Form 4: ExlService Holdings CEO Rohit Kapoor Reports Share Gift and Significant RSU Grant

ExlService Holdings, Inc. CEO and Chairman Rohit Kapoor has reported a gift of 525 common shares and the acquisition of 96,944 restricted stock units (RSUs) in recent insider transactions.

Summary

• Rohit Kapoor, Director, Chairman & CEO of ExlService Holdings, Inc. (EXLS), reported changes in his beneficial ownership.
• On June 13, 2025, Mr. Kapoor disposed of 525 shares of common stock via a gift (Transaction Code 'G') at a price of $0.
• Following this transaction, Mr. Kapoor directly owns 996,930 shares of common stock.
• Additionally, Mr. Kapoor indirectly beneficially owns 885,670 shares through the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2005 GRAT, 420,000 shares through the Rohit Kapoor Spousal Lifetime Access Trust, 420,000 shares through the Shikha Kapoor 2005 Family Trust, 665,925 shares through the Rohit Kapoor 2016 Family Trust, and 201,095 shares through the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2013 GRAT.
• On June 17, 2025, Mr. Kapoor acquired 96,944 Restricted Stock Units (RSUs) at a price of $0.
• Each RSU represents a contingent right to receive one share of the Company's common stock upon settlement.
• These RSUs will vest in four equal annual installments, beginning on February 20, 2026.
• Vesting of the RSUs 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.
• Mr. Kapoor also received performance-based restricted stock units on June 17, 2025, which are not included in this report due to material conditions beyond his control.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive due to the significant RSU grant, which aligns management incentives with long-term shareholder value, outweighing the minor share disposition.

Positives

• The grant of 96,944 Restricted Stock Units (RSUs) aligns management's long-term interests with shareholder value, as the units vest over four years and are tied to the company's common stock.

Negatives

• A minor disposition of 525 common shares via gift was reported, which is not a significant negative impact on overall beneficial ownership.

Future Outlook

The Restricted Stock Units granted to Mr. Kapoor are scheduled to vest in four equal annual installments, commencing on February 20, 2026, indicating a future commitment and incentive structure for the CEO.

Industry Context

This Form 4 filing is a routine disclosure of insider transactions, common across publicly traded companies, reflecting compensation structures and personal investment decisions of executives. It does not provide broader industry trends or competitive analysis.

Related Party Transactions

• Indirect beneficial ownership of common stock is held through various family trusts, including the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2005 GRAT, Rohit Kapoor Spousal Lifetime Access Trust, Shikha Kapoor 2005 Family Trust, Rohit Kapoor 2016 Family Trust, and 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2013 GRAT.

Stakeholder Impact

• Shareholders: The grant of RSUs represents potential future dilution as shares are issued upon vesting, but also aligns the CEO's interests with long-term stock performance.
• Employees: The RSU grant is part of executive compensation, which can influence overall compensation philosophy within the company.

Next Steps

• The 96,944 Restricted Stock Units will begin vesting in four equal annual installments starting February 20, 2026.

Key Dates

Keywords

ExlService Holdings, EXLS, Rohit Kapoor, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU Grant, Common Stock, Beneficial Ownership, Corporate Governance