[Form 4] Kyndryl Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Bit Origin Ltd. (BTOG) 6-K highlights: on 13 Jul 2025 the Company signed a Securities Purchase Agreement allowing the sale of up to $100 million in senior secured convertible notes. At the Initial Closing (16 Jul 2025) it issued (i) a Series A-1 note for $10 m (conversion price $0.32) and (ii) a Series B-1 note for $5 m (conversion price $0.30), both maturing 16 Jul 2029. At the first Additional Closing (31 Jul 2025) it issued a Series C-1 note for $1.338 m (conversion price $0.395) maturing 31 Jul 2029. The notes are senior secured on all company assets, carry typical negative covenants (debt, liens, dividends, asset transfers) and default provisions, and were placed under Rule 506(b)/§4(a)(2) exemption to accredited investors.

Separately, the Grand Court of the Cayman Islands approved a reduction of par value from US$0.30 to US$0.000001. Post-reduction the Company adopted a Fifth A&R Memorandum and Articles, authorising 15 billion shares (14.25 billion Class A; 0.75 billion Class B) with aggregate authorised capital of US$15,000.

Key implications: the funding provides immediate liquidity of ≈$16.3 m with a further $83.7 m capacity, but the low conversion prices and massive share authorisation imply material dilution potential. Secured status and tight covenants increase leverage and operational constraints, offsetting liquidity benefits.

Insights

Financial Analyst

TL;DR: $100 m secured converts boost cash but create dilution overhang and tighten covenants; net impact neutral.

The new programme supplies up to $100 m in long-dated capital, with $16.3 m already raised—helpful given BTOG’s capital-intensive bitcoin-mining model. However, conversion strikes of $0.30–0.395 are close to penny-stock territory, translating into hundreds of millions of potential new shares once the par value cut and 15 billion authorised shares are considered. Senior security on “all personal property and assets” plus negative covenants may limit future debt capacity and strategic flexibility. Overall, liquidity gains are balanced by leverage and dilution risks.

Corporate Governance Expert

TL;DR: Massive share authorisation raises governance and shareholder-rights questions despite court-approved par reduction.

Moving from a US$0.30 to US$0.000001 par value and expanding authorised shares to 15 billion dramatically lowers issuance friction, effectively paving the way for bulk conversions and future equity financing without further shareholder votes. While legally sound, this shift can weaken existing holders’ influence and may be viewed as entrenchment if not accompanied by clear, shareholder-friendly communication and alignment mechanisms.

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
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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^*

Caruso Dominic 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

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	07/31/2025		A		6,296(1)	A	$38.12	60,086	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 2026 Annual Meeting of Stockholders (provided that the date of such annual meeting is at least 50 weeks after the date of the Issuer's 2025 Annual Meeting of Stockholders).

	/s/ Evan Barth, attorney-in-fact	08/01/2025
	** 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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