ExlService Board Member Gets $2.1M Stock Package as Director Incentive

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

ExlService Holdings (EXLS) director Nitin Sahney received three grants of Restricted Stock Units (RSUs) on June 17, 2025, totaling 7,228 units structured as follows:

4,981 RSUs vesting on the earlier of first grant anniversary, board term expiration, or Change in Control
1,124 RSUs immediately vested upon grant
1,123 RSUs vesting on the earlier of December 31, 2025, or Change in Control

All RSUs convert to common stock and settle upon the earlier of: death, Change in Control, or 180 days after leaving the Board. Following these transactions, Sahney beneficially owns 88,803 RSUs directly. The grants were made under the company's 2025 Omnibus Incentive Plan and represent standard director compensation arrangements.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Sahney Nitin

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	4,981	$0.00	--
Grant/Award	Restricted Stock Units	1,124	$0.00	--
Grant/Award	Restricted Stock Units	1,123	$0.00	--

Holdings After Transaction: Restricted Stock Units — 86,556 shares (Direct)

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. 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, 2025 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.

Form 4 Insider Transactions: What Each Field Means →

06/20/2025 - 05:28 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^*

Sahney Nitin

(Last)

(First)

(Middle)

320 PARK AVENUE

29TH FLOOR

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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)

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⁾	06/17/2025		A		4,981		⁽²⁾	⁽²⁾	Common Stock, par value $0.001 per share	4,981	$0	86,556	D
Restricted Stock Units	⁽¹⁾	06/17/2025		A		1,124		⁽³⁾	⁽³⁾	Common Stock, par value $0.001 per share	1,124	$0	87,680	D
Restricted Stock Units	⁽¹⁾	06/17/2025		A		1,123		⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.001 per share	1,123	$0	88,803	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.

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, 2025 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-Fact	06/20/2025
	** 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

How many restricted stock units (RSUs) did EXLS director Nitin Sahney receive on June 17, 2025?

Nitin Sahney received three separate RSU grants on June 17, 2025, totaling 7,228 units: 4,981 RSUs with one-year vesting, 1,124 RSUs that were immediately vested, and 1,123 RSUs vesting on December 31, 2025.

What is the vesting schedule for EXLS director Sahney's largest RSU grant of 4,981 units?

The 4,981 RSU grant vests upon the earliest of: (1) the first anniversary of the grant date, (2) the expiration of Sahney's Board term if not re-elected, or (3) a Change in Control as defined in the ExlService Holdings 2025 Omnibus Incentive Plan.

How many EXLS restricted stock units does Nitin Sahney own after the June 17, 2025 grants?

Following the reported transactions, Nitin Sahney beneficially owns 88,803 restricted stock units of EXLS, held in direct ownership form.

When do Nitin Sahney's EXLS restricted stock units settle into common shares?

The RSUs settle upon the earliest of: (1) Sahney's death, (2) a Change in Control, or (3) 180 days after Sahney ceases to serve as a Board member for any reason other than death, or if later, the date of separation from service.