Form 8-K

8-K — ExlService Holdings, Inc.

Accession: 0001104659-26-059031

Filed: 2026-05-12

Period: 2026-05-11

CIK: 0001297989

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2614273d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2614273d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Sections 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest

event reported): May 11, 2026

EXLSERVICE HOLDINGS, INC.

(Exact name of registrant as specified

in its charter)

Delaware

001-33089

82-0572194

(State

or other jurisdiction

of incorporation

or organization)

(Commission

File Number)

(I.R.S.

Employer

Identification

No.)

320 Park Avenue, 29th Floor,

New

York, New York

10022

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including

area code: (212) 277-7100

NOT APPLICABLE

(Former name or address, if changed since

last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended

transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the

Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, $0.001 par value per share

EXLS

NASDAQ

Item 5.02. Departure of Directors

or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May

11, 2026, ExlService Holdings, Inc. (the “Company”) appointed Bhupender Singh, 53, as President and Head of International

Growth Markets. Mr. Singh joined the Company effective May 11, 2026.

Prior

to joining the Company, Mr. Singh served in various executive roles from September 2018 until September 2024, including most recently

as President and Co-Chief Executive Officer, at Teleperformance SE, following Teleperformance SE’s acquisition of Intelenet Global

Services, where he served as Chief Executive Officer from October 2015 through August 2018. Mr. Singh has also held various leadership

roles at companies such as Serco Global Services, Travelport, ebookers, Cendant and Firstsource. Mr. Singh will be based in London, United

Kingdom.

Mr.

Singh has no family relationships with any current director, director nominee, or executive officer of the Company, and there are no transactions

or proposed transactions, to which the Company is a party or intends to become a party in which Mr. Singh has, or will have, a material

interest subject to disclosure under Item 404(a) of Regulation S-K.

In connection

with Mr. Singh’s appointment, ExlService (UK) Limited (“EXL UK”), a subsidiary of the Company, entered into a Service

Agreement with Mr. Singh (the “Agreement”), under which Mr. Singh’s annual base salary will be £447,761, and his

discretionary annual target bonus will be 90% of his base salary, in each case administered by and subject to the discretion of the Compensation

and Talent Management Committee of the Board of Directors of the Company (the “Compensation Committee”). Mr. Singh was also

provided an initial equity grant in the form of restricted stock units of the Company’s common stock, with a fair market value equal

to £1,791,044, vesting annually pro rata over a four-year period, pursuant to the terms and conditions of the Company’s 2025

Omnibus Incentive Plan and Company’s previously disclosed restricted stock unit award agreement. In addition, Mr. Singh will become

eligible to receive equity awards, as determined by the Compensation Committee in its sole discretion, subject to performance and other

conditions of the Company’s applicable equity compensation plans. Mr. Singh also will be entitled to such benefits and benefit schemes

as EXL UK may provide to employees of his seniority and status from time to time, subject to the terms of the governing documents and

policies in force and other applicable requirements.

The

foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement,

a copy of which will be filed with a future report filed with the Securities and Exchange Commission.

Item 8.01. Other Events.

A copy

of the press release announcing Mr. Singh’s appointment is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

Item 9.01. Financial Statement and

Exhibits.

(d) Exhibits.

Number

Description

99.1

Press Release, dated May 12, 2026

104

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SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXLSERVICE HOLDINGS, INC.

(Registrant)

Date: May 12, 2026

By:

/s/ Ajay Ayyappan

Name:

Ajay Ayyappan

Title:

Executive Vice President,

General Counsel and Corporate Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2614273d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

EXL appoints Bhupender Singh as President and

Head of International Growth Markets

NEW YORK, May 12, 2026 – EXL [NASDAQ: EXLS], a global

data and AI company, announced the appointment of Bhupender Singh as president and head of international growth markets. He will report

to Rohit Kapoor, chairman and chief executive officer of EXL and will be an executive committee member.

