AYYAPPAN AJAY 4

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

AI-generated summary of this filing

Updated Feb 23, 2026

ExlService (EXLS) EVP Ayyappan Ajay Receives RSU Award & Converts Units

What Happened

Ayyappan Ajay, EVP & General Counsel and Corporate Secretary of ExlService Holdings (EXLS), reported RSU activity. On Feb 20, 2026, 2,845 restricted stock units (RSUs) vested and converted into common shares. To cover tax withholding, 1,515 of those shares were surrendered at an implied price of $30.41 per share (totaling $46,071). On Feb 19, 2026, Ajay was also granted 18,766 new RSUs (derivative securities) as a separate award.

Key Details

Transaction dates: grant on 2026-02-19; RSU vest/convert and withholding on 2026-02-20. Form 4 filed 2026-02-23.
Vesting/conversion: 2,845 RSUs converted into common stock on Feb 20, 2026. 1,515 shares were withheld for taxes at $30.41/share ($46,071).
New award: 18,766 RSUs granted on Feb 19, 2026. These RSUs are derivative awards and will generally vest in four equal annual installments beginning Feb 19, 2027 (see footnotes).
Prior grant link: The 2,845 vested units equal 25% of a June 17, 2025 grant of 11,380 RSUs that vested Feb 20, 2026.
Filing notes: The report also states performance-based RSUs were granted on Feb 19, 2026 but are excluded from this Form 4 because they’re subject to material conditions beyond the reporting person’s control.
Shares owned after the transactions are not stated in this filing.

Context

These entries reflect routine equity compensation activity: vested RSUs converting into shares and the company withholding shares to satisfy tax obligations (tax withholding is coded "F"). The new RSU grant is an award (coded "A") subject to multi-year vesting, so it does not represent an immediate purchase. This is typical executive compensation reporting rather than an open-market buy or sale.

Form 4

Period: 2026-02-19

EVP & Gen Counsel/Corp. Sec'y.

Transactions

Exercise/Conversion
Common Stock, par value $0.001 per share
[F1]
2026-02-20+2,845→ 56,613 total
Tax Payment
Common Stock, par value $0.001 per share
[F2]
2026-02-20$30.41/sh−1,515$46,071→ 55,098 total
Award
Restricted Stock Units
[F3][F4]
2026-02-19+18,766→ 18,766 total
→ Common Stock, par value $0.001 per share (18,766 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F5]
2026-02-20−2,845→ 8,535 total
→ Common Stock, par value $0.001 per share (2,845 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 11,380 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|2026-02-23

1 file