ExlService (NASDAQ: EXLS) president granted 45,324 RSUs and settles taxes

Rhea-AI Filing Summary

ExlService Holdings president Vivek Jetley reported several equity compensation transactions. On February 19, 2026, he received a grant of 45,324 restricted stock units (RSUs), each representing a contingent right to one share of common stock, vesting in four equal annual installments beginning on February 19, 2027, with certain accelerated vesting on specified termination events or a Change in Control.

On February 20, 2026, 6,849 RSUs were converted into the same number of common shares at no cost, and 3,788 shares of common stock were disposed of at $30.4100 per share to satisfy tax withholding obligations. After these transactions, he held 421,893 shares of ExlService common stock directly.

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^*

Jetley Vivek

(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)
	President of EXL

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)		6,849	A	$0	425,681	D
Common Stock, par value $0.001 per share	02/20/2026		F		3,788	D	$30.41(2)	421,893	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		45,324		(4)	(4)	Common Stock, par value $0.001 per share	45,324	$0	45,324	D
Restricted Stock Units	(1)	02/20/2026		M(1)			6,849	(5)	(5)	Common Stock, par value $0.001 per share	6,849	$0	20,547	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 27,396 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:

Note: 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. Remarks: Mr. Ayyappan is the Company's General Counsel.

	/s/ Ajay Ayyappan, Attorney-in-Fact	02/23/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did EXLS executive Vivek Jetley report?

Vivek Jetley reported an equity grant and related share movements. He received 45,324 restricted stock units, had 6,849 RSUs convert into common stock, and 3,788 shares were withheld and disposed of to cover tax obligations tied to the equity compensation.

How many restricted stock units were granted to EXLS president Vivek Jetley?

He was granted 45,324 restricted stock units. Each RSU represents a contingent right to receive one share of ExlService common stock, vesting in four equal annual installments starting February 19, 2027, with potential acceleration upon certain terminations or a qualifying Change in Control event.

When do Vivek Jetley’s new EXLS restricted stock units vest?

The 45,324 restricted stock units vest in four equal annual installments beginning February 19, 2027. The filing also notes vesting can accelerate upon specified termination-of-employment events and upon a Change in Control as defined in ExlService’s 2025 Omnibus Incentive Plan.

How many EXLS shares were used to cover Vivek Jetley’s tax withholding?

A total of 3,788 shares of ExlService common stock were disposed of at $30.4100 per share. This transaction, coded “F,” represents shares delivered to satisfy tax withholding obligations related to the equity award, not an open-market sale by the executive.

How many EXLS shares does Vivek Jetley directly own after these transactions?

Following the reported transactions, Vivek Jetley directly owns 421,893 shares of ExlService common stock. This figure reflects the RSU conversion into common shares and the share disposition used to satisfy associated tax withholding requirements on the award settlement.

What is the conversion rate of EXLS restricted stock units to common shares?

Each ExlService restricted stock unit converts into one share of common stock. The filing specifies a one-for-one basis, meaning every vested RSU entitles the holder to receive a single share upon settlement under the company’s omnibus incentive plans.