ExlService (NASDAQ: EXLS) CEO receives 158,628 RSUs and converts prior award

Rhea-AI Filing Summary

ExlService Holdings, Inc. Chairman and CEO Rohit Kapoor reported new equity awards and a vesting-related share conversion. On February 19, 2026, he received a grant of 158,628 restricted stock units, each representing a contingent right to one share of common stock.

These restricted stock units vest in four equal annual installments beginning on February 19, 2027, with vesting accelerated upon certain termination events and upon a Change in Control under the company’s 2025 Omnibus Incentive Plan. On February 20, 2026, 24,236 restricted stock units from a prior 96,944-unit grant converted into an equal number of common shares at no cost, increasing his directly held common stock to 1,288,689 shares and leaving 72,708 restricted stock units outstanding.

Additional common stock is held indirectly through several family trusts, including the 2016 Kapoor Family Trusts, the Rohit Kapoor Spousal Lifetime Access Trust, the Shikha Kapoor 2005 Family Trust, and the Rohit Kapoor 2016 Family Trust, as well as shares owned by Rohit Kapoor personally.

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)
02/19/2026

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								885,670	I	See Footnote(1)
Common Stock, par value $0.001 per share								420,000	I	See Footnote(2)
Common Stock, par value $0.001 per share								420,000	I	See Footnote(3)
Common Stock, par value $0.001 per share								665,925	I	See Footnote(4)
Common Stock, par value $0.001 per share								201,095	I	See footnote(5)
Common Stock, par value $0.001 per share	02/20/2026		M(6)		24,236	A	$0	1,288,689	D(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	(8)	02/19/2026		A		158,628		(9)	(9)	Common Stock, par value $0.001 per share	158,628	$0	158,628	D
Restricted Stock Units	(6)	02/20/2026		M(6)			24,236	(10)	(10)	Common Stock, par value $0.001 per share	24,236	$0	72,708	D

Explanation of Responses:

1. Owned by the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2005 GRAT.

2. Owned by the Rohit Kapoor Spousal Lifetime Access Trust.

3. Owned by the Shikha Kapoor 2005 Family Trust.

4. Owned by the Rohit Kapoor 2016 Family Trust

5. Owned by the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2013 GRAT.

6. 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.

7. Owned by Rohit Kapoor.

8. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock upon settlement.

9. 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).

10. On June 17, 2025, the reporting person was granted 96,944 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:

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 insider transactions did EXLS CEO Rohit Kapoor report on this Form 4?

Rohit Kapoor reported a grant of 158,628 restricted stock units and the conversion of 24,236 previously granted units into common stock. These transactions increased his equity-based exposure to ExlService Holdings through both new awards and additional directly held shares.

How many restricted stock units did EXLS grant to its CEO and how do they vest?

ExlService granted its CEO 158,628 restricted stock units. They vest in four equal annual installments beginning February 19, 2027, with vesting accelerating upon certain termination events and upon a Change in Control as defined in the 2025 Omnibus Incentive Plan.

What is the conversion ratio for EXLS restricted stock units reported in this filing?

Each restricted stock unit converts into one share of ExlService common stock. The filing states that restricted stock units convert to common stock on a one-for-one basis upon settlement, directly linking the number of units held to an equal number of potential shares.

How many EXLS common shares does the CEO hold directly after these transactions?

After the reported vesting-related conversion, Rohit Kapoor directly holds 1,288,689 shares of ExlService common stock. This includes 24,236 shares received when an equal number of restricted stock units from a prior grant vested and converted into common shares at no cost.

What prior EXLS restricted stock unit grant is referenced and how does it vest?

A prior grant of 96,944 restricted stock units awarded on June 17, 2025 is referenced. It vests in four equal annual installments on February 20 of 2026, 2027, 2028, and 2029, with 25% (24,236 units) having vested and converted on February 20, 2026.

Does the EXLS CEO hold any shares indirectly through family trusts?

Yes. The filing notes common stock ownership by several family-related trusts, including 2016 Kapoor Family Trusts, the Rohit Kapoor Spousal Lifetime Access Trust, the Shikha Kapoor 2005 Family Trust, and the Rohit Kapoor 2016 Family Trust, in addition to shares owned by Rohit Kapoor.