AYYAPPAN AJAY 4

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.