TaskUs, Inc.
For the period ended Dec 31, 2025. Filed Mar 5, 2026.
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FY2025 · Filed Mar 5, 2026
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Item 9B. Other Information
Rule 10b5-1 Trading Arrangements
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.
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