Kyndryl CEO awarded 427K shares, holds 1.99M

Kyndryl Holdings Chairman and CEO Martin J. Schroeter reported compensation-related stock activity.

Rhea-AI Filing Summary

Kyndryl Holdings Chairman and CEO Martin J. Schroeter reported compensation-related stock activity. He acquired 427,516 shares of common stock on May 28, 2026 at $0.00 per share as a grant tied to performance share units earned over a three-year period from April 1, 2023 through March 31, 2026.

To cover tax withholding on the vesting of these PSUs, 205,913 shares of common stock were withheld by the company at a value of $12.16 per share. These withheld shares were not sold on the open market but offset part of the vested award. After these transactions, Schroeter directly holds 1,993,206 shares of Kyndryl common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Schroeter Martin J

Role Chairman and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	427,516	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	205,913	$12.16	$2.50M

Holdings After Transaction: Common Stock — 1,993,206 shares (Direct)

Footnotes (2)

1. F1. Represents shares acquired by the Reporting Person upon the achievement of pre-established performance targets over a three-year performance period beginning on April 1, 2023 and ending on March 31, 2026, pursuant to a previously granted award of performance share units ("PSUs").
2. F2. Represents the withholding from delivery of shares of common stock from the Issuer to satisfy the Reporting Person's tax withholding obligation upon the vesting of the PSUs described herein. These shares of common stock were not sold by the Reporting Person but were instead offset from the total number of vested shares of common stock received by the Reporting Person from the Issuer.

Key Figures

PSU shares acquired: 427,516 shares Tax withholding shares: 205,913 shares Withholding price: $12.16 per share +3 more

6 metrics

PSU shares acquired 427,516 shares Common stock grant on May 28, 2026 from PSUs

Tax withholding shares 205,913 shares Withheld to satisfy tax obligations on PSU vesting

Withholding price $12.16 per share Value used for 205,913 withheld shares

Direct holdings after grant 2,199,119 shares Common stock directly owned after reported transactions

Performance period start April 1, 2023 Beginning of three-year PSU performance period

Performance period end March 31, 2026 End of three-year PSU performance period

Key Terms

performance share units ("PSUs"), tax withholding obligation, withholding from delivery of shares

3 terms

performance share units ("PSUs") financial

"pursuant to a previously granted award of performance share units ("PSUs")."

tax withholding obligation financial

"to satisfy the Reporting Person's tax withholding obligation upon the vesting of the PSUs"

withholding from delivery of shares financial

"Represents the withholding from delivery of shares of common stock from the Issuer"

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Accepted by SEC EDGAR 06/01/2026 - 05:37 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Schroeter Martin J

(Last) (First) (Middle)

ONE VANDERBILT AVENUE, 15TH FLOOR

(Street)

NEW YORK NEW YORK 10017

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Kyndryl Holdings, Inc. [ KD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/28/2026		A		427,516(1)	A	$0	2,199,119	D
Common Stock	05/28/2026		F		205,913(2)	D	$12.16	1,993,206	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares acquired by the Reporting Person upon the achievement of pre-established performance targets over a three-year performance period beginning on April 1, 2023 and ending on March 31, 2026, pursuant to a previously granted award of performance share units ("PSUs").

2. Represents the withholding from delivery of shares of common stock from the Issuer to satisfy the Reporting Person's tax withholding obligation upon the vesting of the PSUs described herein. These shares of common stock were not sold by the Reporting Person but were instead offset from the total number of vested shares of common stock received by the Reporting Person from the Issuer.

	/s/ Evan Barth, Attorney-in-Fact	06/01/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)