EXlService (NASDAQ: EXLS) HR chief reports RSU grant and share withholding

Filing Impact

(Neutral)

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(Neutral)

Form Type

Rhea-AI Filing Summary

ExlService Holdings, Inc. chief human resources officer Pamela M. Harrison reported equity compensation activity and related tax withholding. On February 19, 2026, she acquired 20,720 restricted stock units, each representing a right to receive one share of common stock, which will vest in four equal annual installments beginning on February 19, 2027, with acceleration upon certain termination events and a Change in Control.

On February 20, 2026, 3,161 restricted stock units were converted into an equal number of common shares at no cost, and 1,630 common shares were disposed of at $30.41 per share to satisfy tax obligations. After these transactions, she directly owned 4,263 common shares and 9,483 restricted stock units.

Insider Trade Summary

3,161 shares exercised/converted

Mixed 4 txns

Insider Harrison Pamela M

Role CHIEF HUMAN RESOURCES OFFICER

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	3,161	$0.00	--
Exercise	Common Stock, par value $0.001 per share	3,161	$0.00	--
Tax Withholding	Common Stock, par value $0.001 per share	1,630	$30.41	$50K
Grant/Award	Restricted Stock Units	20,720	$0.00	--

Holdings After Transaction: Restricted Stock Units — 9,483 shares (Direct); Common Stock, par value $0.001 per share — 5,893 shares (Direct)

Footnotes (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. 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. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock upon settlement. The restricted stock units will vest in four equal annual installments, beginning on February 19, 2027. Vesting will be accelerated upon certain termination of employment events and upon a "Change in Control" (as defined in the ExlService Holdings, Inc. 2025 Omnibus Incentive Plan). On June 17, 2025, the reporting person was granted 12,644 restricted stock units, vesting in four equal annual installments beginning on February 20, 2026. 25 percent of the restricted stock units became vested on February 20, 2026, an additional 25 percent of the restricted stock units will vest on February 20, 2027, an additional 25 percent of the restricted stock units will vest on February 20, 2028, and the remaining balance of 25 percent of the restricted stock units will vest on February 20, 2029.

Form 4 Insider Transactions: What Each Field Means →

02/23/2026 - 06:51 PM

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
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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^*

Harrison Pamela M

(Last)

(First)

(Middle)

EXLSERVICE HOLDINGS INC

320 PARK AVENUE, 29TH FL

(Street)

NEW YORK

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)
	CHIEF HUMAN RESOURCES OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	02/20/2026		M⁽¹⁾		3,161	A	$0	5,893	D
Common Stock, par value $0.001 per share	02/20/2026		F		1,630	D	$30.41⁽²⁾	4,263	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	02/19/2026		A		20,720		⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.001 per share	20,720	$0	20,720	D
Restricted Stock Units	⁽¹⁾	02/20/2026		M⁽¹⁾			3,161	⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.001 per share	3,161	$0	9,483	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. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock upon settlement.

4. The restricted stock units will vest in four equal annual installments, beginning on February 19, 2027. Vesting will be accelerated upon certain termination of employment events and upon a "Change in Control" (as defined in the ExlService Holdings, Inc. 2025 Omnibus Incentive Plan).

5. On June 17, 2025, the reporting person was granted 12,644 restricted stock units, vesting in four equal annual installments beginning on February 20, 2026. 25 percent of the restricted stock units became vested on February 20, 2026, an additional 25 percent of the restricted stock units will vest on February 20, 2027, an additional 25 percent of the restricted stock units will vest on February 20, 2028, and the remaining balance of 25 percent of the restricted stock units will vest on February 20, 2029.

Remarks:

Note: On February 19, 2026 the reporting person was also granted performance-based restricted stock units that are subject to material conditions beyond the reporting person's control, and, therefore, are not considered derivative securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and are excluded from this report. Remarks: Mr. Ayyappan is the Company's General Counsel.

	/s/ Ajay Ayyappan, Attorney-in-Fact	02/23/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did EXLS executive Pamela M. Harrison report?

Pamela M. Harrison reported a grant of 20,720 restricted stock units, the conversion of 3,161 units into common shares, and the disposition of 1,630 common shares to cover tax obligations, all tied to ExlService Holdings, Inc. equity incentive plans.

How many restricted stock units did EXLS grant to Pamela M. Harrison?

ExlService Holdings, Inc. granted Pamela M. Harrison 20,720 restricted stock units. Each unit represents a contingent right to receive one share of common stock upon settlement, subject to a multi-year vesting schedule and potential acceleration upon certain employment termination events or a Change in Control.

What is the vesting schedule for Pamela M. Harrison’s new EXLS RSUs?

The 20,720 restricted stock units granted to Pamela M. Harrison vest in four equal annual installments starting February 19, 2027. Vesting can be accelerated upon certain termination of employment events and upon a defined Change in Control under ExlService Holdings, Inc.’s omnibus incentive plan.

Why were 1,630 EXLS common shares disposed of in this Form 4?

The 1,630 ExlService Holdings, Inc. common shares were disposed of at $30.41 per share to satisfy tax withholding obligations. This disposition relates to equity awards, using the stock’s closing price for computing required tax reporting and withholding under the company’s incentive plan.

How many EXLS shares and RSUs does Pamela M. Harrison hold after these transactions?

After the reported transactions, Pamela M. Harrison directly holds 4,263 shares of ExlService Holdings, Inc. common stock and 9,483 restricted stock units. These positions reflect equity compensation activity and associated tax withholding reported in the Form 4 filing.

How do EXLS restricted stock units convert into common stock for Pamela M. Harrison?

Each ExlService Holdings, Inc. restricted stock unit converts into one share of common stock on a one-for-one basis upon settlement. The units vest over time, and once vested and settled, they deliver common shares subject to applicable tax withholding obligations.