ExlService (NASDAQ: EXLS) President earns PRSU shares, withholds stock for taxes

Rhea-AI Filing Summary

ExlService Holdings, Inc. reported equity awards for its President, Vikas Bhalla, tied to performance-based incentives. On January 26, 2026, he acquired 12,265 and 23,312 shares of common stock at $0 per share, earned from performance restricted stock units granted on February 15, 2023.

On the same date, 4,784 and 9,092 shares were withheld at $42.64 per share to cover tax obligations under the company’s 2018 Omnibus Incentive Plan. After these transactions, he directly held 149,276 shares of 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^*

Bhalla Vikas

(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	139,840	D
Common Stock, par value $0.001 per share	01/26/2026		F(1)		4,784	D	$42.64(2)	135,056	D
Common Stock, par value $0.001 per share	01/26/2026		A(1)		23,312	A	$0	158,368	D
Common Stock, par value $0.001 per share	01/26/2026		F(1)		9,092	D	$42.64(2)	149,276	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 transaction did EXLS President Vikas Bhalla report?

Vikas Bhalla reported equity award activity involving ExlService Holdings, Inc. common stock. He acquired shares earned from performance restricted stock units and had a portion of those shares withheld to satisfy tax obligations under the company’s 2018 Omnibus Incentive Plan.

How many EXLS shares did Vikas Bhalla acquire from performance units?

He acquired 12,265 and 23,312 shares of ExlService Holdings, Inc. common stock at $0 per share. These shares were earned when the compensation committee certified performance targets for performance restricted stock units granted on February 15, 2023, for a period ending December 31, 2025.

Why were some EXLS shares withheld in Vikas Bhalla’s Form 4?

A total of 4,784 and 9,092 shares were withheld at $42.64 per share. The filing states this price reflects the prior day’s Nasdaq Global Select Market close, used under the 2018 Omnibus Incentive Plan to compute tax reporting and withholding for the vested performance restricted stock units.

What is Vikas Bhalla’s EXLS shareholding after these transactions?

Following the reported transactions, Vikas Bhalla directly held 149,276 shares of ExlService Holdings, Inc. common stock. This figure reflects shares earned from performance restricted stock units net of shares withheld to cover related tax obligations as described in the Form 4 filing.

What performance period applied to the EXLS PRSUs earned by Vikas Bhalla?

The performance restricted stock units were granted on February 15, 2023, with a performance period ending December 31, 2025. Shares were deemed earned on January 26, 2026, after the compensation committee certified achievement of the applicable performance targets for that period.

Under which plan were Vikas Bhalla’s EXLS performance units granted?

The performance restricted stock units were granted under the ExlService Holdings, Inc. 2018 Omnibus Incentive Plan. The filing explains this plan uses the prior day’s Nasdaq Global Select Market closing price to determine tax reporting and withholding when the awards convert into common stock.