ExlService Holdings (EXLS) repurchases 1,551,970 shares from Orogen

Rhea-AI Filing Summary

ExlService Holdings, Inc. reported that on December 15, 2025 it repurchased 1,551,970 shares of its common stock from Orogen Echo LLC ("OE") under a Stock Purchase Agreement dated the same day. The shares were recorded as disposed of at a price of $40.834 per share, and the reported holdings after the transaction are 0 shares, reflecting that this block was fully sold back to the company.

The share amount is adjusted for a 5-for-1 forward stock split that became effective on August 1, 2023. Vikram Pandit, who serves on the Board and is Chairman and Chief Executive Officer of OE, and affiliated Orogen and Atairos entities are listed as reporting persons and may be deemed to have direct or indirect beneficial ownership, but they disclaim beneficial ownership except to the extent of their pecuniary interest.

Insights

Equity ownership and governance analyst

Director-affiliated entities sold 1,551,970 shares back to ExlService at $40.834, leaving no reported holdings.

The report shows ExlService Holdings, Inc. repurchased 1,551,970 common shares from Orogen Echo LLC on December 15, 2025 under a specific Stock Purchase Agreement. The transaction is coded as a disposition and priced at $40.834 per share, with the reporting group showing 0 shares beneficially owned after the sale.

Footnotes explain that the share count reflects a 5-for-1 forward stock split effective August 1, 2023, and detail the control chain linking Vikram Pandit, The Orogen Group entities and Atairos entities. Each reporting person, other than Mr. Pandit, is described as acting as a director by deputization and may be deemed a beneficial owner, while formally disclaiming beneficial ownership beyond its pecuniary interest. The filing primarily updates ownership and governance relationships rather than operating results.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Orogen Echo LLC

(Last) (First) (Middle)

C/O THE OROGEN GROUP LLC

ONE ROCKEFELLER PLAZA SUITE 3020

(Street)

NEW YORK NY 10020

(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)
12/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	12/15/2025		D(1)		1,551,970(2)	D	$40.834	0(2)	I	See Footnotes(3)(4)

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

1. Name and Address of Reporting Person^*

Orogen Echo LLC

(Last) (First) (Middle)

C/O THE OROGEN GROUP LLC

ONE ROCKEFELLER PLAZA SUITE 3020

(Street)

NEW YORK NY 10020

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

PANDIT VIKRAM S

(Last) (First) (Middle)

C/O THE OROGEN GROUP LLC

ONE ROCKEFELLER PLAZA SUITE 3020

(Street)

NEW YORK NY 10020

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Orogen Group LLC

(Last) (First) (Middle)

C/O THE OROGEN GROUP LLC

ONE ROCKEFELLER PLAZA SUITE 3020

(Street)

NEW YORK NY 10020

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Orogen Holdings LLC

(Last) (First) (Middle)

C/O THE OROGEN GROUP LLC

ONE ROCKEFELLER PLAZA SUITE 3020

(Street)

NEW YORK NY 10020

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Atairos-Orogen Holdings, LLC

(Last) (First) (Middle)

C/O ATAIROS MANAGEMENT, L.P.

40 MORRIS ROAD

(Street)

BRYN MAWR PA 19010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Atairos Group, Inc.

(Last) (First) (Middle)

C/O ATAIROS MANAGEMENT, L.P.

40 MORRIS ROAD

(Street)

BRYN MAWR PA 19010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Atairos Partners, L.P.

(Last) (First) (Middle)

C/O ATAIROS MANAGEMENT, L.P.

40 MORRIS ROAD

(Street)

BRYN MAWR PA 19010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Atairos Partners GP, Inc.

(Last) (First) (Middle)

C/O ATAIROS MANAGEMENT, L.P.

40 MORRIS ROAD

(Street)

BRYN MAWR PA 19010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Angelakis Michael J

(Last) (First) (Middle)

C/O ATAIROS MANAGEMENT, L.P.

