ExlService Holdings Boosts Director Stakes with Major Stock Award Package

Rhea-AI Filing Summary

ExlService Holdings (EXLS) Director Sarah K. Williamson received multiple grants of Restricted Stock Units (RSUs) on June 17, 2025, totaling 7,146 units structured in three tranches:

• 4,981 RSUs vesting on the earlier of first grant anniversary, board term expiration, or Change in Control
• 1,083 RSUs immediately vested upon grant
• 1,082 RSUs vesting on the earlier of December 31, 2025, or Change in Control

All RSUs convert to common stock and settle upon the earlier of: death, Change in Control, or 180 days after leaving the Board. Following these transactions, Williamson beneficially owns 23,048 RSUs directly. The filing was executed by General Counsel Ajay Ayyappan as attorney-in-fact on June 20, 2025.

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

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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^*

Williamson Sarah K

(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)

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)

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

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		4,981		(2)	(2)	Common Stock, par value $0.001 per share	4,981	$0	20,883	D
Restricted Stock Units	(1)	06/17/2025		A		1,083		(3)	(3)	Common Stock, par value $0.001 per share	1,083	$0	21,966	D
Restricted Stock Units	(1)	06/17/2025		A		1,082		(4)	(4)	Common Stock, par value $0.001 per share	1,082	$0	23,048	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Company'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 ExlService Holdings, Inc. (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. The restricted stock units are vested on the date of grant. 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 ExlService Holdings, Inc. 2025 Omnibus Incentive 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.

4. The restricted stock units will vest upon the earlier of (i) December 31, 2025 or (ii) the occurrence of a "Change in Control", as defined in the ExlService Holdings, Inc. 2025 Omnibus Incentive Plan (the "Plan"). 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.

Remarks:

Mr. Ayyappan is the Company's General Counsel.

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

How many restricted stock units (RSUs) did Sarah K Williamson receive from EXLS on June 17, 2025?

Sarah K Williamson received a total of 7,146 restricted stock units (RSUs) from EXLS on June 17, 2025, broken down as: 4,981 RSUs with one-year vesting, 1,083 RSUs that vested immediately, and 1,082 RSUs that vest on December 31, 2025.

What is Sarah K Williamson's role at EXLS and how many EXLS RSUs does she own after the latest grant?

Sarah K Williamson serves as a Director at EXLS. Following the reported transactions, she beneficially owns a total of 23,048 restricted stock units, all held directly (D) according to the Form 4 filing.

When do the EXLS restricted stock units granted to Williamson on June 17, 2025 vest?

The RSUs have three different vesting schedules: 4,981 units vest on the first anniversary of the grant date or earlier upon certain conditions; 1,083 units were vested immediately upon grant; and 1,082 units vest on December 31, 2025 or earlier if there is a Change in Control.

What are the settlement terms for EXLS's restricted stock units granted to Williamson?

The RSUs settle upon the earliest of: (1) the reporting person's death, (2) occurrence of a Change in Control, or (3) 180 days after ceasing to serve as a Board member for any reason other than death. Each RSU represents one share of EXLS common stock upon settlement.