KD / Kyndryl Holdings, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SEC

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO 001-40853 (Commission file number) Kyndryl Holdings, Inc.

KYNDRYL REPORTS FIRST QUARTER FISCAL 2026 RESULTS

Exhibit 99.1 KYNDRYL REPORTS FIRST QUARTER FISCAL 2026 RESULTS ● Revenues for the quarter ended June 30, 2025 total $3.74 billion, pretax income is $92 million, and net income is $56 million ● Adjusted EBITDA is $647 million, adjusted pretax income is $128 million, and adjusted net income is $90 million ● Kyndryl Consult delivers double-digit revenue growth in the quarter and over the last twelve

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 4, 2025 Kyndryl Holdings, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 4, 2025 Kyndryl Holdings, Inc.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 31, 2025 Kyndryl Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Ru

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-40853 (Commission file number) Kyndryl Holdings, Inc.

Power of attorney (filed herewith).

EX-24.1 8 kd-20250331xex24d1.htm EX-24.1 Exhibit 24.1 POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Edward Sebold and Evan Barth, and each of them, any of whom may act without joinder of the other, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, pl

Form of LTPP equity award agreement for retention restricted stock units (filed herewith).†

Exhibit 10.27 Kyndryl Retention [Growth Accelerator] Restricted Stock Units Equity Award Agreement Confidential Plan Amended and Restated Kyndryl 2021 Long-Term Performance Plan (the “Plan”) Award Type Retention Restricted Stock Units (RRSUs) Purpose The purpose of this Award is to reward and retain the services of the recipient. You recognize that this Award represents a potentially significant b

Form of LTPP equity award agreement for performance share units (filed herewith).†

Exhibit 10.25 Kyndryl Performance Share Units Equity Award Agreement Confidential Plan Amended and Restated Kyndryl 2021 Long-Term Performance Plan (the “Amended Plan”) Award Type Performance Share Units (PSUs) Purpose The purpose of this Award is to reward and retain the services of the recipient. You recognize that this Award represents a potentially significant benefit to you and is awarded for

Description of the registrant’s securities registered under Section 12 of the Exchange Act (filed herewith).

Exhibit 4.5 DESCRIPTION OF SECURITIES OF KYNDRYL HOLDINGS, INC. REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 In this document, the “Company,” “we,” “us” and “our” refer to Kyndryl Holdings, Inc., a Delaware corporation. The following description of our common stock summarizes material provisions of our amended and restated certificate of incorporation (the “certificate

Subsidiaries of the registrant (filed herewith).

Exhibit 21.1 SUBSIDIARIES Subsidiaries—as of March 31, 2025 Company Name State or Country of Incorporation or Organization Kyndryl Argentina S.R.L. Argentina Kyndryl Australia Pty Ltd Australia Kyndryl Austria GmbH Austria Kyndryl Belgium BV/SRL Belgium Kyndryl Brasil Serviços Limitada Brazil Kyndryl Bulgaria EOOD Bulgaria Kyndryl Canada Limited Canada Kyndryl Chile SpA Chile Kyndryl (China) Infor

Form of LTPP equity award agreement for restricted stock units (filed herewith).†

Exhibit 10.26 Kyndryl Restricted Stock Units Equity Award Agreement Confidential Plan Amended and Restated Kyndryl 2021 Long-Term Performance Plan (the “Plan” or “Amended Plan”) Award Type [Restricted Stock Units, Cash-Settled Restricted Stock Units] Purpose The purpose of this Award is to reward and retain the services of the recipient. You recognize that this Award represents a potentially signi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 7, 2025 Kyndryl Holdings, Inc.

KYNDRYL REPORTS FOURTH QUARTER AND FULL-YEAR 2025 RESULTS

Exhibit 99.1 KYNDRYL REPORTS FOURTH QUARTER AND FULL-YEAR 2025 RESULTS ● Revenues for the quarter ended March 31, 2025 total $3.8 billion, pretax income is $118 million, net income is $68 million, adjusted EBITDA is $698 million, and adjusted pretax income is $185 million ● Fiscal year 2025 revenues total $15.1 billion, pretax income is $435 million, net income is $252 million, adjusted EBITDA is

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 14, 2025 Kyndryl Holdings, Inc.

Amended and Restated Five-Year Revolving Credit Agreement, dated as of March 14, 2025, by and among Kyndryl Holdings, Inc, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, and the other financial institutions party thereto

Exhibit 10.1 $3,150,000,000 AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT among KYNDRYL HOLDINGS, INC. The Several Lenders from Time to Time Parties Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent MUFG BANK, LTD., MIZUHO BANK, LTD., THE BANK OF NOVA SCOTIA and SUMITOMO MITSUI BANKING CORPORATION, as Syndication Agents and BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO 001-40853 (Commission file number) Kyndryl Holdings, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 3, 2025 Kyndryl Holdings, Inc.

KYNDRYL REPORTS THIRD QUARTER FISCAL 2025 RESULTS

Exhibit 99.1 KYNDRYL REPORTS THIRD QUARTER FISCAL 2025 RESULTS ● Revenues for the quarter ended December 31, 2024 total $3.74 billion, pretax income is $258 million, and net income is $215 million ● Adjusted EBITDA is $704 million, adjusted pretax income is $160 million, and adjusted net income is $124 million ● Kyndryl Consult delivers double-digit revenue growth in the quarter and over the last

KYNDRYL ANNOUNCES $300 MILLION SHARE REPURCHASE AUTHORIZATION

Exhibit 99.1 KYNDRYL ANNOUNCES $300 MILLION SHARE REPURCHASE AUTHORIZATION NEW YORK, November 21, 2024 – Kyndryl Holdings, Inc. (NYSE: KD), the world’s largest IT infrastructure services provider, today announced that its Board of Directors has authorized a $300 million share repurchase program. “Our share repurchase authorization reflects the confidence we have in our business and our outlook for

WASHINGTON, DC 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 21, 2024 Kyndryl Holdings, Inc.

Fourth Amendment to Amended and Restated Receivable Purchase Agreement, dated July 26, 2024, by and among Banco Santander S.A., Kyndryl, Inc. and Kyndryl Holdings, Inc. (filed herewith)

Exhibit 10.1 FOURTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT THIS FOURTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of July 26, 2024 (the “Amendment Effective Date”), is entered into by and among Banco Santander S.A. (“Santander”), Kyndryl, Inc., a Delaware corporation (“Kyndryl”), and Kyndryl Holdings Inc., a Delaware corp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024 ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO 001-40853 (Commission file number) Kyndryl Holdings, Inc.

KYNDRYL REPORTS SECOND QUARTER FISCAL 2025 RESULTS

Exhibit 99.1 KYNDRYL REPORTS SECOND QUARTER FISCAL 2025 RESULTS ● Revenues for the quarter ended September 30, 2024 total $3.8 billion, pretax loss is $5 million, and net loss is $43 million ● Adjusted EBITDA is $557 million, adjusted pretax income is $45 million, and adjusted net income is $3 million ● Kyndryl Consult again delivers double-digit revenue growth in the quarter and over the last twe

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 6, 2024 Kyndryl Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SEC

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO 001-40853 (Commission file number) Kyndryl Holdings, Inc.

Form of Amended and Restated Kyndryl 2021 Long-Term Performance Plan (LTPP) equity award agreement for restricted stock units (filed herewith)

Exhibit 10.1 Kyndryl Restricted Stock Units Equity Award Agreement Confidential Plan Amended and Restated Kyndryl 2021 Long-Term Performance Plan (the “Plan” or “Amended Plan”) Award Type [Restricted Stock Units, Cash-Settled Restricted Stock Units] Purpose The purpose of this Award is to reward and retain the services of the recipient. You recognize that this Award represents a potentially signif

Amendment to the Kyndryl Executive Severance Plan and Executive Retirement Policy (filed herewith)

Exhibit 10.3 Amendment 4 to the Kyndryl Executive Severance Plan and Executive Retirement Policy The following amendments are effective for terminations of employment occurring on or after July 25, 2024. 1. Article 3 (“Severance Benefits”) is amended by replacing the existing text and table under the heading “Amount of Severance Benefits” and prior to the subheading “Calculation of Incentive Pay A

Form of LTPP equity award agreement for performance share units (filed herewith)

Exhibit 10.2 Kyndryl Performance Share Units Equity Award Agreement Confidential Plan Amended and Restated Kyndryl 2021 Long-Term Performance Plan (the “Amended Plan”) Award Type Performance Share Units (PSUs) Purpose The purpose of this Award is to reward and retain the services of the recipient. You recognize that this Award represents a potentially significant benefit to you and is awarded for

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 31, 2024 Kyndryl Holdings, Inc.

KYNDRYL REPORTS FIRST QUARTER FISCAL 2025 RESULTS

Exhibit 99.1 KYNDRYL REPORTS FIRST QUARTER FISCAL 2025 RESULTS ● Revenues for the quarter ended June 30, 2024 total $3.74 billion, pretax income is $64 million, and net income is $11 million ● Adjusted EBITDA is $556 million, adjusted pretax income is $92 million, and adjusted net income is $31 million ● Kyndryl Consult continues to gain momentum with double-digit revenue growth in the quarter and

WASHINGTON, DC 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 25, 2024 Kyndryl Holdings, Inc.

COURTESY COPY PDF

AMessagefromOurChairmanand ChiefExecutiveOfficer DearFellowStockholders, OnbehalfoftheentireKyndrylBoardofDirectors,Iampleasedto inviteyoutoKyndryl’s2024AnnualMeetingofStockholdersonJuly25, 2024at1:00p.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ De

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Ru

Kyndryl Holdings, Inc. Securities Trading Policy (filed herewith).

Exhibit 19.1 KYNDRYL HOLDINGS, INC. SECURITIES TRADING POLICY Effective April 25, 2024 I. Purpose The purpose of this Securities Trading Policy (the “Policy”) is to define the standards for the handling of nonpublic information relating to Kyndryl Holdings, Inc. and its subsidiaries (collectively, the “Company”) and the buying and selling of securities of the Company. It is important to note that

Power of attorney (filed herewith).

Exhibit 24.1 POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Edward Sebold and Evan Barth, and each of them, any of whom may act without joinder of the other, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities,

Subsidiaries of the registrant (filed herewith).

Exhibit 21.1 SUBSIDIARIES Subsidiaries—as of March 31, 2024 Company Name State or Country of Incorporation or Organization Kyndryl Argentina S.R.L. Argentina Kyndryl Australia Pty Ltd Australia Kyndryl Austria GmbH Austria Kyndryl Belgium BV/SRL Belgium Kyndryl Brasil Serviços Limitada Brazil Kyndryl Bulgaria EOOD Bulgaria Kyndryl Canada Limited Canada Kyndryl Chile SpA Chile Kyndryl (China) Infor

Description of the registrant’s securities registered under Section 12 of the Exchange Act (filed herewith).

