The Company has granted stock-based awards, including options, restricted share unit awards and performance share unit awards, under the Genpact Limited 2007 Omnibus Incentive Compensation Plan (the “2007 Omnibus Plan”) and the Genpact Limited 2017 Omnibus Incentive Compensation Plan (the “2017 Omnibus Plan”) to eligible persons, including employees, directors and certain other persons associated with the Company.

Under the 2007 Omnibus Plan, shares underlying options forfeited, expired, terminated or cancelled under any of the Company’s predecessor plans were added to the number of shares otherwise available for grant under the 2007 Omnibus Plan. The 2007 Omnibus Plan was amended and restated on April 11, 2012 to increase the number of common shares authorized for issuance by 5,593,200 shares to 15,000,000 shares. Further, during the year ended December 31, 2012, the number of common shares authorized for issuance under the 2007 Omnibus Plan was increased by 8,858,823 shares as a result of a one-time adjustment to outstanding unvested share awards in connection with a special dividend payment.

On May 9, 2017, the Company’s shareholders approved the adoption of the 2017 Omnibus Plan, pursuant to which 15,000,000 Company common shares are available for issuance. The 2017 Omnibus Plan was amended and restated on April 5, 2019 and April 5, 2022 to increase the number of common shares authorized for issuance by 8,000,000 shares to 23,000,000 shares and by 3,500,000 shares to 26,500,000 shares, respectively. No grants may be made under the 2007 Omnibus Plan after the date of adoption of the 2017 Omnibus Plan. Grants that were outstanding under the 2007 Omnibus Plan as of the date of the Company’s adoption of the 2017 Omnibus Plan remain subject to the terms of the 2007 Omnibus Plan.

Stock-based compensation costs relating to the foregoing plans during the three months ended June 30, 2024 and 2025 were $18,046 and $21,431, respectively, and for the six months ended June 30, 2024 and 2025 were $26,865 and $41,341, respectively, and have been allocated to “cost of revenue” and “selling, general and administrative expenses.”

All options granted under the 2007 Omnibus Plan and 2017 Omnibus Plan are exercisable into common shares of the Company, have a contractual period of ten years and vest over three to five years unless specified otherwise in the applicable award agreement. The Company recognizes compensation cost over the vesting period of the option.


	Six Months Ended June 30, 2025
	Shares arising out of options	Weighted average exercise price		Weighted average remaining contractual life (years)	Aggregate intrinsic value
Outstanding as of January 1, 2025	5,347,556	$	35.31	4.4	—
Granted	—	—		—	—
Forfeited	(53,600)	44.90		—	—
Expired	—	—		—	—
Exercised	(95,920)	42.45		—	760
Outstanding as of June 30, 2025	5,198,036	35.08		3.9	51,271
Vested as of June 30, 2025 and expected to vest thereafter (Note a)	5,150,532	34.96		3.9	51,245
Vested and exercisable as of June 30, 2025	4,370,186	33.05		3.5	50,293
Weighted average grant date fair value of grants during the period	—

As of June 30, 2025, the total remaining unrecognized stock-based compensation cost for options expected to vest amounted to $2,920, which will be recognized over the weighted average remaining requisite vesting period of 1.1 years.

The Company has granted restricted share units (“RSUs”) under the 2007 Omnibus Plan and 2017 Omnibus Plan. Each RSU represents the right to receive one common share. The fair value of each RSU is the market price of one common share of the Company on the date of grant. The RSUs granted to date have graded vesting schedules of three months to four years. The compensation expense is recognized on a straight-line basis over the vesting term. A summary of RSU activity during the six months ended June 30, 2025 is set out below:


	Six Months Ended June 30, 2025
	Number of Restricted Share Units	Weighted Average Grant Date Fair Value
Outstanding as of January 1, 2025	2,134,269	$	36.71
Granted	1,104,063	48.14
Vested (Note a)	(786,502)	37.25
Forfeited	(132,588)	38.77
Outstanding as of June 30, 2025	2,319,242	41.85
Expected to vest (Note b)	2,073,709

(a)784,514 RSUs vested during the six months ended June 30, 2025, in respect of which 485,218 shares (net of minimum statutory tax withholding) were issued. 1,988 RSUs vested in the six months ended June 30, 2025, shares in respect of which will be issued in 2025 after withholding shares to the extent of minimum statutory withholding taxes.

22,551 RSUs vested in the year ended December 31, 2024, in respect of which 13,626 shares were issued during the six months ended June 30, 2025 after withholding shares to the extent of minimum statutory withholding taxes.

