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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment
No. 1)
CURRENT REPORT
Pursuant to Section 13 or
15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 5, 2026
Kyndryl Holdings, Inc.
(Exact name of registrant as
specified in its charter)
Delaware
(State or other jurisdiction
of incorporation) |
001-40853
(Commission
File Number) |
86-1185492
(I.R.S. Employer
Identification No.) |
One
Vanderbilt Avenue, 15th Floor
New York, New
York 10017
(Address of principal executive offices, and Zip Code)
855-596-3795
(Registrant’s telephone number, including area code)
N/A
(Former name or former 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 (see General
Instruction A.2. below):
| ¨ Written communications 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)) |
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, par value $0.01 per share |
|
KD |
|
New York Stock Exchange |
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. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
This Form 8-K/A amends the Form 8-K filed by Kyndryl
Holdings, Inc. (the “Company”) on February 9, 2026 (the “Original 8-K”). As disclosed in the Original 8-K, Harsh
Chugh was appointed as Interim Chief Financial Officer and Bhavna Doegar was appointed as Interim Corporate Controller of the Company,
in each case effective as of February 5, 2026. The Company is filing this Form 8-K/A to amend the Original 8-K to report certain adjustments
made to the existing compensation arrangements of Mr. Chugh and Ms. Doegar in connection with their respective appointment. There are
no other changes to the information contained in the Original 8-K.
In connection with his appointment as Interim Chief
Financial Officer, Mr. Chugh will receive (i) a one-time grant of restricted stock units that will vest 6 months from the date of grant,
with a grant date fair value of $500,000 based on the stock price at the close of trading on the day of grant and (ii) a supplemental
monthly cash payment of $35,000.
In connection with her appointment as Interim Corporate
Controller, Ms. Doegar, who recently joined the Company in December 2025, will receive a one-time grant of restricted stock units that
will vest in full 3 years from the date of grant, with a grant date fair value of $864,000 based on the stock price at the close of trading
on the day of grant.
Grants of restricted stock units are scheduled
to occur on the Company’s next regularly scheduled quarterly grant date on March 2, 2026.
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.
Date: February 17, 2026
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KYNDRYL HOLDINGS, INC. |
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By: |
/s/ Evan Barth |
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Name: Evan Barth |
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Title: Vice President, Associate General Counsel and Assistant Corporate Secretary |
