ExlService (NASDAQ: EXLS) EVP granted RSUs, uses shares for taxes

Rhea-AI Filing Summary

ExlService Holdings EVP & General Counsel Ajay Ayyappan reported equity compensation activity and related tax withholding. On February 19, 2026, he was granted 18,766 restricted stock units (RSUs), each representing the right to receive one common share upon settlement and subject to four equal annual vesting installments beginning February 19, 2027, with accelerated vesting upon certain termination events or a change in control.

On February 20, 2026, 2,845 RSUs were converted into 2,845 shares of common stock at no cost, increasing his directly held common stock to 56,613 shares before tax withholding. Also on that date, 1,515 shares of common stock were disposed of at $30.41 per share to satisfy tax obligations using the Nasdaq Global Select Market closing price, leaving 55,098 shares of common stock held directly after the withholding transaction.

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^*

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)
02/19/2026

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)		2,845	A	$0	56,613	D
Common Stock, par value $0.001 per share	02/20/2026		F		1,515	D	$30.41(2)	55,098	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		18,766		(4)	(4)	Common Stock, par value $0.001 per share	18,766	$0	18,766	D
Restricted Stock Units	(1)	02/20/2026		M(1)			2,845	(5)	(5)	Common Stock, par value $0.001 per share	2,845	$0	8,535	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 11,380 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:

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.

	/s/ Ajay Ayyappan	02/23/2026
	** Signature of Reporting Person	Date
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FAQ

What equity transactions did EXLS executive Ajay Ayyappan report on this Form 4?

Ajay Ayyappan reported an award of 18,766 restricted stock units, the conversion of 2,845 RSUs into common shares, and the disposition of 1,515 shares for tax withholding. All transactions relate to ExlService equity compensation granted under company incentive plans.

How many restricted stock units did EXLS grant to Ajay Ayyappan and how do they vest?

ExlService granted 18,766 restricted stock units to Ajay Ayyappan. These RSUs vest in four equal annual installments beginning February 19, 2027, with potential accelerated vesting upon certain employment termination events or a change in control as defined in the company’s 2025 Omnibus Incentive Plan.

How many EXLS common shares does Ajay Ayyappan hold after the reported transactions?

After the reported transactions, Ajay Ayyappan directly holds 55,098 shares of ExlService common stock. This figure reflects the 2,845 shares issued upon RSU conversion on February 20, 2026, net of 1,515 shares withheld that same day to cover tax obligations.

Was the EXLS share disposition by Ajay Ayyappan an open-market sale?

The disposition of 1,515 ExlService shares was for tax withholding, not an open-market sale. Shares were delivered to satisfy tax liabilities associated with equity compensation, using the previous day’s Nasdaq Global Select Market closing price of $30.41 per share for tax purposes.

What is the conversion ratio between EXLS RSUs and common stock in this filing?

Each ExlService restricted stock unit converts into one share of common stock. The filing states that RSUs convert on a one-for-one basis, and each RSU represents a contingent right to receive one share of the company’s common stock upon settlement, subject to applicable vesting conditions.

Which ExlService incentive plans govern Ajay Ayyappan’s reported RSUs?

The RSU grant and related tax treatment are governed by ExlService incentive plans. Tax reporting uses the prior day’s Nasdaq closing price under the 2018 Omnibus Incentive Plan, while vesting and change-in-control acceleration for the new RSUs reference the ExlService Holdings, Inc. 2025 Omnibus Incentive Plan.