Kapoor Rohit 4

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

AI-generated summary of this filing

Updated Feb 23, 2026

EXLS CEO Rohit Kapoor Receives RSUs, Converts Derivative Shares

What Happened

Rohit Kapoor, Chairman & CEO of ExlService Holdings (EXLS), received a grant of 158,628 restricted stock units (RSUs) on Feb 19, 2026 (reported as an award, $0 price).
On Feb 20, 2026 he reported conversion/exercise of 24,236 derivative units into common shares (reported at $0), and an equal number (24,236) were reported as disposed the same day (both at $0). The filing lists no cash amounts for these transactions.

Key Details

Transaction dates and prices:
- 2026-02-19: Grant/award (A) — 158,628 RSUs @ $0.00 (acquired).
- 2026-02-20: Exercise/conversion (M) — 24,236 shares @ $0.00 (acquired).
- 2026-02-20: Exercise/conversion (M) — 24,236 shares @ $0.00 (disposed).
Shares owned after transaction: Not specified in the provided filing summary.
Notable footnotes from the filing:
- F6/F8: RSUs convert into common stock on a one-for-one basis; each RSU is a contingent right to one share.
- F10: A June 17, 2025 grant of RSUs (96,944) vests in four equal annual installments beginning Feb 20, 2026; 25% vested on Feb 20, 2026.
- Other footnotes identify various trusts and ownership vehicles for Kapoor (family and spousal trusts).
Timeliness: Form filed on Feb 23, 2026 for transactions on Feb 19–20, 2026 — filed within the standard two-business-day reporting window (timely).

Context

The paired same-day acquisition and disposition of 24,236 shares likely reflects conversion/settlement activity (derivative/RSU conversion) paired with an immediate disposition. The filing does not state the reason for the disposition (e.g., sale to cover taxes or other), so no inference about Kapoor’s market view should be drawn.
RSU grants and conversions are common executive compensation events; awards (A) and conversions/exercises (M) reported at $0 reflect grant/settlement mechanics, not a cash purchase.

Form 4

Period: 2026-02-19

DirectorChairman & CEO

Transactions

Exercise/Conversion
Common Stock, par value $0.001 per share
[F6][F7]
2026-02-20+24,236→ 1,288,689 total
Award
Restricted Stock Units
[F8][F9]
2026-02-19+158,628→ 158,628 total
→ Common Stock, par value $0.001 per share (158,628 underlying)
Exercise/Conversion
Restricted Stock Units
[F6][F10]
2026-02-20−24,236→ 72,708 total
→ Common Stock, par value $0.001 per share (24,236 underlying)

Holdings

Footnotes (10)

[F1]Owned by the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2005 GRAT.
[F10]On June 17, 2025, the reporting person was granted 96,944 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.
[F2]Owned by the Rohit Kapoor Spousal Lifetime Access Trust.
[F3]Owned by the Shikha Kapoor 2005 Family Trust.
[F4]Owned by the Rohit Kapoor 2016 Family Trust
[F5]Owned by the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2013 GRAT.
[F6]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.
[F7]Owned by Rohit Kapoor.
[F8]Each restricted stock unit represents a contingent right to receive one share of the Company's common stock upon settlement.
[F9]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).

Signature

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

1 file