TWKS / Thoughtworks Holding, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 005-93398 THOUGHTWORKS HOLDING, INC. (Exact name of registrant as specified

TWKS / Thoughtworks Holding, Inc. / APAX IX GP CO. Ltd - SC 13D/A Activist Investment

SC 13D/A 1 d904585dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.1)* Thoughtworks Holding, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 88546E105 (CUSIP Number) Salim Nathoo Rohan Haldea c/o Apax Partners LLP 1 Knightsbridge London SW1X 7LX Unite

TWKS / Thoughtworks Holding, Inc. / Murphy Christopher Gerard - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea0221390-13da2murphythoug.htm AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Thoughtworks Holding, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 88546E105 (CUSIP Number) Ramona Mateiu c/o Thoughtworks Holding, Inc. 200

CERTIFICATE OF INCORPORATION OF THE SURVIVING CORPORATION FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION THOUGHTWORKS HOLDING, INC. ARTICLE ONE

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF THE SURVIVING CORPORATION FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THOUGHTWORKS HOLDING, INC. ARTICLE ONE The name of the corporation is Thoughtworks Holding, Inc. (hereinafter called the “Corporation”). ARTICLE TWO The address of the Corporation’s registered office is located at 251 Little Falls Drive, Wilmington, New Castle County, De

Thoughtworks Completes Transaction to Go Private in $1.75 Billion Deal with Apax Funds

Exhibit 99.1 Thoughtworks Completes Transaction to Go Private in $1.75 Billion Deal with Apax Funds CHICAGO-(BUSINESS WIRE)-Nov. 13, 2024 - Thoughtworks (NASDAQ: TWKS), a global technology consultancy that integrates strategy, design and engineering, today announced the completion of its acquisition by affiliates of certain investment funds advised by Apax Partners LLP (“Apax Funds”). The transact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) Thoughtworks Holding, Inc. (Name of the Issuer) Thoug

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) Thoughtworks Holding, Inc. (Name of the Issuer) Thoughtworks Holding, Inc. Turing EquityCo II L.P. Apax IX GP Co. Limited Apax IX EUR GP L.P. Inc. Apax IX EUR L.P. Apax IX - AIV EUR L.P. Apax IX EUR Co-I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT REGISTRATION NO. 333-259702 UNDER THE SECURITIES ACT OF 1933 Thoughtworks Holding, Inc. (Exact name of registran

Registration No. 333-259702 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT REGISTRATION NO. 333-259702 UNDER THE SECURITIES ACT OF 1933 Thoughtworks Holding, Inc. (Exact name of registrant as specified in its charter) Delaware 83-2668392 (State or other jurisdiction of incorporation or organization) (I.R.S.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): November 13, 2024 THOUGHTWORKS HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-40812 82-2668392 (State or other jurisdiction of incorporation or orga

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40812 THOUGHTWOR

Amendment to Employment Agreement, dated as of July 31, 2024, by and between Thoughtworks, Inc. and Michael R. Sutcliff

Exhibit 10.1 EXECUTION VERSION AMENDMENT TO THOUGHTWORKS INC. EMPLOYMENT AGREEMENT This Amendment to the Thoughtworks Inc. Employment Agreement (this “Amendment”) is made and entered into effective as of July 31, 2024 (the “Amendment Effective Date”), by and between Thoughtworks Inc., a Delaware corporation (the “Company”), and Michael R. Sutcliff (the “Executive” and, together with the Company, t

% Change(1)

Exhibit 99.1 Thoughtworks Reports Third Quarter 2024 Financial Results •Third quarter revenues of $261.4 million CHICAGO, IL., (November 12, 2024) – Thoughtworks Holding, Inc. (NASDAQ: TWKS) ("Thoughtworks" or the "Company"), a leading global technology consultancy, today reported results for the third quarter of 2024. Acquisition Update As announced on August 5, 2024, Thoughtworks has entered int

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 12, 2024 THOUGHTWORKS HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-40812 82-2668392 (State or other jurisdiction of incorporation or orga

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) Thoughtworks Holding, Inc. (Name of the Issuer) Thoug

SC 13E3/A 1 ea021234406-sc13e3a4thought.htm AMENDMENT NO. 4 TO SCHEDULE 13E-3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) Thoughtworks Holding, Inc. (Name of the Issuer) Thoughtworks Holding, Inc. Turing EquityCo II L.P. Apax IX GP Co. Limited Apa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c–5(d)(2)) ☒ Definitive Information Statement THOUGHTWORKS HOLDING, INC. (Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) Thoughtworks Holding, Inc. (Name of the Issuer) Thoug

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) Thoughtworks Holding, Inc. (Name of the Issuer) Thoughtworks Holding, Inc. Turing EquityCo II L.P. Apax IX GP Co. Limited Apax IX EUR GP L.P. Inc. Apax IX EUR L.P. Apax IX - AIV EUR L.P. Apax IX EUR Co-I

Agreement and Plan of Merger, dated August 5, 2024, by and among, Tasmania Midco, LLC, Tasmania Merger Sub, Inc. and Thoughtworks Holding, Inc. (included as Annex A to the Information Statement and incorporated herein by reference).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. 3) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c–5(d)(2)) ☐ Definitive Information Statement THOUGHTWORKS HOLDI

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Via EDGAR Submission October 10, 2024 Ms. Christina Chalk and Mr. Eddie Kim Office of Mergers and Acquisitions Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-3628 Re: Thoughtworks Holding, Inc. Schedule 13E-3/A filed October 4, 2024 File No. 5-93398 PRER14C filed October 4, 2024 File No. 1-40812 Filed by Thoughtworks Holding, Inc., e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) Thoughtworks Holding, Inc. (Name of the Issuer) Thoug

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) Thoughtworks Holding, Inc. (Name of the Issuer) Thoughtworks Holding, Inc. Turing EquityCo II L.P. Apax IX GP Co. Limited Apax IX EUR GP L.P. Inc. Apax IX EUR L.P. Apax IX - AIV EUR L.P. Apax IX EUR Co-I

Agreement and Plan of Merger, dated August 5, 2024, by and among, Tasmania Midco, LLC, Tasmania Merger Sub, Inc. and Thoughtworks Holding, Inc. (included as Annex A to the Information Statement and incorporated herein by reference).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. 2) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c–5(d)(2)) ☐ Definitive Information Statement THOUGHTWORKS HOLDI

Confidential discussion materials prepared by Goldman Sachs & Co. LLC for certain representatives of the Apax Filing Persons, dated May 14, 2024.

Exhibit (c)(xxii)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Thoughtworks Holding, Inc. (Name of the Issuer) Thoug

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Thoughtworks Holding, Inc. (Name of the Issuer) Thoughtworks Holding, Inc. Turing EquityCo II L.P. Apax IX GP Co. Limited Apax IX EUR GP L.P. Inc. Apax IX EUR L.P. Apax IX - AIV EUR L.P. Apax IX EUR Co-I

Confidential discussion materials prepared by Goldman Sachs & Co. LLC for certain representatives of the Apax Filing Persons, dated March 21, 2024.

