AYYAPPAN AJAY 4

What Happened

• Ayyappan Ajay, Executive Vice President & General Counsel and Corporate Secretary of ExlService Holdings (EXLS), had 20,173 shares of common stock vest from performance restricted stock units (PRSUs) earned for the 2023–2025 performance period. On Jan 26, 2026, 11,157 of those shares were surrendered to cover tax withholding (3,848 and 7,309 shares) and on Jan 27, 2026, he sold 8,114 shares in open-market transactions (5,316 and 2,798 shares).
• The reported dollar amounts: tax-withholding share dispositions are reported as $164,079 and $311,656; open-market sales produced $226,089 and $118,999. Total value associated with the disposed shares is approximately $820,823. Net remaining from this earned award = 20,173 − 19,271 = 902 shares retained.

Key Details

• Transaction dates and prices:
  • 2026-01-26: Awarded 6,957 shares and 13,216 shares (total 20,173) at $0.00 (PRSUs deemed earned).
  • 2026-01-26: 3,848 shares and 7,309 shares withheld/used to pay tax liability at $42.64 (codes F).
  • 2026-01-27: Sold 5,316 shares and 2,798 shares in the open market at $42.53 (codes S).
• Amounts reported for disposals: $164,079; $311,656; $226,089; $118,999 (total ≈ $820,823).
• Shares remaining from this PRSU vesting after withholding and sales: 902 shares.
• Footnotes:
  • These shares were earned under PRSUs granted Feb 15, 2023, based on performance through Dec 31, 2025.
  • Tax withholding calculations used the prior-day Nasdaq closing price per the 2018 Omnibus Incentive Plan.
  • At least one open-market sale was executed pursuant to a 10b5-1 trading plan entered by the reporting person on Aug 11, 2025.
• Filing timeliness: Form 4 was filed Jan 28, 2026 covering Jan 26–27 transactions; this appears timely (Form 4 is due within two business days of the transaction).

Context

• This filing reflects earned PRSUs being delivered to the executive and a mix of shares withheld to cover taxes and voluntary open-market sales. Withholding to cover tax liabilities (code F) and sales under a pre-existing 10b5-1 plan are common, routine outcomes when restricted or performance shares vest.
• No options were exercised here; the primary events were grant vesting (award) and subsequent share disposition for taxes and liquidity. These actions are informational—do not necessarily indicate a view on the company's prospects.