40 MORRIS ROAD

(Street)

BRYN MAWR PA 19010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On December 15, 2025, Issuer repurchased 1,551,970 shares of the Company's common stock from Orogen Echo LLC ("OE") pursuant to the terms of the Stock Purchase Agreement by and between the Issuer and OE, dated December 15, 2025.

2. The reported number of securities has been adjusted to reflect the impact of the 5-for-1 forward stock split effective August 1, 2023.

3. Vikram Pandit serves on the Board and is the Chairman and Chief Executive Officer of OE. Orogen Holdings LLC and Atairos-Orogen Holdings, LLC are the sole members with joint investment control of The Orogen Group LLC, which is the sole member of OE. Mr. Pandit has majority voting control of Orogen Holdings LLC. Atairos Group, Inc. ("Atairos") is the sole voting shareholder of Atairos-Orogen Holdings, LLC. Michael Angelakis is the Chairman and Chief Executive Officer of Atairos and controls a majority of the voting power of Atairos Partners GP, Inc., which is the general partner of Atairos Partners L.P., the sole voting shareholder of Atairos.

4. Each of the reporting persons, other than Mr. Pandit, is acting as a director by deputization of the Issuer with respect to Mr. Pandit's membership on the Board. Each of the reporting persons may be deemed to have direct or indirect beneficial ownership of the reported securities, as applicable, but disclaims such beneficial ownership except to the extent of its pecuniary interest therein.

	By: Vikram S. Pandit /s/ Vikram S. Pandit	12/15/2025
	By: Orogen Echo LLC, by the Orogen Group LLC, its sole member, by Vikram S. Pandit, Chairman and Chief Executive Officer /s/ Vikram S. Pandit	12/15/2025
	By: The Orogen Group LLC, by Vikram S. Pandit, Chairman and Chief Executive Officer /s/ Vikram S. Pandit	12/15/2025
	By: Orogen Holdings LLC, by Vikram S. Pandit, Manager /s/ Vikram S. Pandit	12/15/2025
	By: Atairos-Orogen Holdings, LLC, by David L. Caplan, Vice President /s/ David L. Caplan	12/15/2025
	By: Atairos Group, Inc., by David L. Caplan, Vice President and General Counsel /s/ David L. Caplan	12/15/2025
	By: Atairos Partners, L.P., by Atairos Partners GP, Inc., its general partner, by David L. Caplan, Vice President /s/ David L. Caplan	12/15/2025
	By: Atairos Partners GP, Inc., by David L. Caplan, Vice President /s/ David L. Caplan	12/15/2025
	By: Michael J. Angelakis /s/ Michael J. Angelakis	12/15/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did ExlService Holdings (EXLS) report on December 15, 2025?

On December 15, 2025, ExlService Holdings, Inc. repurchased 1,551,970 shares of its common stock from Orogen Echo LLC pursuant to a Stock Purchase Agreement dated the same day.

How many ExlService Holdings (EXLS) shares were involved and at what price?

The report lists a disposition of 1,551,970 shares of ExlService common stock at a price of $40.834 per share.

How many ExlService shares do the reporting persons hold after this transaction?

Following the reported transaction, the amount of ExlService common stock beneficially owned by the reporting persons is shown as 0 shares.

How did the 5-for-1 stock split affect the ExlService (EXLS) share numbers in this report?

The footnotes state that the reported number of securities has been adjusted to reflect the impact of a 5-for-1 forward stock split effective August 1, 2023.

Who is Vikram Pandit in relation to ExlService Holdings (EXLS) and Orogen Echo LLC?

Vikram Pandit serves on ExlService’s Board and is the Chairman and Chief Executive Officer of Orogen Echo LLC. Through various Orogen and Atairos entities, he is part of the reporting group for this transaction.

What does it mean that other reporting persons act as a director by deputization at ExlService?

The footnotes explain that each reporting person other than Mr. Pandit is acting as a director by deputization with respect to his Board membership and may be deemed to have beneficial ownership of the reported securities, but they disclaim such ownership except to the extent of their pecuniary interest.