Exhibit (c)(xx)

Confidential discussion materials prepared by Goldman Sachs & Co. LLC for certain representatives of the Apax Filing Persons, dated May 9, 2024.

Exhibit (c)(xxi)

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Via EDGAR Submission October 4, 2024 Mr. Eddie Kim and Ms. Christina Chalk Office of Mergers and Acquisitions Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-3628 Re: Thoughtworks Holding, Inc. Schedule 13E-3 filed September 3, 2024 File No. 5-93398 Preliminary Information Statement filed September 3, 2024 File No. 1-40812 Filed by Th

Agreement and Plan of Merger, dated August 5, 2024, by and among, Tasmania Midco, LLC, Tasmania Merger Sub, Inc. and Thoughtworks Holding, Inc. (included as Annex A to the Information Statement and incorporated herein by reference).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. 1) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c–5(d)(2)) ☐ Definitive Information Statement THOUGHTWORKS HOLDI

Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., June 10, 2024 (regarding sensitivity analyses).

Exhibit (c)(xiv) C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions D I S C U S S I O N M AT E R I A L S Project Tempest J U N E 2 0 2 4 C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Disclaimer P R O J E C T T E M P E S T The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc .

Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated June 15, 2023.

Exhibit (c)(v) DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Project Tempest D I S C U S S I O N M AT E R I A L S J U N E 2 0 2 3 C O N F I D E N T I A L The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc .

Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated June 19, 2024.

Exhibit (c)(xvi) C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions D I S C U S S I O N M AT E R I A L S Project Tempest J U N E 2 0 2 4 C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Disclaimer P R O J E C T T E M P E S T The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc .

Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated August 1, 2024.

Exhibit (c)(xviii) DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions C O N F I D E N T I A L D I S C U S S I O N M AT E R I A L S Project Tempest A U G U S T 2 0 2 4 C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Disclaimer P R O J E C T T E M P E S T The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc .

Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated May 13, 2024.

Exhibit (c)(ix) C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Con f id e n tia l and Su b jec t t o F u r t h e r Re v ision s D I S C U S S I O N M A T E R I A L S Proje c t Temp est M A Y 2 0 2 4 C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Disclai m er P R O J E C T T E M P E S T The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc .

Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated August 4, 2024.

Exhibit (c)(xix) DRAFT – Presentation Materials are Preliminary, Con f id e n tia l and Su b jec t t o F u r t h e r Re v ision s C O N F I D E N T I A L D I S C U S S I O N M A T E R I A L S Proje c t Temp est A U G U S T 2 0 2 4 C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Disclai m er P R O J E C T T E M P E S T The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc .

Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated June 30, 2023.

Exhibit (c)(vi) DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Project Tempest D I S C U S S I O N M A T E R I A L S J U N E 2 0 2 3 C O N F I D E N T I A L The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc .

CALCULATION OF FILING FEE TABLES Schedule 14C (Form Type) Thoughtworks Holding, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14C (Form Type) Thoughtworks Holding, Inc.

Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated May 16, 2024.

Exhibit (c)(x) C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions G LO B A N T Q 1 2 0 2 4 E A R N I N G S U P D AT E Project Tempest M A Y 2 0 2 4 C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Disclaimer P R O J E C T T E M P E S T The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc .

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 13E-3 (Form Type) Thoughtworks Holding, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c–5(d)(2)) ☐ Definitive Information Statement THOUGHTWORKS HOLDING, INC. (Name of

Investment Agreement, dated as of August 5, 2024, by and between Tasmania Parent, Inc. and Michael Sutcliff.

Exhibit (d)(v) EXECUTION VERSION INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this “Agreement”) is entered into as of August 5, 2024, by and between Tasmania Parent, Inc.

Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated June 10, 2024 (regarding a discounted cash flow analysis).

Exhibit (c)(xiii) C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions D I S C U S S I O N M AT E R I A L S Project Tempest J U N E 2 0 2 4 C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Disclaimer P R O J E C T T E M P E S T The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc .

Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated May 8, 2024.

Exhibit (c)(viii) C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions D I S C U S S I O N M AT E R I A L S Project Tempest M A Y 2 0 2 4 C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Disclaimer P R O J E C T T E M P E S T The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc .

Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated May 10, 2023.

Exhibit (c)(ii) DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Project Tempest D I S C U S S I O N M AT E R I A L S M A Y 2 0 2 3 C O N F I D E N T I A L The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc .

TWKS / Thoughtworks Holding, Inc. / Murphy Christopher Gerard - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Thoughtworks Holding, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 88546E105 (CUSIP Number) Ramona Mateiu c/o Thoughtworks Holding, Inc. 200 East Randolph Street, 25th Floor Chicago, Illinois 60601 Tel. (312) 373-10

Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated July 1, 2024.

Exhibit (c)(xvii) C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions D I S C U S S I O N M AT E R I A L S Project Tempest J U L Y 2 0 2 4 C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Disclaimer P R O J E C T T E M P E S T The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc .

Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated May 30, 2024.

Exhibit (c)(xi) C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Con f id e n tia l and Su b jec t t o F u r t h e r Re v ision s D I S C U S S I O N M A T E R I A L S Proje c t Temp est M A Y 2 0 2 4 C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Disclai m er P R O J E C T T E M P E S T The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc .

Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated May 26, 2023.

DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Project Tempest D I S C U S S I O N M AT E R I A L S M A Y 2 0 2 3 C O N F I D E N T I A L Exhibit (c)(iii) The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc .

Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated May 30, 2023.

Exhibit (c)(iv) DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Project Tempest D I S C U S S I O N M AT E R I A L S M A Y 2 0 2 3 C O N F I D E N T I A L The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc .

Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated April 26, 2024.

Exhibit (c)(vii) C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions D I S C U S S I O N M AT E R I A L S Project Tempest A P R I L 2 0 2 4 C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Disclaimer P R O J E C T T E M P E S T The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc .

Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated June 18, 2024.

Exhibit (c)(xv) C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions D I S C U S S I O N M AT E R I A L S Project Tempest J U N E 2 0 2 4 C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Disclaimer P R O J E C T T E M P E S T The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc .

Equity Commitment Letter, dated as of August 5, 2024 by and among Apax XI EUR L.P., Apax XI EUR 1 L.P., APAX XI EUR SCSp, Apax XI USD L.P., Apax XI USD 2 L.P., APAX XI USD SCSp and Tasmania Midco, LLC.

Exhibit (b)(i) EQUITY COMMITMENT LETTER August 5, 2024 Tasmania Midco, LLC c/o Apax Partners LLP 1 Knightsbridge London SW1X 7LX United Kingdom Re: Project Tasmania Ladies and Gentlemen: This letter agreement sets forth the commitment of Apax XI EUR L.

Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated June 4, 2024.

Exhibit (c)(xii) C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Con f id e n tia l and Su b jec t t o F u r t h e r Re v ision s D I S C U S S I O N M A T E R I A L S Proje c t Temp est J U N E 2 0 2 4 C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Disclai m er P R O J E C T T E M P E S T The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc .

