ExlService (NASDAQ: EXLS) director Andreas Fibig receives 7,871 RSU equity award

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Fibig Andreas reported acquisition or exercise transactions in this Form 4 filing.

ExlService Holdings director Andreas Fibig received 7,871 restricted stock units (RSUs) as an equity award. Each RSU represents a contingent right to receive one share of ExlService common stock, so this grant ties part of his compensation directly to the company’s future share performance.

The RSUs vest on the earlier of the first anniversary of the grant, the end of his current Board term if he is not re-elected, or a defined Change in Control under the 2025 Omnibus Incentive Plan. Settlement into shares occurs upon death, a qualifying Change of Control, or generally within 180 days after he ceases serving on the Board. Following this grant, Fibig holds 28,427 RSUs directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Fibig Andreas

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	7,871	$0.00	--

Holdings After Transaction: Restricted Stock Units — 28,427 shares (Direct, null)

Footnotes (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.

Key Figures

RSUs granted: 7,871 units RSU holdings after grant: 28,427 units Grant price per RSU: $0.00 per unit +1 more

4 metrics

RSUs granted 7,871 units Restricted stock units granted on June 16, 2026

RSU holdings after grant 28,427 units Total restricted stock units held following transaction

Grant price per RSU $0.00 per unit Equity compensation award, no cash paid by director

Underlying common shares 7,871 shares Each RSU represents one share of common stock

Key Terms

Restricted Stock Units, Change in Control, 2025 Omnibus Incentive Plan, separation from service

4 terms

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

"the occurrence of a "Change in Control", as defined in the ExlService Holdings, Inc. 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.

2025 Omnibus Incentive Plan financial

"as defined in the ExlService Holdings, Inc. 2025 Omnibus Incentive Plan (the "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 →

Available on EDGAR 06/18/2026 - 04:14 PM Accepted by SEC EDGAR 06/18/2026 - 04:13 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
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^*

Fibig Andreas

(Last)

(First)

(Middle)

EXLSERVICE HOLDINGS INC

320 PARK AVENUE, 29TH FLOOR

(Street)

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)

X	Director	10% 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)

X	Form 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)
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)

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	⁽¹⁾	06/16/2026		A		7,871		⁽²⁾	⁽²⁾	Common Stock, par value $0.001 per share	7,871	$0	28,427	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.

Remarks:

Mr. Ayyappan is the Company's General Counsel.

	/s/ Ajay Ayyappan, Attorney-in-Fact	06/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did EXLS director Andreas Fibig report on this Form 4?

Andreas Fibig reported receiving a grant of 7,871 restricted stock units (RSUs). These units are part of his equity compensation as a director and will convert into ExlService common shares upon settlement if vesting and other conditions described in the plan are satisfied.

How many ExlService (EXLS) restricted stock units does Andreas Fibig hold after this grant?

After the June 2026 RSU grant, Andreas Fibig holds a total of 28,427 restricted stock units. These RSUs represent contingent rights to receive the same number of ExlService common shares in the future, subject to vesting, continued Board service, and the settlement conditions in the incentive plan.

When do Andreas Fibig’s new EXLS restricted stock units vest?

The RSUs vest on the earliest of three events: the first anniversary of the grant date, the end of his current Board term if he is not re-elected, or a qualifying Change in Control as defined in ExlService’s 2025 Omnibus Incentive Plan, assuming applicable conditions are met.

Under what conditions are Andreas Fibig’s EXLS RSUs settled into common stock?

The RSUs settle into ExlService common stock upon the earliest of his death, a qualifying Change of Control under the plan, or generally 180 days after he ceases to serve on the Board for reasons other than death, or if later, upon his separation from service.

Is Andreas Fibig’s EXLS Form 4 transaction an open-market stock purchase or sale?

No, this Form 4 reports a grant of 7,871 restricted stock units as compensation, not an open-market trade. The award was received at a price of $0.00 per unit and will convert into ExlService common shares only if the plan’s vesting and settlement conditions are met.