ExlService Holdings (NASDAQ: EXLS) CFO logs PRSU vesting and tax share withholding

Rhea-AI Filing Summary

ExlService Holdings Executive Vice President & CFO Maurizio Nicolelli reported equity award vesting and related tax share withholding. On January 26, 2026, he acquired 11,458 and 21,774 shares of common stock at $0 per share upon performance restricted stock units granted on February 15, 2023 being earned after achievement of performance targets for the period ending December 31, 2025. To cover tax obligations, 4,509 and 8,569 shares were withheld at $42.64 per share, calculated under the company’s 2018 Omnibus Incentive Plan using the prior day’s Nasdaq Global Select Market closing price. After these transactions, he directly owned 242,989 shares of ExlService Holdings common stock.

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^*

Nicolelli Maurizio

(Last) (First) (Middle)

EXLSERVICE HOLDINGS INC

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 & CFO

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)		11,458	A	$0	234,293	D
Common Stock, par value $0.001 per share	01/26/2026		F(1)		4,509	D	$42.64(2)	229,784	D
Common Stock, par value $0.001 per share	01/26/2026		A(1)		21,774	A	$0	251,558	D
Common Stock, par value $0.001 per share	01/26/2026		F(1)		8,569	D	$42.64(2)	242,989	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

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. Pursuant to the ExlService Holdings, Inc. 2018 Omnibus Incentive Plan, pursuant to which such PRSUs 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.

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.
* 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 insider transaction did EXLS Executive Vice President & CFO Maurizio Nicolelli report?

Maurizio Nicolelli reported vesting of performance restricted stock units into common shares and related tax withholding. On January 26, 2026, he received 11,458 and 21,774 shares, with portions of each grant withheld to satisfy tax obligations at a specified share value.

How many EXLS shares did Maurizio Nicolelli own after the January 26, 2026 transactions?

After the reported transactions, Maurizio Nicolelli directly owned 242,989 shares of ExlService Holdings common stock. This balance reflects both the vested performance-based shares he received and the shares withheld on the same date to cover associated tax liabilities under the company’s incentive plan.

What awards led to the new EXLS shares reported by Maurizio Nicolelli?

The new shares came from performance restricted stock units granted on February 15, 2023. These PRSUs were deemed earned on January 26, 2026, after the Compensation and Talent Management Committee certified achievement of performance targets for the period ending December 31, 2025.

Why were some EXLS shares withheld in Maurizio Nicolelli’s Form 4 filing?

Shares were withheld to cover tax obligations triggered by PRSU vesting. Under the ExlService Holdings 2018 Omnibus Incentive Plan, the closing price on the preceding Nasdaq Global Select Market trading day, $42.64 per share, is used to compute tax reporting and withholding amounts.

What was the share price used for EXLS tax withholding in the Nicolelli transaction?

The tax withholding transactions used a price of $42.64 per share. This value reflects the closing price of ExlService Holdings common stock on the Nasdaq Global Select Market on the trading day preceding vesting, as required under the company’s 2018 Omnibus Incentive Plan.

What role does the Compensation and Talent Management Committee play in EXLS PRSU vesting?

The Compensation and Talent Management Committee certifies whether performance targets are achieved for PRSUs. In this case, it certified achievement for the period ending December 31, 2025, causing Maurizio Nicolelli’s February 15, 2023 PRSUs to be deemed earned on January 26, 2026.