ExlService (NASDAQ: EXLS) EVP Narasimha Kini earns PRSU shares and withholds stock for taxes

Rhea-AI Filing Summary

ExlService Holdings Inc. Executive Vice President Narasimha Kini reported multiple stock transactions in the company’s common stock on January 26, 2026. He acquired 9,007 shares and 17,109 shares of common stock at a price of $0 per share, earned from performance restricted stock units granted on February 15, 2023 after performance targets for the period ending December 31, 2025 were certified as achieved. To cover tax obligations, 4,599 shares and 8,735 shares were withheld at a price of $42.64 per share, based on the plan’s use of the prior day’s Nasdaq Global Select Market closing price for tax reporting and withholding. Following these transactions, Kini directly beneficially owned 203,755 shares of ExlService Holdings common stock.

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

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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^*

Kini Narasimha

(Last) (First) (Middle)

EXLSERVICE HOLDINGS INC

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	01/26/2026		A(1)		9,007	A	$0	199,980	D
Common Stock, par value $0.001 per share	01/26/2026		F(1)		4,599	D	$42.64(2)	195,381	D
Common Stock, par value $0.001 per share	01/26/2026		A(1)		17,109	A	$0	212,490	D
Common Stock, par value $0.001 per share	01/26/2026		F(1)		8,735	D	$42.64(2)	203,755	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person's shares of common stock, par value $0.001 per share (the "Common Stock") reported in this report were earned pursuant to the performance restricted stock units ("PRSUs") of ExlService Holdings, Inc. (the "Company") granted on February 15, 2023. Such shares of Common Stock were deemed earned on January 26, 2026, based on the Compensation and Talent Management Committee of the Board of Directors administering the award certifying the achievement of performance targets applicable to the PRSUs for the performance period ending on December 31, 2025.

2. Pursuant to the ExlService Holdings, Inc. 2018 Omnibus Incentive Plan, pursuant to which such PRSUs 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.

Remarks:

Mr. Ayyappan is the Company's General Counsel.

	/s/ Ajay Ayyappan, Attorney-in-Fact	01/28/2026
	** 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).
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FAQ

What insider transactions did EXLS executive Narasimha Kini report?

Executive Vice President Narasimha Kini reported acquiring performance-based ExlService common stock and share withholding for taxes on January 26, 2026. He received 9,007 and 17,109 shares at $0 per share, with 4,599 and 8,735 shares withheld at $42.64 per share.

How many EXLS shares does Narasimha Kini own after these transactions?

After the reported transactions, Executive Vice President Narasimha Kini directly beneficially owned 203,755 shares of ExlService Holdings common stock. This figure reflects the net result of PRSU share delivery and tax withholding transactions reported for January 26, 2026.

What was the basis for the EXLS performance stock units earned by Narasimha Kini?

The shares were earned under performance restricted stock units granted on February 15, 2023. They became earned on January 26, 2026, after the Compensation and Talent Management Committee certified achievement of performance targets for the period ending December 31, 2025.

Why were some EXLS shares withheld at $42.64 for Narasimha Kini?

Shares were withheld to satisfy tax obligations under the ExlService 2018 Omnibus Incentive Plan. The plan uses the prior day’s Nasdaq Global Select Market closing price, which was $42.64 per share, for computing tax reporting and withholding on the vested PRSU shares.

What role does Narasimha Kini hold at ExlService Holdings (EXLS)?

Narasimha Kini is an officer of ExlService Holdings, serving as Executive Vice President. The Form 4 identifies him as an officer, not a director or 10% owner, and reports his direct beneficial ownership in the company’s common stock.