the Merger Agreement may prevent the Merger from being consummated within the expected timeframe or at all.

Current report

Lawsuits may be filed against us, our Board, the Special Committee or other parties to the Merger Agreement, challenging our acquisition by the Merger Corporation, adequacy of the proxy and Schedule 13E-3 disclosures or making other claims in connection therewith. Such lawsuits may be brought by our purported stockholders or other interested parties and may seek, among other things, to enjoin consummation of the Merger. One of the conditions to the consummation of the Merger is that the consummation of the Merger is not restrained, made illegal, enjoined or prohibited by any law, whether temporary, preliminary or permanent that is in effect. As such, if the plaintiffs in such potential lawsuits are successful in obtaining an injunction prohibiting the defendants from completing the Merger on the agreed upon terms, then such injunction may prevent the Merger from becoming effective within the expected timeframe or at all.

Current report

If the Merger is completed, our stockholders will forgo the opportunity to benefit from potential future appreciation in the value of the Company.

Current report

The Merger Agreement provides for the stockholders of record who are not a part of the Buyer Group to receive consideration of $16.50, in cash, per share of Class A common stock, without interest, upon the closing of the transactions contemplated by the Merger Agreement. If the transactions are consummated, our stockholders will no longer hold interests in the Company and, therefore, will not be entitled to benefit from any potential future appreciation in the value of the Company. In the absence of the transactions contemplated by the Merger Agreement, we could have various opportunities to enhance the Company’s value, including, but not limited to, entering into a transaction that values the shares of our Class A common stock higher than the value provided for in the Merger Agreement. Therefore, if the Merger is completed, stockholders will forgo future appreciation, if any, in the value of the Company and the opportunity to participate in any other potential transactions that may have resulted in a higher price per share than the price to be paid in the transactions contemplated by the Merger Agreement.