ExlService Holdings Inc.

12/15/2025 | Press release | Distributed by Public on 12/15/2025 17:54

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Orogen Echo LLC
2. Issuer Name and Ticker or Trading Symbol
ExlService Holdings, Inc. [EXLS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O THE OROGEN GROUP LLC, ONE ROCKEFELLER PLAZA SUITE 3020
3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025
(Street)
NEW YORK, NY 10020
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/15/2025 D(1) 1,551,970(2) D $40.834 0 (2) I See Footnotes(3)(4)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Orogen Echo LLC
C/O THE OROGEN GROUP LLC
ONE ROCKEFELLER PLAZA SUITE 3020
NEW YORK, NY 10020
X
PANDIT VIKRAM S
C/O THE OROGEN GROUP LLC
ONE ROCKEFELLER PLAZA SUITE 3020
NEW YORK, NY 10020
X
Orogen Group LLC
C/O THE OROGEN GROUP LLC
ONE ROCKEFELLER PLAZA SUITE 3020
NEW YORK, NY 10020
X
Orogen Holdings LLC
C/O THE OROGEN GROUP LLC
ONE ROCKEFELLER PLAZA SUITE 3020
NEW YORK, NY 10020
X
Atairos-Orogen Holdings, LLC
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS ROAD
BRYN MAWR, PA 19010
X
Atairos Group, Inc.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS ROAD
BRYN MAWR, PA 19010
X
Atairos Partners, L.P.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS ROAD
BRYN MAWR, PA 19010
X
Atairos Partners GP, Inc.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS ROAD
BRYN MAWR, PA 19010
X
Angelakis Michael J
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS ROAD
BRYN MAWR, PA 19010
X

Signatures

By: Vikram S. Pandit /s/ Vikram S. Pandit 12/15/2025
**Signature of Reporting Person Date
By: Orogen Echo LLC, by the Orogen Group LLC, its sole member, by Vikram S. Pandit, Chairman and Chief Executive Officer /s/ Vikram S. Pandit 12/15/2025
**Signature of Reporting Person Date
By: The Orogen Group LLC, by Vikram S. Pandit, Chairman and Chief Executive Officer /s/ Vikram S. Pandit 12/15/2025
**Signature of Reporting Person Date
By: Orogen Holdings LLC, by Vikram S. Pandit, Manager /s/ Vikram S. Pandit 12/15/2025
**Signature of Reporting Person Date
By: Atairos-Orogen Holdings, LLC, by David L. Caplan, Vice President /s/ David L. Caplan 12/15/2025
**Signature of Reporting Person Date
By: Atairos Group, Inc., by David L. Caplan, Vice President and General Counsel /s/ David L. Caplan 12/15/2025
**Signature of Reporting Person Date
By: Atairos Partners, L.P., by Atairos Partners GP, Inc., its general partner, by David L. Caplan, Vice President /s/ David L. Caplan 12/15/2025
**Signature of Reporting Person Date
By: Atairos Partners GP, Inc., by David L. Caplan, Vice President /s/ David L. Caplan 12/15/2025
**Signature of Reporting Person Date
By: Michael J. Angelakis /s/ Michael J. Angelakis 12/15/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On December 15, 2025, Issuer repurchased 1,551,970 shares of the Company's common stock from Orogen Echo LLC ("OE") pursuant to the terms of the Stock Purchase Agreement by and between the Issuer and OE, dated December 15, 2025.
(2) The reported number of securities has been adjusted to reflect the impact of the 5-for-1 forward stock split effective August 1, 2023.
(3) Vikram Pandit serves on the Board and is the Chairman and Chief Executive Officer of OE. Orogen Holdings LLC and Atairos-Orogen Holdings, LLC are the sole members with joint investment control of The Orogen Group LLC, which is the sole member of OE. Mr. Pandit has majority voting control of Orogen Holdings LLC. Atairos Group, Inc. ("Atairos") is the sole voting shareholder of Atairos-Orogen Holdings, LLC. Michael Angelakis is the Chairman and Chief Executive Officer of Atairos and controls a majority of the voting power of Atairos Partners GP, Inc., which is the general partner of Atairos Partners L.P., the sole voting shareholder of Atairos.
(4) Each of the reporting persons, other than Mr. Pandit, is acting as a director by deputization of the Issuer with respect to Mr. Pandit's membership on the Board. Each of the reporting persons may be deemed to have direct or indirect beneficial ownership of the reported securities, as applicable, but disclaims such beneficial ownership except to the extent of its pecuniary interest therein.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
ExlService Holdings Inc. published this content on December 15, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 15, 2025 at 23:54 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]