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Kyndryl CEO’s RSU Tax Withholding Doesn’t Signal Share Sale

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

On 1 Aug 2025 Kyndryl (KD) Chairman & CEO Martin J. Schroeter filed a Form 4 showing two code “F” transactions that relate solely to tax withholding on vested restricted-stock units (RSUs). The company withheld 44,185 shares at $36.58 to cover taxes on 86,552 RSUs granted in 2022, and 35,081 shares at the same price on 68,718 RSUs granted in 2023. No shares were sold into the open market; they were surrendered back to the issuer.

Schroeter’s direct ownership declined modestly from 1,836,893 to 1,801,812 shares, while no derivative securities were reported. Because the transactions are administrative rather than discretionary, they do not signal a change in the executive’s sentiment, nor do they materially alter public float or insider alignment. The CEO still retains a substantial 1.8 million-share stake, maintaining meaningful skin in the game for shareholders.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine RSU tax withholding; no open-market sale and minimal market impact.

Analysis: Code “F” transactions indicate shares withheld by the issuer to satisfy payroll taxes on RSU vesting, not discretionary selling. Such entries are generally neutral because (1) they do not increase supply in the public market, (2) the executive’s net stake remains high at ~1.8 million shares, and (3) there is no signal about company prospects. For valuation models, the event is immaterial; dilution is de minimis and cash flow is unchanged. Overall, investors can view the filing as administrative housekeeping rather than an insight into insider sentiment.

Insider Schroeter Martin J
Role Chairman and CEO
Type Security Shares Price Value
Tax Withholding Common Stock 44,185 $36.58 $1.62M
Tax Withholding Common Stock 35,081 $36.58 $1.28M
Holdings After Transaction: Common Stock — 1,836,893 shares (Direct)
Footnotes (1)
  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 86,552 restricted stock units previously granted on August 1, 2022 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. 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 68,718 restricted stock units previously granted on August 1, 2023 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.
Form 4 Insider Transactions: What Each Field Means →
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 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025
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 08/01/2025 F 44,185(1) D $36.58 1,836,893 D
Common Stock 08/01/2025 F 35,081(2) D $36.58 1,801,812 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 86,552 restricted stock units previously granted on August 1, 2022 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.
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 68,718 restricted stock units previously granted on August 1, 2023 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 08/05/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many Kyndryl (KD) shares were involved in the Form 4 filing?

A total of 79,266 shares were withheld (44,185 + 35,081) for tax purposes on RSU vesting.

Did CEO Martin Schroeter sell KD shares on the open market?

No. The shares were surrendered to the company to cover tax obligations; none were sold publicly.

What is the CEO’s current KD share ownership after the transaction?

Schroeter directly holds 1,801,812 KD common shares following the withholding.

What transaction code was used and what does it mean?

Code “F” was reported, indicating shares withheld by the issuer to pay taxes upon equity award vesting.

Is the Form 4 event considered material to investors?

The filing is largely administrative with minimal impact on float, earnings, or insider sentiment.