Chugh Harsh 4

What Happened
Harsh Chugh, Kyndryl's Interim Chief Financial Officer, had 40,718 performance-based restricted shares (PSUs) vest on May 28, 2026 (reported as an award/acquisition). To satisfy tax withholding on the vesting, 9,917 of those shares were withheld at an implied withholding price of $12.16 per share, representing $120,591. The award resulted from achievement of pre-established performance targets over the three-year performance period April 1, 2023 – March 31, 2026. The withheld shares were not sold on the open market but offset from the issued vested shares.

Key Details

• Transaction date: 2026-05-28; Form 4 filed: 2026-06-01 (appears timely).
• Award (code A): 40,718 shares acquired upon PSU vesting; reported acquisition price $0.00.
• Withholding (code F): 9,917 shares withheld to cover tax liability at $12.16 per share = $120,591 (these shares were offset, not sold).
• Shares owned after the transaction: not specified in the filing.
• Footnotes: F1 explains the PSUs vested after meeting performance targets for 4/1/2023–3/31/2026; F2 confirms withheld shares were used to satisfy tax withholding and were not sold.

Context
This was a compensation event (vesting of performance shares), not an open-market purchase or sale by the insider. Tax-withholding via share retention is common when equity awards vest and does not necessarily signal a change in insider sentiment.