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

Rhea-AI Filing Summary

On 1 Aug 2025, AppFolio (APPF) 10% owner Klaus Schauser, acting through the 1206 Family Trust, filed a Form 4 detailing the disposal of 303,000 Class A shares.

• Open-market sales: 3,000 shares sold in nine tranches at weighted-average prices between $285.41 and $305.00.
• Gift transfer: 300,000 shares transferred at $0 (code “G”).
• Remaining ownership: The filing shows 0 shares held indirectly after the gift, eliminating the reporting person’s prior stake.
• All sales were executed under a Rule 10b5-1 plan adopted ≈12 Mar 2024; prices for each tranche reflect weighted averages across multiple trades.

No derivative transactions were reported. The rapid reduction from ~303k shares to none removes a significant insider holding, information investors often view as a potential negative signal regarding long-term alignment.

Insights

Securities Analyst

TL;DR: 10% owner exits position; signal skews negative.

Schauser’s combined 3,000-share sale and 300,000-share gift eliminates his entire indirect stake. While gifts avoid the price impact of outright sales, the absence of remaining holdings ends insider alignment and could pressure sentiment. Volumes represent ~9 days of recent average trading volume, so immediate market impact should be manageable, but the directional message is clearly distributive.

Corporate Governance Expert

TL;DR: Large gift is non-economic yet removes ownership influence.

The irrevocable transfer of 300,000 shares—far larger than the modest market sales—suggests estate or philanthropic planning rather than profit-taking, but it still erases voting power from a founder-level holder. Governance watchers may reassess board independence and control dynamics if additional founders hold outsized stakes.

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^*

Ungerleider Howard I

(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	80,086	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)
				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.
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

How many APPF shares did Klaus Schauser sell on 1 Aug 2025?

He sold 3,000 Class A shares in nine separate trades under a Rule 10b5-1 plan.

At what prices were the APPF insider sales executed?

Weighted-average prices ranged from $285.41 to $305.00 per share.

Did the insider keep any AppFolio shares after the transactions?

No. After gifting 300,000 shares, the reporting person shows 0 shares beneficially owned.

What is the significance of the transaction code "G" in the Form 4?

"G" denotes a gift; 300,000 shares were transferred with no consideration.

Was the sale executed under a Rule 10b5-1 trading plan?

Yes, the filing states the shares were sold pursuant to a plan adopted on or about 12 Mar 2024.