ExlService (NASDAQ: EXLS) CFO nets shares from vested RSUs

Rhea-AI Filing Summary

ExlService Holdings Executive Vice President & CFO Maurizio Nicolelli reported equity award activity involving restricted stock units and common shares. On February 17, 2026, restricted stock units converted into common stock on a one-for-one basis, resulting in the acquisition of 8,965 common shares through derivative exercises.

On the same date, a total of 3,529 common shares were disposed of at $30.0400 per share to cover tax withholding obligations, consistent with the company’s 2018 Omnibus Incentive Plan, which uses the prior day’s closing price for tax purposes. After these transactions, Nicolelli directly held 248,425 common shares.

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^*

Nicolelli Maurizio

(Last) (First) (Middle)

EXLSERVICE HOLDINGS INC

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)
	Executive Vice President & CFO

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)		4,855	A	$0	247,844	D
Common Stock, par value $0.001 per share	02/17/2026		F		1,911	D	$30.04(2)	245,933	D
Common Stock, par value $0.001 per share	02/17/2026		M(1)		4,110	A	$0	250,043	D
Common Stock, par value $0.001 per share	02/17/2026		F		1,618	D	$30.04(2)	248,425	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)			4,110	(3)	(3)	Common Stock, par value $0.001 per share	4,110	$0	4,110	D
Restricted Stock Units	(1)	02/17/2026		M(1)			4,855	(4)	(4)	Common Stock, par value $0.001 per share	4,855	$0	0	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. On February 15, 2023, the reporting person was granted 3,288 (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.

4. On February 16, 2022, the reporting person was granted 3,884 (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.

Remarks:

Mr. Ayyappan is the Company's General Counsel.

	/s/ Ajay Ayyappan, Attorney-in-Fact	02/19/2026
	** 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 transactions did ExlService (EXLS) CFO Maurizio Nicolelli report?

Maurizio Nicolelli reported exercises of restricted stock units converting into common stock and related tax-withholding share dispositions. The filing shows RSUs converting one-for-one into common shares and some of those shares being withheld to satisfy tax obligations under ExlService’s 2018 Omnibus Incentive Plan.

How many ExlService (EXLS) shares did the CFO acquire through RSU conversion?

The CFO acquired 8,965 shares of ExlService common stock through derivative exercises of restricted stock units. These RSUs convert into common stock on a one-for-one basis, reflecting vesting of prior equity grants made under the company’s omnibus incentive plan and increasing his direct common share holdings.

How many ExlService (EXLS) shares were disposed of for tax withholding?

A total of 3,529 ExlService common shares were disposed of in tax-withholding transactions at a price of $30.0400 per share. These dispositions were used to cover tax liabilities associated with the RSU vesting and conversion, rather than representing open-market sales by the executive.

What is Maurizio Nicolelli’s ExlService (EXLS) share ownership after these transactions?

After the reported RSU conversions and tax-withholding dispositions, Maurizio Nicolelli directly held 248,425 shares of ExlService common stock. This figure reflects his updated ownership position following both the acquisition of shares from vested units and the shares surrendered to satisfy tax obligations.

How do ExlService (EXLS) restricted stock units convert into common stock?

ExlService restricted stock units convert into common stock on a one-for-one basis. Upon vesting, each RSU delivers one share of ExlService common stock. The company’s plan uses the prior day’s Nasdaq closing price to determine tax reporting and withholding amounts tied to these conversions.

What vesting schedules applied to the ExlService (EXLS) RSU grants in this filing?

The filing notes RSU grants from February 2022 and February 2023, each vesting in four equal annual installments beginning on the first anniversary of the grant date. Portions vested in 2023, 2024, 2025, and 2026, with remaining 2023 grant units scheduled to vest on February 15, 2027.