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

Rhea-AI Filing Summary

Kyndryl Holdings (KD) Form 4 filing: On 31 Jul 2025, director Shirley A. Jackson received 6,296 restricted stock units (RSUs) under the board’s annual equity award program (transaction code “A”). The RSUs will vest in full on the earlier of the one-year anniversary of the grant or the 2026 annual meeting, provided that meeting occurs at least 50 weeks after the 2025 meeting.

Following the grant, Jackson’s direct beneficial ownership increased to 66,812 common shares. No shares were sold and no derivative securities were involved.

This is a routine, non-open-market compensation grant that modestly strengthens insider alignment but carries no immediate earnings or cash-flow impact.

Positive

• Director Shirley A. Jackson acquired 6,296 RSUs, lifting her direct holdings to 66,812 shares, modestly increasing insider alignment.

Negative

• None.

Insights

Securities Analyst

TL;DR – Routine director RSU grant; neutral near-term impact.

The filing documents a standard equity award rather than a discretionary open-market buy. While Jackson’s stake rises 10%, the additional 6.3 k shares are immaterial versus KD’s 228 m basic shares outstanding. Because no cash was paid and no shares were sold, dilution is negligible and sentiment impact limited. Investors may view the grant as modestly supportive of board-management alignment, but it does not signal a change in business outlook or insider conviction beyond normal compensation practices.

Corporate Governance Expert

TL;DR – Consistent with best-practice director pay; governance neutral.

The annual RSU grant structure aligns director incentives with shareholder returns and vests fully within roughly 12 months, matching prevailing S&P 500 governance norms. No acceleration or special terms appear that would raise red-flags. Because shares vest at the next annual meeting, they encourage continued board service without overly entrenching the director. Overall, governance implications are neutral and do not require investor action.

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

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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^*

JACKSON SHIRLEY A

(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	66,812	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.
* 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.
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FAQ

How many Kyndryl (KD) shares did Shirley A. Jackson acquire?

She received 6,296 restricted stock units on 31 Jul 2025.

What is Shirley A. Jackson's total KD share ownership after the grant?

Her direct beneficial ownership stands at 66,812 common shares.

Was the transaction an open-market purchase?

No. The Form 4 lists transaction code “A,” indicating a restricted stock unit grant, not a market buy.

When will the granted RSUs vest?

They vest on the earlier of the one-year anniversary of 31 Jul 2025 or the 2026 annual meeting (if at least 50 weeks after the 2025 meeting).

Does this filing affect Kyndryl's earnings or cash flow?

No immediate financial impact; the grant is non-cash and treated as routine equity compensation expense.