EXL (EXLS) CEO Rohit Kapoor converts 57,575 RSUs to common shares

Rhea-AI Filing Summary

ExlService Holdings, Inc. Chairman and CEO Rohit Kapoor reported the conversion of restricted stock units into common stock. On February 17, 2026, he exercised RSUs covering 26,120 and 31,455 units at a price of $0.0000 per share, receiving an equal number of common shares on a one-for-one basis.

Following these conversions, Kapoor directly held 1,264,453 shares of common stock. The filing also lists additional indirect holdings, including shares owned by several Kapoor family trusts, as described in the footnotes.

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^*

Kapoor Rohit

(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)

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

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)		31,455	A	$0	1,238,333	D(2)
Common Stock, par value $0.001 per share	02/17/2026		M(1)		26,120	A	$0	1,264,453	D(2)
Common Stock, par value $0.001 per share								885,670	I	See Footnote(3)
Common Stock, par value $0.001 per share								420,000	I	See Footnote(4)
Common Stock, par value $0.001 per share								420,000	I	See Footnote(5)
Common Stock, par value $0.001 per share								665,925	I	See Footnote(6)
Common Stock, par value $0.001 per share								201,095	I	See footnote(7)

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)			26,120	(8)	(8)	Common Stock, par value $0.001 per share	26,120	$0	26,120	D
Restricted Stock Units	(1)	02/17/2026		M(1)			31,455	(9)	(9)	Common Stock, par value $0.001 per share	31,455	$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. Owned by Rohit Kapoor.

3. Owned by the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2005 GRAT.

4. Owned by the Rohit Kapoor Spousal Lifetime Access Trust.

5. Owned by the Shikha Kapoor 2005 Family Trust.

6. Owned by the Rohit Kapoor 2016 Family Trust

7. Owned by the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2013 GRAT.

8. On February 15, 2023, the reporting person was granted 20,896 (pre-split) restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date. Twenty-five percent of the restricted stock units became vested on February 15, 2024, an additional twenty-five percent of the restricted stock units became vested on February 15, 2025, an additional twenty-five percent of the restricted stock units became vested on February 15, 2026, and the remaining balance of twenty-five percent of the restricted stock units will vest on February 15, 2027.

9. On February 16, 2022, the reporting person was granted 25,164 (pre-split) restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date. Twenty-five percent of the restricted stock units became vested on February 16, 2023, an additional twenty-five percent of the restricted stock units became vested on February 16, 2024, an additional twenty-five percent of the restricted stock units became vested on February 16, 2025, and the remaining balance of twenty-five 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 transaction did EXLS CEO Rohit Kapoor report on this Form 4?

Rohit Kapoor reported converting restricted stock units into common stock. On February 17, 2026, he exercised 26,120 and 31,455 RSUs at $0.0000 per share, receiving the same number of ExlService Holdings common shares on a one-for-one basis.

How many EXLS restricted stock units did Rohit Kapoor convert to common shares?

Rohit Kapoor converted a total of 57,575 restricted stock units to common shares. The transactions involved 26,120 RSUs and 31,455 RSUs, each converting into ExlService Holdings common stock on a one-for-one basis as described in the filing footnotes.

What is Rohit Kapoor’s direct common stock ownership in EXLS after these transactions?

After the reported RSU conversions, Rohit Kapoor directly held 1,264,453 shares of ExlService Holdings common stock. This figure reflects his direct ownership only, separate from additional indirect holdings through various Kapoor family trusts noted in the footnotes.

Were there any open-market buys or sells by EXLS CEO Rohit Kapoor in this Form 4?

The Form 4 does not show open-market purchases or sales. It reports derivative exercises coded “M,” where restricted stock units were converted into ExlService Holdings common stock at $0.0000 per share, reflecting equity compensation rather than trading activity.

How do the EXLS RSU conversion terms work for Rohit Kapoor’s awards?

The RSUs convert into ExlService Holdings common stock on a one-for-one basis. Footnotes describe grants from 2022 and 2023 that vest in four equal annual installments, with specified portions becoming vested on February 15 or 16 of each year through 2027.

What indirect EXLS shareholdings related to Rohit Kapoor are disclosed?

The filing lists indirect ownership of ExlService Holdings common stock through several Kapoor family trusts. Footnotes identify the 2016 Kapoor Family Trusts, the Rohit Kapoor Spousal Lifetime Access Trust, and other family trusts as holding additional EXLS shares associated with the reporting person.