EXL (EXLS) CFO Nicolelli converts RSUs, disposes shares for tax withholding

Rhea-AI Filing Summary

ExlService Holdings Executive Vice President & CFO Maurizio Nicolelli reported equity transactions tied to previously granted restricted stock units. On February 27, 2026, 5,587 restricted stock units converted into an equal number of common shares at no cost, increasing his direct common stock holdings.

On the same date, 2,199 common shares were disposed of at $30.99 per share to satisfy tax withholding obligations, a non–open-market transaction. After these movements, Nicolelli directly held 254,369 shares of ExlService Holdings 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)
02/27/2026

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	02/27/2026		M(1)		5,587	A	$0	256,568	D
Common Stock, par value $0.001 per share	02/27/2026		F		2,199	D	$30.99(2)	254,369	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)	02/27/2026		M(1)			5,587	(3)	(3)	Common Stock, par value $0.001 per share	5,587	$0	11,174	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 27, 2024, the reporting person was granted 22,348 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 27, 2025, an additional 25 percent of the restricted stock units became vested on February 27, 2026, an additional 25 percent of the restricted stock units will vest on February 27, 2027, and the remaining balance of 25 percent of the restricted stock units will vest on February 27, 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.
* 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 transactions did EXLS CFO Maurizio Nicolelli report on this Form 4?

Maurizio Nicolelli reported the conversion of 5,587 restricted stock units into common stock and the disposition of 2,199 common shares to cover tax withholding. Both transactions occurred on February 27, 2026, and reflect vesting-related equity activity rather than open-market trading.

How many ExlService (EXLS) shares does CFO Maurizio Nicolelli hold after these transactions?

After the reported transactions, Maurizio Nicolelli directly holds 254,369 shares of ExlService common stock. This figure reflects the addition of 5,587 shares from restricted stock unit conversion and the tax-withholding disposition of 2,199 shares executed on February 27, 2026.

What is the nature of the 2,199 EXLS shares disposed of by the CFO?

The 2,199 ExlService common shares were disposed of to pay tax liabilities associated with the restricted stock unit vesting. The Form 4 classifies this as a tax-withholding disposition at a price of $30.99 per share, not as an open-market sale by the CFO.

How do EXLS restricted stock units convert into common stock for the CFO?

Restricted stock units in ExlService convert into common stock on a one-for-one basis, as noted in the footnotes. For this filing, 5,587 units converted into 5,587 common shares for Maurizio Nicolelli upon vesting, with some shares then used to cover related tax obligations.

What vesting schedule applies to the EXLS restricted stock units granted on February 27, 2024?

The 22,348 restricted stock units granted on February 27, 2024 vest in four equal annual installments. Twenty-five percent vested on February 27, 2025, another 25 percent vested on February 27, 2026, with additional 25 percent tranches scheduled for February 27, 2027 and February 27, 2028.