UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Amendment
No. 1)
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
This Form 8-K/A amends the Form 8-K filed by Kyndryl Holdings, Inc. (the “Company”) on February 9, 2026 (the “Original 8-K”). As disclosed in the Original 8-K, Harsh Chugh was appointed as Interim Chief Financial Officer and Bhavna Doegar was appointed as Interim Corporate Controller of the Company, in each case effective as of February 5, 2026. The Company is filing this Form 8-K/A to amend the Original 8-K to report certain adjustments made to the existing compensation arrangements of Mr. Chugh and Ms. Doegar in connection with their respective appointment. There are no other changes to the information contained in the Original 8-K.
In connection with his appointment as Interim Chief Financial Officer, Mr. Chugh will receive (i) a one-time grant of restricted stock units that will vest 6 months from the date of grant, with a grant date fair value of $500,000 based on the stock price at the close of trading on the day of grant and (ii) a supplemental monthly cash payment of $35,000.
In connection with her appointment as Interim Corporate Controller, Ms. Doegar, who recently joined the Company in December 2025, will receive a one-time grant of restricted stock units that will vest in full 3 years from the date of grant, with a grant date fair value of $864,000 based on the stock price at the close of trading on the day of grant.
Grants of restricted stock units are scheduled to occur on the Company’s next regularly scheduled quarterly grant date on March 2, 2026.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 17, 2026
| KYNDRYL HOLDINGS, INC. | ||
| By: | /s/ Evan Barth | |
| Name: Evan Barth | ||
| Title: Vice President, Associate General Counsel and Assistant Corporate Secretary | ||