ExlService (EXLS) CFO granted 27,192 RSUs, converts and withholds shares

Rhea-AI Filing Summary

ExlService Holdings Executive Vice President & CFO Maurizio Nicolelli reported equity compensation and related tax withholding transactions. On February 19, 2026, he was granted 27,192 restricted stock units, each representing a right to receive one share of common stock. These RSUs will vest in four equal annual installments beginning on February 19, 2027, with vesting accelerated upon certain termination events and upon a Change in Control, as defined in the company’s 2025 Omnibus Incentive Plan.

On February 20, 2026, 4,215 restricted stock units were converted into 4,215 shares of common stock at no exercise price, increasing his directly owned common shares. Also on that date, 1,659 shares of common stock were disposed of at $30.41 per share to satisfy tax withholding obligations in connection with equity awards.

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)
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)		4,215	A	$0	252,640	D
Common Stock, par value $0.001 per share	02/20/2026		F		1,659	D	$30.41(2)	250,981	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		27,192		(4)	(4)	Common Stock, par value $0.001 per share	27,192	$0	27,192	D
Restricted Stock Units	(1)	02/20/2026		M(1)			4,215	(5)	(5)	Common Stock, par value $0.001 per share	4,215	$0	12,645	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 16,860 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 equity award did EXLS CFO Maurizio Nicolelli receive in this Form 4?

Maurizio Nicolelli received a grant of 27,192 restricted stock units. Each unit represents a contingent right to one share of ExlService common stock, vesting in four equal annual installments beginning February 19, 2027, under the company’s omnibus incentive plan.

How and when do the new EXLS restricted stock units granted to the CFO vest?

The 27,192 restricted stock units vest in four equal annual installments starting February 19, 2027. Vesting may accelerate upon certain termination of employment events or a Change in Control, as defined in ExlService Holdings, Inc.’s 2025 Omnibus Incentive Plan.

What derivative exercise did the EXLS CFO report on February 20, 2026?

On February 20, 2026, 4,215 restricted stock units were converted into 4,215 shares of ExlService common stock at an exercise price of $0.00. This increased Maurizio Nicolelli’s directly held common stock position reported after the transaction.

Why did the EXLS CFO dispose of 1,659 shares in this Form 4 filing?

The 1,659-share disposition was to cover tax liabilities from equity awards. Shares of ExlService common stock were delivered at $30.41 per share for tax withholding, rather than as an open-market sale transaction by the CFO.

How many ExlService common shares did the CFO hold after these transactions?

After the February 20, 2026 transactions, Maurizio Nicolelli directly held 250,981 shares of ExlService common stock. This figure reflects both the RSU conversion into common stock and the shares disposed of to satisfy associated tax withholding obligations.

What does one restricted stock unit represent for EXLS in this filing?

Each restricted stock unit represents a contingent right to receive one share of ExlService common stock upon settlement. The units convert on a one-for-one basis into common shares, consistent with the company’s equity compensation plan terms described in the filing footnotes.