On September 24, 2026, Kyndryl Holdings, Inc. entered into an Underwriting Agreement with J.P. Morgan Securities LLC, Citigroup Global Markets Inc., and Morgan Stanley & Co. LLC. Under the terms of the agreement, the company agreed to sell $600,000,000 aggregate principal amount of its 7.800% Senior Notes due 2029 and $400,000,000 aggregate principal amount of its 7.875% Senior Notes due 2032. The total offering size is $1 billion.
The notes were offered pursuant to the company’s shelf registration statement on Form S-3 (File No. 333-276713), filed on January 26, 2024. The notes are senior unsecured obligations of Kyndryl Holdings, Inc. and rank equally with all of the company’s other existing and future senior unsecured indebtedness. Neither series of the notes is guaranteed by any of Kyndryl’s subsidiaries.
Interest on the 2029 Notes is payable at 7.800% per annum on March 28 and September 28 of each year, beginning on March 28, 2027. The 2029 Notes will mature on September 28, 2029. Interest on the 2032 Notes is payable at 7.875% per annum on January 15 and July 15 of each year, beginning on January 15, 2027. The 2032 Notes will mature on January 15, 2032.
Kyndryl intends to use the net proceeds from the offering to repay at maturity the $700 million outstanding aggregate principal amount of its 2.05% senior notes due October 2026. The company stated that any remaining net proceeds, together with cash on hand, will be used to repay the outstanding balance under its revolving credit agreement and for related fees and expenses.
On September 28, 2026, the company executed a Third Supplemental Indenture and a Fourth Supplemental Indenture with The Bank of New York Mellon Trust Company, N.A., as trustee, to provide for the issuance of the notes. The Indenture contains certain restrictions, including limitations on the company’s ability to incur liens and enter into sale and leaseback transactions, as well as requirements to offer to repurchase the notes upon certain change of control events.
