ExlService (NASDAQ: EXLS) EVP reports 27,192 RSU grant and tax-withholding share disposition

Rhea-AI Filing Summary

ExlService Holdings Executive Vice President Vishal Chhibbar reported equity compensation transactions and related tax withholding in company stock. On February 19, 2026, he was granted 27,192 restricted stock units (RSUs), each representing a right to receive one common share and vesting in four equal annual installments beginning February 19, 2027, with accelerated vesting possible upon certain employment terminations or a Change in Control.

On February 20, 2026, 4,004 RSUs were converted into 4,004 shares of common stock at no exercise price, and 2,427 shares were disposed of at $30.41 per share to satisfy tax withholding obligations, leaving 8,953 shares of common stock held directly after these transactions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chhibbar Vishal

(Last) (First) (Middle)

320 PARK AVENUE, 29TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ExlService Holdings, Inc. [ EXLS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	02/20/2026		M(1)		4,004	A	$0	11,380	D
Common Stock, par value $0.001 per share	02/20/2026		F		2,427	D	$30.41(2)	8,953	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	02/19/2026		A		27,192		(4)	(4)	Common Stock, par value $0.001 per share	27,192	$0	27,192	D
Restricted Stock Units	(1)	02/20/2026		M(1)			4,004	(5)	(5)	Common Stock, par value $0.001 per share	4,004	$0	12,012	D

Explanation of Responses:

1. Restricted stock units of ExlService Holdings, Inc. (the "Company") convert into common stock, par value $0.001 per share (the "Common Stock") on a one-for-one basis.

2. Pursuant to the ExlService Holdings, Inc. 2018 Omnibus Incentive Plan, pursuant to which such restricted stock units were granted, the closing price of the Common Stock on the Nasdaq Global Select Market on the preceding day is used for purposes of computing tax reporting and withholding.

3. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock upon settlement.

4. The restricted stock units will vest in four equal annual installments, beginning on February 19, 2027. Vesting will be accelerated upon certain termination of employment events and upon a "Change in Control" (as defined in the ExlService Holdings, Inc. 2025 Omnibus Incentive Plan).

5. On June 17, 2025, the reporting person was granted 16,016 restricted stock units, vesting in four equal annual installments beginning on February 20, 2026. 25 percent of the restricted stock units became vested on February 20, 2026, an additional 25 percent of the restricted stock units will vest on February 20, 2027, an additional 25 percent of the restricted stock units will vest on February 20, 2028, and the remaining balance of 25 percent of the restricted stock units will vest on February 20, 2029.

Remarks:

Note: On February 19, 2026, the reporting person was also granted performance-based restricted stock units that are subject to material conditions beyond the reporting person's control, and, therefore, are not considered derivative securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and are excluded from this report. Remarks: Mr. Ayyappan is the Company's General Counsel.

	/s/ Ajay Ayyappan, Attorney-in-Fact	02/23/2026
	** Signature of Reporting Person	Date
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FAQ

What insider equity transactions did EXLS executive Vishal Chhibbar report?

Vishal Chhibbar reported an RSU grant, an RSU conversion, and a tax-withholding share disposition. He received 27,192 new restricted stock units, had 4,004 RSUs convert into common shares, and 2,427 shares were withheld and disposed of to cover associated tax obligations.

How many restricted stock units were granted to EXLS executive Vishal Chhibbar?

He was granted 27,192 restricted stock units of ExlService Holdings common stock. Each RSU represents a contingent right to receive one share, vesting in four equal annual installments starting February 19, 2027, with potential acceleration upon certain employment termination events or a Change in Control.

When do Vishal Chhibbar’s new EXLS RSUs vest and over what schedule?

The 27,192 restricted stock units vest in four equal annual installments beginning February 19, 2027. Additional footnotes describe other RSU awards, including a 16,016-unit grant on June 17, 2025 that vests 25% annually each February 20 from 2026 through 2029, subject to plan terms.

What does the tax-withholding disposition in EXLS stock involve for Vishal Chhibbar?

A tax-withholding disposition means shares are delivered to satisfy tax obligations instead of cash. On February 20, 2026, 2,427 shares of ExlService Holdings common stock were disposed of at $30.41 per share to pay taxes related to the RSU conversion, rather than being sold in an open-market trade.

How many EXLS common shares does Vishal Chhibbar hold after these Form 4 transactions?

After the reported transactions, Vishal Chhibbar directly holds 8,953 shares of ExlService Holdings common stock. This figure reflects the 4,004 shares received from RSU conversion on February 20, 2026, net of the 2,427 shares disposed of to cover related tax-withholding requirements.

How do EXLS restricted stock units convert into common stock for Vishal Chhibbar?

His restricted stock units convert into ExlService Holdings common stock on a one-for-one basis. Each RSU represents a contingent right to receive one share upon settlement, with conversions and vesting occurring according to the applicable omnibus incentive plan and the specific vesting schedules detailed in the award footnotes.