AYYAPPAN AJAY 4
4 · ExlService Holdings, Inc. · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
ExlService (EXLS) EVP Ayyappan Ajay Exercises RSUs and Sells Shares
What Happened
- Ayyappan Ajay, EVP & General Counsel and Corporate Secretary of ExlService Holdings (EXLS), converted restricted stock units (RSUs) into 5,410 shares on February 17, 2026 (two conversions: 2,915 and 2,495 shares). These conversions were recorded as derivative exercises (code M).
- To satisfy tax withholding and for additional liquidity, Ajay had 2,882 shares withheld/sold to cover taxes (1,553 and 1,329 shares at $30.04 each for total $86,575) and executed two open-market sales of 1,226 and 1,049 shares on February 18, 2026 at $30.32 each (total $68,978). Combined proceeds from the disposals were approximately $155,553.
- The RSU conversions show $0 cash paid for acquisition (typical for vested RSUs), and the subsequent disposals reflect tax-withholding and open-market sales rather than a cash purchase.
Key Details
- Transaction dates/prices:
- 2026-02-17: Converted 2,915 and 2,495 RSUs into common stock (M), acquisition reported $0.
- 2026-02-17: Tax-withholding disposals of 1,553 and 1,329 shares at $30.04 each (F) — $46,652 and $39,923.
- 2026-02-18: Open-market sales of 1,226 and 1,049 shares at $30.32 each (S) — $37,172 and $31,806.
- Total shares converted: 5,410. Total shares disposed: 5,157. Total proceeds ≈ $155,553.
- Shares owned after the transactions: not specified in the provided data.
- Notable footnotes:
- F1/F2: RSUs convert one-for-one to common stock; withholding computed using the prior trading day's close.
- F3: One of the sales was executed under a 10b5-1 trading plan established Aug 11, 2025.
- F4/F5: The RSUs arose from grants in Feb 2022 and Feb 2023 with multi-year vesting schedules (details provided in footnotes).
- Filing timeliness: Report covers transactions on Feb 17–18, 2026 and was filed Feb 19, 2026 — appears to be filed within the normal Form 4 reporting window.
Context
- These transactions are a standard RSU vesting and sell-to-cover/take-proceeds pattern (vested RSUs converted to shares, some shares withheld/sold for taxes, additional shares sold in the open market). This is routine for compensatory RSU grants and does not by itself indicate a change in insider sentiment.
- Transaction codes: M = conversion/exercise of derivative (RSU conversion), F = disposition for tax withholding, S = open-market sale.
Insider Transaction Report
Form 4
AYYAPPAN AJAY
EVP & Gen Counsel/Corp. Sec'y.
Transactions
- Exercise/Conversion
Common Stock, par value $0.001 per share
[F1]2026-02-17+2,915→ 56,430 total - Tax Payment
Common Stock, par value $0.001 per share
[F2]2026-02-17$30.04/sh−1,553$46,652→ 54,877 total - Exercise/Conversion
Common Stock, par value $0.001 per share
[F1]2026-02-17+2,495→ 57,372 total - Tax Payment
Common Stock, par value $0.001 per share
[F2]2026-02-17$30.04/sh−1,329$39,923→ 56,043 total - Sale
Common Stock, par value $0.001 per share
[F3]2026-02-18$30.32/sh−1,226$37,172→ 54,817 total - Sale
Common Stock, par value $0.001 per share
[F3]2026-02-18$30.32/sh−1,049$31,806→ 53,768 total - Exercise/Conversion
Restricted Stock Units
[F1][F4]2026-02-17−2,915→ 0 total→ Common Stock, par value $0.001 per share (2,915 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F5]2026-02-17−2,495→ 2,495 total→ Common Stock, par value $0.001 per share (2,495 underlying)
Footnotes (5)
- [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]This sale was made pursuant to a 10b5-1 plan previously entered into by the reporting person on August 11, 2025.
- [F4]On February 16, 2022, the reporting person was granted 2,332 (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.
- [F5]On February 15, 2023, the reporting person was granted 1,996 (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.
Signature
/s/ Ajay Ayyappan|2026-02-19