Nicolelli Maurizio 4

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.