Kyndryl counsel has shares withheld for RSU taxes

Kyndryl Holdings, Inc. interim general counsel and secretary Mark Ringes reported routine equity activity related to restricted stock units.

Rhea-AI Filing Summary

Kyndryl Holdings, Inc. interim general counsel and secretary Mark Ringes reported routine equity activity related to restricted stock units. On June 3, 2026, 525 shares of common stock were withheld at $12.25 per share to cover his tax obligation upon the vesting of previously granted restricted stock units. The footnote clarifies these shares were not sold on the market but offset against the vested shares delivered by the company. After this tax-withholding disposition, he directly holds 99,264 common shares and indirectly holds 6 shares owned by his spouse.

Insider Trade Summary

Exercise Price or Tax Liability: 525 shares

Exercise Price or Tax Liability 2 txns

Insider Ringes Mark

Role Interim General Counsel & Sec

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	525	$12.25	$6K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 99,264 shares (Direct); Common Stock — 6 shares (Indirect, By Spouse)

Footnotes (2)

1. F1. 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 1,455 restricted stock units previously granted on June 3, 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.
2. F2. These shares are owned directly by the Reporting Person's spouse.

Key Figures

Tax-withholding shares: 525 shares Withholding price: $12.25 per share Direct holdings after transaction: 99,264 shares +1 more

4 metrics

Tax-withholding shares 525 shares Common stock withheld to satisfy tax obligation on RSU vesting

Withholding price $12.25 per share Price for 525 shares used to cover tax liability

Direct holdings after transaction 99,264 shares Common stock directly held by Mark Ringes after June 3, 2026

Indirect spouse holdings 6 shares Common stock owned directly by spouse and reported as indirect

Key Terms

restricted stock units, tax withholding obligation, tax-withholding disposition, indirect ownership, +1 more

5 terms

restricted stock units financial

"upon the vesting of 1,455 restricted stock units previously granted on June 3, 2024"

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 1,455 restricted stock units"

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for 525.0000 shares"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

indirect ownership financial

"direct_or_indirect: "I" and nature_of_ownership: "By Spouse""

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Kyndryl (KD) report for Mark Ringes?

Kyndryl reported that interim general counsel Mark Ringes had 525 common shares withheld to satisfy tax obligations on vested restricted stock units. This was recorded as a disposition but did not involve an open-market sale of shares.

Were Kyndryl (KD) shares sold by Mark Ringes in this Form 4?

No, the filing states the 525 Kyndryl shares were withheld by the issuer to cover tax obligations on RSU vesting. The footnote explicitly notes these shares were not sold but offset against the total vested shares delivered.

How many Kyndryl (KD) shares does Mark Ringes hold after this transaction?

Following the tax-withholding disposition, Mark Ringes directly holds 99,264 Kyndryl common shares. The Form 4 also reports an additional 6 common shares held indirectly through his spouse, reflecting a small separate position.

What does the F transaction code mean in the Kyndryl (KD) Form 4?

The F code indicates shares were disposed of to pay an exercise price or tax liability. In this case, 525 Kyndryl shares were withheld by the company to satisfy Mark Ringes’ tax withholding obligation on vested restricted stock units.

How are Mark Ringes’ spouse’s Kyndryl (KD) shares reported?

The Form 4 shows 6 Kyndryl common shares held indirectly "By Spouse." A footnote explains these shares are owned directly by his spouse, distinguishing them from his own direct holdings reported in the filing.

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

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Accepted by SEC EDGAR 06/05/2026 - 05:17 PM Learn about SEC filing dates

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^*

Ringes Mark

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Interim General Counsel & Sec

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026

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	06/03/2026		F		525(1)	D	$12.25	99,264	D
Common Stock								6(2)	I	By Spouse

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 1,455 restricted stock units previously granted on June 3, 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.

2. These shares are owned directly by the Reporting Person's spouse.

	/s/ Evan Barth, Attorney-in-Fact	06/05/2026
	** 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)