Insider Filing: Genpact CFO Klunk RSU Withholding and Sale Recorded

Rhea-AI Filing Summary

Donald J. Klunk, identified as Chief Accounting Officer, reported two non-derivative transactions in Genpact Limited (G). On 09/02/2025 1,468 shares were withheld for taxes upon vesting of restricted share units at a price of $45.34, leaving 10,135 shares beneficially owned after that transaction. On 09/03/2025 he sold 2,695 shares at $44.77, leaving 7,440 shares beneficially owned following the sale. The filing notes 252 shares were acquired under the Genpact Employee Stock Purchase Plan since his prior Form 4 on March 13, 2025, and he currently holds 673 ESPP shares. The form is signed by an attorney-in-fact on 09/04/2025.

Positive

• Timely disclosure of insider transactions on Form 4
• ESPP participation increased holdings by 252 shares since prior filing, with total ESPP shares reported as 673
• Withholding for taxes shows RSU vesting rather than opportunistic insider selling

Negative

• Open-market sale of 2,695 shares reduced beneficial ownership to 7,440 shares
• Withholding of 1,468 shares reduced outstanding direct holdings following vesting

Insights

Financial Analyst

TL;DR: Routine insider tax withholding and small open-market sale; no material change to control.

The transactions consist of tax withholding on vested restricted share units and a subsequent open-market sale of 2,695 shares. The withheld shares (1,468) reflect compensation settlement rather than a strategic disposition. The sale reduced reported holdings to 7,440 shares, a numeric decline but not indicative of loss of control or a material shift in ownership. For investors, these are standard insider liquidity and tax events rather than operational signals.

Corporate Governance Expert

TL;DR: Disclosure appears complete and timely; transactions align with compensation mechanics.

The Form 4 documents withholding to satisfy tax obligations on vested RSUs and an open-market sale the next day. The filing includes ESPP activity reconciliation, enhancing transparency. There is no indication of rule 10b5-1 reliance or pre-arranged trading plan in the body of the form. From a governance perspective, the recordkeeping and signature by attorney-in-fact meet filing requirements.

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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^*

Klunk Donald J

(Last) (First) (Middle)

C/O GENPACT LLC

521 FIFTH AVENUE, 14TH FLOOR

(Street)

NEW YORK NY 10175

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Genpact LTD [ G ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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 Shares	09/02/2025		F		1,468(1)	D	$45.34	10,135(2)	D
Common Shares	09/03/2025		S		2,695	D	$44.77	7,440	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

Explanation of Responses:

1. Represents shares withheld for payment of taxes upon the vesting of restricted share units granted under the Genpact Limited 2017 Omnibus Incentive Compensation Plan and exempt under Rule 16b-3.

2. Includes 252 shares acquired under the Genpact Employee Stock Purchase Plan ("ESPP") since the reporting person's Form 4 filed on March 13, 2025. The reporting person currently holds a total of 673 shares under the ESPP.

Remarks:

	/s/ Thomas D. Scholtes, as Attorney-in-fact for Donald J. Klunk	09/04/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Genpact (G) insider Donald J. Klunk report on Form 4?

He reported 1,468 shares withheld for taxes upon RSU vesting on 09/02/2025 at $45.34 and an open-market sale of 2,695 shares on 09/03/2025 at $44.77.

How many Genpact shares does Donald J. Klunk beneficially own after these transactions?

Following the reported transactions, he beneficially owned 7,440 shares.

Did the Form 4 disclose Employee Stock Purchase Plan (ESPP) activity for Donald J. Klunk?

Yes. The filing states 252 shares were acquired under the ESPP since his prior Form 4 and that he currently holds 673 ESPP shares.

Were the withheld shares related to compensation or a sale?

The filing explains the 1,468 shares were withheld to pay taxes upon the vesting of restricted share units (RSUs), not sold on the market.

Who signed the Form 4 and when?

The form was signed by Thomas D. Scholtes, as Attorney-in-fact for Donald J. Klunk on 09/04/2025.