Exhibit 4.5 DESCRIPTION OF SECURITIES OF KYNDRYL HOLDINGS, INC. REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 In this document, the “Company,” “we,” “us” and “our” refer to Kyndryl Holdings, Inc., a Delaware corporation. The following description of our common stock summarizes material provisions of our amended and restated certificate of incorporation (the “certificate

Kyndryl Financial Statement Clawback Policy (filed herewith).

Exhibit 97.1 KYNDRYL FINANCIAL STATEMENT CLAWBACK POLICY This Kyndryl Financial Statement Clawback Policy (the “Policy”) has been adopted by the Compensation and Human Capital Committee (the “Committee”) of the Board of Directors (the “Board) of Kyndryl Holdings, Inc. (the “Company” or “Kyndryl”), effective as of October 2, 2023. This Policy provides for the recoupment of certain executive compens

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-40853 (Commission file number) Kyndryl Holdings, Inc.

KYNDRYL REPORTS FOURTH QUARTER AND FULL-YEAR 2024 RESULTS

Exhibit 99.1 KYNDRYL REPORTS FOURTH QUARTER AND FULL-YEAR 2024 RESULTS ● Revenues for the quarter ended March 31, 2024 total $3.8 billion, pretax loss is $4 million, net loss is $45 million, adjusted EBITDA is $566 million, and adjusted pretax income is $30 million ● Fiscal year 2024 revenues total $16.1 billion, pretax loss is $168 million, net loss is $340 million, adjusted EBITDA is $2.4 billio

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 7, 2024 Kyndryl Holdings, Inc.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 15, 2024 Kyndryl Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40853 (Commission File Numb

Underwriting Agreement, dated as of February 15, 2024, by and among Kyndryl Holdings, Inc. and MUFG Securities Americas Inc., Scotia Capital (USA) Inc. and SMBC Nikko Securities America, Inc., as representatives of the underwriters named in Schedule 1 therein.

Exhibit 1.1 $500,000,000 Kyndryl Holdings, Inc. 6.350% Senior Notes due 2034 Underwriting Agreement February 15, 2024 MUFG Securities Americas Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o MUFG Securities Americas Inc. 1221 Avenue of the Americas, 6th Floor New York, New York 10020 Scotia Capital (U

Second Supplemental Indenture, dated as of February 15, 2024, between Kyndryl Holdings, Inc. and the Bank of New York Mellon Trust Company, N.A., as trustee, was filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on February 20, 2024 and is hereby incorporated by reference.

Exhibit 4.1 KYNDRYL HOLDINGS, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of February 20, 2024 to INDENTURE Dated as of October 15, 2021 Relating to $500,000,000 of 6.350% Senior Notes due 2034 TABLE OF CONTENTS Page Article One Definitions and Other Provisions of General Application Section 1.01. References 1 Section 1.02. Definition

Calculation of Filing Fee Tables Form S-3 (Form Type) Kyndryl Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Kyndryl Holdings, Inc.

$500,000,000 Kyndryl Holdings, Inc. 6.350% Senior Notes due 2034

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-276713 PROSPECTUS SUPPLEMENT (To prospectus dated January 26, 2024) $500,000,000 Kyndryl Holdings, Inc. 6.350% Senior Notes due 2034 We are offering $500,000,000 aggregate principal amount of 6.350% Senior Notes due 2034 (the “Notes”). The Notes will be issued pursuant to a base indenture dated as of October 15, 2021 between

SUBJECT TO COMPLETION, DATED FEBRUARY 15, 2024

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

PRICING TERM SHEET Kyndryl Holdings, Inc. $500,000,000 6.350% Senior Notes due 2034

Filed Pursuant to Rule 433 Registration No. 333-276713 February 15, 2024 Relating to Preliminary Prospectus Supplement dated February 15, 2024 PRICING TERM SHEET Kyndryl Holdings, Inc. $500,000,000 6.350% Senior Notes due 2034 This pricing term sheet (this “Pricing Term Sheet”) is qualified in its entirety by reference to the preliminary prospectus supplement, dated February 15, 2024 (the “Prelimi

KD / Kyndryl Holdings, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01305-kyndrylholdingsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Kyndryl Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 50155Q100 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to desi

KD / Kyndryl Holdings, Inc. / JUPITER ASSET MANAGEMENT LTD - FORM SC 13G Passive Investment

SC 13G 1 sc13g012924.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* KYNDRYL HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 50155Q100 (CUSIP Number) 12/31/2023 (Date of Event which Requires Filing of this Statement) Check the appro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO 001-40853 (Commission file number) Kyndryl Holdings, Inc.

KYNDRYL REPORTS THIRD QUARTER FISCAL 2024 RESULTS AND RAISES ITS FULL-YEAR OUTLOOK Strong execution on ‘three-A’s’ strategy drives earnings growth

Exhibit 99.1 KYNDRYL REPORTS THIRD QUARTER FISCAL 2024 RESULTS AND RAISES ITS FULL-YEAR OUTLOOK Strong execution on ‘three-A’s’ strategy drives earnings growth ● Revenues for the quarter ended December 31, 2023 total $3.9 billion, pretax income is $53 million, and net loss is $12 million ● Adjusted EBITDA is $615 million, and adjusted pretax income is $63 million ● Raises full-year adjusted earnin

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 6, 2024 Kyndryl Holdings, Inc.

Statement of Eligibility on Form T-1 of Trustee

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)  ¨ THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) N/

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3ASR (Form Type) Kyndryl Holdings, Inc.

Powers of Attorney

Exhibit 24.1 POWERS OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Martin Schroeter, David Wyshner, Vineet Khurana, Joshua Gordon, Edward Sebold and Evan Barth, and each of them, any of whom may act without joinder of the other, the individual’s true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and

As filed with the Securities and Exchange Commission on January 26, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 26, 2024 Registration No.

Form of LTPP equity award agreement for restricted stock units.

Exhibit 10.5 Kyndryl Restricted Stock Units Equity Award Agreement Confidential Plan Amended and Restated Kyndryl 2021 Long-Term Performance Plan (the “Plan” or “Amended Plan”) Award Type [Restricted Stock Units, Cash-Settled Restricted Stock Units] Purpose The purpose of this Award is to reward and retain the services of the recipient. You recognize that this Award represents a potentially signif

Form of LTPP equity award agreement for performance share units was filed as Exhibit 10.6 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 filed on November 8, 2023 and is hereby incorporated by reference.†

Exhibit 10.6 Kyndryl Performance Share Units Equity Award Agreement Confidential Plan Amended and Restated Kyndryl 2021 Long-Term Performance Plan (the “Amended Plan”) Award Type Performance Share Units (PSUs) Purpose The purpose of this Award is to reward and retain the services of the recipient. You recognize that this Award represents a potentially significant benefit to you and is awarded for

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023 ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO 001-40853 (Commission file number) Kyndryl Holdings, Inc.

Amendment to the Kyndryl Executive Severance Plan and Executive Retirement Policy.

Exhibit 10.7 Amendment 3 to the Kyndryl Executive Severance Plan and Executive Retirement Policy The following amendments to the Kyndryl Executive Severance Plan and Executive Retirement Policy are effective for terminations of employment occurring on or after October 26, 2023. 1. Article 3 (“Severance Benefits”) is amended by adding a new subheading “Financial Advisory Services” immediately follo

KYNDRYL REPORTS SECOND QUARTER FISCAL 2024 RESULTS AND RAISES ITS FULL-YEAR OUTLOOK Strong execution on ‘three-A’s’ strategy drives margin expansion

Exhibit 99.1 KYNDRYL REPORTS SECOND QUARTER FISCAL 2024 RESULTS AND RAISES ITS FULL-YEAR OUTLOOK Strong execution on ‘three-A’s’ strategy drives margin expansion ● Revenues for the quarter ended September 30, 2023 total $4.1 billion, pretax loss is $109 million, and net loss is $142 million ● Adjusted EBITDA is $574 million, adjusted pretax income is $25 million, and adjusted net loss is $12 milli

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 7, 2023 Kyndryl Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SEC

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO 001-40853 (Commission file number) Kyndryl Holdings, Inc.

KYNDRYL REPORTS FIRST QUARTER FISCAL 2024 RESULTS AND RAISES ITS FULL-YEAR EARNINGS OUTLOOK Strong execution of the ‘three-A’s’ strategy drives higher earnings

Exhibit 99.1 KYNDRYL REPORTS FIRST QUARTER FISCAL 2024 RESULTS AND RAISES ITS FULL-YEAR EARNINGS OUTLOOK Strong execution of the ‘three-A’s’ strategy drives higher earnings ● Revenues for the quarter ended June 30, 2023 total $4.2 billion, pretax loss is $109 million, and net loss is $141 million ● Adjusted EBITDA is $612 million, adjusted pretax income is $47 million, and adjusted net income is b

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 7, 2023 Kyndryl Holdings, Inc.

Power of Attorney

Exhibit 24.1 POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Edward Sebold and Evan Barth, and each of them, any of whom may act without joinder of the other, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities,

Amended and Restated Kyndryl 2021 Long-Term Performance Plan.

Exhibit 4.3 Amended and Restated Kyndryl 2021 Long-Term Performance Plan 1. Objectives. The Kyndryl 2021 Long-Term Performance Plan (the “Plan”), as amended and restated effective July 27, 2023, is designed to attract, motivate and retain selected employees of, and other individuals providing services to, the Company. These objectives are accomplished by making long-term incentive and other awards

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 27, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 27, 2023 Kyndryl Holdings, Inc.

As filed with the Securities and Exchange Commission on July 31, 2023

As filed with the Securities and Exchange Commission on July 31, 2023 Registration No.

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Kyndryl Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, p

Amendment to the Kyndryl Executive Severance Plan and Executive Retirement Policy

Exhibit 10.2 Amendment 2 to the Kyndryl Executive Severance Plan and Executive Retirement Policy The following amendments to the Kyndryl Executive Severance Plan and Executive Retirement Policy are effective for terminations of employment occurring on or after July 27, 2023. 1. Article 3 (“Severance Benefits”) is amended by replacing the existing text under the heading “Amount of Severance Benefit

Amendment No. 1 to Five-Year Revolving Credit Agreement, dated as of June 21, 2023, among the Company, the Lenders party thereto and JPMorgan Chase Bank N.A., as Administrative Agent, was filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on June 23, 2023 and is hereby incorporated by reference.

Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 1 AMENDMENT NO. 1, dated as of June 21, 2023 (this “Amendment”), among KYNDRYL HOLDINGS, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). W I T N E S S E T H: WHEREAS, reference is made to the Five-Year Revolving Credit Agreement

Amendment No. 1 to Term Loan Credit Agreement dated as of June 21, 2023, among the Company, the Lenders party thereto and JPMorgan Chase Bank N.A., as Administrative Agent, was filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on June 23, 2023, and is hereby incorporated by reference.

Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 1 AMENDMENT NO. 1, dated as of June 21, 2023 (this “Amendment”), among KYNDRYL HOLDINGS, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). W I T N E S S E T H: WHEREAS, reference is made to the Term Loan Credit Agreement, dated as

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 21, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 21, 2023 Kyndryl Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ De

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Ru

COURTESY COPY PDF

AMessagefromOurChairmanand ChiefExecutiveOfficer DearFellowStockholders, OnbehalfoftheentireKyndrylBoardofDirectors,Iampleasedto inviteyoutoKyndryl’s2023AnnualMeetingofStockholdersonJuly27, 2023at1:00p.

Description of the registrant’s securities registered under Section 12 of the Exchange Act (filed herewith).

Exhibit 4.5 DESCRIPTION OF SECURITIES OF KYNDRYL HOLDINGS, INC. REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 In this document, the “Company,” “we,” “us” and “our” refer to Kyndryl Holdings, Inc., a Delaware corporation. The following description of our common stock summarizes material provisions of our amended and restated certificate of incorporation (the “certificate

Subsidiaries of the registrant (filed herewith).

Exhibit 21.1 SUBSIDIARIES Subsidiaries—as of March 31, 2023 Company Name State or Country of Incorporation or Organization Kyndryl Argentina S.R.L. Argentina Kyndryl Australia Pty Ltd Australia Kyndryl Austria GmbH Austria Kyndryl Belgium BV/SRL Belgium Kyndryl Brasil Serviços Limitada Brazil Kyndryl Bulgaria EOOD Bulgaria Kyndryl Canada Limited Canada Kyndryl Chile SpA Chile Kyndryl (China) Infor

Power of attorney (filed herewith).

Exhibit 24.1 POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Edward Sebold and Evan Barth, and each of them, any of whom may act without joinder of the other, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-40853 (Commission file number) Kyndryl Holdings, Inc.

KYNDRYL REPORTS FOURTH QUARTER AND FULL-YEAR 2023 RESULTS

Exhibit 99.1 KYNDRYL REPORTS FOURTH QUARTER AND FULL-YEAR 2023 RESULTS ● Revenues for the quarter ended March 31, 2023 total $4.3 billion, net loss is $737 million, adjusted EBITDA is $476 million, and adjusted pretax loss is $61 million ● Fiscal year 2023 revenues total $17.0 billion, net loss is $1.4 billion, adjusted EBITDA is $2.0 billion, and adjusted pretax loss is $217 million ● Exceeded al

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 16, 2023 Kyndryl Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 16, 2023 Kyndryl Holdings, Inc.

KD / Kyndryl Holdings Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0010-kyndrylholdingsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Kyndryl Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 50155Q100 Date of Event Which Requires Filing of this Statement: March 31, 2023 Check the appropriate box to designa

KD / Kyndryl Holdings Inc / JUPITER ASSET MANAGEMENT LTD - KYNDRYL HOLDINGS, INC. Passive Investment

SC 13G/A 1 p23-0261sc13ga.htm KYNDRYL HOLDINGS, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* KYNDRYL HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 50155Q100 (CUSIP Number) 12/31/2022 (Date of Event which Requires Filing of this Stateme

KD / Kyndryl Holdings Inc / INTERNATIONAL BUSINESS MACHINES CORP - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 eh23032923013ga1-ibm.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 - Exit Filing)* KYNDRYL HOLDINGS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 50155Q 100 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of thi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO 001-40853 (Commission file number) Kyndryl Holdings, Inc.

Third Amendment to Amended and Restated Receivable Purchase Agreement, dated as of December 21, 2022, by and among Banco Santander S.A., Kyndryl, Inc. and Kyndryl Holdings, Inc. was filed as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022 filed on February 9, 2023 and is hereby incorporated by reference.

Exhibit 10.2 THIRD AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of December 21, 2022 (the “Amendment Effective Date”), is entered into by and among Banco Santander S.A. (“Santander”), Kyndryl, Inc., a Delaware corporation (“Kyndryl”), and Kyndryl Holdings Inc., a Delaware co

Second Amendment to Amended and Restated Receivable Purchase Agreement, dated September 21, 2022, by and among Banco Santander S.A., Kyndryl, Inc. and Kyndryl Holdings, Inc. was filed as Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022 filed on February 9, 2023 and is hereby incorporated by reference.

Exhibit 10.1 SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of September 21, 2022 (the “Amendment Effective Date”), is entered into by and among Banco Santander S.A. (“Santander”), Kyndryl, Inc., a Delaware corporation (“Kyndryl”), and Kyndryl Holdings Inc., a Delaware

KD / Kyndryl Holdings Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01265-kyndrylholdingsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Kyndryl Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 50155Q100 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to des

KYNDRYL REPORTS THIRD QUARTER 2023 RESULTS

Exhibit 99.1 KYNDRYL REPORTS THIRD QUARTER 2023 RESULTS ● Revenues for the quarter ended December 31, 2022 total $4.3 billion, net loss is $106 million, pretax loss is $138 million and adjusted pretax loss is $4 million ● Continued progress on Alliances, Advanced Delivery and Accounts initiatives ● Raises revenue outlook and reaffirms margin outlook for fiscal year 2023 NEW YORK, February 7, 2023

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 7, 2023 Kyndryl Holdings, Inc.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 25, 2023 Kyndryl Holdings, Inc.

Amended and Restated Bylaws of the registrant, effective January 25, 2023, was filed as Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on January 27, 2023 and is hereby incorporated by reference.

Exhibit 3.1 AMENDED AND RESTATED BYLAWS of KYNDRYL HOLDINGS, INC. (A Delaware Corporation) Effective January 25, 2023 TABLE OF CONTENTS Page Article I – DEFINITIONS 2 Article II – STOCKHOLDERS 3 Article III – DIRECTORS 12 Article IV – COMMITTEES OF THE BOARD 28 Article V – OFFICERS 28 Article VI – INDEMNIFICATION 30 Article VII – GENERAL PROVISIONS 31 Article I DEFINITIONS As used in these Bylaws,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 ☐ TRANSITION REPORT PURSUANT T

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ? FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO ? 001-40853 (Commission file number) ? Kyndryl Holdings, Inc.

Form of LTPP equity award agreement for performance share units (Fiscal 2023)

Exhibit 10.3 Form of Kyndryl Equity Award Agreement ? ? Plan Kyndryl 2021 Long-Term Performance Plan (the ?Plan?) Award Type Performance Share Units (PSUs) Purpose The purpose of this Award is to retain selected executives. You recognize that this Award represents a potentially significant benefit to you and is awarded for the purpose stated here. Awarded to Home Country Global ID Sample United St

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of report (Date of earliest event reported): November 2, 2022 ? Kyndryl Holdings, Inc.

KYNDRYL REPORTS SECOND QUARTER 2023 RESULTS

? ? ? Exhibit 99.1 ? ? KYNDRYL REPORTS SECOND QUARTER 2023 RESULTS ? Revenues for the quarter ended September 30, 2022 total $4.2 billion, net loss is $281 million, pretax loss is $219 million and adjusted pretax loss is $102 million ? Continued progress on Alliances, Advanced Delivery and Accounts initiatives ? Launched Kyndryl Bridge, Kyndryl Vital and Kyndryl Consult, reflecting commitment to i

KD / Kyndryl Holdings Inc / JUPITER ASSET MANAGEMENT LTD - KYNDRYL HOLDINGS, INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* KYNDRYL HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 50155Q100 (CUSIP Number) 08/09/2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

$2,400,000,000 Kyndryl Holdings, Inc. Exchange Offers for $700,000,000 2.050% Senior Notes due 2026 $500,000,000 2.700% Senior Notes due 2028 $650,000,000 3.150% Senior Notes due 2031 $550,000,000 4.100% Senior Notes due 2041

424B3 1 tm226780-5424b3.htm 424B3 TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration Statement No. 333-266706 PROSPECTUS $2,400,000,000 Kyndryl Holdings, Inc. Exchange Offers for $700,000,000 2.050% Senior Notes due 2026 $500,000,000 2.700% Senior Notes due 2028 $650,000,000 3.150% Senior Notes due 2031 $550,000,000 4.100% Senior Notes due 2041 Terms of the Exchange Offers • We are

KYNDRYL HOLDINGS, INC. One Vanderbilt Avenue, 15th Floor New York, New York 10017

KYNDRYL HOLDINGS, INC. One Vanderbilt Avenue, 15th Floor New York, New York 10017 August 17, 2022 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Jan Woo and Patrick Faller Kyndryl Holdings, Inc. Registration Statement on Form S-4 (File No. 333-266706) Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 19

Kyndryl Holdings, Inc. One Vanderbilt Avenue, 15th Floor New York, New York 10017

Kyndryl Holdings, Inc. One Vanderbilt Avenue, 15th Floor New York, New York 10017 August 9, 2022 BY EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Kyndryl Holdings, Inc. Registration Statement on Form S-4 Ladies and Gentlemen: Kyndryl Holdings, Inc. (the ?Company?) has filed a registration statement on Form S-4 (the ?Registration

Form T-1 Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A. to act as trustee under the Indenture.+

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) ? N/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SEC

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ? FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO ? 001-40853 (Commission file number) ? Kyndryl Holdings, Inc.

As filed with the Securities and Exchange Commission on August 9, 2022

Table of Contents As filed with the Securities and Exchange Commission on August 9, 2022 Registration No.

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 August 9, 2022 Via EDGAR Securities and Exchange Commission 100 F Street, N.

Filing Fee Table.

Exhibit 107 ? Calculation of Filing Fee Tables ? S-4 (Form Type) ? Kyndryl Holdings, Inc.

Letter of Transmittal.+

Exhibit 99.1 LETTER OF TRANSMITTAL To Tender for Exchange $700,000,000 aggregate principal amount 2.050% Senior Notes due 2026 (CUSIP Numbers 50155QAA8/ U49077AA5) $500,000,000 aggregate principal amount 2.700% Senior Notes due 2028 (CUSIP Numbers 50155QAC4/ U49077AB3) $650,000,000 aggregate principal amount 3.150% Senior Notes due 2031 (CUSIP Numbers 50155QAE0/ U49077AC1) $550,000,000 aggregate p

KYNDRYL REPORTS FIRST QUARTER FISCAL YEAR 2023 RESULTS

? ? ? Exhibit 99.1 ? KYNDRYL REPORTS FIRST QUARTER FISCAL YEAR 2023 RESULTS ? Revenues for the quarter ended June 30, 2022 total $4.3 billion, net loss is $250 million, pretax loss is $205 million and adjusted pretax loss is $50 million ? Continued progress on Alliances, Advanced Delivery and Accounts initiatives ? Reaffirms outlook for fiscal year 2023, updating revenue forecast for currency effe

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of report (Date of earliest event reported): August 3, 2022 ? Kyndryl Holdings, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 28, 2022 Kyndryl Holdings, Inc.

