EXL (EXLS) EVP Ajay Ayyappan reports PRSU vesting and preset stock sales

Rhea-AI Filing Summary

ExlService Holdings EVP & General Counsel Ajay Ayyappan reported equity award vesting and related share sales. On January 26, 2026, he acquired 6,957 and 13,216 shares of common stock at $0 per share when performance-based restricted stock units granted on February 15, 2023 were deemed earned after performance targets through December 31, 2025 were certified.

On the same date, 3,848 and 7,309 shares were withheld at $42.64 per share under the company’s 2018 Omnibus Incentive Plan for tax reporting and withholding. On January 27, 2026, he sold 5,316 and 2,798 shares of common stock at $42.53 per share in open-market transactions made under a pre-established Rule 10b5-1 trading plan entered into on August 11, 2025.

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).

X

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)
01/26/2026

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	01/26/2026		A(1)		6,957	A	$0	59,570	D
Common Stock, par value $0.001 per share	01/26/2026		F(1)		3,848	D	$42.64(2)	55,722	D
Common Stock, par value $0.001 per share	01/26/2026		A(1)		13,216	A	$0	68,938	D
Common Stock, par value $0.001 per share	01/26/2026		F(1)		7,309	D	$42.64(2)	61,629	D
Common Stock, par value $0.001 per share	01/27/2026		S		5,316	D	$42.53(3)	56,313	D
Common Stock, par value $0.001 per share	01/27/2026		S		2,798	D	$42.53(3)	53,515	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

Explanation of Responses:

1. The reporting person's shares of common stock, par value $0.001 per share (the "Common Stock") reported in this report were earned pursuant to the performance restricted stock units ("PRSUs") of ExlService Holdings, Inc. (the "Company") granted on February 15, 2023. Such shares of Common Stock were deemed earned on January 26, 2026, based on the Compensation and Talent Management Committee of the Board of Directors administering the award certifying the achievement of performance targets applicable to the PRSUs for the performance period ending on December 31, 2025.

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. This sale was made pursuant to a 10b5-1 plan previously entered into by the reporting person on August 11, 2025.

Remarks:

	/s/ Ajay Ayyappan	01/28/2026
	** 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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FAQ

What insider transactions did EXLS EVP Ajay Ayyappan report on this Form 4?

Ajay Ayyappan reported vesting of performance restricted stock units into common stock, related share withholding for taxes, and open-market sales. Transactions occurred on January 26 and 27, 2026, involving multiple grants and sales at prices around $42.53–$42.64 per share.

How many ExlService (EXLS) shares did Ajay Ayyappan acquire from PRSUs?

He acquired common stock upon vesting of performance restricted stock units granted on February 15, 2023. On January 26, 2026, two tranches of 6,957 and 13,216 shares of ExlService common stock were deemed earned after the company’s Compensation and Talent Management Committee certified performance.

What EXLS shares were withheld for taxes in Ajay Ayyappan’s Form 4 filing?

On January 26, 2026, 3,848 and 7,309 ExlService common shares were disposed of at $42.64 per share. The filing explains this was under the 2018 Omnibus Incentive Plan, which uses the prior day’s Nasdaq closing price for tax reporting and withholding purposes.

What ExlService (EXLS) share sales did Ajay Ayyappan execute on January 27, 2026?

He reported two open-market sales of ExlService common stock on January 27, 2026. One transaction sold 5,316 shares and another sold 2,798 shares, each at a price of $42.53 per share, as disclosed in the Form 4 tables.

Was Ajay Ayyappan’s EXLS stock sale under a Rule 10b5-1 trading plan?

Yes. A footnote states that the January 27, 2026 sale was made pursuant to a Rule 10b5-1 plan. The plan had been previously entered into by the reporting person on August 11, 2025, providing a pre-arranged framework for executing the trades.

Why were Ajay Ayyappan’s ExlService PRSUs deemed earned on January 26, 2026?

The filing explains that performance restricted stock units were deemed earned after the Board’s Compensation and Talent Management Committee certified achievement of performance targets. These targets applied to a performance period ending December 31, 2025, triggering conversion into ExlService common stock on January 26, 2026.