Was the Kyndryl (KD) CEO’s 19,407-share Form 4 transaction an open-market sale?

No, the 19,407 shares were not sold in the open market. They were withheld by the issuer to cover Martin Schroeter’s tax withholding obligation upon vesting of restricted stock units, effectively reducing the number of vested shares delivered to him.

Kyndryl (NYSE: KD) CEO has 19,407 shares withheld to cover RSU taxes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Kyndryl Holdings, Inc. reported that Chairman and CEO Martin J. Schroeter had 19,407 shares of common stock withheld on June 3, 2026 to cover tax obligations. The shares were valued at $12.25 per share.

The footnote explains this withholding relates to the vesting of 38,015 restricted stock units granted on June 3, 2024 and that the shares were not sold on the open market. After this tax-withholding disposition, Schroeter directly holds 2,449,086 shares of Kyndryl common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Schroeter Martin J

Role Chairman and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	19,407	$12.25	$238K

Holdings After Transaction: Common Stock — 2,449,086 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 19,407 shares Withholding price per share: $12.25 per share RSUs vested: 38,015 units +1 more

4 metrics

Shares withheld for taxes 19,407 shares Tax-withholding disposition on June 3, 2026

Withholding price per share $12.25 per share Value applied to withheld shares

RSUs vested 38,015 units Restricted stock units granted June 3, 2024 that vested

Shares held after transaction 2,449,086 shares Direct common stock holdings after tax withholding

Key Terms

restricted stock units, tax withholding obligation, Form 4, withholding from delivery of shares

4 terms

restricted stock units financial

"upon the vesting of 38,015 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 38,015 restricted stock units"

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.

withholding from delivery of shares financial

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

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Form 4 Insider Transactions: What Each Field Means →

06/05/2026 - 05:04 PM

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

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
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/03/2026		F		19,407⁽¹⁾	D	$12.25	2,449,086	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 38,015 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.

	/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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Kyndryl (KD) report for CEO Martin Schroeter?

Kyndryl reported that CEO Martin Schroeter had 19,407 shares of common stock withheld to satisfy tax obligations tied to RSU vesting. This was a Form 4 tax-withholding disposition, not an open-market trade, and adjusted his net shares received from the award.

How many Kyndryl (KD) restricted stock units vested for the CEO in this filing?

The filing states that 38,015 restricted stock units, originally granted on June 3, 2024, vested for CEO Martin Schroeter. From these vested units, 19,407 shares were withheld to satisfy tax obligations, and the remaining vested shares were delivered to him.

What is Martin Schroeter’s Kyndryl (KD) shareholding after the tax withholding?

Following the tax-withholding disposition, Martin Schroeter directly holds 2,449,086 shares of Kyndryl common stock. This figure reflects his position after 19,407 shares were withheld to cover taxes on the vesting of 38,015 restricted stock units.

What does a tax-withholding disposition mean in this Kyndryl (KD) Form 4?

A tax-withholding disposition means shares are retained by the issuer to pay the insider’s tax obligation on vesting or exercise. In this case, Kyndryl withheld 19,407 shares from CEO Martin Schroeter instead of him selling shares externally to cover his tax liability.

Why were Kyndryl (KD) shares withheld at $12.25 in the CEO’s Form 4?

The Form 4 lists a price of $12.25 per share for the 19,407 withheld shares, which is used to value the tax-withholding transaction. This price helps determine the share value applied toward Martin Schroeter’s tax obligation on the RSU vesting.