Harrison Pamela M 4

4 · ExlService Holdings, Inc. · Filed Feb 23, 2026

AI-generated summary of this filing

Updated Feb 23, 2026

ExlService (EXLS) CHRO Pamela Harrison Receives RSUs; Shares Withheld for Taxes

What Happened

Pamela M. Harrison, Chief Human Resources Officer of ExlService Holdings (EXLS), received a grant of 20,720 restricted stock units (RSUs) on Feb 19, 2026. These RSUs are derivative awards that convert one-for-one into common shares upon settlement.
On Feb 20, 2026, 3,161 RSUs converted/vested into common stock (this matches the 25% vesting of a prior June 17, 2025 grant of 12,644 RSUs). Of those vested shares, 1,630 shares were surrendered/withheld to cover tax withholding at a reported price of $30.41 per share, totaling $49,568.

Key Details

Transaction dates: RSU grant 2026-02-19; settlement/conversion and withholding 2026-02-20. Form filed 2026-02-23 (timely).
Specifics: 20,720 RSUs granted (derivative award). 3,161 RSUs settled into shares on 2/20/2026. 1,630 shares withheld for taxes at $30.41 each = $49,568.
Vesting: The Feb 19, 2026 RSU grant vests in four equal annual installments beginning Feb 19, 2027. The 3,161 settled shares correspond to 25% vesting of the June 17, 2025 grant (12,644 RSUs), per the filing.
Footnotes: RSUs convert one-for-one to common stock; the Nasdaq closing price on the preceding day is used to compute tax withholding. Performance-based RSUs granted on Feb 19, 2026 are excluded from this Form 4 because they remain subject to material performance conditions.
Shares owned after the transaction: not specified in this filing.

Context

This was an award/settlement of RSUs with standard tax-withholding (code F) rather than an open-market sale; withholding of shares to cover taxes is routine and does not by itself indicate a change in the insider’s view of the company.
Transaction codes: A = award/grant; M = exercise/conversion of derivative; F = payment of tax liability via share withholding. The settlement here was effectively a partial vesting event (cashless net settlement for taxes).

Form 4

Period: 2026-02-19

CHIEF HUMAN RESOURCES OFFICER

Transactions

Exercise/Conversion
Common Stock, par value $0.001 per share
[F1]
2026-02-20+3,161→ 5,893 total
Tax Payment
Common Stock, par value $0.001 per share
[F2]
2026-02-20$30.41/sh−1,630$49,568→ 4,263 total
Award
Restricted Stock Units
[F3][F4]
2026-02-19+20,720→ 20,720 total
→ Common Stock, par value $0.001 per share (20,720 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F5]
2026-02-20−3,161→ 9,483 total
→ Common Stock, par value $0.001 per share (3,161 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]Each restricted stock unit represents a contingent right to receive one share of the Company's common stock upon settlement.
[F4]The restricted stock units will vest in four equal annual installments, beginning on February 19, 2027. Vesting will be accelerated upon certain termination of employment events and upon a "Change in Control" (as defined in the ExlService Holdings, Inc. 2025 Omnibus Incentive Plan).
[F5]On June 17, 2025, the reporting person was granted 12,644 restricted stock units, vesting in four equal annual installments beginning on February 20, 2026. 25 percent of the restricted stock units became vested on February 20, 2026, an additional 25 percent of the restricted stock units will vest on February 20, 2027, an additional 25 percent of the restricted stock units will vest on February 20, 2028, and the remaining balance of 25 percent of the restricted stock units will vest on February 20, 2029.

Signature

/s/ Ajay Ayyappan, Attorney-in-Fact|2026-02-23

1 file