International Business Machines (IBM) director amends deferred fee share filing

Rhea-AI Filing Summary

International Business Machines Corp. (IBM) director D. N. Farr has amended a prior insider ownership report to correct the number of deferred share units recorded under the IBM Board of Directors Deferred Compensation and Equity Award Plan.

The filing now shows the acquisition of 200.283 Promised Fee Shares on June 30, 2025 at a reference price of $294.78 per underlying common share, bringing Farr’s beneficially owned Promised Fee Shares to 21,930.502.

The notes explain that a Form 4 filed on July 1, 2025 inadvertently omitted 4.283 of these Promised Fee Shares, and the figures as of June 30, 2025 have been updated. Distribution of Promised Fee Shares in IBM common stock or cash is deferred until Farr’s 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
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)
06/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/01/2025

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)	06/30/2025		A(2)		200.283(3)		(4)	(4)	Common Stock	200.283(3)	$294.78	21,930.502	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 July 1, 2025, the reporting person filed a Form 4 which, due to administrative error, inadvertently omitted 4.283 Promised Fee Shares from the number of securities acquired on June 30, 2025. The number of Promised Fee Shares acquired and total holdings as of June 30, 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 by IBM (IBM) is disclosed in this filing?

The filing reports director D. N. Farr acquiring 200.283 Promised Fee Shares on June 30, 2025 under the IBM Board of Directors Deferred Compensation and Equity Award Plan.

Why was this IBM (IBM) insider transaction filing amended?

The notes state that a Form 4 filed on July 1, 2025 inadvertently omitted 4.283 Promised Fee Shares from the amount acquired on June 30, 2025, so this amendment corrects the acquisition and total holdings figures.

How many deferred IBM Promised Fee Shares does D. N. Farr now beneficially own?

After the correction, D. N. Farr beneficially owns 21,930.502 Promised Fee Shares linked to IBM common stock.

What are Promised Fee Shares in the context of IBM (IBM)?

Promised Fee Shares are deferred units under the IBM Board of Directors Deferred Compensation and Equity Award Plan, representing fees deferred into IBM-linked share equivalents.

When will IBM Promised Fee Shares be paid to the director?

The explanation states that Promised Fee Shares are paid out after retirement in IBM common stock or cash, and distribution is deferred until retirement.

What is the relationship of the reporting person to IBM (IBM)?

The reporting person, D. N. Farr, is identified as a Director of International Business Machines Corp., and the form is filed by one reporting person.