Amendment to Thoughtworks Inc. Employment Agreement, dated as of July 31, 2024, by and between Thoughtworks Inc. and Michael R. Sutcliff.

Exhibit (d)(iv) EXECUTION VERSION AMENDMENT TO THOUGHTWORKS INC. EMPLOYMENT AGREEMENT This Amendment to the Thoughtworks Inc. Employment Agreement (this “Amendment”) is made and entered into effective as of July 31, 2024 (the “Amendment Effective Date”), by and between Thoughtworks Inc., a Delaware corporation (the “Company”), and Michael R. Sutcliff (the “Executive” and, together with the Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 Thoughtworks Holding, Inc. (Name of the Issuer) Thoughtworks Holding, Inc. Turin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 Thoughtworks Holding, Inc. (Name of the Issuer) Thoughtworks Holding, Inc. Turing EquityCo II L.P. Apax IX GP Co. Limited Apax IX EUR GP L.P. Inc. Apax IX EUR L.P. Apax IX - AIV EUR L.P. Apax IX EUR Co-Investment L.P. Apax IX USD

Joint Filing Agreement.

EX-99.3 2 ea021103101ex99-3thought.htm JOINT FILING AGREEMENT Exhibit 3 JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and any subsequent amendments

TWKS / Thoughtworks Holding, Inc. / Murphy Christopher Gerard - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Thoughtworks Holding, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 88546E105 (CUSIP Number) Ramona Mateiu c/o Thoughtworks Holding, Inc. 200 East Randolph Street, 25th Floor Chicago, Illinois 60601 Tel. (312) 373-100

JOINT FILING AGREEMENT

EX-99.24 2 d878439dex9924.htm EX-99.24 EXHIBIT 24 JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and any subsequent amendments thereto, and have duty

TWKS / Thoughtworks Holding, Inc. / APAX IX GP CO. Ltd - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Thoughtworks Holding, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 88546E105 (CUSIP Number) Salim Nathoo Rohan Haldea c/o Apax Partners LLP 1 Knightsbridge London SW1X 7LX United Kingdom Tel. +44-20-7872-6300

Thoughtworks Inc. Employment Agreement, dated as of May 2, 2024, by and between Thoughtworks Inc. and Michael R. Sutcliff, incorporated herein by reference to Exhibit 10.1 in the quarterly report on Form 10-Q of Thoughtworks Holding, Inc. filed with the SEC on August 6, 2024.

Exhibit 10.1 THOUGHTWORKS, INC. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of May 2, 2024 by and between THOUGHTWORKS, INC., a Delaware corporation (the “Company”), and Michael R. Sutcliff (“Executive”). WHEREAS, the Company desires to employ Executive on the terms and conditions as set forth herein; and WHEREAS, Executive desires to be employed by the Company on

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40812 THOUGHTWORKS HO

Transition and separation agreement, dated as of May 4, 2024, by and between Thoughtworks, Inc. and Xiao Guo

Exhibit 10.2 May 4, 2024 Xiao Guo delivered via email Transition and Separation Agreement Dear Xiao: This letter agreement (this “Agreement”) sets out the terms and conditions that we previously discussed regarding your employment with Thoughtworks, Inc. (the “Company”). This Agreement shall be effective as of the date signed by you (such date, the “Effective Date”). In recognition of your prior s

Agreement and Plan of Merger, dated August 5, 2024, by and among Tasmania Midco, LLC, Tasmania Merger Sub, Inc. and Thoughtworks Holding, Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among TASMANIA MIDCO, LLC, TASMANIA MERGER SUB, INC. and THOUGHTWORKS HOLDING, INC. Dated as of August 5, 2024 TABLE OF CONTENTS Page Article I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 16 1.3 Certain Interpretations 17 Article II THE MERGER 19 2.1 The Merger 19 2.2 The Effective Time 19 2.3 The Closing 20 2

Form of Rollover and Reinvestment Agreement, by and among, Tasmania Parent, Inc., Tasmania Holdco, Inc. Tasmania Midco, LLC and certain stockholders party from time to time thereto (incorporated by reference from Exhibit 10.2 to the Form 8-K filed with the SEC by Thoughtworks Holdings, Inc. on August 5, 2024).

Exhibit 10.2 FINAL FORM ROLLOVER AND REINVESTMENT AGREEMENT THIS ROLLOVER AND REINVESTMENT AGREEMENT (this “Agreement”) is entered into as of August 5, 2024, by and among Tasmania Parent, Inc., a Delaware corporation (“Topco”), solely for purposes of Section 8(e), Tasmania Holdco, Inc., a Delaware corporation (“Holdco”), solely for purposes of Section 8(e), Tasmania Midco, LLC, a Delaware limited

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders

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): August 2, 2024 THOUGHTWORKS HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-40812 82-2668392 (State or other jurisdiction of incorporation or organiz

2

Exhibit 99.2 Thoughtworks to Be Taken Private by Apax Funds for $4.40 Per Share ● Thoughtworks stockholders to receive $4.40 per share in cash ● Deal price represents a 48% premium to the 30-day VWAP ● Unanimously Recommended by Special Committee of the Thoughtworks Board of Directors CHICAGO-(BUSINESS WIRE)-August 5, 2024- Thoughtworks (NASDAQ: TWKS), a global technology consultancy that integrat

Rollover Agreement, dated August 5, 2024, by and among Tasmania Parent, Inc., Tasmania Holdco, Inc., Tasmania Midco, LLC and Turing EquityCo II L.P.

Exhibit 10.1 ROLLOVER AGREEMENT THIS ROLLOVER AGREEMENT (this “Agreement”) is entered into as of August 5, 2024, by and among Tasmania Parent, Inc., a Delaware corporation (“Topco”), solely for purposes of Section 5(d), Tasmania Holdco, Inc. a Delaware corporation (“Holdco”), solely for purposes of Section 5(d), Tasmania Midco, LLC a Delaware limited liability company and indirect wholly-owned sub

THOUGHTWORKS HOLDING, INC. CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (In thousands, except share and per share data)

Exhibit 99.1 Thoughtworks Reports Second Quarter 2024 Financial Results ● Second quarter revenues of $251.7 million ● Thoughtworks signed definitive merger agreement to be taken private by an affiliate of funds advised by Apax Partners LLP CHICAGO, IL., () – Thoughtworks Holding, Inc. (NASDAQ: TWKS) (“Thoughtworks” or the “Company”), a leading global technology consultancy, today reported results

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): June 17, 2024 THOUGHTWORKS HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-40812 82-2668392 (State or other jurisdiction of incorporation or organiza

Submission of Matters to a Vote of Security Holders

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): June 4, 2024 THOUGHTWORKS HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-40812 82-2668392 (State or other jurisdiction of incorporation or organizat

Thoughtworks CEO Guo Xiao to Step Down; Board Appoints Industry Veteran, Mike Sutcliff, as CEO

Exhibit 99.2 Thoughtworks CEO Guo Xiao to Step Down; Board Appoints Industry Veteran, Mike Sutcliff, as CEO CHICAGO, IL., (May 7, 2024) – Thoughtworks Holding, Inc. (NASDAQ: TWKS), a global technology consultancy that integrates strategy, design and engineering, announced today that Guo Xiao is stepping down from the role of Chief Executive Officer and Director. The Board of Directors has selected

