IBM (IBM) director updates Promised Fee Shares in corrected insider report

Rhea-AI Filing Summary

International Business Machines Corporation director M. E. Pollack amended a prior insider report to correct deferred equity amounts under the IBM Board of Directors Deferred Compensation and Equity Award Plan. On June 30, 2025, the director deferred fees into 200.283 Promised Fee Shares, a derivative security with a conversion price of $0.00 that is payable in IBM common stock or cash after retirement. The amendment notes that an earlier filing on July 1, 2025 inadvertently omitted 4.283 Promised Fee Shares from the number acquired on June 30, 2025, and updates the acquisition and total holdings accordingly. Following the correction, the director beneficially owns 16,233.502 Promised Fee Shares, with distribution deferred until retirement.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Pollack Martha E

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Promised Fee Share	200.283	$294.78	$59K

Holdings After Transaction: Promised Fee Share — 16,233.502 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 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. Distribution of Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan is deferred until retirement.

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^*

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)
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	16,233.502(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 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 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 insider transaction did IBM director M. E. Pollack report on this Form 4/A for IBM?

The filing reports that IBM director M. E. Pollack deferred board fees on June 30, 2025 into 200.283 Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan.

Why was this IBM (IBM) Form 4/A filed as an amendment?

The amendment states that a prior report filed on July 1, 2025 inadvertently omitted 4.283 Promised Fee Shares from the number of securities acquired on June 30, 2025, and the figures have been updated to include these shares.

How many Promised Fee Shares does the IBM director own after the corrected transaction?

After the correction, the director beneficially owns 16,233.502 Promised Fee Shares linked to IBM common stock, as shown in the derivative securities table.

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

The explanation notes that Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan represent deferred board fees that are paid out after retirement in IBM common stock or cash.

When will the IBM director receive the Promised Fee Shares reported on this Form 4/A?

The responses explain that distribution of Promised Fee Shares under the plan is deferred until retirement, at which time they are paid in IBM common stock or cash.

What is the exercise or conversion price for the IBM Promised Fee Shares reported here?

The derivative securities table lists the conversion or exercise price of the Promised Fee Shares as $0.00, reflecting that they arise from deferral of director fees rather than a cash purchase.