ExlService Holdings, Inc.·4

Mar 3, 5:40 PM ET

AYYAPPAN AJAY 4

4 · ExlService Holdings, Inc. · Filed Mar 3, 2026

Research Summary

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ExlService (EXLS) EVP Ayyappan Ajay Sells Shares After RSU Vesting

What Happened
Ayyappan Ajay, EVP & General Counsel and Corporate Secretary of ExlService Holdings (EXLS), had 3,991 restricted stock units convert to common shares on Feb 27, 2026. To satisfy tax withholding, 2,126 shares were transferred at $30.99/share ($65,885). Separately, 1,679 shares were sold in an open-market transaction on Mar 2, 2026 at $30.39/share ($51,025). Total proceeds from the sales were $116,910; net from the RSU conversion Ajay retained 186 shares (3,991 converted minus 3,805 disposed).

Key Details

  • Transaction dates and prices:
    • Feb 27, 2026: 3,991 RSUs converted to 3,991 common shares (F1).
    • Feb 27, 2026 (tax withholding): 2,126 shares disposed at $30.99 — $65,885 (F2, F4).
    • Mar 2, 2026: 1,679 shares sold open market at $30.39 — $51,025 (F3).
  • Net effect: acquired 3,991 shares, disposed 3,805 shares, net +186 shares retained from this vesting event.
  • Shares owned after transaction: not specified in the Form 4.
  • Footnotes of note:
    • F1/F2: These were restricted stock units that convert one-for-one to common stock; closing price on the prior trading day used to compute tax withholding.
    • F3: The Mar 2 sale was executed under a previously established 10b5-1 plan (entered Aug 11, 2025).
    • F4: The RSUs were part of a 15,964-RSU grant vesting 25% annually; this represents the 25% that vested on Feb 27, 2026.
  • Filing: Form 4 filed Mar 3, 2026; appears to be filed within the standard SEC two-business-day window.

Context

  • These transactions reflect an RSU vesting with shares withheld for taxes and an instructed sale under a 10b5-1 plan — common administrative/compensation-related activity rather than an independent open-market purchase signal.
  • For derivative-language filings: the "M" code reflects the conversion/exercise of RSUs into common stock; the "F" code denotes shares withheld to satisfy tax obligations; the "S" code denotes an open-market sale.
  • No indication of gifts, new grants beyond the vesting event, or that Ajay is a >10% owner.

Insider Transaction Report

Form 4
Period: 2026-02-27
AYYAPPAN AJAY
EVP & Gen Counsel/Corp. Sec'y.
Transactions
  • Exercise/Conversion

    Common Stock, par value $0.001 per share

    [F1]
    2026-02-27+3,99157,892 total
  • Tax Payment

    Common Stock, par value $0.001 per share

    [F2]
    2026-02-27$30.99/sh2,126$65,88555,766 total
  • Sale

    Common Stock, par value $0.001 per share

    [F3]
    2026-03-02$30.39/sh1,679$51,02554,087 total
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F4]
    2026-02-273,9917,982 total
    Common Stock, par value $0.001 per share (3,991 underlying)
Footnotes (4)
  • [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]This sale was made pursuant to a 10b5-1 plan previously entered into by the reporting person on August 11, 2025.
  • [F4]On February 27, 2024, the reporting person was granted 15,964 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date. 25 percent of the restricted stock units became vested on February 27, 2025, an additional 25 percent of the restricted stock units became vested on February 27, 2026, an additional 25 percent of the restricted stock units will vest on February 27, 2027, and the remaining balance of 25 percent of the restricted stock units will vest on February 27, 2028.
Signature
/s/ Ajay Ayyappan|2026-03-03

Documents

1 file
  • 4
    wk-form4_1772577632.xmlPrimary

    FORM 4