% Change(1)

Exhibit 99.1 Thoughtworks Reports First Quarter 2024 Financial Results •First quarter revenues of $248.6 million •Raises full year revenue guidance and reiterates full year Adjusted EBITDA Margin guidance •Provides guidance for second quarter of 2024 CHICAGO, IL., (May 7, 2024) – Thoughtworks Holding, Inc. (NASDAQ: TWKS) ("Thoughtworks" or the "Company"), a leading global technology consultancy, t

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition

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): May 1, 2024 THOUGHTWORKS HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-40812 82-2668392 (State or other jurisdiction of incorporation or organizati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40812 THOUGHTWORKS H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy St

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ Definitive Proxy S

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Name of Subsidiary Jurisdiction of Organization ThoughtWorks Australia Pty Ltd Australia ThoughtWorks Brasil Software LTDA. Brazil ThoughtWorks Software Technologies (Beijing) Ltd. China ThoughtWorks Software Technologies (Chengdu) Ltd. China ThoughtWorks Software Technologies (Wuhan) Ltd. China ThoughtWorks Software Technologies (Xi’an) Ltd. China ThoughtWorks, I

Sai Mandapaty - Second Agreement and Release executed on January 10, 2024

Exhibit 10.22 EXHIBIT A SECOND AGREEMENT AND RELEASE Thoughtworks Holding, Inc. (the “Company”) and Sai Mandapaty (“Employee”) agree to the terms and conditions of this Second Agreement and Release as set forth below, effective as of the Effective Date (as defined below). All capitalized terms used herein, unless defined otherwise herein, shall have the meaning set forth in the Agreement and Relea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40812 THOUGHTWORKS HOLDIN

Employment Agreement dated as of October 12, 2017, by and between Thoughtworks, Inc. and Ramona Mateiu

Exhibit 10.20 EXECUTION VERSION THOUGHTWORKS, INC. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of October 12, 2017 by and between THOUGHTWORKS, INC., a Delaware corporation (the “Company”), and Ramona Mateiu (“Executive”). WHEREAS, the Company has employed Executive and desires to continue to employ Executive on the terms and conditions as set forth herein; WHEREAS

Compensation Clawback Policy

EXHIBIT 97 THOUGHTWORKS HOLDING, INC. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION In accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Thoughtworks Holding, Inc. (the “Company”) has adopted thi

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 27, 2024 THOUGHTWORKS HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-40812 82-2668392 (State or other jurisdiction of incorporation or orga

% Change(1)

Exhibit 99.1 Thoughtworks Reports Fourth Quarter and Full Year 2023 Financial Results •Fourth quarter revenues of $252.4 million and full year revenues of $1,126.8 million •Provides guidance for the full year and first quarter of 2024 CHICAGO, IL., (February 27, 2024) – Thoughtworks Holding, Inc. (NASDAQ: TWKS) ("Thoughtworks" or the "Company"), a leading global technology consultancy, today repor

Employment Agreement dated as of October 12, 2017, by and between ThoughtWorks Technologies (India) Private Limited and Sudhir Tiwari

Exhibit 10.21 EXECUTION VERSION EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of October 12, 2017 by and between ThoughtWorks Technologies (India) Private Limited, a company incorporated in India under the Companies Act, 1956, and having its registered office at ACR Mansion G + 3floors, 147/F, 8th Main, 3rd Block Koramangala, Bangalore-560034, India (hereinafter refe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40812 THOUGHTW

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40812 THOUGHTWORKS

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): February 6, 2024 THOUGHTWORKS HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-40812 82-2668392 (State or other jurisdiction of incorporation or organ

TWKS / Thoughtworks Holding, Inc. / GIC Private Ltd - SC 13G/A Passive Investment

SC 13G/A 1 ef20020647sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1) * THOUGHTWORKS HOLDING, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 88546E105 (CUSIP Number) December 31, 2023 (Date of the Event Which Requires Filing of this Statement) Chec

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 7, 2023 THOUGHTWORKS HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-40812 82-2668392 (State or other jurisdiction of incorporation or organ

Sai Mandapaty - Agreement and Release executed on November 2, 2023

Exhibit 10.1 October 30, 2023 AGREEMENT AND RELEASE Thoughtworks Holding, Inc. (the “Company”) and Sai Mandapaty (“Employee”) agree to the terms and conditions of this Agreement and Release as set forth below, effective as of the Effective Date (as defined below): 1.Termination. The Company agrees to continue to employ Employee to provide transition services until January 15, 2024 (the “Terminatio

% Change(1)

Exhibit 99.1 Thoughtworks Reports Third Quarter 2023 Financial Results •Third quarter revenues of $280.2 million •Provides updated guidance for the full year and fourth quarter of 2023 CHICAGO, IL., (November 7, 2023) – Thoughtworks Holding, Inc. (NASDAQ: TWKS) ("Thoughtworks" or the "Company"), a leading global technology consultancy, today reported results for the third quarter of 2023 and provi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40812 THOUGHTWOR

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2023 THOUGHTWORKS HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-40812 82-2668392 (State or other jurisdiction of incorporation or organiz

Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition

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): August 8, 2023 THOUGHTWORKS HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-40812 82-2668392 (State or other jurisdiction of incorporation or organiz

Amendment No. 3 to Amended and Restated Credit Agreement

Exhibit 10.1 Execution Version AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 18, 2023 (this “Amendment”), by Credit Suisse (as defined below), as Administrative Agent (in such capacity, the “Administrative Agent”), which amends that certain Amended and Restated Credit Agreement, dated as of March 26, 2021 (as amen

% Change(1)

Exhibit 99.1 Thoughtworks Reports Second Quarter 2023 Financial Results and Announces Restructuring Actions •Second quarter revenues of $287.2 million •Announces restructuring actions targeting $75-85 million in annualized cost savings upon completion •Provides updated guidance for the full year and third quarter of 2023 CHICAGO, IL., (August 8, 2023) – Thoughtworks Holding, Inc. (NASDAQ: TWKS) ("

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40812 THOUGHTWORKS HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2023 THOUGHTWORKS HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-40812 82-2668392 (State or other jurisdiction of incor

Rebecca Parsons - Amendment to Employment Agreement dated August 3, 2023

Exhibit 10.1 EXECUTION VERSION AMENDMENT TO THOUGHTWORKS INC. EMPLOYMENT AGREEMENT This Amendment to Thoughtworks Inc. Employment Agreement (this “Amendment”) is made and entered into effective as of August 3, 2023 (the “Amendment Effective Date”), by and between The Thoughtworks Inc., a Delaware corporation (the “Company”), and Rebecca Parsons (the “Executive” and, together with the Company, the

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): July 12, 2023 THOUGHTWORKS HOLDIN

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): July 12, 2023 THOUGHTWORKS HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-40812 82-2668392 (State or other jurisdiction of incorporation or organiza

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): June 5, 2023 THOUGHTWORKS HOLDING

