IBM (IBM) director updates Promised Fee Shares in amended ownership filing

Rhea-AI Filing Summary

International Business Machines Corporation (IBM) director filed an amended ownership report to correct the number of deferred equity units earned as board fees. On March 31, 2025, the reporting person deferred fees into 237.077 Promised Fee Shares under IBM’s Board of Directors Deferred Compensation and Equity Award Plan, each tied to IBM common stock valued at $248.66 per share. Following this transaction, the director beneficially owned 15,937.077 Promised Fee Shares in total.

The amendment explains that a prior filing on April 1, 2025 inadvertently left out 5.077 Promised Fee Shares from the amount acquired on March 31, 2025, and the figures have now been updated. These Promised Fee Shares represent deferred board fees and are scheduled to be paid out in IBM common stock or cash after the director retires, with distribution deferred until retirement.

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
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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^*

Pollack Martha E

(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	15,937.077(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 M. E. Pollack	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 does IBM (IBM) director report in this amended Form 4/A?

The director reports deferring board fees into 237.077 Promised Fee Shares on March 31, 2025 under IBM’s Board of Directors Deferred Compensation and Equity Award Plan and updates total holdings to 15,937.077 Promised Fee Shares after the transaction.

Why was the IBM (IBM) Form 4 amended?

The report states that a filing made on April 1, 2025 inadvertently omitted 5.077 Promised Fee Shares from the amount acquired on March 31, 2025, and this amendment corrects the number of Promised Fee Shares acquired and the total holdings as of that date.

What are Promised Fee Shares in the IBM Board of Directors plan?

Promised Fee Shares are amounts of board fees deferred under the IBM Board of Directors Deferred Compensation and Equity Award Plan, to be paid out after retirement in either IBM common stock or cash.

When will the IBM director receive the Promised Fee Shares?

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.

What price per IBM share is referenced in this Form 4/A?

The table shows IBM common stock underlying the Promised Fee Shares with a value of $248.66 per share in connection with the March 31, 2025 transaction.

Does the IBM director report direct or indirect ownership of these Promised Fee Shares?

The table indicates that the 15,937.077 Promised Fee Shares are held with direct ownership.