Genpact Form 4: 2,020 RSUs Awarded to Director Thimaya K. Subaiya

Rhea-AI Filing Summary

Genpact director Thimaya K. Subaiya received an award of unvested restricted share units (RSUs) under the Genpact Limited 2017 Omnibus Incentive Compensation Plan reported on 08/12/2025. Each RSU converts one-for-one into a common share and the filing shows the reporting person as beneficially owning 2,020 shares following the award. The RSUs fully vest on December 31, 2025 subject to continued service and will be settled in common shares on December 31, 2026. The Form 4 indicates a compensatory grant (price shown as $0) and was filed by a single reporting person.

Insights

Corporate Governance Expert

Routine director equity award aligning governance incentives; not materially unusual on its face.

The Form 4 documents a standard compensatory grant of 2,020 RSUs to a board director, awarded under the company's 2017 Omnibus Incentive Compensation Plan. The award vests on a fixed service date and will be settled in shares one year after vesting, which is a common retention structure. From a governance perspective, such awards align the director's economic interests with shareholders without immediate cash outlay. The filing shows the grant price as $0, consistent with restricted units rather than a purchased stake.

Securities Analyst

Compensatory RSU grant will convert to 2,020 shares on settlement; impact appears immaterial absent further context.

The disclosure confirms the instrument is a non-derivative RSU award that will convert one-for-one into common shares. Key dates: transaction date 08/12/2025, full vesting 12/31/2025, and settlement in shares 12/31/2026. The filing reports ownership of 2,020 shares following the grant and lists a price of $0, indicating no cash purchase. This will increase issued shares upon settlement by the stated amount, but the filing does not provide outstanding share count to assess dilution magnitude.

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^*

Subaiya Thimaya K.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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	08/12/2025		A		2,020(1)	A	$0	2,020	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 an award of unvested restricted share units (RSUs) granted under the Genpact Limited 2017 Omnibus Incentive Compensation Plan. Each RSU entitles the holder to receive one common share at a future date. Subject to the reporting person's continued service, the RSUs will fully vest on December 31, 2025 and will be settled in common shares on December 31, 2026.

Remarks:

	/s/ Thomas D. Scholtes, as Attorney-in-fact for Thimaya K. Subaiya	08/13/2025
	** 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 did Genpact (G) reporting person Thimaya K. Subaiya receive?

The Form 4 reports an award of 2,020 unvested restricted share units (RSUs) granted under the Genpact Limited 2017 Omnibus Incentive Compensation Plan.

When do the RSUs vest and when will they be settled into shares?

The RSUs are scheduled to fully vest on December 31, 2025 and will be settled into common shares on December 31, 2026, subject to continued service.

What is the transaction date reported on the Form 4 for Genpact (G)?

The transaction date shown in the filing is 08/12/2025.

Does the Form 4 indicate a purchase price for the RSUs?

The filing shows a price of $0, indicating these are compensatory RSUs rather than shares purchased for cash.

How was the Form 4 filed and what is the reporting person's relationship to Genpact?

The Form 4 was filed by one reporting person and lists Thimaya K. Subaiya as a Director of Genpact.