ExlService (EXLS) CEO earns 211,198 performance-based shares

Rhea-AI Filing Summary

ExlService Holdings, Inc. Chairman and CEO Rohit Kapoor reported stock awards tied to performance-based incentives. On January 26, 2026, he acquired 72,814 and 138,384 shares of common stock at $0 per share, earned from performance restricted stock units granted on February 15, 2023 after the compensation committee certified performance for the period ending December 31, 2025.

Following these awards, Kapoor directly owns 1,206,878 shares of ExlService common stock. Additional indirect holdings are reported through various family trusts, including 885,670, 420,000, 420,000, 665,925, and 201,095 shares held by specific Kapoor family trusts.

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^*

Kapoor Rohit

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

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	01/26/2026		A(1)		72,814	A	$0	1,068,494	D(2)
Common Stock, par value $0.001 per share	01/26/2026		A(1)		138,384	A	$0	1,206,878	D(2)
Common Stock, par value $0.001 per share								885,670	I	See Footnote(3)
Common Stock, par value $0.001 per share								420,000	I	See Footnote(4)
Common Stock, par value $0.001 per share								420,000	I	See Footnote(5)
Common Stock, par value $0.001 per share								665,925	I	See Footnote(6)
Common Stock, par value $0.001 per share								201,095	I	See footnote(7)

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

Explanation of Responses:

1. The reporting person's shares of common stock, par value $0.001 per share (the "Common Stock") reported in this report were earned pursuant to the performance restricted stock units ("PRSUs") of ExlService Holdings, Inc. (the "Company") granted on February 15, 2023. Such shares of Common Stock were deemed earned on January 26, 2026, based on the Compensation and Talent Management Committee of the Board of Directors administering the award certifying the achievement of performance targets applicable to the PRSUs for the performance period ending on December 31, 2025.

2. Owned by Rohit Kapoor.

3. Owned by the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2005 GRAT.

4. Owned by the Rohit Kapoor Spousal Lifetime Access Trust.

5. Owned by the Shikha Kapoor 2005 Family Trust.

6. Owned by the Rohit Kapoor 2016 Family Trust

7. Owned by the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2013 GRAT.

Remarks:

Mr. Ayyappan is the Company's General Counsel.

	/s/ Ajay Ayyappan, Attorney-in-Fact	01/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did ExlService (EXLS) CEO Rohit Kapoor report in this Form 4?

Rohit Kapoor reported the acquisition of 72,814 and 138,384 ExlService common shares at $0 per share. These shares were earned from previously granted performance restricted stock units after performance for the period ending December 31, 2025 was certified.

How were Rohit Kapoor’s new ExlService (EXLS) shares earned?

The new shares were earned under performance restricted stock units (PRSUs) granted on February 15, 2023. ExlService’s compensation committee certified achievement of performance targets for the period ending December 31, 2025, triggering settlement into common stock.

What is Rohit Kapoor’s direct ExlService share ownership after this Form 4?

After the reported PRSU share deliveries, Rohit Kapoor directly owns 1,206,878 shares of ExlService common stock. This figure reflects his direct holdings following the January 26, 2026 acquisitions reported in the filing at a price of $0 per share.

What indirect ExlService (EXLS) holdings are reported through Kapoor family trusts?

The filing lists indirect ownership of ExlService shares through several Kapoor family trusts. Reported trust holdings include 885,670, 420,000, another 420,000, 665,925, and 201,095 shares, each attributed to specific family or GRAT-related trusts.

Was any cash paid for the ExlService shares acquired by Rohit Kapoor?

No cash was paid for these particular shares. The Form 4 shows both blocks of 72,814 and 138,384 ExlService common shares acquired at a price of $0 per share upon the vesting of performance-based stock units.

What role does Rohit Kapoor hold at ExlService (EXLS) according to this filing?

According to the Form 4, Rohit Kapoor serves as both Chairman and Chief Executive Officer of ExlService Holdings, Inc. He is also identified as a director, reflecting his multiple leadership responsibilities at the company.