Nicolelli Maurizio 4

4 · ExlService Holdings, Inc. · Filed Jan 28, 2026

AI-generated summary of this filing

Updated Jan 29, 2026

ExlService (EXLS) CFO Nicolelli Receives Stock Award

What Happened

Nicolelli Maurizio, Executive Vice President & CFO, had performance-based restricted stock units (PRSUs) from Feb 15, 2023 vest based on achieved performance targets for the period ending Dec 31, 2025. On Jan 26, 2026 she was issued a total of 33,232 shares (11,458 + 21,774) at $0.00 as the PRSUs were deemed earned.
To satisfy tax withholding obligations, 13,078 of those shares (4,509 + 8,569) were surrendered (code F) at $42.64 per share, resulting in withholding of approximately $557,646 (reported values: $192,264 and $365,382). These were not open-market sales but shares withheld to cover taxes.

Key Details

Transaction date: January 26, 2026; Form 4 filed January 28, 2026 (appears timely).
Acquired (award): 33,232 shares @ $0.00 (total from vested PRSUs).
Disposed (tax withholding): 13,078 shares @ $42.64, total ~$557,646 (two entries: 4,509 shares ~$192,264; 8,569 shares ~$365,382).
Shares owned after the transaction: not specified in the provided filing details.
Footnotes: (F1) PRSUs were granted Feb 15, 2023 and deemed earned after the Compensation Committee certified performance for the period ending 12/31/2025. (F2) Withholding value computed using the Nasdaq prior-day closing price per the 2018 Omnibus Incentive Plan.
Transaction codes: A = award/grant; F = shares surrendered to satisfy tax withholding (cashless withholding), not an open-market sale.

Context

This is a routine vesting of performance-based compensation and a tax-withholding transaction, not a discretionary open-market sale or purchase by the insider. Such awards reflect company compensation outcomes rather than a direct signal of the insider’s personal buying/selling intent.

Form 4

Period: 2026-01-26

Executive Vice President & CFO

Transactions

Award
Common Stock, par value $0.001 per share
[F1]
2026-01-26+11,458→ 234,293 total
Tax Payment
Common Stock, par value $0.001 per share
[F1][F2]
2026-01-26$42.64/sh−4,509$192,264→ 229,784 total
Award
Common Stock, par value $0.001 per share
[F1]
2026-01-26+21,774→ 251,558 total
Tax Payment
Common Stock, par value $0.001 per share
[F1][F2]
2026-01-26$42.64/sh−8,569$365,382→ 242,989 total

Footnotes (2)

[F1]The reporting person's shares of common stock, par value $0.001 per share (the "Common Stock") reported in this report were earned pursuant to the performance restricted stock units ("PRSUs") of ExlService Holdings, Inc. (the "Company") granted on February 15, 2023. Such shares of Common Stock were deemed earned on January 26, 2026, based on the Compensation and Talent Management Committee of the Board of Directors administering the award certifying the achievement of performance targets applicable to the PRSUs for the performance period ending on December 31, 2025.
[F2]Pursuant to the ExlService Holdings, Inc. 2018 Omnibus Incentive Plan, pursuant to which such PRSUs 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.

Signature

/s/ Ajay Ayyappan, Attorney-in-Fact|2026-01-28

1 file