{"url_path":"/sec/exls/8-k/2026-06-24/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/1297989/0001104659-26-077069-index.html","accession_number":"0001104659-26-077069","cik":"0001297989","ticker":"EXLS","issuer_name":"ExlService Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1297989/0001104659-26-077069-index.html","primary_entity_key":"0001297989","primary_entity_name":"ExlService Holdings, Inc."},"word_count":728,"has_tables":true,"body_markdown":"**Item 8.01. Other Events.**\n\n \n\nOn June 22,\n2026, Clairvoyant AI, Inc. (the “Purchaser”), an indirect wholly owned subsidiary of ExlService Holdings, Inc. (the\n“Company”), and the Company, as parent guarantor, entered into a securities purchase agreement (the “Purchase Agreement”)\nwith I Merit Inc. (“iMerit”), the owners of the equity securities of iMerit (the “Sellers”), and a representative\nof the Sellers, pursuant to which the Purchaser agreed to purchase all of the issued and outstanding equity securities of iMerit from\nthe Sellers, subject to certain closing deliverables, in exchange for upfront cash consideration of $170 million, subject to certain adjustments\nfor indebtedness, cash, working capital and other adjustments as of the closing, and up to an additional $140 million in cash incentives\nand earnouts over two years contingent on meeting specified milestones, as set forth in the Purchase Agreement. The Purchase Agreement\nalso contemplates that a portion of the consideration will be held in escrow for working capital and certain indemnifiable matters.\n\n \n\nThe transaction\nis expected to close in the third quarter of 2026, subject to customary closing conditions, including expiration or termination of the\nwaiting period for applicable antitrust regulations. The Purchase Agreement also contains certain termination rights for each of the Purchaser\nand the Sellers prior to the Closing, including related to material breach, subject to cure periods, the failure to close the transaction\nwithin 90 days of the date of the Purchase Agreement, subject to certain extensions, certain non-appealable orders prohibiting or enjoining\nthe transaction, or mutual consent of the Purchaser and the Sellers. The Company expects to fund the purchase with available cash on hand\nand borrowing from its credit facility.\n\n \n\nPursuant\nto the Purchase Agreement, the parties also entered into certain ancillary agreements at the closing of the transaction, including an\nescrow agreement for indemnification obligations of the Sellers, employment offer letters with certain employees of iMerit, and restricted\ncovenant and non-solicitation agreements with certain members of iMerit management and Sellers.\n\n \n\nA copy\nof the press release announcing the acquisition is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.\n\n \n\n**Cautionary Statement Regarding\nForward-Looking Statements**\n\n \n\n*This Form 8-K contains\nforward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. You should not place\nundue reliance on those statements because they are subject to numerous uncertainties and factors relating to EXL’s operations and\nbusiness environment, all of which are difficult to predict and many of which are beyond EXL’s control. Forward-looking statements\ninclude information concerning EXL’s possible or assumed future results of operations, including descriptions of its business strategy.\nThese statements may include words such as “may,” “will,” “should,” “believe,” “expect,”\n“anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are\nbased on assumptions that we have made in light of management’s experience in the industry as well as its perceptions of historical\ntrends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. You should\nunderstand that these statements are not guarantees of performance or results. They involve known and unknown risks, uncertainties and\nassumptions. Although EXL believes that these forward-looking statements are based on reasonable assumptions, you should be aware that\nmany factors could affect EXL’s actual financial results or results of operations and could cause actual results to differ materially\nfrom those in the forward-looking statements. These factors, which include the satisfaction or waiver of applicable closing conditions\nto the consummation of the iMerit acquisition, our ability to successfully integrate strategic acquisitions or achieve anticipated synergies,\nour ability to maintain and grow client demand, risks related to the use of AI technology, impact on client demands by our selling cycles,\nour ability to hire and retain sufficiently trained employees, and our ability to accurately estimate and/or manage costs, and risks related\nto the international nature of our business and other factors are discussed in more detail in EXL’s filings with the Securities\nand Exchange Commission, including EXL’s Annual Report on Form 10-K. You should keep in mind that any forward-looking statement\nmade 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\nit is impossible to predict these events or how they may affect EXL. EXL has no obligation to update any forward-looking statements after\nthe date hereof, except as required by applicable law.*"}