What changed in this filing

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Item 9A. Controls and Procedures

2026-05-29 compared with 2025-05-30 · 63 added, 28 removed, 123 unchanged (43% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

The Company’s management evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of March 31, 2025, the end of the period covered by this report.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

The Company’s management evaluated, with the participation of the Chief Executive Officer and the Interim Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of March 31, 2026, the end of the period covered by this report.

Based on that evaluation, the Chief Executive Officer and the Interim Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2026 due to the material weaknesses in internal control over financial reporting described below.

These deficiencies did not result in a misstatement to the interim or annual consolidated financial statements previously filed or included in this Annual Report on Form 10-K.

The Company’s management has concluded that the consolidated financial statements for the periods covered by and included in this Annual Report on Form 10-K fairly present, in all material respects, the Company’s financial position, results of operations and cash flows in conformity with GAAP.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act).

Our internal control over financial reporting is a process designed to

provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting includes those policies and procedures that:

● pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

● provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our Board of Directors;

● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

● pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets;

● provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of its management and Board of Directors;

● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of March 31, 2025 .

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013) .

Based on this evaluation, management concluded that, as of March 31, 2025 , our internal control over financial reporting was effective.

The effectiveness of our internal control over financial reporting as of March 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report included in this Annual Report on Form 10-K.

Management, with the participation of the Chief Executive Officer and the Interim Chief Financial Officer, conducted an assessment of the effectiveness of our internal control over financial reporting as of March 31, 2026 based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

As defined in Rule 12b-2 of the Exchange Act, a material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

As previously disclosed in the amended annual report on Form 10-K/A for the period ended March 31, 2025 (filed on February 17, 2026), management identified the following material weaknesses in the Company’s internal control over financial reporting, which continued to exist as of March 31, 2026 based on this assessment:

● The Company’s senior finance executives failed to set an appropriate tone at the top based on the principles associated with the control environment component of the COSO framework.

Specifically, there was a lack of transparency with the Company’s Chief Executive Officer, the Audit Committee of the Board and the Board, such that disclosure processes, including with respect to cash management practices regarding deferring vendor payments quarter to quarter, were impacted.

Additionally, the Company lacked an appropriate complement of finance personnel with sufficient understanding of their responsibilities as Disclosure Committee members and with adequate competency in their responsibilities regarding disclosure controls.

● The Company did not design and maintain effective controls related to the information and communication component of the COSO framework to ensure appropriate communication pertaining to the disclosure process between certain functions within the Company, including the Company’s Disclosure Committee and the Chief Executive Officer, as well as with the Audit Committee and the Board.

● The aforementioned material weaknesses contributed to an additional material weakness.

The Company did not design and maintain effective controls regarding the internal investigation, escalation and documentation of complaints made through the Company’s reporting hotline and certain other available reporting channels, including with respect to appropriate escalation of certain complaints to the Audit Committee.

Because of the foregoing material weaknesses, management has determined the Company’s internal control over financial reporting was not effective as of March 31, 2026.

These material weaknesses did not result in a misstatement of the Company’s previously issued historical consolidated financial statements.

However, these material weaknesses could result in a misstatement that would result in a material misstatement to the Company’s annual or interim consolidated financial statements that would not be prevented or detected.

The effectiveness of the Company’s internal control over financial reporting as of March 31, 2026 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report included in this Annual Report on Form 10-K.

See “Report of Independent Registered Public Accounting Firm” on page 47.

Remediation Plan

On February 5, 2026, the Company appointed an Interim Chief Financial Officer, Interim General Counsel and Interim Corporate Controller.

In addition, the Company is taking action to remediate the control deficiencies that constituted the material weaknesses.

Management is actively engaged and has devoted substantial resources towards the implementation of enhanced procedures and controls and the remediation of material weaknesses in the Company’s internal control over financial reporting.

With oversight from the Audit Committee of our Board, management has developed and is implementing a comprehensive remediation plan, including continued focus on strengthening the Company’s control environment and disclosure processes.

To date, the Company has made a number of enhancements to its internal control over financial reporting, which notably include:

● enhanced disclosure controls and procedures, by developing a more detailed reporting and internal review processes, evaluating opportunities for enhancement in our periodic disclosure processes and formalizing additional discussions to facilitate enhanced information sharing across several functions and with senior leadership, as well as with the Chief Executive Officer, the Audit Committee and the Board, including with respect to the Company’s cash management practices;

● implemented enhancements to the Company’s reporting hotline process, including related to the evaluation and escalation to the Company’s Audit Committee of certain reports made through the hotline and certain other available reporting channels.

In addition, the Company is in the process of implementing the following enhancements to its internal control over financial reporting:

● providing updated training on disclosure controls and procedures and internal control over financial reporting and requirements under the Sarbanes-Oxley Act of 2002, including training courses on applicable federal securities laws for members of management and sub-certifications;

● enhancing the Company’s controls, policies, procedures and training related to timely and accurate communication and information sharing, including enhancing key controls concerning information communicated regarding the application of the Company’s cash management practices;

● continuing to enhance existing Disclosure Committee responsibilities and processes to include, among other requirements, additional discussions and incremental training on Disclosure Committee responsibilities;

● enhancing the Company’s controls, policies, procedures and training related to the Company’s reporting hotline.

