SEC Form 4 · accession 0001628280-26-044429
ExlService Holdings, Inc. · EXLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sarah K Williamson
Director
Period of report
Jun 16, 2026
Accepted (ET)
Jun 18, 2026 · 6:12 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001297989
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | Jun 16, 2026 | A | 7,871 | A | — | — | Common Stock, par value $0.001 per share | 7,871 | 30,919 | D |
| Restricted Stock UnitsF1,F3 | — | Jun 16, 2026 | A | 1,712 | A | — | — | Common Stock, par value $0.001 per share | 1,712 | 32,631 | D |
| Restricted Stock UnitsF1,F4 | — | Jun 16, 2026 | A | 1,711 | A | — | — | Common Stock, par value $0.001 per share | 1,711 | 34,342 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of the Company's common stock upon settlement.
- F2The restricted stock units vest upon the earlier of (i) the first anniversary of the date of grant, (ii) the date on which the reporting person's term as a member of the Board of Directors of ExlService Holdings, Inc. (the "Board") expires if the reporting person is not subsequently elected to a new term on the Board, and (iii) the occurrence of a "Change in Control", as defined in the ExlService Holdings, Inc. 2025 Omnibus Incentive Plan (the "Plan"), and such awards settle upon the earlier of (i) the reporting person's death, (ii) the occurrence of a "Change of Control", as defined in the Plan and (iii) the date that is 180 days following the date on which the reporting person ceases to serve as a member of the Board for any reason other than due to such reporting person's death or, if later, the date of the reporting person's separation from service.
- F3The restricted stock units are vested on the date of grant. Such awards settle upon the earlier of (i) the reporting person's death, (ii) the occurrence of a "Change of Control", as defined in the ExlService Holdings, Inc. 2025 Omnibus Incentive Plan and (iii) the date that is 180 days following the date on which the reporting person ceases to serve as a member of the Board for any reason other than due to such reporting person's death or, if later, the date of the reporting person's separation from service.
- F4The restricted stock units will vest upon the earlier of (i) December 31, 2026 or (ii) the occurrence of a "Change in Control", as defined in the ExlService Holdings, Inc. 2025 Omnibus Incentive Plan (the "Plan"). Such awards settle upon the earlier of (i) the reporting person's death, (ii) the occurrence of a "Change of Control", as defined in the Plan and (iii) the date that is 180 days following the date on which the reporting person ceases to serve as a member of the Board for any reason other than due to such reporting person's death or, if later, the date of the reporting person's separation from service.
Remarks
Mr. Ayyappan is the Company's General Counsel.