v3.26.3
Stock-Based Compensation
 9 Months Ended
Sep. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
Stock-based compensation expense by function, as below, are included in the unaudited consolidated statements of income:

Three months ended September 30,Nine months ended September 30,
2026202520262025
Cost of revenues$3,628 $3,321 $10,221 $10,229 
General and administrative expenses10,771 9,037 30,802 22,840 
Selling and marketing expenses11,143 10,781 31,251 25,649 
Total$25,542 $23,139 $72,274 $58,718 
Income tax benefit related to share-based compensation(1)
$6,445 $5,788 $13,858 $19,104 

(1) Includes $(55) and $64 during the three months ended September 30, 2026 and 2025, respectively, and $1,208 and $14,792 during the nine months ended September 30, 2026 and 2025, respectively, related to discrete benefits recognized in income tax expense in accordance with ASU No. 2016-09, Compensation - Stock Compensation.
As of September 30, 2026 and December 31, 2025, the Company had 3,058,467 and 5,919,466 shares, respectively, available for future grants under the 2025 Omnibus Incentive Plan (the “2025 Plan”).

Stock Options

Stock option activity under the Company’s stock-based compensation plans is shown below:

Number of OptionsWeighted Average Exercise PriceAggregate Intrinsic ValueWeighted Average Remaining Contractual Life (Years)
Outstanding as of December 31, 20251,734,720 $30.14 $21,344 7.5
Granted— — — — 
Exercised(11,195)30.15 90 — 
Forfeited— — — — 
Outstanding as of September 30, 20261,723,525 $30.14 $7,315 6.7
Vested and exercisable as of September 30, 20261,287,010 $30.14 $5,462 6.7
Weighted average grant date fair value per unit of stock option granted during the period
$— 

As of September 30, 2026, unrecognized compensation cost of $3,818 is expected to be expensed over a weighted average period of 0.8 years.
Share Matching Program
Under the Company’s 2018 Omnibus Incentive Plan (the “2018 Plan”), the Company established a share matching program (“SMP”) for executive officers and other specified employees. Under the SMP, the Company agreed to issue a number of restricted stock units equal to the number of newly acquired shares of the Company's common stock.
As of September 30, 2026 and December 31, 2025, restricted stock units vested for which the underlying common stock is yet to be issued are nil and 31,662, respectively.
Restricted Stock Units
Restricted stock unit activity under the Company’s stock-based compensation plans is shown below:
Restricted Stock Units
NumberWeighted Average
Fair Value
Outstanding as of December 31, 2025(1)
2,789,601 $37.65 
  Granted1,840,408 31.31 
  Vested(1,082,771)34.77 
  Forfeited(183,109)36.11 
Outstanding as of September 30, 2026(1)
3,364,129 $35.19 

(1) As of September 30, 2026 and December 31, 2025 restricted stock units vested for which the underlying common stock is yet to be issued are 328,139 and 348,636, respectively.
As of September 30, 2026, unrecognized compensation cost of $87,921 is expected to be expensed over a weighted average period of 2.7 years.
Performance-Based Stock Awards

Under the Company’s equity incentive plans, the Company grants performance-based restricted stock units (“PRSUs”) to executive officers and other specified employees. The Company generally grants 40% of each award recipient’s equity grants in the form of PRSUs that cliff vest at the end of a three-year period based on an aggregated revenue target for a three-year period (“PU”). The remaining 60% of each award recipient’s equity grants are PRSUs that are based on market conditions, contingent on the Company’s meeting a total shareholder return relative to a group of peer companies specified under PRSU agreements, and are measured over a three-year performance period (“MU”).

PRSU activity under the Company’s stock plans is shown below:

Revenue Based PRSUsMarket Condition Based PRSUs
NumberWeighted Average
Fair Value		NumberWeighted Average
Fair Value
Outstanding as of December 31, 2025696,439 $39.20 841,966 $56.31 
Granted409,256 30.90 707,876 38.11 
Vested— — — — 
Forfeited(23,337)36.71 (34,987)52.63 
Outstanding as of September 30, 20261,082,358 $36.12 1,514,855 $47.89 
As of September 30, 2026, unrecognized compensation cost of $58,553 is expected to be expensed over a weighted average period of 1.8 years.
Employee Stock Purchase Plan

On June 21, 2022, at the annual meeting of stockholders of the Company, the Company’s stockholders approved the ExlService Holdings, Inc. 2022 Employee Stock Purchase Plan (the “2022 ESPP”).

The 2022 ESPP allows eligible employees to purchase the Company’s shares of common stock through payroll deductions at a pre-specified discount to the lower of the closing price of the Company’s common shares on the date of offering or the last business day of each purchase interval. The dollar amount of shares of common stock that can be purchased under the 2022 ESPP must not exceed 15% of the participating employee’s compensation during the offering period, subject to a cap of $25 per employee per calendar year. The Company has reserved 4,000,000 shares of common stock for issuance under the 2022 ESPP.

The ninth offering period under the 2022 ESPP commenced on July 1, 2026 with a term of six months.
Activity under the Company’s 2022 ESPP is shown below:

NumberTotal Proceeds Received
Shares available for issuance as of December 31, 20253,510,269
Issuance of common stock related to the:
Seventh offering period60,139$2,297 
Eighth offering period146,650$3,413 
Shares available for issuance as of September 30, 20263,303,480
Contributions received for the ninth offering period up to September 30, 2026—$3,122