Kyndryl (KD) interim CFO logs PSU share vesting and tax withholding on Form 4

Rhea-AI Filing Summary

Kyndryl Holdings Interim CFO Harsh Chugh reported routine equity compensation activity. He received 40,718 shares of common stock on May 28, 2026 at $0.00 per share as a grant tied to performance share units that vested after a three-year performance period ending March 31, 2026.

To cover tax withholding on the PSU vesting, 9,917 shares of common stock were withheld by the company at a reference price of $12.16 per share; these shares were not sold in the market but offset against the vested award. Following these transactions, Chugh directly holds 141,061 shares of Kyndryl common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Chugh Harsh

Role Interim CFO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	40,718	$0.00	--
Tax Withholding	Common Stock	9,917	$12.16	$121K

Holdings After Transaction: Common Stock — 141,061 shares (Direct, null)

Footnotes (1)

1. Represents shares acquired by the Reporting Person upon the achievement of pre-established performance targets over a three-year performance period beginning on April 1, 2023 and ending on March 31, 2026, pursuant to a previously granted award of performance share units ("PSUs"). 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 the PSUs described herein. 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

PSU shares vested: 40,718 shares Tax withholding shares: 9,917 shares Reference price: $12.16 per share +2 more

5 metrics

PSU shares vested 40,718 shares Common stock acquired as PSU grant/award on May 28, 2026

Tax withholding shares 9,917 shares Shares withheld to satisfy tax obligation at $12.16 per share

Reference price $12.16 per share Value used for tax-withholding disposition (code F)

Post-transaction holdings 141,061 shares Kyndryl common stock directly owned after transactions

Pre-withholding holdings figure 131,144 shares Intermediate total following tax-withholding line item

Key Terms

performance share units, tax withholding obligation, withholding from delivery of shares, grant, award, or other acquisition, +1 more

5 terms

performance share units financial

"Represents shares acquired ... pursuant to a previously granted award of performance share units ("PSUs")."

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

tax withholding obligation financial

"to satisfy the Reporting Person's tax withholding obligation upon the vesting of the PSUs described herein."

withholding from delivery of shares financial

"Represents the withholding from delivery of shares of common stock from the Issuer"

grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition""

Payment of exercise price or tax liability by delivering securities financial

"transaction_code_description: "Payment of exercise price or tax liability by delivering securities""

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Form 4 Insider Transactions: What Each Field Means →

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^*

Chugh Harsh

(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 CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

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	05/28/2026		A		40,718(1)	A	$0	141,061	D
Common Stock	05/28/2026		F		9,917(2)	D	$12.16	131,144	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 shares acquired by the Reporting Person upon the achievement of pre-established performance targets over a three-year performance period beginning on April 1, 2023 and ending on March 31, 2026, pursuant to a previously granted award of performance share units ("PSUs").

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 the PSUs described herein. 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	06/01/2026
	** 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)

FAQ

What insider transactions did Kyndryl (KD) Interim CFO Harsh Chugh report?

Harsh Chugh reported a routine equity compensation event. He received 40,718 shares of Kyndryl common stock from vested performance share units on May 28, 2026, and 9,917 shares were withheld by the company to satisfy tax obligations associated with that vesting.

Were any Kyndryl (KD) shares actually sold by Harsh Chugh in this Form 4?

No market sale occurred. The 9,917 shares shown as a disposition were withheld by Kyndryl to cover Chugh’s tax withholding obligation on vested performance share units, as disclosed in the footnotes, rather than being sold into the open market.

How many Kyndryl (KD) shares did Harsh Chugh receive from performance share units?

Chugh acquired 40,718 Kyndryl common shares upon achieving pre-established performance targets over a three-year period from April 1, 2023 to March 31, 2026, when his performance share unit award vested and was settled in stock at no cash purchase price.

What is Harsh Chugh’s Kyndryl (KD) shareholding after these Form 4 transactions?

After the May 28, 2026 transactions, Chugh directly holds 141,061 shares of Kyndryl common stock. This figure reflects the net result of the vested performance share units and the shares withheld to cover related tax obligations as described in the Form 4 footnotes.

What do the tax withholding shares in Harsh Chugh’s Kyndryl (KD) Form 4 mean?

The 9,917 shares labeled with transaction code F represent stock withheld by Kyndryl to satisfy Chugh’s tax withholding on vested performance share units. The footnotes clarify these shares were offset from his award and not sold by him in the market.