AYYAPPAN AJAY 4

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.