Bhalla Vikas 4

What Happened

• Vikas Bhalla, President of ExlService Holdings (EXLS), was granted 45,324 restricted stock units (RSUs) on Feb 19, 2026 and on Feb 20, 2026 executed/converted 6,849 derivative units into common stock. To cover tax withholding, 2,672 shares were disposed at $30.41 per share, generating $81,256 in withholding proceeds. The RSU grant and conversions are derivative-related transactions (codes A, M, F).

Key Details

• Transaction dates: Grant on 2026-02-19; conversions/exercise and withholding on 2026-02-20. Filing date: 2026-02-23 (filed within the standard 2-business-day window).
• Grant: 45,324 RSUs (code A), recorded as derivative securities; RSUs convert one-for-one into common stock (footnotes F1, F3).
• Conversion/Exercise: 6,849 derivative shares converted to common stock (code M). The filing shows both acquisition and immediate disposition entries for those converted shares.
• Tax withholding: 2,672 shares disposed (code F) at $30.41 per share, totaling $81,256. The withholding value used the prior trading day's close (per plan rules, footnote F2).
• Vesting: The new RSUs vest in four equal annual installments beginning Feb 19, 2027 and may accelerate on certain termination events or a change in control (footnote F4).
• Additional note: The filer received performance-based RSUs on Feb 19, 2026 that are excluded from this Form 4 because they are subject to material conditions outside the reporting person’s control.
• Shares owned after the transaction: Not specified in the provided filing excerpt.

Context

• These were not open-market purchases or discretionary sales by the insider. The activity reflects an RSU grant and the typical conversion/settlement process where shares are converted and some are withheld/sold to satisfy tax obligations (a routine occurrence for equity awards). The filing appears timely.