ExlService (NASDAQ: EXLS) president exercises RSUs, withholds stock to pay taxes

Rhea-AI Filing Summary

ExlService Holdings, Inc. president Vikas Bhalla reported multiple equity transactions on February 17, 2026 tied to previously granted restricted stock units. He exercised 5,435 and 4,400 restricted stock units, which convert into common stock on a one-for-one basis, and received the same number of common shares.

To cover tax obligations, he disposed of 2,120 and 1,716 common shares at a price of $30.04 per share through tax-withholding transactions, not open-market sales. After these transactions, he directly owned 155,275 shares of common stock.

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^*

Bhalla Vikas

(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)
02/17/2026

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	02/17/2026		M(1)		5,435	A	$0	154,711	D
Common Stock, par value $0.001 per share	02/17/2026		F		2,120	D	$30.04(2)	152,591	D
Common Stock, par value $0.001 per share	02/17/2026		M(1)		4,400	A	$0	156,991	D
Common Stock, par value $0.001 per share	02/17/2026		F		1,716	D	$30.04(2)	155,275	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)	02/17/2026		M(1)			5,435	(3)	(3)	Common Stock, par value $0.001 per share	5,435	$0	0	D
Restricted Stock Units	(1)	02/17/2026		M(1)			4,400	(4)	(4)	Common Stock, par value $0.001 per share	4,400	$0	4,400	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 16, 2022, the reporting person was granted 4,348 (pre-split) 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 16, 2023, an additional 25 percent of the restricted stock units became vested on February 16, 2024, an additional 25 percent of the restricted stock units became vested on February 16, 2025, and the remaining balance of 25 percent of the restricted stock units became vested on February 16, 2026.

4. On February 15, 2023, the reporting person was granted 3,520 (pre-split) 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 15, 2024, an additional 25 percent of the restricted stock units became vested on February 15, 2025, an additional 25 percent of the restricted stock units became vested on February 15, 2026, and the remaining balance of 25 percent of the restricted stock units will vest on February 15, 2027.

Remarks:

Mr. Ayyappan is the Company's General Counsel.

	/s/ Ajay Ayyappan, Attorney-in-Fact	02/19/2026
	** 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 president Vikas Bhalla report?

Vikas Bhalla reported exercises of restricted stock units and related tax-withholding share dispositions. He converted vested RSUs into common stock and then used a portion of those shares to satisfy tax obligations, as reflected in Form 4 transactions dated February 17, 2026.

How many ExlService (EXLS) RSUs did Vikas Bhalla convert to stock?

Vikas Bhalla converted 5,435 and 4,400 restricted stock units into common stock, on a one-for-one basis. These RSUs were granted under ExlService’s 2018 Omnibus Incentive Plan and vested in scheduled annual installments tied to earlier grant dates in 2022 and 2023.

Were Vikas Bhalla’s EXLS share disposals open-market sales?

No, the disposals were for tax withholding, not open-market sales. The filing labels the transactions with code “F,” meaning shares were delivered to cover exercise price or tax liabilities, consistent with the company’s 2018 Omnibus Incentive Plan provisions.

What price was used for EXLS tax-withholding share transactions?

Tax-withholding dispositions used a share price of $30.04. Under the 2018 Omnibus Incentive Plan, the closing price of ExlService common stock on Nasdaq on the preceding day is used to compute tax reporting and withholding for these restricted stock unit conversions.

How many EXLS shares does Vikas Bhalla own after these transactions?

After completing the RSU conversions and tax-withholding dispositions, Vikas Bhalla directly owned 155,275 shares of ExlService common stock. This figure reflects his updated direct beneficial ownership as of the February 17, 2026 Form 4 reporting date.

What are the vesting terms of Vikas Bhalla’s EXLS restricted stock units?

The filing notes grants made in 2022 and 2023 that vest in four equal annual installments. Each grant vests 25 percent of the restricted stock units on the first anniversary of the grant date, with the remaining installments vesting annually through 2026 or 2027.