ExlService (NASDAQ: EXLS) CFO settles 6,960 RSUs into 5,315 shares

Rhea-AI Filing Summary

ExlService Holdings Executive Vice President & CFO Maurizio Nicolelli reported the settlement of previously vested equity awards. On January 21, 2026, 6,960 restricted stock units that had vested as of March 31, 2024 were converted into 5,315 shares of common stock at a reference price of $41.64 per share, with the share amount reduced under U.S. tax rules due to an administrative delay in settlement. These awards stem from a March 31, 2022 grant of 20,885 restricted stock units under a share matching plan, vesting 33% on March 31, 2024 and 67% on March 31, 2025. Following this transaction, Nicolelli directly beneficially owned 222,835 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^*

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)
01/21/2026

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	01/21/2026		M		5,315(1)	A	$41.64	222,835	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	(2)	01/21/2026		M			6,960	(3)	(3)	Common Stock, par value $0.001 per share	6,960	$0	0	D

Explanation of Responses:

1. Represents the shares of common stock of ExlService Holdings, Inc. (the "Company") issued in respect of the reporting person's restricted stock units that vested as of March 31, 2024, but which were settled as of January 21, 2026. Due to administrative delay in settlement, the number of shares of common stock issued to the reporting person was reduced based on applicable U.S. tax rules and regulations.

2. Represents restricted stock units received under a share matching plan in connection with the officer's purchase of common stock, par value $0.001 per share of ExlService Holdings, Inc.

3. On March 31, 2022, the reporting person was granted 20,885 restricted stock units, after adjustment for the 5-for-1 forward stock split, effective August 1, 2023, vesting in two installment installments beginning on the second anniversary of the grant date. 33% of the restricted stock units became vested on March 31, 2024, and the remaining balance of 67% of the restricted stock units became vested on March 31, 2025. This transaction represents the settlement, as of January 21, 2026, of the shares that vested in 2024.

Remarks:

Mr. Ayyappan is the Company's General Counsel.

	/s/ Ajay Ayyappan, Attorney-in-Fact	01/23/2026
	** 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).
** 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 Executive Vice President & CFO Maurizio Nicolelli report?

He reported the settlement of equity awards, where 6,960 restricted stock units were converted into 5,315 shares of ExlService common stock on January 21, 2026, reflected as an "M" (exercise/settlement) transaction.

Was this EXLS Form 4 a sale of shares by the CFO?

The filing shows an "M" transaction code, indicating settlement of restricted stock units into common shares. It does not report an open-market sale; instead it reflects delivery of 5,315 shares in respect of previously vested units, adjusted for tax-related reductions.

How many EXLS shares does Maurizio Nicolelli own after this transaction?

After the reported settlement, Maurizio Nicolelli beneficially owned 222,835 shares of ExlService common stock, held with direct ownership status.

What grant and vesting schedule underlies the EXLS restricted stock units in this Form 4?

The filing explains that on March 31, 2022, Nicolelli was granted 20,885 restricted stock units (after a 5-for-1 stock split). 33% vested on March 31, 2024 and 67% vested on March 31, 2025, with the January 21, 2026 transaction settling the portion that vested in 2024.

Why were fewer EXLS shares issued than the vested restricted stock units?

The footnotes state that due to an administrative delay in settlement, the number of shares of common stock issued upon settlement of the vested restricted stock units was reduced based on applicable U.S. tax rules and regulations, resulting in delivery of 5,315 shares.

What is the role of Maurizio Nicolelli at ExlService Holdings (EXLS)?

According to the filing, Maurizio Nicolelli serves as Executive Vice President & Chief Financial Officer of ExlService Holdings, Inc. and is the reporting person for this Form 4 transaction.