Nicolelli Maurizio 4
4 · ExlService Holdings, Inc. · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
EXLS CFO Maurizio Nicolelli Exercises RSUs, Sells Shares for Taxes
What Happened
- Maurizio Nicolelli, Executive Vice President & Chief Financial Officer of ExlService Holdings (EXLS), had restricted stock units (RSUs) convert into common stock on Feb 17, 2026. A total of 8,965 shares were issued on conversion.
- To satisfy tax withholding, 3,529 shares were surrendered/sold at $30.04 per share (the prior-day Nasdaq closing price), producing proceeds of $57,406 (1,911 shares) and $48,605 (1,618 shares), for a combined $106,011. Net shares received by Nicolelli after withholding were 5,436 shares.
- The filing shows derivative conversion entries (code M) for the RSUs and withholding/sale entries (code F) for tax payment — this is a routine cashless/net-settlement of vested RSUs, not an open-market investment decision.
Key Details
- Transaction date: February 17, 2026; Form 4 filed Feb 19, 2026 (filed two days after the transaction).
- Price used for tax withholding/sale: $30.04 per share (per company plan, based on prior-day Nasdaq close).
- Shares converted (RSUs to common stock): 8,965; shares withheld/sold for taxes: 3,529; net shares received: 5,436.
- Footnotes: F1–F2 confirm RSUs convert one-for-one and withholding uses prior-day close; F3–F4 describe the original RSU grants and vesting schedules (grants from 2022 and 2023 with staggered vesting).
- Shares owned after transaction: not specified in the provided excerpt of the filing.
Context
- This was a standard RSU vesting and net-settlement to cover tax obligations (codes M for conversion/exercise and F for tax withholding). Such withholding/sales are common and typically do not signal a deliberate market sell decision by the insider.
- No indication in the filing that this was part of a 10b5-1 plan or that the filing was late.
Insider Transaction Report
Form 4
Nicolelli Maurizio
Executive Vice President & CFO
Transactions
- Exercise/Conversion
Common Stock, par value $0.001 per share
[F1]2026-02-17+4,855→ 247,844 total - Tax Payment
Common Stock, par value $0.001 per share
[F2]2026-02-17$30.04/sh−1,911$57,406→ 245,933 total - Exercise/Conversion
Common Stock, par value $0.001 per share
[F1]2026-02-17+4,110→ 250,043 total - Tax Payment
Common Stock, par value $0.001 per share
[F2]2026-02-17$30.04/sh−1,618$48,605→ 248,425 total - Exercise/Conversion
Restricted Stock Units
[F1][F3]2026-02-17−4,110→ 4,110 total→ Common Stock, par value $0.001 per share (4,110 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F4]2026-02-17−4,855→ 0 total→ Common Stock, par value $0.001 per share (4,855 underlying)
Footnotes (4)
- [F1]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.
- [F2]Pursuant to the ExlService Holdings, Inc. 2018 Omnibus Incentive Plan, pursuant to which such restricted stock units 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.
- [F3]On February 15, 2023, the reporting person was granted 3,288 (pre-split) restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date. 25 percent of the restricted stock units became vested on February 15, 2024, an additional 25 percent of the restricted stock units became vested on February 15, 2025, an additional 25 percent of the restricted stock units became vested on February 15, 2026, and the remaining balance of 25 percent of the restricted stock units will vest on February 15, 2027.
- [F4]On February 16, 2022, the reporting person was granted 3,884 (pre-split) restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date. 25 percent of the restricted stock units became vested on February 16, 2023, an additional 25 percent of the restricted stock units became vested on February 16, 2024, an additional 25 percent of the restricted stock units became vested on February 16, 2025, and the remaining balance of 25 percent of the restricted stock units became vested on February 16, 2026.
Signature
/s/ Ajay Ayyappan, Attorney-in-Fact|2026-02-19