Amendment to the Kyndryl Executive Severance Plan and Executive Retirement Policy

Exhibit 10.2 Amendment to the Kyndryl Executive Severance Plan and Executive Retirement Policy The following amendments are effective for terminations of employment occurring on or after July 28, 2022. 1. Article 3 (?Severance Benefits?) is amended by adding the following paragraph under the heading ?Amount of Severance Benefits? and immediately prior to the subheading ?Calculation of Incentive Pa

As filed with the Securities and Exchange Commission on July 29, 2022

As filed with the Securities and Exchange Commission on July 29, 2022 Registration No.

Amended and Restated Kyndryl 2021 Long-Term Performance Plan was filed as Exhibit 4.3 to the registrant’s Registration Statement on Form S-8 filed on July 29, 2022 and is hereby incorporated by reference.†

Exhibit 4.3 Amended and Restated Kyndryl 2021 Long-Term Performance Plan 1. Objectives. The Kyndryl 2021 Long-Term Performance Plan (the ?Plan?), as amended and restated effective July 28, 2022, is designed to attract, motivate and retain selected employees of, and other individuals providing services to, the Company. These objectives are accomplished by making long-term incentive and other awards

Power of Attorney

Exhibit 24.1 POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Edward Sebold and Evan Barth, and each of them, any of whom may act without joinder of the other, the individual?s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities,

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Kyndryl Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 ? Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, pa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 30, 2022 Kyndryl Holdings, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ? FORM 8-K/A (Amendment No.

Regulation FD Disclosure, Other Events

? Exhibit 99.1 Item 7. Management?s Discussion and Analysis of Financial Condition and Results of Operations: Note: The information contained in this item has been updated for changes in certain allocation methodologies related to Kyndryl?s measure of segment adjusted EBITDA as described in Item 7.01 of the Form 8-K. The changes in the segment measure are further discussed in Note 4 to the Consoli

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 26, 2022 Kyndryl Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of report (Date of earliest event reported): May 26, 2022 ? Kyndryl Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☐ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED ______________________ ☒ TRANSITION REPORT PURSUA

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ? FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OR ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM JANUARY 1, 2022 TO MARCH 31, 2022 ? 001-40853 (Commission file number) ? Kyndryl Holdings, Inc.

KYNDRYL REPORTS QUARTERLY RESULTS

? ? ? Exhibit 99.1 ? KYNDRYL REPORTS QUARTERLY RESULTS ? Revenues for the quarter ended March 31, 2022 total $4.4 billion, net loss is $229 million, pretax loss is $189 million, and adjusted pretax loss is $51 million ? Delivers early progress on its Alliances, Advanced Delivery and Accounts initiatives ? Issues outlook for the fiscal year beginning April 2022 NEW YORK, May 4, 2022 ? Kyndryl Holdi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of report (Date of earliest event reported): May 4, 2022 ? Kyndryl Holdings, Inc.

Subsidiaries of the registrant (filed herewith).

Exhibit 21.1 SUBSIDIARIES Subsidiaries?as of December 31, 2021 ? Company Name State or Country of Incorporation or Organization Kyndryl Argentina S.R.L. Argentina Kyndryl Australia Pty Ltd Australia Kyndryl Austria GmbH Austria Kyndryl Belgium BV/SRL Belgium Kyndryl Brasil Servi?os Limitada Brazil Kyndryl Bulgaria EOOD Bulgaria Kyndryl Canada Limited Canada Kyndryl Chile SpA Chile Kyndryl (China)

Guarantee Agreement, dated as of October 15, 2021, among International Business Machines Corporation, Kyndryl Holdings, Inc. and the Bank of New York Mellon Trust Company, N.A., as trustee, in favor of the holders of the notes was filed as Exhibit 4.3 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 10, 2022 and is hereby incorporated by reference.

? Exhibit 4.3 ? GUARANTEE AGREEMENT BY INTERNATIONAL BUSINESS MACHINES CORPORATION in favor of THE HOLDERS, KYNDRYL HOLDINGS, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee for the Holders of the Securities Specified Below of KYNDRYL HOLDINGS, INC. $700,000,000 of 2.050% Notes due 2026 $500,000,000 of 2.700% Notes due 2028 $650,000,000 of 3.150% Notes due 2031 $550,000,000 of

Form of Terms and Conditions for LTPP equity award agreement for directors was filed as Exhibit 10.26 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 10, 2022 and is hereby incorporated by reference.†

Exhibit 10.26 KYNDRYL FORM OF TERMS AND CONDITIONS OF YOUR EQUITY AWARD: EFFECTIVE December 16, 2021 ? ? ? Equity Awards: December 16, 2021 Page 1 of 9 ? Terms and Conditions of Your Equity Award ? Table of Contents ? Introduction 3 How to Use This Document 3 Definition of Terms 4 Provisions that apply to all countries 5 Provisions that apply to certain countries 7 Provisions that apply to specifi

Description of the registrant’s securities registered under Section 12 of the Exchange Act (filed herewith).

Exhibit 4.5 ? DESCRIPTION OF SECURITIES OF KYNDRYL HOLDINGS, INC. REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 In this document, the ?Company,? ?we,? ?us? and ?our? refer to Kyndryl Holdings, Inc., a Delaware corporation. The following description of our common stock summarizes material provisions of our amended and restated certificate of incorporation (the ?certificat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ? FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the ?scal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-40853 (Commission file number) ? Kyndryl Holdings, Inc.

Form of LTPP equity award agreement for directors was filed as Exhibit 10.25 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 10, 2022 and is hereby incorporated by reference.†

? Exhibit 10.25 Form of Kyndryl Director Equity Award Agreement ? Plan Kyndryl 2021 Long-Term Performance Plan (the ?Plan?) Award Type Restricted Stock Units Purpose The purpose of this Award is to retain and reward the service of non-employee members of the Board. You recognize that this Award represents a potentially significant benefit to you and is awarded for the purpose stated here. Awarded

Section 13(r) Disclosure.

Exhibit 99.1 SECTION 13(r) DISCLOSURE International Business Machines Corporation, which was, during a portion of the fiscal year ended December 31, 2021, an affiliate of Kyndryl Holdings, Inc. (?Kyndryl?), filed the disclosure reproduced below with the Securities and Exchange Commission with respect to the quarterly periods ended June 30, 2021, September 30, 2021 and December 31, 2021 in accordan

First Amendment to Amended and Restated Receivables Purchase Agreement, dated as of January 26, 2022, among Kyndryl, Inc., Kyndryl Holdings, Inc. and Banco Santander S.A. was filed as Exhibit 10.4 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 10, 2022 and is hereby incorporated by reference.

? Exhibit 10.4 FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this ?Amendment?), dated as of January 26, 2022 (the ?Amendment Effective Date?), is entered into by and among Banco Santander S.A. (?Santander?), Kyndryl, Inc., a Delaware corporation (?Kyndryl?), and Kyndryl Holdings Inc., a Delaware c

Power of attorney (filed herewith).

Exhibit 24.1 POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Edward Sebold and Evan Barth, and each of them, any of whom may act without joinder of the other, the individual?s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities,

KYNDRYL REPORTS FOURTH QUARTER AND FULL-YEAR 2021 RESULTS

? ? ? Exhibit 99.1 ? KYNDRYL REPORTS FOURTH QUARTER AND FULL-YEAR 2021 RESULTS ? Full-year 2021 revenues total $18.7 billion and net loss is $2.3 billion ? Pro forma revenues total $18.5 billion and pro forma adjusted pretax income is $114 million, both in line with previous guidance ? Rapidly positioning Kyndryl to capture growth opportunities through new partnerships with cloud hyperscalers and

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of report (Date of earliest event reported): February 28, 2022 ? Kyndryl Holdings, Inc.

The Kyndryl Holdings, Inc. Executive Severance and Retirement Plan was filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on February 25, 2022 and is hereby incorporated by reference.†

EX-10.2 3 tm227537d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Kyndryl Executive Severance Plan and Executive Retirement Policy Effective as of February 24, 2022 Kyndryl Executive Severance Plan Table of Contents Article 1. Introduction 1 Purpose 1 Plan Document and Summary Plan Description 1 Defined Terms 1 Article 2. Eligibility and Participation 7 Article 3. Severance Benefits 8 Eligibility for Sever

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 24, 2022 Kyndryl Holdings, Inc.

The Kyndryl Annual Incentive Plan for Executives was filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on February 25, 2022 and is hereby incorporated by reference. †

Exhibit 10.1 Kyndryl Annual Incentive Plan for Executives Effective January 1, 2022 1. Purpose The purpose of this Kyndryl Annual Incentive Plan for Executives (the ?Plan?) is to promote the long-term value and success of Kyndryl Holdings, Inc. (?Kyndryl?) and its affiliates and subsidiaries (together with Kyndryl, the ?Company?) by attracting and retaining highly qualified executives and motivati

KD / Kyndryl Holdings Inc / INTERNATIONAL BUSINESS MACHINES CORP - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 KYNDRYL HOLDINGS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 50155Q 100 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

KD / Kyndryl Holdings Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Kyndryl Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 50155Q100 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 13d-1(b) ??R

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of report (Date of earliest event reported): January 27, 2022 ? Kyndryl Holdings, Inc.

KYNDRYL UPDATES REPORTING SEGMENTS Company also announces fiscal year change and expected fourth quarter earnings release details

? ? ? Exhibit 99.1 ? ? ? ? FOR IMMEDIATE RELEASE ? KYNDRYL UPDATES REPORTING SEGMENTS Company also announces fiscal year change and expected fourth quarter earnings release details ? NEW YORK, January 31, 2022 ? Kyndryl Holdings, Inc. (NYSE:KD), the world?s largest IT infrastructure services provider, today announced new geographic reporting segments and segment metrics to better reflect how the C

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 16, 2021 Kyndryl Holdings, Inc.

Section 13(r) Disclosure

EX-99.1 6 kd-20210930xex99d1.htm EX-99.1 Exhibit 99.1 SECTION 13(r) DISCLOSURE International Business Machines Corporation, which was, during the quarterly period ended September 30, 2021, an affiliate of Kyndryl Holdings, Inc. (“Kyndryl”), filed the disclosure reproduced below with the Securities and Exchange Commission with respect to the quarterly period ended September 30, 2021 in accordance w

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 22, 2021 Kyndryl Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021 ☐ TRANSITION REPORT PURSUANT T

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ? FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO ? 001-40853 (Commission file number) ? Kyndryl Holdings, Inc.

