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ExlService Holdings (EXLS) director granted multiple RSU awards as equity pay

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

Rhea-AI Filing Summary

Williamson Sarah K reported acquisition or exercise transactions in this Form 4 filing.

ExlService Holdings, Inc. director Sarah K. Williamson reported three awards of restricted stock units (RSUs) tied to the company’s common stock on June 16, 2026. The grants cover 1,711, 1,712, and 7,871 RSUs, each representing a right to receive one share upon settlement.

The RSUs have differing vesting schedules, including awards vested on the grant date, awards that vest on the earlier of the first anniversary of grant or certain board service events, and awards scheduled to vest by December 31, 2026 or upon a defined change in control. Settlement generally occurs upon the earlier of Williamson’s death, a qualifying change in control, or about 180 days after she ceases serving on the board.

Following these compensation-related grants, Williamson’s reported direct RSU holdings after individual awards include 34,342, 32,631, and 30,919 RSUs, indicating that these are ongoing equity-based incentives rather than open-market share purchases or sales.

Positive

  • None.

Negative

  • None.
Insider Williamson Sarah K
Role null
Type Security Shares Price Value
Grant/Award Restricted Stock Units 7,871 $0.00 --
Grant/Award Restricted Stock Units 1,712 $0.00 --
Grant/Award Restricted Stock Units 1,711 $0.00 --
Holdings After Transaction: Restricted Stock Units — 30,919 shares (Direct, null)
Footnotes (1)
  1. Each restricted stock unit represents a contingent right to receive one share of the Company'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 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. 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. The restricted stock units will vest upon the earlier of (i) December 31, 2026 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.
RSU grant 1 1,711 RSUs Award to director on June 16, 2026
RSU grant 2 1,712 RSUs Award to director on June 16, 2026
RSU grant 3 7,871 RSUs Award to director on June 16, 2026
Holdings after grant example 30,919 RSUs Direct RSU holdings after one reported award
Vesting date for one award December 31, 2026 Scheduled vesting for specified RSUs
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
"upon the occurrence of a "Change in Control", as defined in the 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.
Change of Control financial
"the occurrence of a "Change of Control", as defined in the Plan"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
2025 Omnibus Incentive Plan financial
"as defined in the ExlService Holdings, Inc. 2025 Omnibus Incentive Plan"
An omnibus incentive plan is a company-wide program that authorizes awards of pay tied to performance and retention—such as stock options, restricted shares, cash bonuses and other rewards—here labeled for the year it was adopted (2025). Investors care because it affects how much ownership can be issued, dilutes existing shareholders, and aligns executives’ and employees’ incentives with company goals, similar to giving team members a stake in the outcome.
separation from service financial
"or, if later, the date of the reporting person's separation from service"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Williamson Sarah K
(Last)(First)(Middle)
320 PARK AVENUE
29TH FLOOR
(Street)
NEW YORK NEW YORK 10022
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)06/16/2026A7,871 (2) (2)Common Stock, par value $0.001 per share7,871$030,919D
Restricted Stock Units(1)06/16/2026A1,712 (3) (3)Common Stock, par value $0.001 per share1,712$032,631D
Restricted Stock Units(1)06/16/2026A1,711 (4) (4)Common Stock, par value $0.001 per share1,711$034,342D
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, 2026 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-Fact06/18/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did ExlService Holdings (EXLS) director Sarah K. Williamson report in this Form 4?

Sarah K. Williamson reported three grants of restricted stock units (RSUs) linked to ExlService Holdings common stock. The awards are compensation-related equity grants, not open-market share purchases or sales, and each RSU represents a right to receive one share upon settlement.

How many restricted stock units were granted to the ExlService (EXLS) director?

Williamson received three RSU awards of 1,711, 1,712, and 7,871 units. Each restricted stock unit corresponds to one share of ExlService Holdings common stock, providing equity-based compensation that may convert into shares upon future settlement events.

When do the new ExlService (EXLS) RSU awards for Sarah K. Williamson vest?

The RSUs have varied vesting terms, including awards vested on the grant date, awards that vest by the first anniversary of grant or certain board events, and awards vesting by December 31, 2026 or upon a defined change in control under the company’s 2025 Omnibus Incentive Plan.

Under what conditions are Sarah K. Williamson’s ExlService (EXLS) RSUs settled into shares?

The RSU awards generally settle upon the earlier of the director’s death, a qualifying Change of Control under the 2025 Omnibus Incentive Plan, or about 180 days after she ceases serving on the board, or later separation from service, depending on the specific award terms.

Are the ExlService (EXLS) RSU grants to Sarah K. Williamson open-market stock purchases?

No. The reported transactions are RSU grants coded as awards (transaction code A), reflecting equity compensation. They do not represent open-market buying or selling of ExlService common stock but rather contingent rights to receive shares in the future.

How many restricted stock units does Sarah K. Williamson hold after these ExlService (EXLS) grants?

After individual RSU awards, reported direct holdings include 34,342, 32,631, and 30,919 RSUs associated with specific grants. These figures show an ongoing equity position from compensation awards, as disclosed for each transaction in the Form 4.