47,193 RSUs vested in the year ended December 31, 2023, in respect of which 46,982 shares were issued during the six months ended June 30, 2025 after withholding shares to the extent of minimum statutory withholding taxes.

As of June 30, 2025, the total remaining unrecognized stock-based compensation cost related to RSUs amounted to $68,336, which will be recognized over the weighted average remaining requisite vesting period of 2.1 years.

The Company also grants stock awards in the form of performance units (“PUs”) and has granted PUs under both the 2007 Omnibus Plan and 2017 Omnibus Plan.

Each PU represents the right to receive one common share at a future date based on the Company’s performance against specified targets. PUs granted to date have vesting schedules of approximately six months to three years. PUs granted under the plans are subject to cliff vesting. The compensation expense for such awards is recognized on a straight-line basis over the vesting terms.

For PUs granted prior to 2023, the fair value of each PU was the market price of one common share of the Company on the date of grant and the performance period for such grants was one year. For PUs that have a performance period of one year, the Company’s estimate of the number of shares to be issued is adjusted upward or downward based upon the probability of achievement of the performance targets. The ultimate number of shares issued and the related compensation cost recognized is based on a comparison of the final performance metrics to the specified targets.

For the PUs granted annually beginning in 2023, the performance period of the awards increased to three years from one year. The number of PUs that will ultimately vest under the PU awards granted in 2024 and 2025 will be determined, subject to certain conditions and limitations, based on the Company’s achievement of the performance targets set forth in the awards as well as its total shareholder return ("TSR") relative to the TSR of the companies included as of the beginning of the performance period in the S&P 400 Midcap Index (the “Peer Group”) over the three-year performance period.

The grant date fair value for PUs granted in 2024 and 2025 is determined using a Monte Carlo simulation model. This model simulates a range of possible future share prices and estimates the probabilities of the potential payouts. This model also incorporates the following assumptions:

•For determining the TSR of the Company and the companies in the Peer Group, dividends are assumed to have been reinvested in the stock of the issuing entities on a continuous basis.

•The correlation coefficients used to model the way in which each entity tends to move in relation to each other are based upon the price data used to calculate historical volatility.

The fair value of each PU granted to employees in the six months ended June 30, 2024 and June 30, 2025 was estimated on the date of grant using the following valuation assumptions:


	Six months ended June 30, 2024	Six months ended June 30, 2025
Dividend yield	1.81%	1.37	%
Expected life (years)	2.80	2.81
Risk-free rate for expected life	4.37%	3.89	%
Volatility for expected life	24.24%	25.78	%


	Six months ended June 30, 2025
	Number of Performance Units	Weighted Average Grant Date Fair Value		Maximum Shares Eligible to Receive
Outstanding as of January 1, 2025	3,257,804	$	39.77	6,204,877
Granted	855,094	54.05		2,052,226
Vested (Note a)	(1,152,320)	44.50		(1,152,320)
Forfeited	(191,088)	39.02		(458,611)
Outstanding as of June 30, 2025	2,769,490	42.27		6,646,172
Expected to vest (Note b)	2,864,300

(a)1,152,320 PUs vested during the six months ended June 30, 2025, in respect of which 737,027 shares (net of minimum statutory tax withholding) were issued during the six months ended June 30, 2025.

(b)The number of PUs expected to vest is based on the probable achievement of the performance targets after considering an estimated forfeiture rate.

As of June 30, 2025, the total remaining unrecognized stock-based compensation cost related to PUs amounted to $70,322, which will be recognized over the weighted average remaining requisite vesting period of 2.1 years.

On May 1, 2008, the Company adopted the Genpact Limited U.S. Employee Stock Purchase Plan and the Genpact Limited International Employee Stock Purchase Plan (together, the “ESPP”). In April 2018, these plans were amended and restated, and their terms were extended to August 31, 2028.

The ESPP allows eligible employees to purchase the Company’s common shares through payroll deductions at 90% of the closing price of the Company’s common shares on the last business day of each purchase interval. The dollar amount of common shares purchased under the ESPP cannot exceed 15% of the participating employee’s base salary, subject to a cap of $25 per employee per calendar year. With effect from September 1, 2009, the offering periods commence on the first business day in March, June, September and December of each year and end on the last business day of the subsequent May, August, November and February. 4,200,000 common shares have been reserved for issuance in the aggregate over the term of the ESPP.

The compensation expense for the ESPP is recognized in accordance with FASB guidance on Compensation—Stock Compensation. The compensation expense for the ESPP during the three months ended June 30, 2024 and 2025 was $323 and $367, respectively, and for the six months ended June 30, 2024 and 2025 was $685 and $493, respectively, and has been allocated to cost of revenue and selling, general and administrative expenses.