ExlService (NASDAQ: EXLS) EVP nets shares after RSU vesting

Rhea-AI Filing Summary

ExlService Holdings, Inc. Executive Vice President Narasimha Kini reported routine equity award activity involving restricted stock units (RSUs) that convert into common stock on a one-for-one basis. On February 17, 2026, RSUs covering 3,230 and 3,300 shares were exercised into common stock at a stated price of $0.00 per share, reflecting vesting rather than an open-market purchase.

To cover tax withholding on these vesting events, 1,685 and 1,649 shares of common stock were disposed of at $30.04 per share through tax-withholding transactions, not market sales. Following these transactions, Kini held 206,951 shares of ExlService common stock directly. Footnotes explain that these RSUs were granted under the 2018 Omnibus Incentive Plan and vest in four equal annual installments tied to grants made in February 2022 and February 2023.

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^*

Kini Narasimha

(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

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)		3,300	A	$0	207,055	D
Common Stock, par value $0.001 per share	02/17/2026		F		1,685	D	$30.04(2)	205,370	D
Common Stock, par value $0.001 per share	02/17/2026		M(1)		3,230	A	$0	208,600	D
Common Stock, par value $0.001 per share	02/17/2026		F		1,649	D	$30.04(2)	206,951	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)			3,230	(3)	(3)	Common Stock, par value $0.001 per share	3,230	$0	3,230	D
Restricted Stock Units	(1)	02/17/2026		M(1)			3,300	(4)	(4)	Common Stock, par value $0.001 per share	3,300	$0	0	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 15, 2023, the reporting person was granted 2,584 (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.

4. On February 16, 2022, the reporting person was granted 2,640 (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.

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 Executive Vice President Narasimha Kini report?

Narasimha Kini reported RSU vesting and related share movements. Restricted stock units converted into common stock, and some resulting shares were surrendered to cover tax withholding, all as part of scheduled equity compensation rather than open-market buying or selling.

How many ExlService (EXLS) shares did the EVP acquire through RSU conversions?

The EVP acquired common stock from RSU conversions tied to 3,230 and 3,300 units. These RSUs converted one-for-one into ExlService common stock, reflecting routine vesting of long-term equity awards under the company’s 2018 Omnibus Incentive Plan.

Were any ExlService (EXLS) shares sold on the open market in this Form 4?

The Form 4 shows no open-market sales. Shares labeled as dispositions were used to satisfy tax withholding obligations at a price of $30.04 per share, a standard mechanism for covering taxes on vested equity awards.

How many ExlService (EXLS) shares does the EVP hold after these transactions?

After the reported vesting and tax-withholding transactions, the Executive Vice President directly holds 206,951 shares of ExlService common stock. This figure reflects the net position following RSU conversions and shares withheld for tax obligations on the vesting events.

What do the footnotes reveal about the EXLS RSU grants and vesting schedule?

Footnotes state RSUs convert into common stock on a one-for-one basis and were granted in February 2022 and February 2023. Each grant vests in four equal annual installments, with portions vesting in 2023, 2024, 2025, 2026, and 2027 under the 2018 Omnibus Incentive Plan.