ExlService (EXLS) EVP Ajay Ayyappan sells shares and settles RSU taxes

Rhea-AI Filing Summary

ExlService Holdings, Inc. executive Ajay Ayyappan, EVP and General Counsel, reported multiple equity transactions involving company stock. On February 18, 2026, he executed open-market sales totaling 2,275 shares of common stock at a price of $30.32 per share under a pre-arranged Rule 10b5-1 trading plan.

On February 17, 2026, restricted stock units converted into an equal number of common shares, reflecting equity awards that had vested under prior grants. That same day, shares were withheld at prices based on the prior day’s closing price to cover tax obligations related to these vesting events. Following these transactions, he continued to hold a meaningful number of ExlService common shares directly.

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).

X

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^*

AYYAPPAN AJAY

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Gen Counsel/Corp. Sec'y.

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		M(1)		2,915	A	$0	56,430	D
Common Stock, par value $0.001 per share	02/17/2026		F		1,553	D	$30.04(2)	54,877	D
Common Stock, par value $0.001 per share	02/17/2026		M(1)		2,495	A	$0	57,372	D
Common Stock, par value $0.001 per share	02/17/2026		F		1,329	D	$30.04(2)	56,043	D
Common Stock, par value $0.001 per share	02/18/2026		S		1,226	D	$30.32(3)	54,817	D
Common Stock, par value $0.001 per share	02/18/2026		S		1,049	D	$30.32(3)	53,768	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
Restricted Stock Units	(1)	02/17/2026		M(1)			2,915	(4)	(4)	Common Stock, par value $0.001 per share	2,915	$0	0	D
Restricted Stock Units	(1)	02/17/2026		M(1)			2,495	(5)	(5)	Common Stock, par value $0.001 per share	2,495	$0	2,495	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. This sale was made pursuant to a 10b5-1 plan previously entered into by the reporting person on August 11, 2025.

4. On February 16, 2022, the reporting person was granted 2,332 (pre-split) restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date. 25 percent of the restricted stock units became vested on February 16, 2023, an additional 25 percent of the restricted stock units became vested on February 16, 2024, an additional 25 percent of the restricted stock units became vested on February 16, 2025, and the remaining balance of 25 percent of the restricted stock units became vested on February 16, 2026.

5. On February 15, 2023, the reporting person was granted 1,996 (pre-split) restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date. 25 percent of the restricted stock units became vested on February 15, 2024, an additional 25 percent of the restricted stock units became vested on February 15, 2025, an additional 25 percent of the restricted stock units became vested on February 15, 2026, and the remaining balance of 25 percent of the restricted stock units will vest on February 15, 2027.

Remarks:

	/s/ Ajay Ayyappan	02/19/2026
	** 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).
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FAQ

What insider transactions did EXLS executive Ajay Ayyappan report on this Form 4?

Ajay Ayyappan reported open-market sales of ExlService Holdings common stock and related equity award activity. The filing shows sales, RSU conversions into common shares, and shares withheld to satisfy tax obligations tied to previously granted restricted stock units.

How many ExlService (EXLS) shares did Ajay Ayyappan sell and at what price?

He sold a total of 2,275 ExlService Holdings common shares in open-market transactions. These sales occurred at a price of $30.32 per share, as disclosed, and were executed pursuant to a pre-established Rule 10b5-1 trading plan previously entered into by the reporting person.

Were Ajay Ayyappan’s EXLS stock sales made under a 10b5-1 trading plan?

Yes. The filing states the sale was made under a Rule 10b5-1 trading plan. This plan was previously established by the reporting person, providing a pre-arranged schedule for selling shares, which can help separate trading decisions from day-to-day market information.

What happened to Ajay Ayyappan’s restricted stock units in ExlService (EXLS)?

Restricted stock units converted into ExlService common stock on a one-for-one basis. These units vested according to prior grant schedules, and the resulting common shares were issued while a portion was withheld to cover taxes, consistent with the company’s omnibus incentive plan terms.

Why were some EXLS shares disposed of in tax-withholding transactions?

Certain common shares were disposed of to satisfy tax liabilities related to RSU vesting and conversion. Under the company’s incentive plan, the prior day’s closing price is used to determine the number of shares required to cover withholding obligations on these equity awards.

What vesting schedule applied to Ajay Ayyappan’s EXLS restricted stock unit grants?

The footnotes describe RSU grants that vest in four equal annual installments. For each grant, 25 percent of the units vest on each anniversary of the grant date, with specific installments already vested and remaining portions scheduled to vest on future anniversary dates.