EXPLANATORY NOTE
This Registration Statement on Form S-8 (this Registration Statement) is being filed by TaskUs, Inc.
(the Registrant) for the purpose of registering additional shares of Class A Common Stock, par value $0.01 per share, of the Registrant (the Class A Common Stock), reserved for issuance under the TaskUs, Inc. 2021
Omnibus Incentive Plan (the Plan). These shares of Class A Common Stock are additional securities of the same class as other securities for which an original registration statement (File
No. 333-256996) on Form S-8 was filed with the Securities and Exchange Commission (the Commission) on June 10, 2021
(the Original Registration Statement), which registered 18,775,051 shares of Class A Common Stock issuable under the Plan.
The shares of Class A Common Stock registered by this Registration Statement consist of (i) 2,307,412 shares of Class A Common Stock that have
become reserved for issuance as a result of the operation of the evergreen provision of the Plan, which provides that the total number of shares subject to the Plan will be increased on the first day of each fiscal year pursuant to a
specified formula, and (ii) 1,741,576 shares of Class A Common Stock that have become available for issuance under the Plan as a result of expiration, cancellation, forfeiture, termination, or other settlement without issuance of shares of
Class A Common Stock in respect of awards under the Plan. Other than the 2,307,412 shares of Class A Common Stock that have become available for issuance pursuant to the evergreen provision of the Plan, the shares registered by
this Registration Statement do not represent an increase in the number of shares previously reserved for issuance under the Plan.
Pursuant to General
Instruction E to Form S-8, the contents of the Original Registration Statement are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such
Original Registration Statement are modified or supplemented, as the case may be, as set forth in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the Registrant pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of
1934, as amended (the Exchange Act), are hereby incorporated by reference in this Registration Statement:
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the Registrants
Annual Report on Form 10-K for the fiscal year ended December 31,
2023, filed on March 8, 2024 (the 2023 Annual Report); |
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the portions of the Registrants Definitive
Proxy Statement on Schedule 14A, filed on April 5, 2023, that are specifically incorporated by reference into the Registrants Annual Report on Form 10-K for the fiscal year ended
December 31, 2022; and |
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the description of the Registrants Class
A Common Stock, contained in Exhibit 4.1 to its 2023 Annual Report, including any amendments or reports filed for the purpose of
updating such description. |
All reports and other documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement (except for any portions of such filings that are deemed furnished, not filed, including any corresponding exhibits thereto) and prior to the filing of a post-effective
amendment to this Registration Statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.