We design, build, manage and modernize the mission - critical technology systems that the world depends on every day. Third Quarter Update November 2021

Exhibit 99.1 We design, build, manage and modernize the mission - critical technology systems that the world depends on every day. Third Quarter Update November 2021 2 Disclaimers Forward - looking statements This presentation contains ?forward - looking statements? within the meaning of the Private Securities Litigation Reform Act of 19 95. Such forward - looking statements often contain words su

The Forms of LTPP equity award agreements for (i) stock options, restricted stock, restricted stock units, cash-settled restricted stock units and (ii) retention restricted stock unit awards was filed as Exhibit 10.10 to the registrant’s Current Report on Form 8-K filed on November 4, 2021 and is hereby incorporated by reference.†

Exhibit 10.10 Kyndryl Equity Award Agreement Plan Kyndryl 2021 Long-Term Performance Plan (the ?Plan?) Award Type [Stock Options, Restricted Stock, Restricted Stock Units, Cash-Settled Restricted Stock Units] Purpose The purpose of this Award is to retain selected employees and executives. You recognize that this Award represents a potentially significant benefit to you and is awarded for the purp

The Intellectual Property Agreement, dated as of November 2, 2021, between International Business Machines Corporation and Kyndryl, Inc. was filed as Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed on November 4, 2021 and is hereby incorporated by reference.

Exhibit 10.4 EXECUTION VERSION INTELLECTUAL PROPERTY AGREEMENT by and between International Business Machines Corporation and Kyndryl, Inc. Dated as of November 2, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01. Definitions 1 ARTICLE II INTELLECTUAL PROPERTY ASSIGNMENT Section 2.01. Intellectual Property Assignment Agreements 4 Section 2.02. Recordation 4 Section 2.03. Further Assu

The Amended and Restated Bylaws of the registrant was filed as Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed on November 4, 2021, and is hereby incorporated by reference.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS of KYNDRYL HOLDINGS, INC. (A Delaware Corporation) TABLE OF CONTENTS Page Article I ? DEFINITIONS 1 Article II ? STOCKHOLDERS 2 Article III ? DIRECTORS 11 Article IV ? COMMITTEES OF THE BOARD 28 Article V ? OFFICERS 28 Article VI ? INDEMNIFICATION 30 Article VII ? GENERAL PROVISIONS 31 i Article I DEFINITIONS As used in these Bylaws, unless the context other

The Amended and Restated Certificate of Incorporation of the registrant was filed as Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on November 4, 2021, and is hereby incorporated by reference.

Exhibit 3.1 Amended and Restated CERTIFICATE OF INCORPORATION of KYNDRYL HOLDINGS, INC. The undersigned authorized officer, in order to form a corporation under the General Corporation Law of the State of Delaware (the ?DGCL?), certifies as follows: FIRST: The present name of the corporation is Kyndryl Holdings, Inc. (the ?Corporation?). The Corporation was incorporated under the name ?IBM Ocean H

The Form of LTPP equity award agreement for performance share units was filed as Exhibit 10.11 to the registrant’s Current Report on Form 8-K filed on November 4, 2021 and is hereby incorporated by reference.†

Exhibit 10.11 Kyndryl Equity Award Agreement Plan Kyndryl 2021 Long-Term Performance Plan (the ?Plan?) Award Type Performance Share Units (PSUs) Purpose The purpose of this Award is to retain selected executives. You recognize that this Award represents a potentially significant benefit to you and is awarded for the purpose stated here. Awarded to Home Country Global ID Sample United States (USA)

Kyndryl Completes Separation from IBM Begins Trading on NYSE as World’s Largest Independent IT Infrastructure Services Provider

Exhibit 99.1 Kyndryl Completes Separation from IBM Begins Trading on NYSE as World?s Largest Independent IT Infrastructure Services Provider NEW YORK, Nov. 4, 2021 - Kyndryl today announced that it has completed its previously announced spin-off from IBM (NYSE: IBM) and began trading as an independent company on the New York Stock Exchange under the ticker ?KD?. Kyndryl celebrated becoming an inde

The IBM International Client Relationship Agreement, dated as of November 2, 2021, between International Business Machines Corporation and Kyndryl, Inc. was filed as Exhibit 10.6 to the registrant’s Current Report on Form 8-K filed on November 4, 2021 and is hereby incorporated by reference.*

EX-10.6 10 tm2131654d1ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 EXECUTION VERSION CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. IBM International Client Relationship Agreement This IBM International Client Relationship A

The Form of Terms and Conditions of LTPP equity award agreements was filed as Exhibit 10.12 to the registrant’s Current Report on Form 8-K filed on November 4, 2021 and is hereby incorporated by reference.†

Exhibit 10.12 KYNDRYL TERMS AND CONDITIONS OF YOUR EQUITY AWARD: EFFECTIVE NOVEMBER 3, 2021 Equity Awards: November 3, 2021 Page 1 of 14 Terms and Conditions of Your Equity Award Table of Contents Introduction 3 How to Use This Document 3 Definition of Terms 4 Provisions that apply to all Award types and all countries 5 Provisions that apply to all Award types but not all countries 7 Provisions th

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 tm2131654d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 1, 2021 Kyndryl Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 001-4

The Employee Matters Agreement, dated as of November 2, 2021, between International Business Machines Corporation and Kyndryl Holdings, Inc. was filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on November 4, 2021 and is hereby incorporated by reference.

Exhibit 10.3 EXECUTION VERSION EMPLOYEE MATTERS AGREEMENT By and Between International Business Machines Corporation and KYNDRYL HOLDINGS, INC. Dated as of November 2, 2021 TABLE OF CONTENTS Page Article 1 DEFINITIONS Section 1.01. Definitions 1 Article 2 GENERAL PRINCIPLES Section 2.01. SpinCo Employees 8 Section 2.02. Prepositioning of Transferring Employees 9 Section 2.03. Delayed Transfer Empl

The Tax Matters Agreement, dated as of November 2, 2021, between International Business Machines Corporation and Kyndryl Holdings, Inc. was filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on November 4, 2021 and is hereby incorporated by reference.

Exhibit 10.2 EXECUTION VERSION TAX MATTERS AGREEMENT by and between International Business Machines Corporation and KYNDRYL HOLDINGS, INC. Dated as of November 2, 2021 TABLE OF CONTENTS Page Article I - DEFINITIONS 2 1.1 General 2 Article II ? PAYMENTS AND TAX REFUNDS 10 2.1 Responsibility for SpinCo Group Taxes 10 2.2 Transaction Taxes 10 2.3 Allocation of Taxes 11 2.4 Allocation of Employment Ta

The Real Estate Matters Agreement, dated as of November 2, 2021, between International Business Machines Corporation and Kyndryl Holdings, Inc. was filed as Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed on November 4, 2021 and is hereby incorporated by reference.

EX-10.5 9 tm2131654d1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 EXECUTION VERSION REAL ESTATE MATTERS AGREEMENT This REAL ESTATE MATTERS AGREEMENT (this “Agreement”) is entered into on November 2, 2021, by and between International Business Machines Corporation, a New York corporation (“Parent”), and Kyndryl Holdings, Inc., a Delaware corporation (“SpinCo”). R E C I T A L S: WHEREAS, in accordance with

The Separation and Distribution Agreement, dated as of November 2, 2021, by and between International Business Machines Corporation and the registrant was filed as Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed on November 4, 2021, and is hereby incorporated by reference.

Exhibit 2.1 Execution Version SEPARATION AND DISTRIBUTION AGREEMENT by and between International Business Machines Corporation and Kyndryl Holdings, Inc. Dated as of November 2, 2021 TABLE OF CONTENTS Page Article I DEFINITIONS 2 Section 1.01 Definitions 2 Article II THE SEPARATION 17 Section 2.01 Transfer of Assets and Assumption of Liabilities 20 Section 2.02 Certain Matters Governed Exclusively

Kyndryl 2021 Long-Term Performance Plan

Exhibit 10.9 Kyndryl 2021 Long-Term Performance Plan 1. Objectives. The Kyndryl 2021 Long-Term Performance Plan (the ?Plan?) is designed to attract, motivate and retain selected employees of, and other individuals providing services to, the Company. These objectives are accomplished by making long-term incentive and other awards under the Plan, thereby providing Participants with a proprietary int

The Stockholder and Registration Rights Agreement, dated as of November 2, 2021, between International Business Machines Corporation and Kyndryl Holdings, Inc. was filed as Exhibit 10.8 to the registrant’s Current Report on Form 8-K filed on November 4, 2021 and is hereby incorporated by reference.

Exhibit 10.8 EXECUTION VERSION STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT This STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of November 2 , 2021 (this ?Agreement?), is by and between International Business Machines Corporation, a New York corporation (?IBM?), and Kyndryl Holdings, Inc., a Delaware corporation (?Kyndryl?). WHEREAS, IBM currently owns all of the issued and outstanding

The Master Subcontracting Framework Agreement, dated as of November 2, 2021, between International Business Machines Corporation and Kyndryl, Inc. was filed as Exhibit 10.7 to the registrant’s Current Report on Form 8-K filed on November 4, 2021 and is hereby incorporated by reference.*

Exhibit 10.7 EXECUTION VERSION CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. Master Subcontracting Framework Agreement This Master Subcontracting Framework Agreement (?Framework Agreement?) effective November 3, 202

The Kyndryl Excess Plan was filed as Exhibit 10.13 to the registrant’s Current Report on Form 8-K filed on November 4, 2021 and is hereby incorporated by reference.†

Exhibit 10.13 KYNDRYL EXCESS PLAN Effective January 1, 2022 (except as otherwise provided herein) Table of Contents ARTICLE I. INTRODUCTION 1 ARTICLE II. DEFINITIONS 2 ARTICLE III. Eligibility 9 ARTICLE IV. ELECTIVE DEFERRALS 11 ARTICLE V. COMPANY CONTRIBUTIONS 13 ARTICLE VI. VESTING, DEEMED INVESTMENT OF ACCOUNTS 15 ARTICLE VII. PAYMENT OF ACCOUNTS 17 ARTICLE VIII. ADMINISTRATION 21 ARTICLE IX. G

The Transition Services Agreement, dated as of November 2, 2021, between International Business Machines Corporation and Kyndryl Holdings, Inc., was filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on November 4, 2021 and is hereby incorporated by reference.*

Exhibit 10.1 EXECUTION VERSION CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. TRANSITION SERVICES AGREEMENT by and between INTERNATIONAL BUSINESS MACHINES CORPORATION and KYNDRYL, INC. November 2, 2021 TABLE OF CONTE

The Amended and Restated Receivables Purchase Agreement, dated as of October 28, 2021, among Kyndryl, Inc., Banco Santander S.A. and solely for the purposes of Section 13.19, Kyndryl Holdings, Inc., was filed as Exhibit 10.1 to the registrant’s current report on Form 8-K filed on November 1, 2021 and is hereby incorporated by reference.

