ExlService (NASDAQ: EXLS) president gains shares from PRSU vesting

Rhea-AI Filing Summary

ExlService Holdings President Vivek Jetley reported equity awards linked to performance stock units. On January 26, 2026 he acquired 12,265 shares and 23,312 shares of common stock at $0 per share as performance restricted stock units granted on February 15, 2023 vested after meeting performance targets for the period ending December 31, 2025.

To cover taxes, 6,783 shares and 12,892 shares were withheld at $42.64 per share, based on the plan’s use of the prior day’s closing price for tax reporting and withholding. After these transactions, he directly owned 414,609 shares of ExlService 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^*

Jetley Vivek

(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)
	President of EXL

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)		12,265	A	$0	410,972	D
Common Stock, par value $0.001 per share	01/26/2026		F(1)		6,783	D	$42.64(2)	404,189	D
Common Stock, par value $0.001 per share	01/26/2026		A(1)		23,312	A	$0	427,501	D
Common Stock, par value $0.001 per share	01/26/2026		F(1)		12,892	D	$42.64(2)	414,609	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.
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FAQ

What insider transaction did ExlService (EXLS) president Vivek Jetley report?

Vivek Jetley reported vesting of performance restricted stock units that delivered ExlService common shares. On January 26, 2026, he received 12,265 and 23,312 shares tied to PRSUs granted February 15, 2023, following certification that performance targets for the period ending December 31, 2025 were achieved.

How many ExlService (EXLS) shares did Vivek Jetley acquire and at what price?

He acquired 12,265 shares and 23,312 shares of ExlService common stock at a price of $0 per share. These shares were earned upon vesting of performance restricted stock units that became earned after the Compensation and Talent Management Committee certified achievement of specified performance targets.

How were taxes handled on Vivek Jetley’s ExlService PRSU vesting?

Taxes were satisfied through share withholding rather than cash. ExlService withheld 6,783 shares and 12,892 shares at $42.64 per share, using the prior day’s Nasdaq Global Select Market closing price, as required under the company’s 2018 Omnibus Incentive Plan governing these performance restricted stock units.

What was Vivek Jetley’s ExlService share ownership after these transactions?

After the January 26, 2026 transactions, Vivek Jetley directly owned 414,609 shares of ExlService common stock. This figure reflects shares issued from vested performance restricted stock units and the shares withheld to cover tax obligations, as reported in the non-derivative securities table.

What performance period applied to the ExlService PRSUs that vested for Vivek Jetley?

The performance restricted stock units related to a performance period ending December 31, 2025. They were granted on February 15, 2023 and deemed earned January 26, 2026, after the Board’s Compensation and Talent Management Committee certified achievement of the applicable performance targets for that period.

Under which plan were Vivek Jetley’s ExlService PRSUs granted and vested?

The performance restricted stock units were granted under the ExlService Holdings, Inc. 2018 Omnibus Incentive Plan. The plan specifies that the prior day’s closing price on the Nasdaq Global Select Market is used to compute tax reporting and withholding when PRSUs settle in common stock.