Form 4: ExlService Holdings Executive Granted Over 11,000 Restricted Stock Units

Ajay Ayyappan, EVP & General Counsel of ExlService Holdings, Inc., was granted 11,380 restricted stock units, vesting in four equal annual installments starting February 2026.

Summary

• Ajay Ayyappan, Executive Vice President & General Counsel/Corporate Secretary of ExlService Holdings, Inc. (EXLS), was granted 11,380 Restricted Stock Units (RSUs).
• The transaction date for this grant was June 17, 2025.
• Each restricted stock unit represents a contingent right to receive one share of the Company's common stock upon settlement.
• The RSUs will vest in four equal annual installments, with the first vesting date on February 20, 2026.
• 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.
• Following this transaction, Mr. Ayyappan beneficially owns 11,380 derivative securities (RSUs).
• Performance-based restricted stock units, subject to material conditions beyond the reporting person's control, were also granted on June 17, 2025, but are excluded from this report as they are not considered derivative securities for Section 16 purposes.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as the grant of equity compensation aligns executive interests with shareholder value, which is generally viewed favorably. However, it is a routine filing and does not indicate significant new developments.

Positives

• The grant of restricted stock units aligns the interests of the executive, Ajay Ayyappan, with those of the shareholders, as the value of the compensation is tied to the company's stock performance.
• Equity compensation is a standard practice for retaining and incentivizing key executives.

Negatives

• The future issuance of common stock upon the vesting of these RSUs will result in minor dilution for existing shareholders.

Future Outlook

The granted restricted stock units are set to vest in four equal annual installments, commencing on February 20, 2026, with potential acceleration under specific employment termination or change in control events.

Management Comments

• "Each restricted stock unit represents a contingent right to receive one share of the Company's common stock upon settlement."
• "The restricted stock units will vest in four equal annual installments, beginning on February 20, 2026."
• "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)."

Industry Context

The grant of restricted stock units to a senior executive is a common and widely accepted form of equity compensation across various industries, particularly in the technology and professional services sectors, to attract, retain, and incentivize key talent by aligning their financial interests with long-term company performance.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential minor dilution of existing shares upon the future vesting and conversion of the restricted stock units into common stock.
• Employees (specifically Ajay Ayyappan): The grant provides a significant equity incentive, aligning his long-term financial interests with the company's performance and contributing to executive retention.

Next Steps

• The restricted stock units will vest in four equal annual installments, beginning on February 20, 2026.
• The company will issue common stock to Ajay Ayyappan upon the vesting and settlement of the restricted stock units.

Key Dates

Keywords

ExlService Holdings, EXLS, Restricted Stock Units, RSU, Equity Compensation, Insider Transaction, SEC Form 4, Executive Compensation, Ajay Ayyappan