EXHIBIT 10.1 Execution Version AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT between KYNDRYL, INC., BANCO SANTANDER S.A. and solely for purposes of Section 13.19, KYNDRYL HOLDINGS INC. Dated as of October 28, 2021 AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT THIS AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of October 28, 2021 (as amended, supplemented or otherwise mo

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 28, 2021 Kyndryl Holdings, Inc.

The Term Loan Credit Agreement, dated as of October 18, 2021, by and among Kyndryl Holdings, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent, and the other financial institutions party thereto, was filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on October 22, 2021 and is hereby incorporated by reference.

EX-10.1 2 tm2130563d2ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION $500,000,000 TERM LOAN CREDIT AGREEMENT among KYNDRYL HOLDINGS, INC., The Several Lenders from Time to Time Parties Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent BANCO SANTANDER, S.A., NEW YORK BRANCH, MUFG BANK, LTD. and TD SECURITIES (USA) LLC, as Syndication Agents and DEUTSCHE BANK AG NEW YORK BRANCH, MIZUH

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 18, 2021 Kyndryl Holdings, Inc.

The Five-Year Revolving Credit Agreement, dated as of October 18, 2021, by and among Kyndryl Holdings, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent, and the other financial institutions party thereto, was filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on October 22, 2021 and is hereby incorporated by reference.

EX-10.2 3 tm2130563d2ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 EXECUTION VERSION $3,150,000,000 FIVE-YEAR REVOLVING CREDIT AGREEMENT among KYNDRYL HOLDINGS, INC. The Several Lenders from Time to Time Parties Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent BANCO SANTANDER, S.A., NEW YORK BRANCH, MUFG BANK, LTD. and TD SECURITIES (USA) LLC, as Syndication Agents and DEUTSCHE BANK AG NEW YORK BR

October 21, 2021 (File No. 333-260412)

As filed with the Securities and Exchange Commission on October 21, 2021 Registration No.

Kyndryl 2021 Long-Term Performance Plan.

EX-4.3 2 tm2130563d1ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 Kyndryl 2021 Long-Term Performance Plan 1. Objectives. The Kyndryl 2021 Long-Term Performance Plan (the “Plan”) is designed to attract, motivate and retain selected employees of, and other individuals providing services to, the Company. These objectives are accomplished by making long-term incentive and other awards under the Plan, thereby prov

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 19, 2021 Kyndryl Holdings, Inc.

The Indenture, dated as of October 15, 2021, between Kyndryl Holdings, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, was filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on October 15, 2021 and is hereby incorporated by reference.

EX-4.1 2 tm2129119d4ex4-1.htm EXHIBIT 4.1 EXHIBIT 4.1 EXECUTION VERSION Kyndryl Holdings, Inc. and The Bank of New York Mellon Trust Company, N.A. as Trustee Indenture Dated as of October 15, 2021 Senior Debt Securities TABLE OF CONTENTS ARTICLE One DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01. Definitions. 1 Section 1.02. Compliance Certificates and Opinions. 8 Section 1

The Registration Rights Agreement, dated as of October 15, 2021, among Kyndryl Holdings, Inc. and the representatives of the initial purchasers of the notes, was filed as Exhibit 4.3 to the registrant’s Current Report on Form 8-K filed on October 15, 2021 and is hereby incorporated by reference.

EX-4.3 4 tm2129119d4ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 Execution Version Kyndryl Holdings, Inc. REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated October 15, 2021 (this “Agreement”) is entered into by and among Kyndryl Holdings, Inc., a Delaware corporation (the “Company”) and J.P. Morgan Securities LLC, MUFG Securities Americas Inc., Santander Investment Securities Inc. and TD

The First Supplemental Indenture, dated as of October 15, 2021, between Kyndryl Holdings, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, was filed as Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on October 15, 2021 and is hereby incorporated by reference.

EXHIBIT 4.2 EXECUTION VERSION KYNDRYL HOLDINGS, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of October 15, 2021 to INDENTURE Dated as of October 15, 2021 Relating to $700,000,000 of 2.050% Notes due 2026 $500,000,000 of 2.700% Notes due 2028 $650,000,000 of 3.150% Notes due 2031 $550,000,000 of 4.100% Notes due 2041 TABLE OF CONTENTS P

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 15, 2021 KYNDRYL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40853 86-1185492 (State or other jurisdiction of incorporation) (Commission

KYNDRYL HOLDINGS, INC. One Vanderbilt Avenue, 15th Floor New York, NY 10017

KYNDRYL HOLDINGS, INC. One Vanderbilt Avenue, 15th Floor New York, NY 10017 October 13, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jan Woo and Matthew Derby Re: Kyndryl Holdings, Inc. Form 10-12B File No. 001-40853 Dear Ms. Woo and Mr. Derby: In accordance with Rule 12d1-2 promulgated under the Securities E

The Offer Letter by and between International Business Machines Corporation and Elly Keinan, dated March 1, 2021, the LTPP performance share unit award agreement, dated April 1, 2021, and the related terms and conditions document, effective March 1, 2021, the Executive Sign-on Repayment Agreement and the noncompetition agreement, dated March 2, 2021, was filed as Exhibit 10.15 to the registrant’s Registration Statement on Form 10 filed on October 12, 2021 and is hereby incorporated by reference.†

Exhibit 10.15 Office of the Senior Vice President 1 New Orchard Road Human Resources Armonk, NY 10504 March 1, 2021 Dear Elly, I am delighted to extend an offer of employment to you at IBM as Group President, NewCo, currently the Managed Infrastructure Services unit of Global Technology Services (excluding TSS) effective March 8, 2021 (the ?Hire Date?). The attachment outlines the specifics of our

Exhibit 99.1

TABLE OF CONTENTS Exhibit 99.1            , 2021 Dear IBM Stockholder: In October 2020, IBM announced plans to separate into two market-leading companies, each with strategic focus and flexibility to drive customer and stockholder value. Both will leverage their respective strategies and strengths to accelerate customers’ digital transformations. The first, IBM, will focus on hybrid cloud and AI.

Offer Letter by and between International Business Machines Corporation and Maryjo Charbonnier, dated May 28, 2021, the LTPP performance share unit award agreement, dated August 2, 2021, and the related terms and conditions document, effective March 1, 2021, the LTPP retention restricted stock unit award agreement, dated August 2, 2021, and the related terms and conditions document, effective June 1, 2020, the Executive Sign-on Repayment Agreement and the noncompetition agreement, dated June 1, 2021, was filed as Exhibit 10.16 to the registrant’s Registration Statement on Form 10 filed on October 12, 2021 and is hereby incorporated by reference.†

Exhibit 10.16 Office of the Senior Vice President 1 New Orchard Road Human Resources Armonk, NY 10504 May 28, 2021 Maryjo Charbonnier Dear Maryjo, I am delighted to extend an offer of employment to you at IBM as Chief Human Resources Officer, Kyndryl, currently the Managed Infrastructure Services unit of Global Technology Services (excluding TSS). The attachment outlines the specifics of our offer

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 October 12, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

The LTPP performance share unit award agreement for Edward Sebold, dated May 3, 2021, and the related terms and conditions document, effective May 1, 2021, and the noncompetition agreement, dated April 25, 2012, was filed as Exhibit 10.17 to the registrant’s Registration Statement on Form 10 filed on October 12, 2021 and is hereby incorporated by reference.†

Exhibit 10.17 International Business Machines Corporation ("IBM") Equity Award Agreement IBM Confidential Plan IBM 1999 Long-Term Performance Plan (the "Plan") Award Type Performance Share Units (PSUs) Purpose The purpose of this Award is to retain selected executives. You recognize that this Award represents a potentially significant benefit to you and is awarded for the purpose stated here. Awar

As filed with the Securities and Exchange Commission on October 12, 2021.

? As filed with the Securities and Exchange Commission on October 12, 2021. File No. 001-40853? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION? WASHINGTON, DC 20549 ? AMENDMENT NO. 1 TO FORM 10 ? GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Kyndryl Holdings, Inc. (Exact name of registrant as specified in its charter)? ? D

Form of Notice of Internet Availability of Information Statement Materials

Exhibit 99.2 D61802-P62916 See the reverse side for instructions on how to access materials. Important Notice Regarding the Availability of Materials INTERNATIONAL BUSINESS MACHINES CORPORATION You may view the materials online at www.materialnotice.com and easily request a paper or e-mail copy (see reverse side). To facilitate timely delivery, please make your request for a paper copy at least fi

The Offer Letter by and between International Business Machines Corporation and David Wyshner, dated July 23, 2021, and the noncompetition agreement, dated July 25, 2021, was filed as Exhibit 10.14 to the registrant’s Registration Statement on Form 10 filed on October 12, 2021 and is hereby incorporated by reference.†

EX-10.14 3 tm2119587d13ex10-14.htm EXHIBIT 10.14 Exhibit 10.14 Office of the Senior Vice President 1 New Orchard Road Human Resources Armonk, NY 10504 July 23, 2021 Mr. David Wyshner Dear David, I am delighted to extend an offer of employment to you at IBM as Chief Financial Officer, Kyndryl, currently the Managed Infrastructure Services unit of Global Technology Services (excluding TSS). The atta

The Offer Letter by and between International Business Machines Corporation and Martin Schroeter, dated January 2, 2021, the LTPP performance share unit award agreement, dated February 1, 2021, and the related terms and conditions document, effective December 15, 2020, and the noncompetition agreement, dated January 3, 2021, was filed as Exhibit 10.13 to the registrant’s Registration Statement on Form 10 filed on October 12, 2021 and is hereby incorporated by reference.†

EX-10.13 2 tm2119587d13ex10-13.htm EXHIBIT 10.13 Exhibit 10.13 Office of the Senior Vice President 1 New Orchard Road Human Resources Armonk, NY 10504 January 2, 2021 Dear Martin, I am delighted to extend an offer of employment to you at IBM as Chief Executive Officer, NewCo, currently the Managed Infrastructure Services unit of Global Technology Services (excluding TSS) effective January 15, 2021

Offer Letter by and between International Business Machines Corporation and Elly Keinan, dated March 1, 2021, the LTPP performance share unit award agreement, dated April 1, 2021, and the related terms and conditions document, effective March 1, 2021, and the Executive Sign-on Repayment Agreement

Exhibit 10.15 Office of the Senior Vice President 1 New Orchard Road Human Resources Armonk, NY 10504 March 1, 2021 Dear Elly, I am delighted to extend an offer of employment to you at IBM as Group President, NewCo, currently the Managed Infrastructure Services unit of Global Technology Services (excluding TSS) effective March 8, 2021 (the “Hire Date”). The attachment outlines the specifics of our

August 2, 2021, and the related terms and conditions documents, effective March 1, 2021, the

Exhibit 10.16 Office of the Senior Vice President 1 New Orchard Road Human Resources Armonk, NY 10504 May 28, 2021 Maryjo Charbonnier Dear Maryjo, I am delighted to extend an offer of employment to you at IBM as Chief Human Resources Officer, Kyndryl, currently the Managed Infrastructure Services unit of Global Technology Services (excluding TSS). The attachment outlines the specifics of our offer

As filed with the Securities and Exchange Commission on September 28, 2021.

