IBM (IBM) director corrects Promised Fee Share totals in Form 4/A

Rhea-AI Filing Summary

International Business Machines Corporation (IBM) director activity is updated in this amended insider report. The filing corrects prior reporting of deferred compensation known as Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan.

On March 31, 2025, the reporting person acquired 237.077 Promised Fee Shares at a conversion or exercise price of $0.00, linked to IBM common stock at a reference price of $248.66 per share. After this transaction, the reporting person holds 21,600.077 derivative securities related to IBM common stock in direct ownership.

The company explains that a Form 4 filed on April 1, 2025 inadvertently omitted 5.077 Promised Fee Shares from the March 31, 2025 acquisition. This amendment updates both the number of Promised Fee Shares acquired and the total holdings as of that date. Distribution of these Promised Fee Shares is deferred until the director’s retirement, when they are paid in IBM common stock or cash.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider FARR DAVID N

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Promised Fee Share	237.077	$248.66	$59K

Holdings After Transaction: Promised Fee Share — 21,600.077 shares (Direct)

Footnotes (1)

1. Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan are paid out after retirement in the company's common stock or cash. Deferral of fees into Promised Fee Shares under the terms of the IBM Board of Directors Deferred Compensation and Equity Award Plan. On April 1, 2025, the reporting person filed a Form 4 which, due to administrative error, inadvertently omitted 5.077 Promised Fee Shares from the number of securities acquired on March 31, 2025. The number of Promised Fee Shares acquired and total holdings as of March 31, 2025 have been updated to reflect these Promised Fee Shares. Distribution of Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan is deferred until retirement.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FARR DAVID N

(Last) (First) (Middle)

C/O SECRETARY'S OFFICE, IBM CORPORATION

ONE NEW ORCHARD ROAD

(Street)

ARMONK NY 10504

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL BUSINESS MACHINES CORP [ IBM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/01/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Promised Fee Share	$0.00(1)	03/31/2025		A(2)		237.077(3)		(4)	(4)	Common Stock	237.077(3)	$248.66	21,600.077(3)	D

Explanation of Responses:

1. Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan are paid out after retirement in the company's common stock or cash.

2. Deferral of fees into Promised Fee Shares under the terms of the IBM Board of Directors Deferred Compensation and Equity Award Plan.

3. On April 1, 2025, the reporting person filed a Form 4 which, due to administrative error, inadvertently omitted 5.077 Promised Fee Shares from the number of securities acquired on March 31, 2025. The number of Promised Fee Shares acquired and total holdings as of March 31, 2025 have been updated to reflect these Promised Fee Shares.

4. Distribution of Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan is deferred until retirement.

Remarks:

	L. Mallardi on behalf of D. N. Farr	12/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did IBM (IBM) report in this amended Form 4?

The report shows an IBM director acquired 237.077 Promised Fee Shares on March 31, 2025 under the Board of Directors Deferred Compensation and Equity Award Plan, updating previously reported holdings.

Why did IBM (IBM) file an amended Form 4/A for this director?

The amendment states that a Form 4 filed on April 1, 2025 inadvertently omitted 5.077 Promised Fee Shares from the number of securities acquired on March 31, 2025, so this filing corrects the acquisition and total holdings.

What are Promised Fee Shares in IBMs director compensation plan?

Promised Fee Shares represent deferred director fees under the IBM Board of Directors Deferred Compensation and Equity Award Plan. They are ultimately paid out after retirement in IBM common stock or cash.

How many IBM-related derivative securities does the reporting person hold after this transaction?

Following the reported March 31, 2025 transaction, the reporting person beneficially owns 21,600.077 derivative securities related to IBM common stock in direct ownership.

What is the exercise price and underlying security for the IBM Promised Fee Shares?

The Promised Fee Shares have a conversion or exercise price of $0.00 and are tied to IBM common stock, with an underlying amount of 237.077 shares referenced at $248.66 per share.

When will the IBM director receive the Promised Fee Shares reported here?

The explanation states that distribution of Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan is deferred until retirement, when they are paid in common stock or cash.