EXL president (NASDAQ: EXLS) logs RSU conversion and tax share disposition

Rhea-AI Filing Summary

ExlService Holdings, Inc. President Vivek Jetley reported equity award activity involving restricted stock units and common shares. On February 17, 2026, 5,050 and 4,400 restricted stock units were converted into an equal number of common shares at no exercise price, reflecting scheduled vesting under prior grants. To cover tax withholding obligations, 2,793 and 2,434 common shares were disposed of at a price of $30.04 per share. Following these transactions, Jetley continued to hold a substantial direct position in 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^*

Jetley Vivek

(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)
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)		5,050	A	$0	419,659	D
Common Stock, par value $0.001 per share	02/17/2026		F		2,793	D	$30.04(2)	416,866	D
Common Stock, par value $0.001 per share	02/17/2026		M(1)		4,400	A	$0	421,266	D
Common Stock, par value $0.001 per share	02/17/2026		F		2,434	D	$30.04(2)	418,832	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)			5,050	(3)	(3)	Common Stock, par value $0.001 per share	5,050	$0	0	D
Restricted Stock Units	(1)	02/17/2026		M(1)			4,400	(4)	(4)	Common Stock, par value $0.001 per share	4,400	$0	4,400	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 16, 2022, the reporting person was granted 4,040 (pre-split) restricted stock units, vesting in four 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 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.

4. On February 15, 2023, the reporting person was granted 3,520 (pre-split) restricted stock units, vesting in four 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 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.

Remarks:

Mr. Ayyappan is the Company's General Counsel.

	/s/ Ajay Ayyappan, Attorney-in-Fact	02/19/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did EXLS President Vivek Jetley report on this Form 4?

Vivek Jetley reported RSU conversions into common stock and related tax share dispositions. Two RSU blocks of 5,050 and 4,400 units converted one-for-one into common shares, while smaller share amounts were disposed to satisfy withholding taxes.

How many ExlService (EXLS) restricted stock units vested and converted to common stock?

Two tranches of restricted stock units vested and converted into common stock. Blocks of 5,050 and 4,400 restricted stock units each converted on a one-for-one basis into ExlService common shares, consistent with the award terms described in the equity incentive plan.

Were any ExlService (EXLS) shares sold by Vivek Jetley in the open market?

The Form 4 shows dispositions coded as F, indicating shares delivered for tax withholding. Amounts of 2,793 and 2,434 common shares were used to satisfy tax liabilities, rather than being discretionary open-market sales initiated by the executive.

What price per share was used for the EXLS tax-withholding share dispositions?

The tax-withholding dispositions used a price of $30.04 per share. Footnotes state that, under the company’s 2018 Omnibus Incentive Plan, the prior day’s closing price on the Nasdaq Global Select Market is applied for computing tax reporting and withholding.

How did these insider transactions affect Vivek Jetley’s EXLS share holdings?

After the reported RSU conversions and tax share dispositions, Jetley continued to hold a large direct stake in ExlService common stock. The Form 4 lists hundreds of thousands of shares owned directly following the transactions, indicating an ongoing significant ownership position.

What do the EXLS Form 4 footnotes explain about the restricted stock units?

Footnotes explain that restricted stock units convert into common stock on a one-for-one basis and describe vesting schedules for the 2022 and 2023 grants, each vesting in four annual installments, with specified percentages vesting on stated February anniversary dates.