Form 4: EXLS Executive's Stock Transactions Reported

An ExlService Holdings executive reported the acquisition of shares from performance-based awards and subsequent sales, including tax withholdings and planned dispositions.

Summary

• Ajay Ayyappan, EVP & Gen Counsel/Corp. Sec'y of ExlService Holdings, Inc. (EXLS), reported multiple stock transactions.
• On January 26, 2026, Mr. Ayyappan acquired a total of 20,173 shares of common stock (par value $0.001) at a price of $0.00 per share. These shares were earned from performance restricted stock units (PRSUs) granted on February 15, 2023, after performance targets for the period ending December 31, 2025, were certified.
• On the same date, 11,157 shares were disposed of at $42.64 per share for tax withholding purposes related to the PRSU vesting.
• On January 27, 2026, Mr. Ayyappan sold a total of 8,114 shares at $42.53 per share. These sales were executed pursuant to a Rule 10b5-1 plan established on August 11, 2025.
• Following these transactions, Mr. Ayyappan's direct beneficial ownership of common stock is 53,515 shares.

Sentiment

Score: 5

Explanation: The filing is a routine disclosure of insider transactions, including vesting of performance awards and pre-planned sales, which are generally neutral in sentiment.

Positives

• The reporting person earned 20,173 shares of common stock from performance restricted stock units, indicating the achievement of performance targets for the period ending December 31, 2025.

Negatives

• The reporting person disposed of 11,157 shares for tax withholding purposes.
• The reporting person sold 8,114 shares through a pre-arranged 10b5-1 plan.

Risks

• While the sales were pre-planned, insider selling, even for tax or pre-arranged, can sometimes be perceived negatively by investors, potentially leading to questions about management's confidence, although in this case, it appears routine.

Future Outlook

This filing does not contain forward-looking statements or guidance regarding the company's future performance.

Management Comments

• The reporting person's shares of common stock were earned pursuant to performance restricted stock units granted on February 15, 2023.
• Shares were deemed earned on January 26, 2026, after the Compensation and Talent Management Committee certified the achievement of performance targets for the period ending December 31, 2025.
• The closing price of the Common Stock on the Nasdaq Global Select Market on the preceding day is used for computing tax reporting and withholding, as per the ExlService Holdings, Inc. 2018 Omnibus Incentive Plan.
• The reported sale transactions were made pursuant to a 10b5-1 plan previously entered into by the reporting person on August 11, 2025.

Industry Context

This Form 4 filing details routine insider transactions for a specific company executive and does not provide broader industry context or trends.

Stakeholder Impact

• Shareholders: Routine insider transactions, including vesting of performance awards and pre-planned sales, are generally expected and do not typically indicate significant changes in company fundamentals. The achievement of performance targets for executive compensation could be viewed positively.

Key Dates

Keywords

ExlService Holdings, EXLS, Form 4, insider trading, stock transactions, executive compensation, performance stock units, 10b5-1 plan