ExlService (NASDAQ: EXLS) president granted 45,324 RSUs and settles taxes in stock

Rhea-AI Filing Summary

ExlService Holdings, Inc. President Vikas Bhalla reported equity compensation and related tax transactions in company stock. On February 19, 2026, he was granted 45,324 restricted stock units (RSUs), each representing a right to receive one share of common stock, vesting in four equal annual installments starting February 19, 2027, with potential acceleration upon certain terminations or a Change in Control.

On February 20, 2026, 6,849 RSUs were converted into an equal number of common shares at no cost, increasing his direct holdings to 162,124 shares before tax settlement. On the same date, 2,672 shares of common stock were disposed of at $30.41 per share to cover tax liabilities, leaving 159,452 common shares held directly.

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^*

Bhalla Vikas

(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)
02/19/2026

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)		6,849	A	$0	162,124	D
Common Stock, par value $0.001 per share	02/20/2026		F		2,672	D	$30.41(2)	159,452	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		45,324		(4)	(4)	Common Stock, par value $0.001 per share	45,324	$0	45,324	D
Restricted Stock Units	(1)	02/20/2026		M(1)			6,849	(5)	(5)	Common Stock, par value $0.001 per share	6,849	$0	20,547	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 27,396 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
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FAQ

What equity awards did EXLS President Vikas Bhalla receive in this Form 4?

Vikas Bhalla received a grant of 45,324 restricted stock units of ExlService Holdings, Inc. Each RSU represents a contingent right to one common share, providing significant stock-based compensation tied to future vesting and continued employment or qualifying termination events.

How do the new EXLS restricted stock units for Vikas Bhalla vest over time?

The 45,324 restricted stock units vest in four equal annual installments, beginning on February 19, 2027. Vesting may accelerate upon certain termination of employment events and upon a defined Change in Control under the company’s 2025 Omnibus Incentive Plan.

What stock did Vikas Bhalla acquire through RSU conversion in EXLS shares?

On February 20, 2026, 6,849 restricted stock units converted into 6,849 shares of ExlService common stock at $0.00 per share. This derivative exercise increased his directly held common stock before subsequent tax-withholding dispositions.

Why did Vikas Bhalla dispose of EXLS shares at $30.41 per share?

On February 20, 2026, he disposed of 2,672 shares of ExlService common stock at $30.41 per share. The transaction is coded F, indicating shares were withheld to satisfy tax liabilities associated with equity compensation, not an open-market sale.

How many EXLS common shares does Vikas Bhalla hold after these Form 4 transactions?

After the reported transactions, Vikas Bhalla directly holds 159,452 shares of ExlService common stock. This reflects RSU conversion increasing his stake and a smaller number of shares disposed of to cover tax obligations related to his equity awards.

What earlier RSU grant to Vikas Bhalla is referenced in this EXLS filing?

The filing notes a June 17, 2025 grant of 27,396 restricted stock units. These vest in four equal annual installments starting February 20, 2026, then annually through February 20, 2029, further aligning his compensation with ExlService’s long-term performance.