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): June 5, 2023 THOUGHTWORKS HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-40812 82-2668392 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ Definitive Proxy S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40812 THOUGHTWORKS H

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): May 9, 2023 THOUGHTWORKS HOLDING,

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): May 9, 2023 THOUGHTWORKS HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-40812 82-2668392 (State or other jurisdiction of incorporation or organizati

Form of Performance Share Unit Agreement, as amended

Exhibit 10.1 THOUGHTWORKS HOLDING, INC. PERFORMANCE SHARE UNIT NOTICE (2021 OMNIBUS INCENTIVE PLAN) Thoughtworks Holding, Inc. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan (the “Plan”), hereby grants to Participant an Award of Performance Share Units (“PSUs”) for the target number of shares of Stock set forth below (the “Award”). The Award is subject to all of the terms and conditi

Employment Agreement dated as of October 12, 2017, by and between Thoughtworks, Inc. and Sai Mandapaty

Exhibit 10.3 EXECUTION VERSION THOUGHTWORKS, INC. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of October 12, 2017 by and between THOUGHTWORKS, INC., a Delaware corporation (the “Company”), and Sai Mandapaty (“Executive”). WHEREAS, the Company has employed Executive and desires to continue to employ Executive on the terms and conditions as set forth herein; WHEREAS,

% Change(1)

Exhibit 99.1 Thoughtworks Reports First Quarter 2023 Financial Results •First quarter revenues of $307.1 million •First quarter operating cash flow of $33.0 million and free cash flow of $31.4 million •47 new clients in the first quarter •Bookings of $1.5 billion for the trailing twelve months ended March 31, 2023 •Provides updated guidance for the full year and second quarter of 2023 CHICAGO, IL.

Employment Agreement dated as of October 19, 2017, by and between Thoughtworks, Ltd. and Erin Cummins

Exhibit 10.2 EXECUTION COPY EMPLOYMENT AGREEMENT DEED THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as a Deed on October 19, 2017 by and between ThoughtWorks, Ltd, (the “Company”), and Erin Kessler (“Executive”). WHEREAS, the Company has employed Executive and desires to continue to employ Executive on the terms and conditions as set forth herein; WHEREAS, the Executive desires to co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ Definitive Proxy S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy St

Preferability Letter Regarding Change in Accounting Principle dated February 28, 2022 from Ernst & Young LLP

Exhibit 18.1 February 28, 2023 Board of Directors Thoughtworks Holding, Inc. 200 E Randolph St Chicago, IL 60601 Ladies and Gentlemen: Note 1 of Notes to the consolidated financial statements of Thoughtworks Holding, Inc. included in its Form 10-K for the year ended December 31, 2022, describes a change in the method of accounting for recognizing stock-based compensation expense for graded vesting

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): February 28, 2023 THOUGHTWORKS HO

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): February 28, 2023 THOUGHTWORKS HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-40812 82-2668392 (State or other jurisdiction of incorporation or orga

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Name of Subsidiary Jurisdiction of Organization ThoughtWorks Australia Pty Ltd Australia ThoughtWorks Brasil Software LTDA. Brazil ThoughtWorks Software Technologies (Beijing) Ltd. China ThoughtWorks Software Technologies (Chengdu) Ltd. China ThoughtWorks Software Technologies (Wuhan) Ltd. China ThoughtWorks Software Technologies (Xi’an) Ltd. China ThoughtWorks, I

Incremental Amendment, dated as of March 30, 2021, to the Amended and Restated Credit Agreement

Exhibit 10.16 Execution Version INCREMENTAL AMENDMENT TO CREDIT AGREEMENT INCREMENTAL AMENDMENT, dated as of March 30, 2021 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of March 26, 2021 (as amended, restated, supplemented or otherwise modified prior to the date hereof), among TURING TOPCO LLC, a Delaware limited liability company (“Holdings”), TURING MIDCO LLC, a Del

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40812 THOUGHTWORKS HOLDIN

THOUGHTWORKS HOLDING, INC. CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) (In thousands, except share and per share data)

Exhibit 99.1 Thoughtworks Reports Fourth Quarter and Full Year 2022 Financial Results •Fourth quarter revenues of $310.7 million and full year revenues of $1.3 billion •Reported revenue growth of 8.3% for the fourth quarter and 21.1% for the full year •Constant currency growth of 14.7% for the fourth quarter and 26.8% for the full year •Provides guidance for the full year and first quarter of 2023

TWKS / Thoughtworks Holding Inc / GIC Private Ltd - SC 13G/A Passive Investment

SC 13G/A 1 brhc10047714sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * THOUGHTWORKS HOLDING, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 88546E105 (CUSIP Number) December 31, 2022 (Date of the Event Which Requires Filing of this Statement) C

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 9, 2022 THOUGHTWORKS HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-40812 82-2668392 (State or other jurisdiction of incorporation) (Commis

Amendment No. 2 and Incremental Amendment to Amended and Restated Credit Agreement

Exhibit 10.1 Execution Version AMENDMENT NO. 2 AND INCREMENTAL AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT NO. 2 AND INCREMENTAL AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 9, 2022 (this ?Amendment?), by and among the Borrowers, the other Loan Parties party hereto, the Additional Lenders party hereto, the other Lenders party hereto and Credit Suisse (a

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): November 14, 2022 THOUGHTWORKS HO

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): November 14, 2022 THOUGHTWORKS HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-40812 82-2668392 (State or other jurisdiction of incorporation or orga

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40812 THOUGHTWOR

THOUGHTWORKS HOLDING, INC. CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME (In thousands, except share and per share data)

Exhibit 99.1 Thoughtworks Reports Third Quarter 2022 Financial Results •Revenues of $332.4 million for the third quarter •Reported revenue growth of 16.6%; 23.9% in constant currency for the third quarter CHICAGO, IL., (November 14, 2022) – Thoughtworks Holding, Inc. (NASDAQ: TWKS) ("Thoughtworks" or the "Company"), a leading global technology consultancy, today reported results for the third quar

THOUGHTWORKS HOLDING, INC. CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME (In thousands, except share and per share data)

Exhibit 99.1 Thoughtworks Reports Strong Second Quarter 2022 Financial Results ?Revenues of $332.1 million for the second quarter ?Reported revenue growth of 27.5%; 33.5% on a constant currency basis for the second quarter CHICAGO, IL., (August 15, 2022) ? Thoughtworks Holding, Inc. (NASDAQ: TWKS) ("Thoughtworks" or the "Company"), a leading global technology consultancy, today reported results fo

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 15, 2022 THOUGHTWORKS HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-40812 82-2668392 (State or other jurisdiction of incorporation or organi

Form of Performance Share Unit Agreement

Exhibit 10.1 THOUGHTWORKS HOLDING, INC. PERFORMANCE SHARE UNIT NOTICE (2021 OMNIBUS INCENTIVE PLAN) Thoughtworks Holding, Inc. (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan (the ?Plan?), hereby grants to Participant an Award of Performance Share Units (?PSUs?) for the target number of shares of Stock set forth below (the ?Award?). The Award is subject to all of the terms and conditi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40812 THOUGHTWORKS HO

