EXlService (NASDAQ: EXLS) EVP reports 27,192 RSU grant and tax share disposition

Rhea-AI Filing Summary

ExlService Holdings Executive Vice President Narasimha Kini reported equity transactions involving restricted stock units and common stock. On February 19, 2026, he received a grant of 27,192 restricted stock units, each representing a right to one share of common stock that will vest in four equal annual installments beginning on February 19, 2027, with potential acceleration upon certain employment terminations or a change in control. On February 20, 2026, 4,215 restricted stock units were converted into the same number of common shares, and 2,152 common shares were disposed of at $30.41 per share to cover tax obligations. After these transactions, Kini directly held 209,014 shares of common stock and 12,645 restricted stock units from this award, alongside an earlier grant of 16,860 restricted stock units from June 17, 2025 that vests in four annual installments starting on February 20, 2026.

Insider Trade Summary

4,215 shares exercised/converted

Mixed 4 txns

Insider Kini Narasimha

Role Executive Vice President

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	4,215	$0.00	--
Exercise	Common Stock, par value $0.001 per share	4,215	$0.00	--
Tax Withholding	Common Stock, par value $0.001 per share	2,152	$30.41	$65K
Grant/Award	Restricted Stock Units	27,192	$0.00	--

Holdings After Transaction: Restricted Stock Units — 12,645 shares (Direct); Common Stock, par value $0.001 per share — 211,166 shares (Direct)

Footnotes (1)

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. 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. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock upon settlement. The restricted stock units will vest in four equal annual installments, beginning on February 19, 2027. Vesting will be accelerated upon certain termination of employment events and upon a "Change in Control" (as defined in the ExlService Holdings, Inc. 2025 Omnibus Incentive Plan). On June 17, 2025, the reporting person was granted 16,860 restricted stock units, vesting in four equal annual installments beginning on February 20, 2026. 25 percent of the restricted stock units became vested on February 20, 2026, an additional 25 percent of the restricted stock units will vest on February 20, 2027, an additional 25 percent of the restricted stock units will vest on February 20, 2028, and the remaining balance of 25 percent of the restricted stock units will vest on February 20, 2029.

Form 4 Insider Transactions: What Each Field Means →

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^*

Kini Narasimha

(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

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/20/2026		M(1)		4,215	A	$0	211,166	D
Common Stock, par value $0.001 per share	02/20/2026		F		2,152	D	$30.41(2)	209,014	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	(3)	02/19/2026		A		27,192		(4)	(4)	Common Stock, par value $0.001 per share	27,192	$0	27,192	D
Restricted Stock Units	(1)	02/20/2026		M(1)			4,215	(5)	(5)	Common Stock, par value $0.001 per share	4,215	$0	12,645	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. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock upon settlement.

4. The restricted stock units will vest in four equal annual installments, beginning on February 19, 2027. Vesting will be accelerated upon certain termination of employment events and upon a "Change in Control" (as defined in the ExlService Holdings, Inc. 2025 Omnibus Incentive Plan).

5. On June 17, 2025, the reporting person was granted 16,860 restricted stock units, vesting in four equal annual installments beginning on February 20, 2026. 25 percent of the restricted stock units became vested on February 20, 2026, an additional 25 percent of the restricted stock units will vest on February 20, 2027, an additional 25 percent of the restricted stock units will vest on February 20, 2028, and the remaining balance of 25 percent of the restricted stock units will vest on February 20, 2029.

Remarks:

Note: On February 19, 2026, the reporting person was also granted performance-based restricted stock units that are subject to material conditions beyond the reporting person's control, and, therefore, are not considered derivative securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and are excluded from this report. Remarks: Mr. Ayyappan is the Company's General Counsel.

	/s/ Ajay Ayyappan, Attorney-in-Fact	02/23/2026
	** 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).
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FAQ

What equity award did EXLS Executive Vice President Narasimha Kini receive?

Narasimha Kini received a grant of 27,192 restricted stock units. Each unit represents a contingent right to one share of ExlService common stock, vesting in four equal annual installments beginning on February 19, 2027, with possible acceleration upon certain termination or change-in-control events.

How do Narasimha Kini’s new restricted stock units in EXLS vest over time?

The 27,192 restricted stock units vest in four equal annual installments starting on February 19, 2027. Remaining installments vest on the next three anniversaries, and vesting may accelerate upon certain employment terminations or a defined change in control under the company’s 2025 Omnibus Incentive Plan.

What RSU conversion and related tax transaction did EXLS report for Narasimha Kini?

On February 20, 2026, 4,215 restricted stock units converted into an equal number of common shares at $0.00 per share. On the same date, 2,152 common shares were disposed of at $30.41 per share to satisfy tax withholding obligations associated with the equity award.

How many EXLS common shares does Narasimha Kini hold after these transactions?

Following the reported transactions, Narasimha Kini directly holds 209,014 shares of ExlService common stock. This figure reflects the RSU conversion and the tax-withholding share disposition reported for February 20, 2026, as disclosed in the insider transaction report.

What earlier EXLS restricted stock unit grant does Narasimha Kini have outstanding?

On June 17, 2025, Kini was granted 16,860 restricted stock units. These vest in four equal annual installments beginning on February 20, 2026, with 25% vesting each year on February 20 through February 20, 2029, subject to the original award terms.

At what price were EXLS shares used to cover Narasimha Kini’s tax obligations?

To cover tax obligations related to his equity award, 2,152 shares of ExlService common stock were disposed of at $30.41 per share. The company’s plan uses the prior day’s Nasdaq closing price for tax reporting and withholding calculations, according to the disclosure.