What are performance share units (PSUs) in Kyndryl’s compensation for Mark Ringes?

Performance share units are equity awards that convert into shares if specific goals are met. For Mark Ringes, the 10,023 vested shares reflect pre-established performance targets achieved over a three-year performance period from April 1, 2023 to March 31, 2026, under a previously granted PSU award.

Kyndryl counsel awarded 10,023 shares, 3,615 withheld

Kyndryl Holdings interim General Counsel and Secretary Mark Ringes reported equity compensation activity linked to performance share units.

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Form Type

Rhea-AI Filing Summary

Kyndryl Holdings interim General Counsel and Secretary Mark Ringes reported equity compensation activity linked to performance share units. He acquired 10,023 shares of common stock at no cost upon achieving pre-established performance targets over a three-year period from April 1, 2023 to March 31, 2026.

To cover tax obligations on this vesting, 3,615 shares were withheld by the company at $12.16 per share; these shares were not sold on the market. After these transactions, Ringes directly holds 75,727 common shares, and his spouse owns 6 additional shares indirectly attributed to him.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Ringes Mark

Role Interim General Counsel & Sec

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	10,023	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	3,615	$12.16	$44K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 75,727 shares (Direct); Common Stock — 6 shares (Indirect, By Spouse)

Footnotes (3)

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").
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.
F3. These shares are owned directly by the Reporting Person's spouse.

Key Figures

PSU shares vested: 10,023 shares Shares withheld for taxes: 3,615 shares Withholding price: $12.16 per share +3 more

6 metrics

PSU shares vested 10,023 shares Common stock acquired from PSU award vesting for 3-year period ending March 31, 2026

Shares withheld for taxes 3,615 shares Withheld upon PSU vesting to satisfy tax obligation

Withholding price $12.16 per share Value used for tax-withholding shares

Direct holdings after transactions 79,342 shares Kyndryl common stock directly owned by Mark Ringes after Form 4 transactions

Indirect spousal holdings 6 shares Common stock owned by spouse and attributed as indirect ownership

Tax-withholding shares count 1 transaction, 3,615 shares Form 4 transaction code F disposition summary

Key Terms

performance share units ("PSUs"), tax withholding obligation, grant, award, or other acquisition, withholding from delivery of shares

4 terms

tax withholding obligation financial

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

grant, award, or other acquisition financial

"transaction code description: Grant, award, or other acquisition"

withholding from delivery of shares financial

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Kyndryl (KD) report for Mark Ringes?

Kyndryl reported that interim General Counsel Mark Ringes received 10,023 common shares from vesting performance share units and had 3,615 shares withheld to cover taxes. Following these movements, he holds 79,342 shares directly and 6 additional shares are owned by his spouse.

How many Kyndryl (KD) shares were granted to Mark Ringes in this Form 4?

Mark Ringes was granted 10,023 Kyndryl common shares at no cost when performance share units vested. The award was tied to pre-established performance targets measured over a three-year period running from April 1, 2023 through March 31, 2026.

Were any of Mark Ringes’ Kyndryl (KD) shares sold on the market?

No, the filing states 3,615 shares were withheld by Kyndryl to satisfy Mark Ringes’ tax withholding obligation when the performance share units vested. The footnote clarifies these shares were offset by the issuer and were not sold by him in the market.

How many Kyndryl (KD) shares does Mark Ringes own after this Form 4?

After the reported transactions, Mark Ringes directly owns 79,342 Kyndryl common shares. The filing also notes that his spouse owns 6 additional shares, recorded as an indirect holding attributed to him through spousal ownership under the Form 4 reporting rules.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 06/01/2026 - 05:27 PM

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^*

Ringes Mark

(Last)

(First)

(Middle)

ONE VANDERBILT AVENUE, 15TH FLOOR

(Street)

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Interim General Counsel & Sec

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/28/2026		A		10,023⁽¹⁾	A	$0	79,342	D
Common Stock	05/28/2026		F		3,615⁽²⁾	D	$12.16	75,727	D
Common Stock								6⁽³⁾	I	By Spouse

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

3. These shares are owned directly by the Reporting Person's spouse.

	/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)

Source: View Original Filing on SEC EDGAR