ExlService (NASDAQ: EXLS) CHRO handles RSU vesting, tax share sale

Rhea-AI Filing Summary

ExlService Holdings CHRO Pamela M. Harrison reported equity award activity. On February 27, 2026, 4,151 restricted stock units converted into an equal number of common shares at a stated price of $0.00 per share. These units convert to common stock on a one-for-one basis under the company’s plan.

On the same date, 2,159 common shares at $30.99 per share were surrendered to satisfy tax withholding obligations related to the award, rather than sold in an open‑market trade. After these transactions, she directly held 6,255 shares of common stock and 8,302 restricted stock units.

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^*

Harrison Pamela M

(Last) (First) (Middle)

EXLSERVICE HOLDINGS INC

320 PARK AVENUE, 29TH FL

(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)
	CHIEF HUMAN RESOURCES OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		M(1)		4,151	A	$0	8,414	D
Common Stock, par value $0.001 per share	02/27/2026		F		2,159	D	$30.99(2)	6,255	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	(1)	02/27/2026		M(1)			4,151	(3)	(3)	Common Stock, par value $0.001 per share	4,151	$0	8,302	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. On February 27, 2024, the reporting person was granted 16,604 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date. 25 percent of the restricted stock units became vested on February 27, 2025, an additional 25 percent of the restricted stock units became vested on February 27, 2026, an additional 25 percent of the restricted stock units will vest on February 27, 2027, and the remaining balance of 25 percent of the restricted stock units will vest on February 27, 2028.

Remarks:

Mr. Ayyappan is the Company's General Counsel.

	/s/ Ajay Ayyappan, Attorney-in-Fact	03/03/2026
	** 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).
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FAQ

What insider transactions did EXLS CHRO Pamela Harrison report?

Pamela Harrison reported RSU conversion and tax withholding transactions. 4,151 restricted stock units converted into common shares, and 2,159 common shares at $30.99 were surrendered to cover tax liabilities tied to the vesting of those equity awards.

How many EXLS restricted stock units did Pamela Harrison convert?

She converted 4,151 restricted stock units into common stock. The RSUs convert to common shares on a one-for-one basis under ExlService Holdings’ 2018 Omnibus Incentive Plan, increasing her common share holdings before the related tax withholding share surrender.

What was the purpose of Pamela Harrison’s 2,159-share EXLS disposition?

The 2,159-share disposition was for tax withholding, not an open-market sale. Shares valued at $30.99 each were delivered to satisfy tax obligations arising from the restricted stock unit vesting, as permitted under the company’s equity incentive plan terms.

What are Pamela Harrison’s EXLS holdings after these Form 4 transactions?

After these transactions, Pamela Harrison directly holds 6,255 shares of common stock and 8,302 restricted stock units. The RSUs will convert into additional common shares as they vest according to the multi-year schedule described in the underlying grant documentation.

How do EXLS restricted stock units vest for Pamela Harrison’s award?

Her award of 16,604 restricted stock units vests in four equal annual installments. Twenty-five percent vested on February 27, 2025, another 25 percent vested on February 27, 2026, with the remaining 50 percent vesting in equal installments on February 27, 2027 and 2028.