Kyndryl (NYSE: KD) delays 10-Q amid SEC document review

Rhea-AI Filing Summary

Kyndryl Holdings, Inc. has filed a notice that it will delay its Form 10‑Q for the quarter ended December 31, 2025 because it cannot complete the report without unreasonable effort and expense.

The Audit Committee is reviewing the company’s cash management practices, related disclosures (including drivers of its adjusted free cash flow metric), internal control over financial reporting, and other matters after receiving voluntary document requests from the SEC’s Division of Enforcement. The company does not currently anticipate an impact on its consolidated financial statements, but expects to report material weaknesses in internal control over financial reporting for the quarter, the full fiscal year ended March 31, 2025, and the first two quarters of fiscal 2026. Kyndryl also states that management’s prior assessment and the auditor’s opinion on internal control over financial reporting as of March 31, 2025 should no longer be relied upon and indicates it is developing a remediation plan.

Insights

Accounting & Controls Analyst

Kyndryl delays its 10‑Q and signals serious internal control weaknesses tied to an SEC-related review.

Kyndryl is postponing its Form 10‑Q for the quarter ended December 31, 2025 while the Audit Committee reviews cash management practices, disclosures (including adjusted free cash flow), and internal control over financial reporting. This follows voluntary document requests from the SEC’s Division of Enforcement.

The company currently does not anticipate changes to its consolidated financial statements, but it expects to report material weaknesses in internal control over financial reporting covering the fiscal year ended March 31, 2025 and the first two quarters of fiscal 2026. It also states that its previous internal control assessment and the related PricewaterhouseCoopers LLP opinion as of March 31, 2025 should no longer be relied upon.

Kyndryl is developing a remediation plan to address these control issues, to be described in the delayed Quarterly Report. Future company filings related to the quarter ended December 31, 2025 will provide more detail on the identified material weaknesses and remediation steps.

SEC FILE NUMBER

001-40853

CUSIP NUMBER

50155Q100

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):	¨	Form 10-K		¨	Form 20-F		¨	Form 11-K
	x	Form 10-Q		¨	Form 10-D		¨	Form N-CEN		¨	Form N-CSR

For Period Ended: December 31, 2025

¨ Transition Report on Form 10-K

¨ Transition Report on Form 20-F

¨ Transition Report on Form 11-K

¨ Transition Report on Form 10-Q

For the Transition Period Ended: N/A

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A

PART I - REGISTRANT INFORMATION

Kyndryl Holdings, Inc.
Full Name of Registrant

N/A
Former Name if Applicable

One Vanderbilt Avenue, 15th Floor
Address of Principal Executive Office (Street and Number)

New York, New York 10017
City, State and Zip Code

PART II – RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate).

(a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

¨ (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR or the transition report or portion thereof, could not be filed within the prescribed time period.

Kyndryl Holdings, Inc. (the “Company”) is unable to file within the prescribed time period, without unreasonable effort and expense, its Quarterly Report on Form 10-Q for the quarter ended December 31, 2025 (the “Quarterly Report”).

The Company, through the Audit Committee of its Board of Directors, is reviewing its cash management practices, related disclosures (including regarding the drivers of the Company’s adjusted free cash flow metric), the efficacy of the Company’s internal control over financial reporting, and certain other matters following the Company’s receipt of voluntary document requests from the Division of Enforcement of the Securities and Exchange Commission (“SEC”) relating to such matters. Due to this review, the finalization of the Quarterly Report, including the Company’s assessment of internal control over financial reporting, requires additional time to complete.

At the time of this filing, the Company does not anticipate an impact to the Company’s consolidated balance sheets, consolidated income statements, consolidated statements of comprehensive income (loss), consolidated statements of cash flows or consolidated statements of equity.

In connection with the filing of the Quarterly Report, when made, the Company anticipates reporting material weaknesses in the Company’s internal control over financial reporting for the period covered in the Quarterly Report, as well as for the full fiscal year ended March 31, 2025, and the first two fiscal quarters of fiscal year 2026, which are expected to include, but may not be limited to, the effectiveness and strength of certain functions at the Company, including with respect to controls related to information and communication and tone at the top. As a result, the Company notes that its assessment of internal control over financial reporting and the related opinion of PricewaterhouseCoopers LLP only with respect to the effectiveness of the Company’s internal control over financial reporting as of March 31, 2025 included in the Company’s Annual Report on Form 10-K for the full fiscal year ended March 31, 2025 should no longer be relied upon.

