Harrison Pamela M 4

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).