ExlService (NASDAQ: EXLS) CEO reports RSU conversion and trust holdings

Rhea-AI Filing Summary

ExlService Holdings, Inc. Chairman & CEO Rohit Kapoor reported an exercise and conversion of 33,525 restricted stock units into 33,525 shares of common stock at a price of $0.0000 per share on February 28, 2026.

After this transaction, Kapoor directly holds 67,050 restricted stock units and 1,322,214 shares of common stock. The filing also reports indirect ownership of common shares through several family trusts, including 420,000 shares held by the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2013 GRAT and 201,095 shares held by the Rohit Kapoor 2016 Family Trust.

A footnote explains that on February 28, 2024, Kapoor was granted 134,100 restricted stock units, vesting in four equal annual installments: 25% vested on February 28, 2025, another 25% vested on February 28, 2026, with the remaining installments scheduled for February 28, 2027 and February 28, 2028.

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)
02/28/2026

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	02/28/2026		M(1)		33,525	A	$0	1,322,214	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)	02/28/2026		M(1)			33,525	(8)	(8)	Common Stock, par value $0.001 per share	33,525	$0	67,050	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 28, 2024, the reporting person was granted 134,100 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date. 25 percent of the restricted stock units became vested on February 28, 2025, an additional 25 percent of the restricted stock units became vested on February 28, 2026, an additional 25 percent of the restricted stock units will vest on February 28, 2027, and the remaining balance of 25 percent of the restricted stock units will vest on February 28, 2028.

Remarks:

Mr. Ayyappan is the Company's General Counsel.

	/s/ Ajay Ayyappan, Attorney-in-Fact	03/03/2026
	** 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 Chairman & CEO Rohit Kapoor report?

Rohit Kapoor reported exercising and converting 33,525 restricted stock units into 33,525 shares of ExlService common stock at $0.0000 per share. This was recorded as a derivative exercise/conversion on February 28, 2026, increasing his directly held common share position.

How many ExlService (EXLS) restricted stock units did Rohit Kapoor convert and what remains?

Kapoor converted 33,525 restricted stock units into an equal number of ExlService common shares. Following this transaction, he continues to hold 67,050 restricted stock units, reflecting remaining equity awards that may convert into common stock according to their vesting terms and grant conditions.

How many ExlService (EXLS) common shares does Rohit Kapoor now hold directly?

After the reported RSU conversion, Rohit Kapoor directly holds 1,322,214 shares of ExlService common stock. This figure reflects his direct ownership position following the February 28, 2026 transaction, as disclosed in the Form 4 filing data for the non-derivative security.

What indirect ExlService (EXLS) shareholdings are reported through Kapoor family trusts?

The filing reports indirect ownership of ExlService common stock through several family trusts. Examples include 420,000 shares held by the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2013 GRAT and 201,095 shares held by the Rohit Kapoor 2016 Family Trust, as indicated in footnotes.

What is the vesting schedule of Rohit Kapoor’s 134,100 ExlService restricted stock units granted in 2024?

Kapoor received 134,100 restricted stock units on February 28, 2024, vesting in four equal annual installments. Twenty-five percent vested on February 28, 2025, another 25% on February 28, 2026, with additional 25% installments scheduled for February 28, 2027, and February 28, 2028.

Are Rohit Kapoor’s ExlService (EXLS) indirect holdings treated differently from his direct holdings?

The data distinguishes between direct and indirect holdings, listing direct shares under Kapoor’s name and separate indirect positions held by various family trusts. Footnotes specify that certain blocks of shares are owned by named trusts, clarifying the ownership structure without altering the total reported interests.