ExlService Holdings (NASDAQ: EXLS) director receives 11,293 RSU award

Rhea-AI Filing Summary

PANDIT VIKRAM S reported acquisition or exercise transactions in this Form 4 filing.

ExlService Holdings, Inc. director Vikram S. Pandit received a grant of 11,293 restricted stock units, each representing one share of common stock upon settlement. Following this award, he now holds 84,378 shares-related units directly.

The restricted stock units vest on the earlier of the first anniversary of the grant date, the expiration of his Board term if not reelected, or a defined Change in Control under the company’s 2025 Omnibus Incentive Plan. Settlement occurs upon death, a qualifying Change of Control event, or generally within 180 days after he ceases serving on the Board.

Insights

Equity compensation analyst

Director received routine RSU grant with standard vesting and settlement terms.

Director Vikram S. Pandit was granted 11,293 restricted stock units, increasing his equity-linked holdings to 84,378 units. The transaction is coded as an acquisition grant, with no cash paid and no open-market buying or selling involved.

The RSUs vest based on service on the Board or a defined Change in Control, and settle upon death, a qualifying Change of Control, or generally within 180 days after Board service ends. This appears to be standard non-employee director compensation rather than a discretionary market trade, so its informational value for near-term stock sentiment is limited.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider PANDIT VIKRAM S

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	11,293	$0.00	--

Holdings After Transaction: Restricted Stock Units — 84,378 shares (Direct, null)

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.

Key Figures

RSU grant size: 11,293 units Post-grant holdings: 84,378 units Grant price per unit: $0.0000 per unit

3 metrics

RSU grant size 11,293 units Restricted stock units granted on 2026-06-16

Post-grant holdings 84,378 units Total shares-related units following transaction

Grant price per unit $0.0000 per unit Compensation award, no cash paid by director

Key Terms

Restricted Stock Units, Change in Control, ExlService Holdings, Inc. 2025 Omnibus Incentive Plan, Board of Directors

4 terms

Restricted Stock Units financial

"Each restricted stock unit represents a contingent right to receive one share"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Change in Control financial

"the occurrence of a "Change in Control", as defined in the ExlService Holdings, Inc. 2025 Omnibus Incentive Plan"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

ExlService Holdings, Inc. 2025 Omnibus Incentive Plan financial

"as defined in the ExlService Holdings, Inc. 2025 Omnibus Incentive Plan (the "Plan")"

Board of Directors financial

"the reporting person's term as a member of the Board of Directors of the issuer"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

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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 NEW YORK 10020

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)	06/16/2026		A		11,293		(2)	(2)	Common Stock, par value $0.001 per share	11,293	$0	84,378	D

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.

	By: /s/ Vikram S. Pandit	06/18/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did EXLS director Vikram S. Pandit report on this Form 4?

Vikram S. Pandit reported receiving a grant of 11,293 restricted stock units in ExlService Holdings, Inc. This award increases his directly held equity-linked position to 84,378 units, reflecting standard director compensation rather than an open-market stock purchase or sale.

How many EXLS restricted stock units were granted to Vikram S. Pandit?

He was granted 11,293 restricted stock units linked to ExlService Holdings, Inc. common stock. Each unit represents a contingent right to receive one share upon settlement, subject to the vesting and settlement conditions specified under the company’s 2025 Omnibus Incentive Plan.

What are the vesting conditions for Vikram S. Pandit’s EXLS restricted stock units?

The units vest at the earlier of the first anniversary of grant, the end of his Board term if he is not reelected, or a defined Change in Control. These conditions tie vesting primarily to continued Board service or a significant corporate transaction under the plan.

When do Vikram S. Pandit’s EXLS restricted stock units settle into common shares?

The awards settle upon the earlier of his death, a qualifying Change of Control event under the plan, or generally 180 days after he ceases serving on the Board for reasons other than death, or if later, his separation from service, converting units into common shares.

Did Vikram S. Pandit buy or sell EXLS shares in the market?

No open-market buy or sell is reported in this Form 4. The filing shows a grant of 11,293 restricted stock units at a price of $0.0000, indicating a compensation award rather than a discretionary market transaction involving ExlService Holdings, Inc. shares.

How large is Vikram S. Pandit’s EXLS equity position after this RSU grant?

After the grant, his position related to this award category totals 84,378 shares-linked units. This figure reflects his holdings following the reported RSU acquisition, giving a sense of his ongoing equity exposure as a director of ExlService Holdings, Inc.