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Kyndryl (KD) CEO receives large RSU award and has shares withheld for taxes

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

Rhea-AI Filing Summary

Kyndryl Holdings Chairman and CEO Martin J. Schroeter reported routine equity compensation activity. On June 1, 2026, he received a grant of 496,063 restricted stock units, which vest in four equal annual installments beginning on June 3, 2027. On June 2, 2026, 20,776 shares of common stock at $12.62 per share were withheld by the company to cover his tax obligations upon vesting of earlier RSUs, and these shares were not sold on the market. Following these transactions, he directly holds 2,468,493 shares of Kyndryl common stock.

Positive

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Negative

  • None.
Insider Schroeter Martin J
Role Chairman and CEO
Type Security Shares Price Value
Tax Withholding Common Stock 20,776 $12.62 $262K
Grant/Award Common Stock 496,063 $0.00 --
Holdings After Transaction: Common Stock — 2,468,493 shares (Direct, null)
Footnotes (1)
  1. Represents a grant of restricted stock units that vest in four equal annual installments beginning on June 3, 2027. 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 40,697 restricted stock units previously granted on June 2, 2025 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.
RSU grant size 496,063 units Restricted stock units granted on June 1, 2026
RSU vesting start June 3, 2027 First of four equal annual vesting dates
Shares withheld for taxes 20,776 shares Withheld on June 2, 2026 for RSU tax obligation
Withholding reference price $12.62 per share Value used for tax-withholding disposition
Shares after transactions 2,468,493 shares Total Kyndryl common stock directly held post-transaction
Previously vested RSUs 40,697 units RSUs granted June 2, 2025 that vested and triggered tax withholding
restricted stock units financial
"Represents a grant of restricted stock units that vest in four equal annual installments"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax withholding obligation financial
"to satisfy the Reporting Person's tax withholding obligation upon the vesting of 40,697 restricted stock units"
vesting financial
"that vest in four equal annual installments beginning on June 3, 2027"
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"
Payment of exercise price or tax liability by delivering securities financial
"transaction code description: Payment of exercise price or tax liability by delivering securities"
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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*
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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026		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 Stock06/01/2026A496,063(1)A$02,489,269D
Common Stock06/02/2026F20,776(2)D$12.622,468,493D
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 a grant of restricted stock units that vest in four equal annual installments beginning on June 3, 2027.
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 40,697 restricted stock units previously granted on June 2, 2025 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-Fact06/03/2026
** 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 insider transactions did Kyndryl (KD) CEO Martin Schroeter report?

Martin Schroeter reported a grant of 496,063 restricted stock units and a withholding of 20,776 common shares for taxes. Both transactions are compensation-related, not open-market trades, and leave him holding 2,468,493 Kyndryl common shares directly.

How many Kyndryl (KD) shares does the CEO hold after this Form 4?

After these transactions, Martin Schroeter directly holds 2,468,493 shares of Kyndryl common stock. This figure reflects the new RSU grant and the tax-withholding share reduction reported in the filing and represents his updated reported direct ownership position.

What are the terms of Martin Schroeter’s new Kyndryl (KD) RSU grant?

The new grant covers 496,063 restricted stock units that vest in four equal annual installments. Vesting begins on June 3, 2027, meaning one quarter of the units becomes deliverable each year over a four-year schedule, subject to the grant’s conditions.

Were any Kyndryl (KD) shares sold by the CEO in this Form 4?

No open-market sales were reported. The 20,776 Kyndryl common shares shown as a disposition were withheld by the issuer to satisfy Martin Schroeter’s tax withholding obligation on vested RSUs, and were offset from shares otherwise deliverable to him.

Why were 20,776 Kyndryl (KD) shares disposed of in this filing?

The 20,776-share disposition reflects shares withheld by Kyndryl to cover Martin Schroeter’s tax obligations when 40,697 previously granted RSUs vested. The filing notes these shares were not sold by him but offset against the vested shares received.

Do the reported Kyndryl (KD) insider transactions involve derivative securities?

No derivative transactions are listed in this Form 4. The filing only shows non-derivative common stock activity tied to a restricted stock unit grant and tax withholding on RSU vesting, with no options or other derivative positions reported in the derivative summary.