Submission of Matters to a Vote of Security Holders

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): June 15, 2022 THOUGHTWORKS HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-40812 82-2668392 (State or other jurisdiction of incorporation or organiza

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40812 THOUGHTWORKS H

THOUGHTWORKS HOLDING, INC. CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME (In thousands, except share and per share data)

Exhibit 99.1 Thoughtworks Reports Strong First Quarter 2022 Financial Results and Raises Full Year 2022 Guidance ?Revenues of $320.9 million ?Reported revenue growth of 35.0% in the first quarter ?Provides updated guidance for the second quarter and full year 2022 CHICAGO, IL., (May 9, 2022) ? Thoughtworks Holding, Inc. (NASDAQ: TWKS) ("Thoughtworks" or the "Company"), a leading global technology

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 9, 2022 THOUGHTWORKS HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-40812 82-2668392 (State or other jurisdiction of incorporation or organizati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 ny20003191x2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40812 THOUGHTWORKS HOLDIN

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Name of Subsidiary Jurisdiction of Organization ThoughtWorks Australia Pty Ltd Australia ThoughtWorks Brasil Software LTDA. Brazil ThoughtWorks Software Technologies (Beijing) Ltd. China ThoughtWorks Software Technologies (Chengdu) Ltd. China ThoughtWorks Software Technologies (Wuhan) Ltd. China ThoughtWorks Software Technologies (Xi?an) Ltd. China ThoughtWorks, I

Description of Securities

EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES AND EXCHANGE ACT OF 1934 Thoughtworks Holding, Inc. (the ?Company,? ?we,? ?our,? and ?us?) has one class of securities, its common stock, par value $0.001 per share (?common stock?), registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). The follo

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 1, 2022 THOUGHTWORKS HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-40812 82-2668392 (State or other jurisdiction of incorporation or organiza

THOUGHTWORKS HOLDING, INC. CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME (In thousands, except share and per share data)

Exhibit 99.1 Thoughtworks Reports Strong Fourth Quarter and Full Year 2021 Financial Results ?Annual revenues exceed $1 billion ?Reported revenue growth of 39.0% in the fourth quarter and 33.2% for the full year ?Provides guidance for the full year and first quarter of 2022 CHICAGO, IL., (Mar. 1, 2022) ? Thoughtworks Holding, Inc. (NASDAQ: TWKS) ("Thoughtworks" or the "Company"), a leading global

TWKS / Thoughtworks Holding Inc / APAX IX GP CO. Ltd - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Thoughtworks Holding, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 88546E105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule Pu

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

Exhibit A AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock of Thoughtworks Holding, Inc.

TWKS / Thoughtworks Holding Inc / GIC Private Ltd - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * THOUGHTWORKS HOLDING, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 88546E105 (CUSIP Number) September 15, 2021 (Date of the Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

Joint Filing Agreement

CUSIP No. 88546E105 SCHEDULE 13G Page 9 of 9 Pages EXHIBIT A Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of common stoc

TWKS / Thoughtworks Holding Inc / SIEMENS AG - SC 13G Passive Investment

Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to ? 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Thoughtworks Holding, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 88546E105 (CUSIP Number) D

Form of Restricted Stock Unit Agreement

EXHIBIT 10.11 THOUGHTWORKS HOLDING, INC. RESTRICTED STOCK UNIT NOTICE (2021 OMNIBUS INCENTIVE PLAN) Thoughtworks Holding, Inc. (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan (the ?Plan?), hereby grants to Participant an Award of Restricted Stock Units for the number of shares of Stock set forth below (the ?Award?). The Award is subject to all of the terms and conditions as set forth

THOUGHTWORKS HOLDING, INC. CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME (In thousands, except share data and per share data)

Exhibit 99.1 Thoughtworks Reports Strong Third Quarter 2021 Financial Results ?Completion of successful IPO ?Revenue growth of 45.0%; 42.1% at constant currency ?Provides guidance for fourth quarter and full year 2021 CHICAGO, IL., (Nov. 15, 2021) ? Thoughtworks Holding, Inc. (NASDAQ: TWKS) ("Thoughtworks" or the "Company"), a leading global technology consultancy, today reported results for the t

Director Nomination Agreement, dated as of September 17, 2021, by and among the Company and the other signatories party thereto, incorporated herein by reference to Exhibit 10.10 in the quarterly report on Form 10-Q of Thoughtworks Holding, Inc. filed with the SEC on November 15, 2021.

EXHIBIT 10.10 DIRECTOR NOMINATION AGREEMENT THIS DIRECTOR NOMINATION AGREEMENT (this ?Agreement?) is made and entered into as of September 17, 2021, by and among Thoughtworks Holding, Inc., a Delaware corporation (the ?Company?) and Turing EquityCo II L.P., a Guernsey limited partnership (?Turing EquityCo?). This Agreement shall become effective (the ?Effective Date?) upon the closing of the Compa

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 15, 2021 THOUGHTWORKS HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-40812 82-2668392 (State or other jurisdiction of incorporation or orga

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40812 THOUGHTWOR

Thoughtworks Holding, Inc. 2021 Omnibus Incentive Plan

Exhibit 10.1 THOUGHTWORKS HOLDING, INC. 2021 OMNIBUS INCENTIVE PLAN 1. Purpose. The purpose of the Plan is to assist the Company in attracting, retaining, motivating, and rewarding certain employees, officers, directors, and consultants of the Company and its Affiliates and promoting the creation of long-term value for stockholders of the Company by closely aligning the interests of such individua

Turing Holding Corp. (n/k/a Thoughtworks Holding, Inc.) 2017 Stock Option Plan

Exhibit 10.4 Privileged & Confidential TURING HOLDING CORP. 2017 STOCK OPTION PLAN ARTICLE I ESTABLISHMENT AND PURPOSE; ADMINISTRATION 1.1 Establishment. Turing Holding Corp., a Delaware corporation (the ?Company?), hereby establishes a stock incentive plan to be known as the ?Turing Holding Corp. 2017 Stock Option Plan? (the ?Plan?). The Plan shall become effective as of October 12, 2017 (the ?Ef

As filed with the Securities and Exchange Commission on September 21, 2021

As filed with the Securities and Exchange Commission on September 21, 2021 Registration No.