In this role, Singh will serve as the head of international growth

markets for EXL and take the lead in accelerating growth for the EMEA and APAC regions. He will be responsible for architecting go-to-market

strategies for diverse economies, uniting cross-cultural teams under a single high-performance banner and establishing EXL as the premier

data and AI partner in these markets.

“Bhupender is a proven leader with a rare combination of scale,

strategic vision and operational excellence,” said Kapoor. “He has led large organizations with billions in revenue across

complex markets, consistently delivering industry-leading performance. As EXL continues to rapidly grow and expand its leadership position

in data and AI, Bhupender’s deep international expertise and track record of transformative results will be a tremendously valuable

asset.”

“I have long been an admirer of EXL, the way it weaves together

deep domain expertise, advanced analytics and AI to drive meaningful business outcomes for its clients,” said Singh. “EXL

is at an inflection point, with the capabilities, the talent and the momentum to become a leader in data and AI across international markets.

I am energized by that opportunity and excited to help EXL seize it.”

Bhupender brings more than 25 years of senior leadership experience

across global technology-enabled services. Most recently, he was the president and Co-CEO of Teleperformance SE (Euronext: TEP) a leader

in global business services. During his six-year tenure, he oversaw a business that spanned 93 countries, served over 2,000 corporate

clients, and helped deliver revenues exceeding €10 billion. Prior to Teleperformance, Bhupender was the CEO of Intelenet Global Services,

a business process management company where he helped deliver 60%+ organic revenue growth and more than double EBITDA.

Singh holds an MBA from the Indian Institute of Management Ahmedabad

and a Bachelor of Technology from the Indian Institute of Technology Mumbai.

###

About EXL

EXL (NASDAQ: EXLS) is a global data and AI company that offers services

and solutions to reinvent client business models, drive better outcomes and unlock growth with speed. EXL harnesses the power of data,

AI, and deep industry knowledge to transform businesses, including the world's leading corporations in industries including insurance,

healthcare, banking and capital markets, retail, communications and media, and energy and infrastructure, among others. EXL was founded

in 1999 with the core values of innovation, collaboration, excellence, integrity and respect. We are headquartered in

New York and have approximately 67,000 employees spanning six continents. For more information, visit www.exlservice.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements

within the meaning of the United States Private Securities Litigation Reform Act of 1995. You should not place undue reliance on those

statements because they are subject to numerous uncertainties and factors relating to EXL's operations and business environment,

all of which are difficult to predict and many of which are beyond EXL’s control. Forward-looking statements include information

concerning EXL’s possible or assumed future results of operations, including descriptions of its business strategy. These statements

may include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,”

“intend,” “plan,” “estimate” or similar expressions. These statements are based on assumptions that

we have made in light of management's experience in the industry as well as its perceptions of historical trends,

current conditions, expected future developments and other factors it believes are appropriate under the circumstances. You

should understand that these statements are not guarantees of performance or results. They involve known and unknown risks, uncertainties and

assumptions. Although EXL believes that these forward-looking statements are based on reasonable assumptions, you should be aware that

many factors could affect EXL’s actual financial results or results of operations and could cause actual results to differ materially

from those in the forward-looking statements. These factors, which include our ability to maintain and grow client demand, risks related

to the use of AI technology, impact on client demands by our selling cycles, our ability to hire and retain sufficiently trained employees,

our ability to accurately estimate and/or manage costs, and risks related to the international nature of our business, are discussed in

more detail in EXL’s filings with the Securities and Exchange Commission, including EXL’s Annual Report on Form 10-K. You

should keep in mind that any forward-looking statement made herein, or elsewhere, speaks only as of the date on which it is made.

New risks and uncertainties come up from time to time, and it is impossible to predict these events or how they may affect EXL.

EXL has no obligation to update any forward-looking statements after the date hereof, except as required by federal securities laws.

Media Contact

Keith Little

media.relations@exlservice.com

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