Kyndryl Holdings (NYSE: KD) grants Stephen Hester 17,844 RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Kyndryl Holdings director Stephen A. M. Hester received a grant of 17,844 restricted stock units tied to Kyndryl common stock, scheduled to vest in full on the earlier of the grant-date anniversary and the company’s 2027 Annual Meeting of Stockholders, subject to a 50-week timing condition. On the same date, 1,260 shares of common stock were withheld at $13.45 per share to satisfy Hester’s tax withholding obligation upon the vesting of 6,296 restricted stock units granted on July 31, 2025; these shares were not sold in the market but offset from the vested shares delivered.

Insider Trade Summary

Net Buyer: 16,584 shares

Net Buy 2 txns

Insider Hester Stephen A. M.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	17,844	$13.45	$240K
Tax Withholding	Common Stock F2	1,260	$13.45	$17K

Holdings After Transaction: Common Stock — 73,960 shares (Direct)

Footnotes (2)

1. F1. Represents a grant of restricted stock units which will vest in full on the earlier of the anniversary of the grant date and the date of the Issuer's 2027 Annual Meeting of Stockholders (provided that the date of such annual meeting is at least 50 weeks after the date of the Issuer's 2026 Annual Meeting of Stockholders).
2. 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 6,296 restricted stock units previously granted on July 31, 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.

Key Figures

Restricted stock units granted: 17,844 units Shares withheld for taxes: 1,260 shares Reference price per share: $13.45 per share +2 more

5 metrics

Restricted stock units granted 17,844 units Equity award to director Stephen A. M. Hester on 2026-07-30

Shares withheld for taxes 1,260 shares Common stock withheld to satisfy tax withholding obligation on RSU vesting

Reference price per share $13.45 per share Price applied to both the RSU grant and tax-withholding share calculation

Previously vested RSUs 6,296 units Restricted stock units granted on July 31, 2025 that vested and triggered tax withholding

Vesting timing condition 50 weeks 2027 Annual Meeting must be at least 50 weeks after the 2026 Annual Meeting

Key Terms

restricted stock units, withholding from delivery of shares, tax withholding obligation, Annual Meeting of Stockholders

4 terms

restricted stock units financial

"Represents a grant of restricted stock units which will vest in full"

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.

withholding from delivery of shares financial

"Represents the withholding from delivery of shares of Common Stock"

tax withholding obligation financial

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

Annual Meeting of Stockholders financial

"on the earlier of the anniversary of the grant date and the date of the Issuer's 2027 Annual Meeting of Stockholders"

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/03/2026 - 05:31 PM Accepted by SEC EDGAR 08/03/2026 - 05:31 PM Learn about SEC filing dates

FAQ

What equity award did Kyndryl (KD) grant to Stephen A. M. Hester?

Kyndryl granted Stephen A. M. Hester 17,844 restricted stock units tied to its common stock. This equity award is scheduled to vest in full based on time, linked to the grant-date anniversary or the company’s 2027 Annual Meeting of Stockholders.

When will Stephen Hester’s new Kyndryl (KD) restricted stock units vest?

The 17,844 restricted stock units will vest in full on the earlier of the grant-date anniversary and Kyndryl’s 2027 Annual Meeting of Stockholders, provided that this meeting occurs at least 50 weeks after the 2026 Annual Meeting.

Why were 1,260 Kyndryl (KD) shares disposed of in this Form 4?

The 1,260 shares were withheld by Kyndryl to satisfy Stephen Hester’s tax withholding obligation when 6,296 restricted stock units vested. According to the disclosure, these shares were not sold in the market but offset from the vested shares delivered.

Were any Kyndryl (KD) shares sold on the open market in this Form 4?

The disclosure states that 1,260 shares of Kyndryl common stock were withheld to cover taxes upon vesting of prior restricted stock units. It specifically notes these shares were not sold by Stephen Hester but offset from the vested shares he received.

What does the tax-withholding transaction in Kyndryl (KD) Hester’s Form 4 represent?

The transaction coded “F” represents withholding from delivery of shares by Kyndryl to pay Stephen Hester’s tax withholding obligation on vesting of earlier RSUs. It reflects a tax-related disposition rather than a discretionary sale of shares into the market.

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^*

Hester Stephen A. M.

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/30/2026		A		17,844(1)	A	$13.45	75,220	D
Common Stock	07/30/2026		F		1,260(2)	D	$13.45	73,960	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 a grant of restricted stock units which will vest in full on the earlier of the anniversary of the grant date and the date of the Issuer's 2027 Annual Meeting of Stockholders (provided that the date of such annual meeting is at least 50 weeks after the date of the Issuer's 2026 Annual Meeting of Stockholders).

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 6,296 restricted stock units previously granted on July 31, 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.

Remarks:

Exhibit List - Exhibit 24.1 - Power of Attorney

	/s/ Ann Schlaffman, attorney-in-fact	08/03/2026
	** 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)