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Former Citigroup CEO Deepens Stake in ExlService with Latest Stock Award

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ExlService Holdings (EXLS) reported insider trading activity through a Form 4 filing dated June 28, 2025. Director Vikram S. Pandit received 7,146 Restricted Stock Units (RSUs) on June 17, 2025, bringing his total beneficial ownership to 73,085 units.

Key terms of the RSUs include:

  • Vesting occurs at the earlier of: one-year anniversary, board term expiration, or Change in Control
  • Settlement triggers: death, Change in Control, or 180 days after leaving the board
  • Each RSU represents one share of common stock

The filing reveals a complex ownership structure involving multiple entities: Orogen Echo LLC, Orogen Holdings LLC, Atairos-Orogen Holdings LLC, and various Atairos entities. Pandit serves as Chairman/CEO of Orogen Echo LLC and maintains majority voting control of Orogen Holdings LLC, while Michael Angelakis controls Atairos through various entities. All reporting persons disclaim beneficial ownership except for their pecuniary interests.

Positive

  • None.

Negative

  • None.
Insider PANDIT VIKRAM S, Orogen Echo LLC, Orogen Group LLC, Orogen Holdings LLC, Atairos-Orogen Holdings, LLC, Atairos Group, Inc., Atairos Partners, L.P., Atairos Partners GP, Inc., Angelakis Michael J
Role Director | Director | Director | Director | Director | Director | Director | Director | Director
Type Security Shares Price Value
Grant/Award Restricted Stock Units 7,146 $0.00 --
Holdings After Transaction: Restricted Stock Units — 73,085 shares (Indirect, See Footnotes)
Footnotes (1)
  1. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock upon settlement. The restricted stock units vest upon the earlier of (i) the first anniversary of the date of grant, (ii) the date on which the reporting person's term as a member of the Board of Directors of the issuer (the "Board") expires if the reporting person is not subsequently elected to a new term on the Board, and (iii) the occurrence of a "Change in Control", as defined in the ExlService Holdings, Inc. 2025 Omnibus Incentive Plan (the "Plan"), and such awards settle upon the earlier of (i) the reporting person's death, (ii) the occurrence of a "Change of Control", as defined in the Plan and (iii) the date that is 180 days following the date on which the reporting person ceases to serve as a member of the Board for any reason other than due to such reporting person's death or, if later, the date of the reporting person's separation from service. Mr. Pandit serves on the Board and is the Chairman and Chief Executive Officer of Orogen Echo LLC ("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. 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.
Form 4 Insider Transactions: What Each Field Means →
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*
PANDIT VIKRAM S
(Last) (First) (Middle)
C/O THE OROGEN GROUP LLC
ONE ROCKEFELLER PLAZA SUITE 2416
(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)
06/17/2025
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
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) 06/17/2025 A 7,146 (2) (2) Common Stock, par value $0.001 per shar 7,146 $0 73,085 I See Footnotes(3)(4)
1. Name and Address of Reporting Person*
PANDIT VIKRAM S
(Last) (First) (Middle)
C/O THE OROGEN GROUP LLC
ONE ROCKEFELLER PLAZA SUITE 2416
(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 Echo LLC
(Last) (First) (Middle)
C/O THE OROGEN GROUP LLC
ONE ROCKEFELLER PLAZA SUITE 2416
(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 2416
(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 2416
(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. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock upon settlement.
2. The restricted stock units vest upon the earlier of (i) the first anniversary of the date of grant, (ii) the date on which the reporting person's term as a member of the Board of Directors of the issuer (the "Board") expires if the reporting person is not subsequently elected to a new term on the Board, and (iii) the occurrence of a "Change in Control", as defined in the ExlService Holdings, Inc. 2025 Omnibus Incentive Plan (the "Plan"), and such awards settle upon the earlier of (i) the reporting person's death, (ii) the occurrence of a "Change of Control", as defined in the Plan and (iii) the date that is 180 days following the date on which the reporting person ceases to serve as a member of the Board for any reason other than due to such reporting person's death or, if later, the date of the reporting person's separation from service.
3. Mr. Pandit serves on the Board and is the Chairman and Chief Executive Officer of Orogen Echo LLC ("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 06/20/2025
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 06/20/2025
By: The Orogen Group LLC, by Vikram S. Pandit, Chairman and Chief Executive Officer /s/ Vikram S. Pandit 06/20/2025
By: Orogen Holdings LLC, by Vikram S. Pandit, Manager /s/ Vikram S. Pandit 06/20/2025
By: Atairos-Orogen Holdings, LLC, by David L. Caplan, Vice President /s/ David L. Caplan 06/20/2025
By: Atairos Group, Inc., by David L. Caplan, Vice President and General Counsel /s/ David L. Caplan 06/20/2025
By: Atairos Partners, L.P., by Atairos Partners GP, Inc., its general partner, by David L. Caplan, Vice President /s/ David L. Caplan 06/20/2025
By: Atairos Partners GP, Inc., by David L. Caplan, Vice President /s/ David L. Caplan 06/20/2025
By: Michael J. Angelakis /s/ Michael J. Angelakis 06/20/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many restricted stock units (RSUs) did Vikram Pandit receive from EXLS on June 17, 2025?

Vikram Pandit received 7,146 restricted stock units (RSUs) from ExlService Holdings (EXLS) on June 17, 2025. Each RSU represents a contingent right to receive one share of EXLS common stock upon settlement.

What are the vesting conditions for EXLS RSUs granted to Vikram Pandit?

The RSUs vest upon the earliest of: (1) the first anniversary of the grant date, (2) the date when the reporting person's Board term expires if not re-elected, or (3) upon a Change in Control. Settlement occurs at the earliest of: death, Change in Control, or 180 days after ceasing Board service.

What is Vikram Pandit's role at EXLS and The Orogen Group?

Vikram Pandit serves as a Director on EXLS's Board of Directors. He is also the Chairman and Chief Executive Officer of Orogen Echo LLC (OE) and has majority voting control of Orogen Holdings LLC, which is one of the joint investment controllers of The Orogen Group LLC.

How many EXLS derivative securities does Vikram Pandit beneficially own after this transaction?

Following the reported transaction, Vikram Pandit beneficially owns 73,085 derivative securities (RSUs) of EXLS indirectly through his association with The Orogen Group and related entities.