Form of Thoughtworks U.K. Share Incentive Plan

Exhibit 10.3 THOUGHTWORKS HOLDING, INC. and THE SUBSIDIARIES LISTED HEREIN and [NAME OF TRUSTEE] TRUST DEED AND RULES of the THOUGHTWORKS SHARE INCENTIVE PLAN THE THOUGHTWORKS SHARE INCENTIVE PLAN 1. PURPOSE 2. STATUS 3. DECLARATION OF TRUST 4. NUMBER OF TRUSTEES 5. INFORMATION 6. RESIDENCE OF TRUSTEES 7. CHANGE OF TRUSTEES 8. INVESTMENT AND DEALING WITH TRUST ASSETS 9. LOANS TO TRUSTEES 10. TRUST

Thoughtworks Holding, Inc. 2021 Employee Stock Purchase Plan

Exhibit 10.2 THOUGHTWORKS HOLDING, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I PURPOSE The Plan?s purpose is to assist employees of the Company and its Designated Companies in acquiring a share ownership interest in the Company, help such employees provide for their future security and encourage them to remain in the employment of the Company and its Subsidiaries and Affiliates. The Plan cons

Form of Restricted Stock Unit Agreement

Exhibit 10.6 THOUGHTWORKS HOLDING, INC. RESTRICTED STOCK UNIT NOTICE (2021 OMNIBUS INCENTIVE PLAN) Thoughtworks Holding, Inc. (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan (the ?Plan?), hereby grants to Participant an Award of Restricted Stock Units for the number of shares of Stock set forth below (the ?Award?). The Award is subject to all of the terms and conditions as set forth i

Form of Stock Option Agreement

Exhibit 10.5 THOUGHTWORKS HOLDING, INC. STOCK OPTION GRANT NOTICE (2021 OMNIBUS INCENTIVE PLAN) Thoughtworks Holding, Inc. (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan (the ?Plan?), hereby grants to Participant an option to purchase the number of shares of the Company?s Stock set forth below (the ?Award?). The Award is subject to all of the terms and conditions as set forth in this

Fourth Amended and Restated Certificate of Incorporation

Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TURING HOLDING CORP. The undersigned, being an authorized officer of Turing Holding Corp. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (?DGCL?), does hereby certify as follows: 1. The name of the Corporation is Turing Holding Corp. (with such name to be ch

Underwriting Agreement

Exhibit 1.1 Turing Holding Corp. 36,842,106 Shares of Common Stock Underwriting Agreement September 14, 2021 Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC As representatives (the ?Representatives?) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

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): September 14, 2021 THOUGHTWORKS HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-40812 82-2668392 (State or other jurisdiction of incorporation) (Comm

Third Amended and Restated Bylaws

Exhibit 3.2 THIRD AMENDED AND RESTATED BYLAWS OF THOUGHTWORKS HOLDING, INC. A Delaware corporation (Adopted as of September 16, 2021) Thoughtworks Holding, Inc. (the ?Corporation?), pursuant to the provisions of Section 109 of the General Corporation Law of the State of Delaware (the ?DGCL?), hereby adopts these Third Amended and Restated Bylaws (these ?Bylaws?), which restate, amend and supersede

36,842,106 Shares Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-258985 36,842,106 Shares Common Stock This is an initial public offering of shares of common stock of Thoughtworks Holding, Inc. We are offering 16,429,964 shares of our common stock to be sold in this offering. The selling stockholders are offering 20,412,142 shares of common stock to be sold in this offering. We will not rec

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TURING HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 82-2668392 (State of incorporation or organization) (I.R.S. Employer Identification No.) 200 East Randolph Str

TURING HOLDING CORP. September 10, 2021

CORRESP 1 filename1.htm TURING HOLDING CORP. September 10, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Melissa Kindelan, Kathleen Collins, Alexandra Barone, Jeff Kauten Re: Turing Holding Corp. Registration Statement on Form S-1 Originally Filed August 20, 2021 CIK No. 0001

[Signature Page Follows]

Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Attention: Melissa Kindelan, Kathleen Collins, Alexandra Barone, Jeff Kauten Re: Turing Holding Corp. Registration Statement on Form S-1 Registration

Joshua N. Korff, P.C. To Call Writer Directly: +1 212 446 4943 [email protected] 601 Lexington Avenue New York, NY 10022 United States +1 212 446-4800 www.kirkland.com Facsimile: +1 212 446-4900 September 7, 2021

Joshua N. Korff, P.C. To Call Writer Directly: +1 212 446 4943 [email protected] 601 Lexington Avenue New York, NY 10022 United States +1 212 446-4800 www.kirkland.com Facsimile: +1 212 446-4900 September 7, 2021 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Mel

As filed with the Securities and Exchange Commission on September 7, 2021.

Table of Contents As filed with the Securities and Exchange Commission on September 7, 2021.

List of Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Organization ThoughtWorks Australia Pty Ltd Australia ThoughtWorks Brasil Software LTDA. Brazil ThoughtWorks Software Technologies (Beijing) Ltd. China ThoughtWorks Software Technologies (Chengdu) Ltd. China ThoughtWorks Software Technologies (Wuhan) Ltd. China ThoughtWorks Software Technologies (Xi?an) Ltd. China Thoug

Form of Underwriting Agreement

EX-1.1 2 d215427dex11.htm EX-1.1 Exhibit 1.1 Turing Holding Corp. [•] Shares of Common Stock Underwriting Agreement [•], 2021 Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o J.P. Morgan Securities LLC 383 Madison Avenue N

Joshua N. Korff, P.C. To Call Writer Directly: +1 212 446 4943 [email protected] 601 Lexington Avenue New York, NY 10022 United States +1 212 446 4800 www.kirkland.com Facsimile: +1 212 446 4900 August 30, 2021 Securities and Exchange Commiss

Joshua N. Korff, P.C. To Call Writer Directly: +1 212 446 4943 [email protected] 601 Lexington Avenue New York, NY 10022 United States +1 212 446 4800 www.kirkland.com Facsimile: +1 212 446 4900 August 30, 2021 Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C. 20549 Attention: Melissa Kindelan Kathleen Collins Alexandr

Form of Thoughtworks Holding, Inc. Executive Severance Plan

Exhibit 10.11 THOUGHTWORKS HOLDING, INC. EXECUTIVE SEVERANCE PLAN Thoughtworks Holding, Inc. (the ?Company?) has adopted this Thoughtworks Holding, Inc. Executive Severance Plan, including the attached Exhibits (the ?Plan?), for the benefit of Participants (as defined below), on the terms and conditions hereinafter stated. The Plan, as set forth herein, is intended to provide severance protections

Form of Director Nomination Agreement

Exhibit 10.6 DIRECTOR NOMINATION AGREEMENT THIS DIRECTOR NOMINATION AGREEMENT (this ?Agreement?) is made and entered into as of [ ], 2021, by and among Thoughtworks Holding, Inc., a Delaware corporation (the ?Company?) and Turing EquityCo L.P., a Delaware limited partnership (?Turing EquityCo?). This Agreement shall become effective (the ?Effective Date?) upon the closing of the Company?s initial

Form of Fourth Amended and Restated Certificate of Incorporation, to be in effect upon consummation of this offering

Exhibit 3.3 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TURNING HOLDING CORP. The undersigned, being an authorized officer of Turning Holding Corp. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (?DGCL?), does hereby certify as follows: 1. The name of the Corporation is Turing Holding Corp. 2. The original Certif

Third Amended and Restated Certificate of Incorporation

Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TURING HOLDING CORP. The undersigned, being an authorized officer of Turing Holding Corp. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (?DGCL?), does hereby certify as follows: 1. The name of the Corporation is Turing Holding Corp. 2. The original Certifica

Amended and Restated Registration Rights Agreement

Exhibit 4.1 EXECUTION VERSION TURING HOLDING CORP. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made as of December 23, 2020 by and among Turing Holding Corp., a Delaware corporation (the ?Company?), each of the investors listed on the signature pages hereto under the caption ?Sponsor Investors? (collectively, the

