Kyndryl (KD) CHRO reports 2,878-share tax withholding after RSU vest

Rhea-AI Filing Summary

Kyndryl Holdings, Inc. reported an insider equity transaction by its Chief Human Resources Officer on 12/16/2025. The filing shows that 2,878 shares of common stock were withheld at a price of $26.37 per share to cover the executive’s tax obligations when previously granted restricted stock units vested.

The explanation clarifies that these shares were not sold in the open market; instead, they were retained by the company to satisfy tax withholding. Following this transaction, the reporting person directly owned 149,530 shares of Kyndryl common stock.

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

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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^*

CHARBONNIER MARYJO

(Last) (First) (Middle)

ONE VANDERBILT AVENUE, 15TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

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)
	Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025

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

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

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

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	12/16/2025		F		2,878(1)	D	$26.37	149,530	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 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 5,636 restricted stock units previously granted on December 16, 2021 to the Reporting Person. 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	12/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Kyndryl (KD) disclose in this Form 4?

The Chief Human Resources Officer had 2,878 shares of Kyndryl common stock withheld on 12/16/2025 to satisfy tax obligations related to vesting restricted stock units.

Was the Kyndryl (KD) insider transaction an open-market sale?

No. The filing states the 2,878 shares were withheld by the issuer to cover tax withholding on vested restricted stock units and were not sold by the reporting person.

How many Kyndryl (KD) shares does the insider own after this transaction?

After the reported transaction, the Chief Human Resources Officer beneficially owned 149,530 shares of Kyndryl common stock in direct ownership.

What equity award triggered the Kyndryl (KD) tax withholding?

The tax withholding related to the vesting of 5,636 restricted stock units that were previously granted to the reporting person on December 16, 2021.

What was the reported price for the withheld Kyndryl (KD) shares?

The 2,878 shares of common stock withheld for taxes were valued at a reported price of $26.37 per share in the Form 4.

What is the reporting person’s role at Kyndryl (KD)?

The reporting person in this Form 4 is an officer of Kyndryl Holdings, Inc., serving as the company’s Chief Human Resources Officer.