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Kyndryl (KD) CHRO reports PSU vesting; 36,646 shares awarded

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Kyndryl Holdings Chief Human Resources Officer Mark D. Paulek reported equity compensation activity tied to performance share units. Upon achieving pre-established performance targets over a three-year period from April 1, 2023 to March 31, 2026, he acquired 36,646 shares of common stock at no cost. To cover related tax obligations, 10,757 shares were withheld by the company at a value of $12.16 per share, rather than sold in the market. Following these transactions, Paulek directly holds 134,623 shares of Kyndryl common stock.

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Insider Paulek Mark D
Role Chief Human Resources Officer
Type Security Shares Price Value
Grant/Award Common Stock 36,646 $0.00 --
Tax Withholding Common Stock 10,757 $12.16 $131K
Holdings After Transaction: Common Stock — 134,623 shares (Direct, null)
Footnotes (1)
  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"). 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.
Shares withheld for taxes 10,757 shares Tax-withholding disposition at $12.16 per share on May 28, 2026
Withholding price $12.16 per share Value used for tax withholding shares
PSU shares awarded 36,646 shares Common stock acquired from PSU vesting
Shares after transactions 134,623 shares Direct holdings following PSU vesting and tax withholding
PSU performance period start April 1, 2023 Beginning of three-year PSU performance period
PSU performance period end March 31, 2026 End of three-year PSU performance period
performance share units financial
"Represents shares acquired ... pursuant to a previously granted award of performance share units ("PSUs")."
Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.
tax withholding obligation financial
"to satisfy the Reporting Person's tax withholding obligation upon the vesting of the PSUs described herein."
vesting financial
"upon the vesting of the PSUs described herein."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
grant, award, or other acquisition financial
"transaction code description: Grant, award, or other acquisition"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Paulek Mark D
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Human Resources Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/28/2026A36,646(1)A$0134,623D
Common Stock05/28/2026F10,757(2)D$12.16123,866D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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-Fact06/01/2026
** Signature of Reporting PersonDate
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

FAQ

What did Kyndryl (KD) executive Mark D. Paulek report in this Form 4?

Mark D. Paulek reported equity compensation activity, including vesting of performance share units and related tax withholding. He acquired common shares for meeting performance targets, while some shares were withheld by Kyndryl to satisfy tax obligations instead of being sold in the market.

How many Kyndryl (KD) shares did Mark D. Paulek receive from PSU vesting?

Mark D. Paulek received 36,646 shares of Kyndryl common stock upon achievement of pre-established performance targets. These shares were issued under a previously granted award of performance share units that measured performance over a three-year period ending March 31, 2026.

Why were 10,757 Kyndryl (KD) shares disposed of in this Form 4?

The 10,757 shares reported as a disposition were withheld by Kyndryl to cover Mark D. Paulek’s tax withholding obligation on vesting PSUs. Footnotes clarify these shares were not sold in the market but offset from the vested shares received.

At what price were the withheld Kyndryl (KD) shares valued?

The shares withheld for taxes were valued at $12.16 per share. This value is used to calculate the tax-withholding disposition, but the transaction represents an internal share withholding by Kyndryl rather than an open-market sale of stock.

How many Kyndryl (KD) shares does Mark D. Paulek hold after these transactions?

After the reported PSU vesting and tax withholding, Mark D. Paulek directly holds 134,623 shares of Kyndryl common stock. This figure reflects his position following both the share award and the withholding of a portion of shares to cover tax obligations.

What performance period applied to the Kyndryl (KD) PSUs reported by Paulek?

The performance share units vested based on targets measured over a three-year period from April 1, 2023 through March 31, 2026. Shares were delivered upon achievement of these pre-established performance goals under Kyndryl’s long-term incentive program.