SEATTLE, Oct. 22, 2026 /PRNewswire/ — 

JND Legal Administration—

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT
OF APPRAISAL AND STOCKHOLDER CLASS ACTION,
SETTLEMENT HEARING, AND RIGHT TO APPEAR

PLEASE READ THIS SUMMARY NOTICE CAREFULLY.  YOUR RIGHTS WILL BE AFFECTED BY A STOCKHOLDER CLASS ACTION PENDING IN THIS COURT.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the “Court”), that the above-captioned appraisal and stockholder class action (the “Action”) has been certified as a class action on behalf of the Class defined above. 

YOU ARE ALSO NOTIFIED that (i) plaintiffs Genesee County Employees’ Retirement System, Laborers’ District Council and Contractors’ Pension Fund of Ohio, and Think Investments LP (together, “Lead Plaintiffs”), on behalf of themselves and all other members of the Court-certified Class; (ii) petitioners Think India Opportunities Master Fund LP and TIMF LP (collectively, “Settlement Petitioners”); and (iii) defendants Salim Nathoo, Rohan Haldea, Ian Davis, Gina Loften, and Michael Sutcliff, Thoughtworks Holding, Inc. (“Thoughtworks” or the “Company”), and Apax Partners LLP, Turing EquityCo II L.P., and Apax IX GP Co. Limited (together, “Apax,” and collectively with the Individual Defendants and Thoughtworks, “Defendants”) have reached a proposed settlement of the Action for $31,000,000.00 (U.S. Dollars) in cash (the “Settlement”).  The terms of the Settlement are stated in the Stipulation.  If approved by the Court, the Settlement will resolve all claims in the Action.

Absent further order of the Court, a hearing (the “Settlement Hearing”) will be held on December 7, 2026, at 1:30 p.m., before The Honorable Bonnie W. David, Vice Chancellor, either in person at the Court of Chancery of the State of Delaware, Sussex County, Court of Chancery Courthouse, 34 The Circle, Georgetown, DE 19947, or remotely by telephone or videoconference (in the discretion of the Court), to, among other things: (i) determine whether the proposed Settlement should be approved as fair, reasonable, and adequate to Lead Plaintiffs, Settlement Petitioners, and the other members of the Class; (ii) determine whether the proposed Order and Final Judgment approving the Settlement, dismissing the Action with prejudice, and granting the Releases provided under the Stipulation should be entered; (iii) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (iv) determine whether and in what amount any award of attorneys’ fees and payment of Litigation Expenses to Plaintiffs’ Counsel (“Fee and Expense Award”) should be paid out of the Settlement Fund; (v) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or Plaintiffs’ Counsel’s application for a Fee and Expense Award; and (vi) consider any other matters that may properly be brought before the Court in connection with the Settlement.

Any updates regarding the Settlement Hearing, including any changes to the date, time, or format of the hearing or updates regarding remote or in-person appearances at the hearing, will be posted to the Settlement website, www.ThoughtworksStockholdersLitigation.com.

If you are a member of the Class, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Net Settlement Fund.  If you have not yet received the Notice, you may obtain a copy of the Notice by contacting the Settlement Administrator by mail at Thoughtworks Stockholders Litigation, c/o JND Legal Administration, PO Box 91309, Seattle, WA 98111; or by email at info@ThoughtworksStockholdersLitigation.com.  A copy of the Notice can also be downloaded from the Settlement website, www.ThoughtworksStockholdersLitigation.com.

If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed on a pro rata basis to Eligible Class Members in accordance with the proposed Plan of Allocation stated in the Notice or such other plan of allocation as is approved by the Court.  Pursuant to the proposed Plan of Allocation, each Eligible Class Member will be eligible to receive a pro rata payment from the Net Settlement Fund equal to the product of (i) the number of Eligible Shares held by the Eligible Class Member and (ii) the “Per-Share Recovery” for the Settlement, which will be determined by dividing the total amount of the Net Settlement Fund by the total number of Eligible Shares held by all Eligible Class Members.  As explained in further detail in the Notice, pursuant to the Plan of Allocation, payments from the Net Settlement Fund to Eligible Class Members will be made in the same manner in which Eligible Class Members received payment for their shares of Thoughtworks common stock upon the Closing of the Transaction.  Eligible Class Members do not have to submit a claim form to receive a payment from the Settlement.

Any objections to the proposed Settlement, the proposed Plan of Allocation, or Plaintiffs’ Counsel’s application for a Fee and Expense Award must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Lead Counsel and Defendants’ Counsel such that they are received no later than November 12, 2026, in accordance with the instructions set forth in the Notice.

Please do not contact the Court or the Office of the Register in Chancery regarding this Summary Notice.  All questions about this Summary Notice, the proposed Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Lead Counsel.

Requests for the Notice should be made to the Settlement Administrator:

Thoughtworks Stockholders Litigation
c/o JND Legal Administration
PO Box 91309
Seattle, WA 98111

Telephone:  888-593-6759
Email:  info@ThoughtworksStockholdersLitigation.com
Website:  www.ThoughtworksStockholdersLitigation.com

Inquiries, other than requests for the Notice, should be made to the following Lead Counsel: 

Andrew E. Blumberg
Johnson Van Kwawegen LLP
221 W. 10th St. Suite 423
Wilmington, DE 19801

Telephone:  302-330-8001
Email:  Andrew@jvk-law.com

BY ORDER OF THE COURT
OF CHANCERY OF THE
STATE OF DELAWARE

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SOURCE JND Legal Administration