Schroeter Martin J 4

What Happened

• Martin J. Schroeter, Kyndryl's Chairman and CEO, had 427,516 performance share units (PSUs) vest on May 28, 2026. Of those vested shares, 205,913 shares were withheld to satisfy his tax withholding obligation (reported as a disposition) at $12.16 per share, totaling $2,503,902. The remaining net shares delivered to him equal 221,603.

Key Details

• Transaction date: 2026-05-28; Form 4 filed: 2026-06-01 (filed within the two-business-day SEC window).
• Award/acquisition: 427,516 shares reported as an award/acquisition (code A).
• Tax withholding/disposition: 205,913 shares withheld (code F) at $12.16/share for $2,503,902.
• Net shares received: 427,516 − 205,913 = 221,603 shares.
• Footnotes: F1 — PSUs vested after a three-year performance period (4/1/2023–3/31/2026). F2 — Withheld shares were not sold on the open market but were offset to satisfy tax withholding.
• Shares owned after transaction: Not disclosed in this filing.

Context

• This was a vesting of performance-based equity (PSUs), not an open-market purchase or voluntary sale. The reported disposition is a tax withholding mechanism common on equity vesting and does not necessarily indicate a market sale by the insider.
• For retail investors, purchases signal direct insider accumulation; vesting events with tax withholding are routine compensation mechanics and should be interpreted differently than open-market insider buys or deliberate sales.