The Company is developing a remediation plan that will be described further in the Quarterly Report.

PART IV – OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Martin J. Schroeter	855	596-3795
(Name)	(Area Code)	(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

Yes x No ¨

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

Yes ¨ No x

Cautionary Note Regarding Forward-Looking Statements

This notification on Form 12b-25 contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this notification on Form 12b-25 are forward-looking statements. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements contain words such as “anticipate,” “developing,” “will,” “expect,” “plan,” “intend,” “may,” “objectives,” “opportunity,” “plan,” “position,” “would,” and other similar words or expressions or the negative thereof or other variations thereon. Forward-looking statements are based on the Company’s current assumptions and beliefs regarding future business and financial performance and the matters discussed in this notification on Form 12b-25. For example, all statements the Company makes relating to (i) the ongoing review of the Company’s cash management practices, related disclosures, internal control over financial reporting and certain other matters, and the SEC matter, (ii) the timing and process to finalize the Company’s and its auditors’ processes related to the Quarterly Report, (iii) the impact of the ongoing review and the assessment of internal control over financial reporting and (iv) expected material weaknesses in the Company’s internal control over financial reporting, are all forward-looking statements. The Company’s actual business, financial condition, results of operations, reputation or prospects may differ materially from those suggested by forward-looking statements as a result of risks and uncertainties which include, among others: the timing, scope and completion of the review of the Company’s cash management practices, related disclosures, internal control over financial reporting and certain other matters, and the SEC matter and any results thereof; and the timing of the finalization of the Company’s financial statements to be included in the Quarterly Report and the Company’s assessment of internal control over financial reporting and the results thereof. Additional risks and uncertainties include, among others, those risks and uncertainties described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, as such factors may be updated from time to time in the Company’s subsequent filings with the SEC. Any forward-looking statement in this notification on Form 12b-25 speaks only as of the date on which it is made. Except as required by law, the Company assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Kyndryl Holdings, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 9, 2026	By:	/s/ Martin J. Schroeter
	Name:	Martin J. Schroeter
	Title:	Chairman of the Board and Chief Executive Officer

FAQ

Why did Kyndryl (KD) file a Form 12b-25 for its December 31, 2025 quarter?

Kyndryl filed Form 12b-25 because it cannot complete its Form 10-Q for the quarter ended December 31, 2025 without unreasonable effort and expense. The delay is tied to an Audit Committee review of cash management practices, related disclosures, and internal control over financial reporting.

What internal control issues did Kyndryl (KD) disclose in this late-filing notice?

Kyndryl disclosed that it anticipates reporting material weaknesses in internal control over financial reporting. These weaknesses are expected for the quarter covered by the delayed 10-Q, the full fiscal year ended March 31, 2025, and the first two fiscal quarters of 2026, affecting several control functions.

How does the Kyndryl (KD) Form 12b-25 affect prior internal control opinions?

Kyndryl stated that its assessment of internal control over financial reporting as of March 31, 2025, and PricewaterhouseCoopers LLP’s related opinion, should no longer be relied upon. This applies to the internal control section of the company’s Annual Report on Form 10-K for the year ended March 31, 2025.

What role does the SEC’s Division of Enforcement play in Kyndryl’s (KD) delay?

Kyndryl reported receiving voluntary document requests from the SEC’s Division of Enforcement covering cash management practices, related disclosures, internal control over financial reporting, and other matters. These requests prompted the Audit Committee review that is delaying completion of the company’s Form 10-Q.

Does Kyndryl (KD) expect changes to its financial statements from this review?

Kyndryl stated that, at the time of the notice, it does not anticipate an impact on its consolidated balance sheets, income statements, statements of comprehensive income (loss), cash flows, or statements of equity, even though it expects to report material weaknesses in internal control over financial reporting.

Is Kyndryl (KD) planning remediation for its internal control weaknesses?

Yes. Kyndryl said it is developing a remediation plan to address the expected material weaknesses in internal control over financial reporting. The company indicated this plan will be described in more detail in its delayed Quarterly Report on Form 10-Q once filed.