? As filed with the Securities and Exchange Commission on September 28, 2021. File No. ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION? WASHINGTON, DC 20549 ? FORM 10 ? GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Kyndryl Holdings, Inc. (Exact name of registrant as specified in its charter)? ? Delaware ? ? 86-1185492 ? ?

Form of Kyndryl Excess Plan

Exhibit 10.17 KYNDRYL EXCESS PLAN Effective January 1, 2022 (except as otherwise provided herein) Table of Contents ARTICLE I. INTRODUCTION 1 ARTICLE II. DEFINITIONS 2 ARTICLE III. Eligibility 9 ARTICLE IV. ELECTIVE DEFERRALS 11 ARTICLE V. COMPANY CONTRIBUTIONS 13 ARTICLE VI. VESTING, DEEMED INVESTMENT OF ACCOUNTS 15 ARTICLE VII. PAYMENT OF ACCOUNTS 17 ARTICLE VIII. ADMINISTRATION 21 ARTICLE IX. G

Form of Amended and Restated Certificate of Incorporation of Kyndryl Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form 10 filed on September 28, 2021).

EX-3.1 3 tm2119587d10ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Amended and Restated CERTIFICATE OF INCORPORATION of KYNDRYL HOLDINGS, INC. The undersigned incorporator, in order to form a corporation under the General Corporation Law of the State of Delaware (the “DGCL”), certifies as follows: FIRST: The present name of the corporation is Kyndryl Holdings, Inc. (the “Corporation”). The Corporation was inc

Form of Notice of Internet Availability of Information Statement Materials

EX-99.2 24 tm2119587d10ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Important Notice Regarding the Availability of Information Statement Materials INTERNATIONAL BUSINESS MACHINES CORPORATION INTERNATIONAL BUSINESS MACHINES CORPORATION 1 NEW ORCHARD ROAD, MD 325 ARMONK, NY 10504 You are receiving this communication because you hold shares in International Business Machines Corporation (“IBM”) or you partic

Form of Master Subcontracting Framework Agreement, by and between International Business Machines Corporation and Kyndryl, Inc.*+

Exhibit 10.7 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. Master Subcontracting Framework Agreement This Master Subcontracting Framework Agreement (?Framework Agreement?) signed and dated [] (?Framework Effective D

Offer Letter by and between International Business Machines Corporation and David Wyshner, dated July 23, 2021

Exhibit 10.14 Office of the Senior Vice President 1 New Orchard Road Human Resources Armonk, NY 10504 July 23, 2021 Mr. David Wyshner Dear David, I am delighted to extend an offer of employment to you at IBM as Chief Financial Officer, Kyndryl, currently the Managed Infrastructure Services unit of Global Technology Services (excluding TSS). The attachment outlines the specifics of our offer. I am

Forms of LTPP equity award agreements for (i) stock options, restricted stock, restricted stock units, cash-settled restricted stock units and (ii) retention restricted stock unit awards

Exhibit 10.10 Kyndryl Equity Award Agreement Plan Kyndryl 2021 Long-Term Performance Plan (the ?Plan?) Award Type [Stock Options, Restricted Stock, Restricted Stock Units, Cash-Settled Restricted Stock Units] Purpose The purpose of this Award is to retain selected employees and executives. You recognize that this Award represents a potentially significant benefit to you and is awarded for the purp

Form of Stockholder and Registration Rights Agreement,by and between International Business Machines Corporation and Kyndryl Holdings, Inc.

EX-10.8 12 tm2119587d10ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT This STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of [], 2021 (this “Agreement”), is by and between International Business Machines Corporation, a New York corporation (“IBM”), and Kyndryl Holdings, Inc., a Delaware corporation (“Kyndryl”). WHEREAS, IBM currently owns all of the iss

Form of Real Estate Matters Agreement, by and between International Business Machines Corporation and the registrant

Exhibit 10.5 REAL ESTATE MATTERS AGREEMENT This REAL ESTATE MATTERS AGREEMENT (this ?Agreement?) is entered into on [], 2021, by and between International Business Machines Corporation, a New York corporation (?Parent?), and Kyndryl Holdings, Inc., a Delaware corporation (?SpinCo?). R E C I T A L S: WHEREAS, in accordance with that certain Separation and Distribution Agreement dated as of [], 2021

Form of Intellectual Property Agreement, by and between International Business Machines Corporation and Kyndryl, Inc.

Exhibit 10.4 INTELLECTUAL PROPERTY AGREEMENT by and between International Business Machines Corporation and Kyndryl, Inc. Dated as of [●], 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01. Definitions 1 ARTICLE II INTELLECTUAL PROPERTY ASSIGNMENT Section 2.01. Intellectual Property Assignment Agreements 4 Section 2.02. Recordation 4 Section 2.03. Further Assurances 4 ARTICLE III LICE

Form of IBM International Client Relationship Agreement, by and between International Business Machines Corporation and Kyndryl, Inc.*

EX-10.6 10 tm2119587d10ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. IBM International Client Relationship Agreement This IBM International Client Relationship Agreement (Agreeme

Form of Separation and Distribution Agreement, by and between International Business Machines Corporation and the registrant

Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT by and between International Business Machines Corporation and Kyndryl Holdings, Inc. Dated as of [], 2021 TABLE OF CONTENTS Page Article I DEFINITIONS 2 Section 1.01 Definitions 2 Article II THE SEPARATION 17 Section 2.01 Transfer of Assets and Assumption of Liabilities 17 Section 2.02 Certain Matters Governed Exclusively by Ancillary Agreements 2

Form of Kyndryl 2021 Long-Term Performance Plan

EX-10.9 13 tm2119587d10ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 Kyndryl 2021 Long-Term Performance Plan 1. Objectives. The Kyndryl 2021 Long-Term Performance Plan (the “Plan”) is designed to attract, motivate and retain selected employees of, and other individuals providing services to, the Company. These objectives are accomplished by making long-term incentive and other awards under the Plan, thereb

Form of Tax Matters Agreement, by and between International Business Machines Corporation and the registrant

Exhibit 10.2 TAX MATTERS AGREEMENT by and between International Business Machines Corporation and KYNDRYL HOLDINGS, INC. Dated as of [●], 2021 TABLE OF CONTENTS Page Article I - DEFINITIONS 2 1.1 General 2 Article II – PAYMENTS AND TAX REFUNDS 10 2.1 Responsibility for SpinCo Group Taxes 10 2.2 Transaction Taxes 10 2.3 Allocation of Taxes 11 2.4 Allocation of Employment Taxes 12 2.5 Tax Refunds 12

Form of LTPP equity award agreement for performance share units

Exhibit 10.11 Kyndryl Equity Award Agreement Plan Kyndryl 2021 Long-Term Performance Plan (the ?Plan?) Award Type Performance Share Units (PSUs) Purpose The purpose of this Award is to retain selected executives. You recognize that this Award represents a potentially significant benefit to you and is awarded for the purpose stated here. Awarded to Home Country Global ID Sample United States (USA)

Form of Amended and Restated Bylaws of Kyndryl Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Form 10 filed on September 28, 2021).

EX-3.2 4 tm2119587d10ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS of KYNDRYL HOLDINGS, INC. (A Delaware Corporation) TABLE OF CONTENTS Page Article I – DEFINITIONS 1 Article II – STOCKHOLDERS 2 Article III – DIRECTORS 11 Article IV – COMMITTEES OF THE BOARD 28 Article V – OFFICERS 28 Article VI – INDEMNIFICATION 30 Article VII – GENERAL PROVISIONS 31 i Article I DEFINITIONS As use

Subsidiaries of the registrant

Exhibit 21.1 SUBSIDIARIES The following entities are expected to be significant subsidiaries of the registrant upon completion of the distribution described in the Information Statement: Company Name State or Country of Incorporation or Organization Kyndryl Argentina S.R.L. Argentina Kyndryl Australia Pty Ltd Australia Kyndryl Austria GmbH Austria Kyndryl Belgium BV/SRL Belgium Kyndryl Brasil Serv

Form of Employee Matters Agreement, by and between International Business Machines Corporation and the registrant

Exhibit 10.3 EMPLOYEE MATTERS AGREEMENT By and Between International Business Machines Corporation and KYNDRYL HOLDINGS, INC. Dated as of [●], 2021 TABLE OF CONTENTS Page Article 1 DEFINITIONS Section 1.01. Definitions 1 Article 2 GENERAL PRINCIPLES Section 2.01. SpinCo Employees 8 Section 2.02. Prepositioning of Transferring Employees 9 Section 2.03. Delayed Transfer Employees 9 Section 2.04. Wor

Preliminary Information Statement

TABLE OF CONTENTS Exhibit 99.1? ???????? ??, 2021 Dear IBM Stockholder: In October 2020, IBM announced plans to separate into two market-leading companies, each with strategic focus and flexibility to drive customer and stockholder value. Both will leverage their respective strategies and strengths to accelerate customers? digital transformations. The first, IBM, will focus on hybrid cloud and AI.