The Company continues to work diligently on executing on its remediation plan and expects to remediate the material weaknesses as of March 31, 2027, on which it will report in its fiscal year 2027 annual report on Form 10-K.

Management believes that the remediation plan will address the deficiencies described above;

however, deficiencies will not be considered fully remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Management will continue to monitor the design and effectiveness of these and other processes, procedures and controls and make further changes as appropriate.

The remediation plan is subject to ongoing management review, as well as oversight by the Audit Committee of our Board.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that occurred during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting other than the remediation of our information technology general controls as part of our previously disclosed remediation activities.

There has been no change in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that occurred during the Company’s last fiscal quarter ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information .

3 unchanged sentences

Directors, Executive Officers and Corporate Governance .

Information about our executive officers may be found under the caption “Executive Officers of the Registrant” in Part I of this Form 10-K and is incorporated by reference in this Item 10.

Other information called for by this Item 10 will be included in the subsections titled “Proposal 1 - Election of Directors,” “Kyndryl Code of Conduct,” “Securities Trading Policy,” and “Committees of the Board” under the section entitled “Corporate Governance and Board Matters”

in our Proxy Statement for our 2025 Annual Meeting of Stockholders (our “2025 Proxy Statement”) and is incorporated herein by reference.

Information about our executive officers may be found under the caption “Information About our Executive Officers” in Part I of this Form 10-K and is incorporated by reference in this Item 10.

Other information called for by this Item 10 will be included in the subsections titled “Proposal 1 - Election of Directors,” “Stock Ownership Information,” “Kyndryl Code of Conduct,” “Securities Trading Policy,” and “Committees of the Board” under the section entitled “Corporate Governance and Board Matters” in our Proxy Statement for our 2026 Annual Meeting of Stockholders (our “2026 Proxy Statement”) and is incorporated herein by reference.

Executive Compensation.

6 unchanged sentences

The information called for by this Item 14 will be included in the sections titled “Audit and Non-Audit Fees” and “Pre-Approval of Services Provided by the Independent Registered Public Accounting Firm” in our 2026 Proxy Statement and is incorporated herein by reference.

Exhibits, Financial Statement Schedules .

Exhibits and Financial Statement Schedules .

Exhibit Number

12 unchanged sentences

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

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.

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.

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 was filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on March 14, 2025 and is hereby incorporated by reference.

Amended and Restated Receivables Purchase Agreement, dated as of October 28, 2021, among Kyndryl, Inc., Banco Santander S.A.

12 unchanged sentences

was filed as Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 filed on November 7, 2024 and is hereby incorporated by reference.

Fifth Amendment to Amended and Restated Receivable Purchase Agreement, dated February 4, 2026, 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, 2025 filed on February 17, 2026 and is hereby incorporated by reference.

Sixth Amendment to Amended and Restated Receivable Purchase Agreement, dated May 1, 2026, by and among Banco Santander S.A., Kyndryl, Inc.

and Kyndryl Holdings, Inc.

(filed herewith).

Tax Matters Agreement, dated as of November 2, 2021, between International Business Machines Corporation and Kyndryl Holdings, Inc.

21 unchanged sentences

Form of LTPP equity award agreement for performance share units was filed as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 filed on August 7, 2024 and is hereby incorporated by reference.†

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

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

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

Form of LTPP equity award agreement for performance share units was filed as Exhibit 10.25 to the registrant’s Annual Report on Form 10-K for the year ended March 31, 2025 filed on May 30, 2025 and is hereby incorporated by reference.†

Form of LTPP equity award agreement for restricted stock units was filed as Exhibit 10.26 to the registrant’s Annual Report on Form 10-K for the year ended March 31, 2025 filed on May 30, 2025 and is hereby incorporated by reference.†

Form of LTPP equity award agreement for retention restricted stock units was filed as Exhibit 10.27 to the registrant’s Annual Report on Form 10-K for the year ended March 31, 2025 filed on May 30, 2025 and is hereby incorporated by reference.†

Form of LTPP equity award agreement for long-term cash (filed herewith).†

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.†

4 unchanged sentences

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.†

Employment Agreement between Maryjo Charbonnier and Kyndryl, Inc., dated as of February 16, 2026, was filed as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2025 filed on February 17, 2026 and is hereby incorporated by reference.†

Separation Agreement between David Wyshner and Kyndryl, Inc., dated as of February 10, 2026 (filed herewith).†

Separation Agreement between Edward Sebold and Kyndryl, Inc., dated as of February 17, 2026 (filed herewith).†

Kyndryl Executive Severance Plan and Executive Retirement Policy 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.†

5 unchanged sentences

Kyndryl Holdings, Inc.

Securities Trading Policy was filed as Exhibit 19.1 to the registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024 filed on May 30, 2024 and is hereby incorporated by reference.

Securities Trading Policy, as amended (filed herewith).

Subsidiaries of the registrant (filed herewith).

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(Principal Executive Officer)

Chief Financial Officer

/s/ Harsh Chugh

Interim Chief Financial Officer

(Principal Financial Officer)

/s/ Vineet Khurana

Senior Vice President and Global Controller

Vineet Khurana

/s/ Bhavna Doegar

Interim Corporate Controller

Bhavna Doegar

(Principal Accounting Officer)

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures