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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 |
| |
| FORM 8-K |
|
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
(IRS 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.
On February 5, 2026, the Board of Directors
of Kyndryl Holdings, Inc. (the “Company”) appointed Harsh Chugh as Interim Chief Financial Officer of the Company, and
Bhavna Doegar as Interim Corporate Controller of the Company, effective immediately.
Prior to the appointment described above, Mr. Chugh,
54, was appointed as the Company’s Global Head of Practices, Corporate Development, and Administration in January 2026. Prior
to that, he served as the Company’s Chief Operating Officer from September 2021 to January 2026. Before joining the Company,
Mr. Chugh was Chief Financial Officer at PlanSource Benefits Administration, Inc., a benefits administration software company,
from May 2020 to September 2021. Mr. Chugh also held various leadership positions at International Business Machines Corporation,
including Vice President of International Corporate and Business Development, Vice President of Investor Relations, and Vice President
of Operations for Global Sales. Mr. Chugh received a Master of Science in Civil Engineering from the India Institute of Technology
and an MBA in Finance from Indiana University ‒ Kelley School of Business. Mr. Chugh is also a CFA charterholder.
Prior to the appointment described above, Ms. Doegar,
49, joined the Company as Senior Vice President, Finance and Strategy, in December 2025. Prior to joining the Company, Ms. Doegar
served in various senior executive positions at Genpact Limited, an agentic and advanced technology solutions company, beginning in 2007. Her positions included Senior Vice President and Global Corporate
Controller from 2010 to 2017. She also served as Senior Vice President, Operations Transformation Leader; Senior Vice President, Corporate
FP&A Head and CFO - Transformation Services; and, most recently, Senior Vice President, Global Sales Leader for the High-Tech Division. Prior to her tenure at Genpact Limited, Ms. Doegar
held finance roles at General Electric across the United States, China and India. Ms. Doegar holds a Bachelor of Commerce in Economics
and Accounting from Panjab University and an MBA in Finance from S.P. Jain Institute of Management and Research.
Neither Mr. Chugh nor Ms. Doegar has
any family relationship with any of the Company’s executive officers or directors, and there are no arrangements or understandings
between Mr. Chugh or Ms. Doegar and any persons pursuant to which either has been appointed to the positions described above.
In addition, there have been no transactions involving Mr. Chugh and Ms. Doegar that would be required to be disclosed pursuant
to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
As of the date of filing of this Current Report
on Form 8-K, no changes to Mr. Chugh’s or Ms. Doegar’s existing compensation arrangements have been made in
connection with the appointments described above. Any material changes to compensation that are required to be disclosed will be reported
by an amendment to this Current Report on Form 8-K.
Concurrently with Mr. Chugh’s appointment,
David Wyshner departed from his position as Chief Financial Officer of the Company, and Edward Sebold departed from his position as General
Counsel of the Company, effective immediately. In addition, on the same date, Vineet Khurana stepped down from his position as Senior
Vice President and Global Controller of the Company and assumed a different role at the Company.
Item 7.01. Regulation FD Disclosure.
On February 5, 2026, Mark Ringes was appointed
as Interim General Counsel of the Company. Prior to this appointment, Mr. Ringes has been the Company’s Senior Vice President,
Deputy General Counsel since 2024. Prior to joining the Company in 2021, he served as Vice President, Assistant General Counsel at International
Business Machines Corporation for over 25 years.
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 9, 2026 | | |
| | | |
| | KYNDRYL HOLDINGS, INC. |
| | | |
| | By: | /s/ Evan Barth |
| | Name: |
Evan Barth |
| | Title: |
Vice President, Associate General Counsel and
Assistant Corporate Secretary |
