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

Rhea-AI Filing Summary

Kyndryl Holdings, Inc. – SEC Form 4

• Insider: Stephen A.M. Hester, Director.
• Transaction date: 25 Jul 2025.
• Code F: 1,947 common shares withheld by the issuer at $38.74 each to cover taxes on the vesting of 7,787 previously granted RSUs (award dated 25 Jul 2024).
• Effect: No open-market sale or cash proceeds; shares were net-settled for tax, a routine administrative action.
• Post-transaction ownership: 51,080 KD shares held directly.
• No derivative securities were acquired, disposed of, or outstanding.

The filing reflects standard equity-based compensation settlement and does not indicate a change in Mr. Hester’s economic exposure to KD or signal a strategic shift by the insider.

Insights

Securities Analyst

TL;DR: Routine share withholding for taxes; neutral signal for KD investors.

The Code F entry shows Kyndryl withheld 1,947 shares from Director Stephen Hester to settle payroll taxes on an RSU vesting event. Because the transaction is non-discretionary, lacks cash proceeds, and leaves the insider with a sizable 51,080-share holding, it carries no material information about sentiment or valuation. Such filings are common across equity-comp plans and usually have negligible impact on liquidity, float, or governance metrics. I therefore view the disclosure as neutral for KD’s investment thesis.

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).

1. Name and Address of Reporting Person^*

Hester Stephen A. M.

(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)
07/25/2025

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	07/25/2025		F		1,947(1)	D	$38.74	51,080	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 7,787 restricted stock units previously granted on July 25, 2024 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	07/29/2025
	** 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.

FAQ

What insider transaction did Kyndryl (KD) report on 25 Jul 2025?

Director Stephen Hester had 1,947 KD shares withheld by the company to cover taxes on vested RSUs.

Was the 1,947-share disposition an open-market sale?

No. The shares were withheld by the issuer (Code F) and not sold in the market.

How many Kyndryl shares does Stephen Hester own after the transaction?

He directly owns 51,080 KD common shares.

What price was used for the share withholding?

The shares were valued at $38.74 per share, according to the Form 4.

Does the filing indicate any derivative security activity?

No derivative securities were acquired, disposed of, or outstanding in this filing.