Form of Restricted Stock Unit Agreement

Exhibit 10.4 THOUGHTWORKS HOLDING, INC. RESTRICTED STOCK UNIT NOTICE (2021 OMNIBUS INCENTIVE PLAN) Thoughtworks Holding, Inc. (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan (the ?Plan?), hereby grants to Participant an Award of Restricted Stock Units for the number of shares of Stock set forth below (the ?Award?). The Award is subject to all of the terms and conditions as set forth i

Form of Stock Option Agreement

Exhibit 10.3 THOUGHTWORKS HOLDING, INC. STOCK OPTION GRANT NOTICE (2021 OMNIBUS INCENTIVE PLAN) Thoughtworks Holding, Inc. (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan (the ?Plan?), hereby grants to Participant an option to purchase the number of shares of the Company?s Stock set forth below (the ?Award?). The Award is subject to all of the terms and conditions as set forth in this

Amended and Restated Credit Agreement, dated as of March 26, 2021

Exhibit 10.1 Execution Version AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 26, 2021 among TURING TOPCO LLC as Holdings TURING MIDCO LLC as Parent Borrower and a Co-Borrower, TURING ACQUISITION LLC as a Co-Borrower, THOUGHTWORKS, INC. as a Co-Borrower, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Administrative Agent and Collateral Agent, THE LENDERS PARTY HERETO, CREDIT SUISSE LOAN FUNDI

Form of Indemnification Agreement

Exhibit 10.5 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made and entered into as of [ ], 2021 between Thoughtworks Holding, Inc., a Delaware corporation (the ?Company?), and [ ] (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they are provided with adequate

Letter Agreement, dated as of August 10, 2021, by and between Thoughtworks, Inc. and Christopher Murphy

Exhibit 10.10 August 10, 2021 Christopher Gerard Murphy [Redacted] Re: Acknowledgement of Current Role Dear Chris: Reference is made herein to that certain Employment Agreement (the ?Employment Agreement?), dated as of October 19, 2017, by and between you and ThoughtWorks, Ltd. (your ?Prior Employer?). This letter serves to acknowledge that following your entry into the Employment Agreement, your

Employment Agreement, dated as of October 19, 2017, by and between Thoughtworks, Ltd and Christopher Murphy

Exhibit 10.9 EXECUTION COPY EMPLOYMENT AGREEMENT DEED THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into as a Deed on October 19, 2017 by and between ThoughtWorks, Ltd, (the ?Company?), and Christopher Gerard Murphy (?Executive?). WHEREAS, the Company has employed Executive and desires to continue to employ Executive on the terms and conditions as set forth herein; WHEREAS, the Executive

Second Amended and Restated Bylaws

Exhibit 3.2 SECOND AMENDED AND RESTATED BY-LAWS OF TURING HOLDING CORP. A Delaware corporation Adopted as of May 1, 2020 ARTICLE I OFFICES Section 1. Registered Office. The address of the corporation?s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

Form of Third Amended and Restated Bylaws, to be in effect upon consummation of this offering

Exhibit 3.4 THIRD AMENDED AND RESTATED BYLAWS OF THOUGHTWORKS HOLDING, INC. A Delaware corporation (Adopted as of [ ], 2021) Thoughtworks Holding, Inc. (the ?Corporation?), pursuant to the provisions of Section 109 of the General Corporation Law of the State of Delaware (the ?DGCL?), hereby adopts these Third Amended and Restated Bylaws (these ?Bylaws?), which restate, amend and supersede the byla

Amendment No. 1 to Amended and Restated Registration Rights Agreement

Exhibit 4.2 Execution Version AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Amendment?), dated as of June 21, 2021 (the ?Effective Date?), is entered into by and between Turing Holding Corp., a Delaware corporation (the ?Company?) and Turing EquityCo L.P (?Sponsor Investor?). Capitalized terms

As filed with the Securities and Exchange Commission on August 25, 2021.

S-1/A As filed with the Securities and Exchange Commission on August 25, 2021. Registration No. 333-258985 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Turing Holding Corp.* (Exact name of registrant as specified in its charter) Delaware 7371 82-2668392 (State or other jurisdiction of inc

Employment Agreement, dated as of October 12, 2017, by and between Thoughtworks, Inc. and Guo Xiao

Exhibit 10.7 EXECUTION VERSION THOUGHTWORKS, INC. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is dated as of October 12, 2017 by and between THOUGHTWORKS, INC., a Delaware corporation (the ?Company?), and Xiao Guo (?Executive?). WHEREAS, the Company has employed Executive and desires to continue to employ Executive on the terms and conditions as set forth herein; WHEREAS, the

Form of Thoughtworks Holding, Inc. 2021 Omnibus Incentive Plan

Exhibit 10.2 THOUGHTWORKS HOLDING, INC. 2021 OMNIBUS INCENTIVE PLAN 1. Purpose. The purpose of the Plan is to assist the Company in attracting, retaining, motivating, and rewarding certain employees, officers, directors, and consultants of the Company and its Affiliates and promoting the creation of long-term value for stockholders of the Company by closely aligning the interests of such individua

Employment Agreement, dated as of October 12, 2017, by and between Thoughtworks, Inc. and Dr. Rebecca Parsons

Exhibit 10.8 EXECUTION VERSION THOUGHTWORKS, INC. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is dated as of October 12, 2017 by and between THOUGHTWORKS, INC., a Delaware corporation (the ?Company?), and Rebecca Parsons (?Executive?). WHEREAS, the Company has employed Executive and desires to continue to employ Executive on the terms and conditions as set forth herein; WHEREA

Joshua N. Korff, P.C. To Call Writer Directly: +1 212 446 4943

Joshua N. Korff, P.C. To Call Writer Directly: +1 212 446 4943 [email protected] 601 Lexington Avenue New York, NY 10022 United States +1 212 446-4800 www.kirkland.com Facsimile: +1 212 446-4900 August 20, 2021 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Melis

As filed with the Securities and Exchange Commission on August 20, 2021.

S-1 Table of Contents As filed with the Securities and Exchange Commission on August 20, 2021.

Amendment No. 1 to Draft Registration Statement. As confidentially submitted to the Securities and Exchange Commission on July 26, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all

Table of Contents Amendment No. 1 to Draft Registration Statement. As confidentially submitted to the Securities and Exchange Commission on July 26, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington

Joshua N. Korff, P.C. To Call Writer Directly: +1 212 446 4943 [email protected] 601 Lexington Avenue New York, NY 10022 United States +1 212 446-4800 www.kirkland.com Facsimile: +1 212 446-4900 July 26, 2021

DRSLTR 1 filename1.htm Joshua N. Korff, P.C. To Call Writer Directly: +1 212 446 4943 [email protected] 601 Lexington Avenue New York, NY 10022 United States +1 212 446-4800 www.kirkland.com Facsimile: +1 212 446-4900 July 26, 2021 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 2

As confidentially submitted to the Securities and Exchange Commission on June 14, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential

Table of Contents As confidentially submitted to the Securities and Exchange Commission on June 14, 2021.