EXLS (NASDAQ: EXLS) counsel sells shares and exercises RSUs

Rhea-AI Filing Summary

ExlService Holdings EVP and general counsel Ajay Ayyappan reported multiple equity transactions. He sold 1,679 shares of common stock on March 2, 2026 at $30.39 per share in an open-market sale made under a Rule 10b5-1 trading plan entered on August 11, 2025.

On February 27, 2026, restricted stock units converting into common stock on a one-for-one basis were exercised for 3,991 shares, and an equal number of common shares were acquired at $0.00 per share. To cover tax obligations, 2,126 common shares were disposed of at $30.99 per share.

After these transactions, Ayyappan held 54,087 shares of common stock and 7,982 restricted stock units. The RSUs come from a 15,964-unit grant dated February 27, 2024 that vests in four equal annual installments through February 27, 2028.

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

OMB APPROVAL

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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).

X

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^*

AYYAPPAN AJAY

(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)
	EVP & Gen Counsel/Corp. Sec'y.

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		M(1)		3,991	A	$0	57,892	D
Common Stock, par value $0.001 per share	02/27/2026		F		2,126	D	$30.99(2)	55,766	D
Common Stock, par value $0.001 per share	03/02/2026		S		1,679	D	$30.39(3)	54,087	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	(1)	02/27/2026		M(1)			3,991	(4)	(4)	Common Stock, par value $0.001 per share	3,991	$0	7,982	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. This sale was made pursuant to a 10b5-1 plan previously entered into by the reporting person on August 11, 2025.

4. On February 27, 2024, the reporting person was granted 15,964 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date. 25 percent of the restricted stock units became vested on February 27, 2025, an additional 25 percent of the restricted stock units became vested on February 27, 2026, an additional 25 percent of the restricted stock units will vest on February 27, 2027, and the remaining balance of 25 percent of the restricted stock units will vest on February 27, 2028.

Remarks:

	/s/ Ajay Ayyappan	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did EXLS executive Ajay Ayyappan report in this Form 4 filing?

Ajay Ayyappan reported an open-market sale of common stock, the exercise of restricted stock units into common shares, and a share disposition to cover taxes. These transactions reflect routine equity compensation activity and a pre-planned trade under a Rule 10b5-1 plan.

How many ExlService (EXLS) shares did Ajay Ayyappan sell and at what price?

He sold 1,679 shares of ExlService common stock at $30.39 per share in an open-market transaction. The filing notes this sale was executed under a previously established Rule 10b5-1 trading plan dated August 11, 2025.

What RSU activity did Ajay Ayyappan report for ExlService (EXLS)?

He exercised 3,991 restricted stock units, which convert into ExlService common stock on a one-for-one basis, acquiring 3,991 common shares at $0.00. These RSUs are part of a 15,964-unit grant vesting annually from February 27, 2025 through February 27, 2028.

Why were 2,126 EXLS shares disposed of in Ajay Ayyappan’s Form 4?

2,126 shares of ExlService common stock were disposed of at $30.99 per share to satisfy tax obligations. The filing describes this as payment of tax liability by delivering securities in connection with the RSU exercise and vesting.

How many ExlService (EXLS) shares and RSUs does Ajay Ayyappan hold after these transactions?

Following the reported transactions, Ajay Ayyappan held 54,087 shares of ExlService common stock and 7,982 restricted stock units. These positions reflect the RSU conversion, tax-withholding share disposition, and the subsequent open-market sale detailed in the Form 4.

What is the vesting schedule of Ajay Ayyappan’s 2024 EXLS RSU grant?

On February 27, 2024, he was granted 15,964 restricted stock units that vest in four equal annual installments. Twenty-five percent vested on February 27, 2025, another 25 percent on February 27, 2026, with remaining 25 percent tranches scheduled in 2027 and 2028.