Form of Terms and Conditions of LTPP equity award agreements

Exhibit 10.12 KYNDRYL TERMS AND CONDITIONS OF YOUR EQUITY AWARD: EFFECTIVE [·], 2021 Equity Awards: [·], 2021 Page 1 of 15 Terms and Conditions of Your Equity Award Table of Contents Introduction 3 How to Use This Document 3 Definition of Terms 4 Provisions that apply to all Award types and all countries 5 Provisions that apply to all Award types but not all countries 7 Provisions that apply to sp

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 September 28, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Form of Transition Services Agreement, by and between International Business Machines Corporation and the registrant*+

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. TRANSITION SERVICES AGREEMENT by and between INTERNATIONAL BUSINESS MACHINES CORPORATION and KYNDRYL, INC. Dated as of [?], 2021 TABLE OF CONTENTS Page Tabl

Offer Letter by and between International Business Machines Corporation and Martin Schroeter, dated January 2, 2021, the LTPP performance share unit award agreement, dated February 1, 2021, and the related terms and conditions document, effective December 15, 2020

Exhibit 10.13 Office of the Senior Vice President 1 New Orchard Road Human Resources Armonk, NY 10504 January 2, 2021 Dear Martin, I am delighted to extend an offer of employment to you at IBM as Chief Executive Officer, NewCo, currently the Managed Infrastructure Services unit of Global Technology Services (excluding TSS) effective January 15, 2021 (the ?Hire Date?). The attachment outlines the s

Confidential Treatment Requested by Kyndryl Holdings LLC Pursuant to 17 C.F.R. Section 200.83 Subject to Completion — Dated [  ], 2021 INFORMATION STATEMENT Kyndryl Holdings LLC Common Stock (par value $0.01 per share)

TABLE OF CONTENTS Information contained herein is subject to completion or amendment.

ATTACHMENT A IBM PERSONNEL

EX-10.6 8 filename8.htm Exhibit 10.6 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. IBM International Client Relationship Agreement This IBM International Client Relationship Agreement (Agreement or iCRA) includes Pa

REAL ESTATE MATTERS AGREEMENT

EX-10.5 7 filename7.htm Exhibit 10.5 REAL ESTATE MATTERS AGREEMENT This REAL ESTATE MATTERS AGREEMENT (this “Agreement”) is entered into on [], 2021, by and between International Business Machines Corporation, a New York corporation (“Parent”), and Kyndryl Holdings, Inc., a Delaware corporation (“SpinCo”). R E C I T A L S: WHEREAS, in accordance with that certain Separation and Distribution Agreem

Confidential Treatment Requested by Kyndryl Holdings LLC Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on August 31, 2021. This amendment no. 2 to the draft registration statement has not b

? Confidential Treatment Requested by Kyndryl Holdings LLC Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on August 31, 2021. This amendment no. 2 to the draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. File No. ? ? ? UNITED STATE

INTELLECTUAL PROPERTY AGREEMENT by and between International Business Machines Corporation Kyndryl, Inc. Dated as of [●], 2021 TABLE OF CONTENTS

Exhibit 10.4 INTELLECTUAL PROPERTY AGREEMENT by and between International Business Machines Corporation and Kyndryl, Inc. Dated as of [?], 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01. Definitions 1 ARTICLE II INTELLECTUAL PROPERTY ASSIGNMENT Section 2.01. Intellectual Property Assignment Agreements 4 Section 2.02. Recordation 4 Section 2.03. Further Assurances 4 ARTICLE III LICE

Confidential Treatment Requested by Kyndryl Holdings LLC Pursuant to 17 C.F.R. Section 200.83 Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064

Confidential Treatment Requested by Kyndryl Holdings LLC Pursuant to 17 C.F.R. Section 200.83 Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 August 31, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jan Woo and Matthew Derby Division of Corporation Finance

TAX MATTERS AGREEMENT by and between International Business Machines Corporation KYNDRYL HOLDINGS, INC. Dated as of [●], 2021 TABLE OF CONTENTS

EX-10.2 4 filename4.htm Exhibit 10.2 TAX MATTERS AGREEMENT by and between International Business Machines Corporation and KYNDRYL HOLDINGS, INC. Dated as of [●], 2021 TABLE OF CONTENTS Page Article I - DEFINITIONS 2 1.1 General 2 Article II – PAYMENTS AND TAX REFUNDS 10 2.1 Responsibility for SpinCo Group Taxes 10 2.2 Transaction Taxes 10 2.3 Allocation of Taxes 11 2.4 Allocation of Employment Tax

SEPARATION AND DISTRIBUTION AGREEMENT by and between International Business Machines Corporation Kyndryl Holdings, Inc. Dated as of [_______], 2021 TABLE OF CONTENTS

EX-2.1 2 filename2.htm Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT by and between International Business Machines Corporation and Kyndryl Holdings, Inc. Dated as of [], 2021 TABLE OF CONTENTS Page Article I DEFINITIONS 2 Section 1.01 Definitions 2 Article II THE SEPARATION 17 Section 2.01 Transfer of Assets and Assumption of Liabilities 17 Section 2.02 Certain Matters Governed Exclusively by

Kyndryl 2021 Long-Term Performance Plan

EX-10.7 9 filename9.htm Exhibit 10.7 Kyndryl 2021 Long-Term Performance Plan 1. Objectives. The Kyndryl 2021 Long-Term Performance Plan (the “Plan”) is designed to attract, motivate and retain selected employees of, and other individuals providing services to, the Company. These objectives are accomplished by making long-term incentive and other awards under the Plan, thereby providing Participant

EMPLOYEE MATTERS AGREEMENT By and Between International Business Machines Corporation KYNDRYL HOLDINGS, INC. Dated as of [●], 2021 TABLE OF CONTENTS

EX-10.3 5 filename5.htm Exhibit 10.3 EMPLOYEE MATTERS AGREEMENT By and Between International Business Machines Corporation and KYNDRYL HOLDINGS, INC. Dated as of [●], 2021 TABLE OF CONTENTS Page Article 1 DEFINITIONS Section 1.01. Definitions 1 Article 2 GENERAL PRINCIPLES Section 2.01. SpinCo Employees 8 Section 2.02. Prepositioning of Transferring Employees 9 Section 2.03. Delayed Transfer Emplo

IBM Executive Sign-on Payment Repayment Agreement This form must be completed in order to receive your Sign-On Payment.

Exhibit 10.14 Office of the Senior Vice President 1 New Orchard Road Human Resources Armonk, NY 10504 May 28, 2021 Maryjo Charbonnier Dear Maryjo, I am delighted to extend an offer of employment to you at IBM as Chief Human Resources Officer, Kyndryl, currently the Managed Infrastructure Services unit of Global Technology Services (excluding TSS). The attachment outlines the specifics of our offer

2

Exhibit 10.12 Office of the Senior Vice President 1 New Orchard Road Human Resources Armonk, NY 10504 July 23, 2021 Mr. David Wyshner Dear David, I am delighted to extend an offer of employment to you at IBM as Chief Financial Officer, Kyndryl, currently the Managed Infrastructure Services unit of Global Technology Services (excluding TSS). The attachment outlines the specifics of our offer. I am

TRANSITION SERVICES AGREEMENT by and between INTERNATIONAL BUSINESS MACHINES CORPORATION KYNDRYL, INC. Dated as of [●], 2021 TABLE OF CONTENTS

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. TRANSITION SERVICES AGREEMENT by and between INTERNATIONAL BUSINESS MACHINES CORPORATION and KYNDRYL, INC. Dated as of [?], 2021 TABLE OF CONTENTS Page Tabl

Confidential Treatment Requested by Kyndryl Holdings, LLC Pursuant to 17 C.F.R. Section 200.83 Subject to Completion — Dated [  ], 2021 INFORMATION STATEMENT Kyndryl Holdings, LLC Common Stock (par value $0.01 per share)

EX-99.1 6 filename6.htm TABLE OF CONTENTS Information contained herein is subject to completion or amendment. A registration statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Exhibit 99.1 Confidential Treatment Requested by Kyndryl Holdings, LLC Pursuant to 17 C.F.R. Section 200.83 Sub

Page 1 of 3 IBM Confidential

EX-10.7 5 filename5.htm Exhibit 10.7 Office of the Senior Vice President 1 New Orchard Road Human Resources Armonk, NY 10504 March 1, 2021 Dear Elly, I am delighted to extend an offer of employment to you at IBM as Group President, NewCo, currently the Managed Infrastructure Services unit of Global Technology Services (excluding TSS) effective March 8, 2021 (the “Hire Date”). The attachment outlin

Page 2 of 3 IBM Confidential

EX-10.6 4 filename4.htm Exhibit 10.6 Office of the Senior Vice President 1 New Orchard Road Human Resources Armonk, NY 10504 January 2, 2021 Dear Martin, I am delighted to extend an offer of employment to you at IBM as Chief Executive Officer, NewCo, currently the Managed Infrastructure Services unit of Global Technology Services (excluding TSS) effective January 15, 2021 (the “Hire Date”). The at

AMENDED AND RESTATED BYLAWS KYNDRYL HOLDINGS, INC. (A Delaware Corporation) TABLE OF CONTENTS

EX-3.2 3 filename3.htm Exhibit 3.2 AMENDED AND RESTATED BYLAWS of KYNDRYL HOLDINGS, INC. (A Delaware Corporation) TABLE OF CONTENTS Page Article I – DEFINITIONS 1 Article II – STOCKHOLDERS 2 Article III – DIRECTORS 11 Article IV – COMMITTEES OF THE BOARD 28 Article V – OFFICERS 28 Article VI – INDEMNIFICATION 30 Article VII – GENERAL PROVISIONS 31 i Article I DEFINITIONS As used in these Bylaws, u

Confidential Treatment Requested by Kyndryl Holdings, LLC Pursuant to 17 C.F.R. Section 200.83 Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064

Confidential Treatment Requested by Kyndryl Holdings, LLC Pursuant to 17 C.F.R. Section 200.83 Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 August 6, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jan Woo and Matthew Derby Division of Corporation Finance

Confidential Treatment Requested by Kyndryl Holding, LLC Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on August 6, 2021. This amendment no. 1 to the draft registration statement has not be

? Confidential Treatment Requested by Kyndryl Holding, LLC Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on August 6, 2021. This amendment no. 1 to the draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. File No. ? ? ? UNITED STATES

Amended and Restated CERTIFICATE OF INCORPORATION of KYNDRYL HOLDINGS, INC.

EX-3.1 2 filename2.htm Exhibit 3.1 Amended and Restated CERTIFICATE OF INCORPORATION of KYNDRYL HOLDINGS, INC. The undersigned incorporator, in order to form a corporation under the General Corporation Law of the State of Delaware (the “DGCL”), certifies as follows: FIRST: The present name of the corporation is Kyndryl Holdings, Inc. (the “Corporation”). The Corporation was incorporated under the

Confidential Treatment Requested by Kyndryl Holding, LLC Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on June 22, 2021. This registration statement has not been publicly filed with the Sec

? Confidential Treatment Requested by Kyndryl Holding, LLC Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on June 22, 2021. This registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. File No. ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMI

Confidential Treatment Requested by Kyndryl Holdings, LLC Pursuant to 17 C.F.R. Section 200.83 Subject to Completion — Dated [  ], 2021 INFORMATION STATEMENT Kyndryl Holdings, LLC Common Stock (par value $0.01 per share)

TABLE OF CONTENTS Information contained herein is subject to completion or amendment.