Nicolelli Maurizio 4

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

AI-generated summary of this filing

Updated Feb 23, 2026

ExlService (EXLS) CFO Maurizio Exercises RSUs; 1,659 Shares Withheld

What Happened

Nicolelli Maurizio, Executive Vice President & CFO of ExlService Holdings (EXLS), had 4,215 restricted stock units (RSUs) vest and convert into common shares on Feb 20, 2026. Of those shares, 1,659 were withheld to satisfy tax withholding at $30.41/share (total withheld ≈ $50,450). The conversion is reported as an exercise/conversion of a derivative (code M) with the withholding reported as code F.
The filing also shows a time-based grant of 27,192 RSUs on Feb 19, 2026 (reported as an award, code A). These RSUs are derivative awards that convert to common stock on a one-for-one basis when settled.

Key Details

Transaction dates: Feb 19, 2026 (grant of 27,192 RSUs); Feb 20, 2026 (4,215 RSUs vested/converted; 1,659 shares withheld for taxes).
Prices/values: Tax withholding used $30.41/share, resulting in ~$50,450 withheld (1,659 shares × $30.41).
Shares owned after transaction: Not specified in the filing.
Notable footnotes:
- RSUs convert one-for-one to common stock (F1, F3).
- The company uses the prior trading day's closing price to compute tax withholding (F2).
- The 27,192 RSUs vest in four equal annual installments beginning Feb 19, 2027 and may accelerate on certain terminations or a Change in Control (F4).
- A prior grant (June 17, 2025) of 16,860 RSUs vested 25% on Feb 20, 2026 (4,215 shares) — this explains the shares that converted (F5).
- Performance-based RSUs awarded Feb 19, 2026 are excluded from this report because they are subject to material conditions beyond the reporting person’s control.
Filing/timeliness: Form 4 filed Feb 23, 2026 covering transactions on Feb 19–20; the filing itself does not indicate a late-report flag.

Context

This was not an open-market sale or purchase: it was a routine RSU vesting and conversion with shares withheld to cover tax obligations (a common net settlement). Such withholding (code F) reduces the net shares issued to the insider and does not necessarily signal a change in company outlook.
For retail investors, time-based RSU grants and routine tax withholding are standard executive compensation mechanics; purchases are generally more indicative of a bullish insider view than routine vesting/withholding.

Form 4

Period: 2026-02-19

Executive Vice President & CFO

Transactions

Exercise/Conversion
Common Stock, par value $0.001 per share
[F1]
2026-02-20+4,215→ 252,640 total
Tax Payment
Common Stock, par value $0.001 per share
[F2]
2026-02-20$30.41/sh−1,659$50,450→ 250,981 total
Award
Restricted Stock Units
[F3][F4]
2026-02-19+27,192→ 27,192 total
→ Common Stock, par value $0.001 per share (27,192 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F5]
2026-02-20−4,215→ 12,645 total
→ Common Stock, par value $0.001 per share (4,215 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 16,860 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