ExlService (EXLS) Files Form 4: Director Bartlett Receives RSU Grant

Rhea-AI Filing Summary

Form 4 filed for ExlService Holdings, Inc. (EXLS) discloses that director Thomas A. Bartlett received 4,981 Restricted Stock Units (RSUs) on 06/17/2025 under the company’s 2025 Omnibus Incentive Plan. These RSUs convert to one common share each upon settlement and carry a $0 acquisition price. Vesting occurs on the earlier of (i) the first anniversary of grant, (ii) the end of the director’s current board term if not re-elected, or (iii) a defined Change in Control. Following the award, Bartlett holds 14,014 derivative securities linked to EXLS common stock, all held directly. No shares were sold or transferred, and no non-derivative transactions were reported.

The filing represents a routine equity compensation grant designed to align director incentives with shareholder interests; it does not involve cash outflows or signal changes to the company’s operating outlook.

Insights

Financial Analyst

TL;DR: Routine RSU grant to director; neutral impact on valuation or liquidity.

The 4,981-unit RSU award to Director Bartlett is a standard annual equity grant under EXLS’s incentive plan. There is no share sale, dilution is de minimis (less than 0.02% of 2024 basic shares), and vesting is service-based or triggered by change-in-control. The transaction modestly increases insider alignment but has no material impact on earnings, cash flow, or governance structure. Investors can view the event as neutral for valuation purposes.

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).

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^*

Bartlett Thomas A

(Last) (First) (Middle)

C/O 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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

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)	06/17/2025		A		4,981		(2)	(2)	Common Stock, par value $0.001 per share	4,981	$0	14,014	D

Explanation of Responses:

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

2. The restricted stock units vest upon the earlier of (i) the first anniversary of the date of grant, (ii) the date on which the reporting person's term as a member of the Board of Directors of ExlService Holdings, Inc. (the "Board") expires if the reporting person is not subsequently elected to a new term on the Board, and (iii) the occurrence of a "Change in Control", as defined in the ExlService Holdings, Inc. 2025 Omnibus Incentive Plan (the "Plan"), and such awards settle upon the earlier of (i) the reporting person's death, (ii) the occurrence of a "Change of Control", as defined in the Plan and (iii) the date that is 180 days following the date on which the reporting person ceases to serve as a member of the Board for any reason other than due to such reporting person's death or, if later, the date of the reporting person's separation from service.

Remarks:

Mr. Ayyappan is the Company's General Counsel.

	/s/ Ajay Ayyappan, Attorney-in-Fact	06/20/2025
	** 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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** 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

How many RSUs did EXLS director Thomas A. Bartlett receive?

4,981 Restricted Stock Units were granted on 06/17/2025.

What is the vesting schedule for the newly granted EXLS RSUs?

Vests on the earlier of the first anniversary, end of current board term if not re-elected, or a Change in Control as defined in the plan.

Did the Form 4 report any sale of EXLS shares by the director?

No. The filing only reports an acquisition of RSUs; there were no sales or disposals of common stock.

What is Thomas A. Bartlett’s total derivative holding after this grant?

Following the transaction, he beneficially owns 14,014 derivative securities linked to EXLS common shares.

Does the RSU grant affect EXLS’s earnings or cash flow?

The equity-based award has no immediate cash impact and is not expected to materially affect earnings.