Kyndryl Holdings, Inc.

For a discussion of the Company’s potential risks and uncertainties, see the information under the heading “Risk Factors” in the Company’s Form 10-K for the year ended March 31, 2025 (as amended) and the information provided below.

The SEC matter and related events are ongoing, and the timing for their resolution and outcome cannot be predicted.

As previously disclosed, the Company, through the Audit Committee of its Board, is reviewing its cash management practices, related disclosures, the efficacy of the Company’s internal control over financial reporting, and certain other matters following the Company’s receipt of voluntary document requests from the Division of Enforcement of the SEC relating to such matters. This matter is ongoing and the Company cannot currently predict its final outcome.

As a result, the Company has become subject to a number of risks, including:

The Company identified material weaknesses in the Company’s internal control over financial reporting, which impact the Company’s ability to maintain an effective system of internal control over financial reporting.

The Company has identified material weaknesses in the Company’s internal control over financial reporting. See “Controls and Procedures” in Part I, Item 4 of this report. While the Company has developed a remediation plan, the material weaknesses cannot be considered remediated until the applicable remedial controls are implemented and operate for a sufficient period of time to allow management to conclude, through testing, that the remediation plan is implemented and the controls are operating effectively. The Company may be unable to remediate these material weaknesses in a timely manner, which could cause investors to lose confidence in the accuracy and completeness of the Company’s financial reports and further impact the price of the Company’s common stock.

Negative publicity adversely affects the Company and the price of its common stock.

The Company is subject to negative publicity as a result of the Company’s review, through the Audit Committee of the Board, discussed above. Negative publicity, including adverse media coverage, unfavorable commentary or reports published by short sellers and public statements or actions by stockholders (such as in connection with efforts by private law firms to solicit clients for securities or derivative litigation), significantly impacts the price and volatility of the Company’s common stock, regardless of the accuracy of such commentary, reports or actions. Negative publicity also impacts the terms under which some customers and suppliers are willing to continue to do business with the Company, affects the Company’s ability to attract and retain employees, and harms the Company’s relationships with investors, lenders and other stakeholders. In addition, negative publicity or unfavorable perceptions make it more difficult for the Company and its employees to operate, resulting in reduced morale, a potential increase in employee turnover and difficulty attracting talent. As a result, negative publicity adversely impacts the Company’s business, reputation and the price of its common stock.