IBM (NYSE: IBM) SVP settles RSUs, uses shares to cover taxes

Rhea-AI Filing Summary

INTERNATIONAL BUSINESS MACHINES CORP (IBM) Senior Vice President Robert David Thomas reported a series of equity compensation transactions tied to restricted stock units (RSUs) on February 21, 2026. Multiple RSU awards granted in 2022, 2023, and 2024 partially vested on this date, consistent with their original vesting schedules described in the footnotes.

The filing shows the exercise or conversion of several RSU tranches into IBM common stock at a stated price of $0.00 per share, reflecting non-cash settlement of equity awards. It also records related tax-withholding dispositions of IBM common stock at a price of $256.42 per share, where shares were delivered to cover tax liabilities rather than sold in an open-market transaction.

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

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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^*

Thomas Robert David

(Last) (First) (Middle)

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2026

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

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
Common Stock	02/21/2026		M		2,631	A	$0.00	71,269.979	D
Common Stock	02/21/2026		F		1,329	D	$256.42	69,940.979	D
Common Stock	02/21/2026		M		3,116	A	$0.00	73,056.979	D
Common Stock	02/21/2026		F		1,575	D	$256.42	71,481.979	D
Common Stock	02/21/2026		M		2,667	A	$0.00	74,148.979	D
Common Stock	02/21/2026		F		1,349	D	$256.42	72,799.979	D

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
Rst. Stock Unit(1)	$0.00(2)	02/21/2026		M(3)			2,631	(1)	(1)	Common Stock	2,631	$0.00	0.00	D
Rst. Stock Unit(4)	$0.00(2)	02/21/2026		M(3)			3,116	(4)	(4)	Common Stock	3,116	$0.00	3,116(4)	D
Rst. Stock Unit(5)	$0.00(2)	02/21/2026		M(3)			2,667	(5)	(5)	Common Stock	2,667	$0.00	5,333(5)	D

Explanation of Responses:

1. On 2/21/22, the reporting person was granted 10,515 RSUs, 2,628 of which vested on 2/21/23, 2,628 of which vested on 2/21/24, 2,628 of which vested on 2/21/25 and 2,631 of which vested on 2/21/26.

2. These units were payable in cash or the company's common stock upon the lapse of the restrictions on the transaction date shown.

3. Release of restricted stock units.

4. On 2/21/23, the reporting person was granted 12,463 RSUs, 3,115 of which vested on 2/21/24, 3,116 of which vested on 2/21/25, 3,116 of which vested on 2/21/26 and 3,116 of which will vest on 2/21/27.

5. On 2/21/24, the reporting person was granted 10,666 RSUs, 2,666 of which vested on 2/21/25, 2,667 of which vested on 2/21/26, 2,666 of which will vest on 2/21/27, and 2,667 of which will vest on 2/21/28.

Remarks:

	L. Mallardi on behalf of R. Thomas	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did IBM (IBM) report for Robert David Thomas on this Form 4?

IBM Senior Vice President Robert David Thomas reported vesting and settlement of multiple restricted stock unit awards into common stock, along with related share dispositions used to cover tax liabilities associated with these equity compensation events.

Were the IBM (IBM) Form 4 transactions open-market buys or sells?

The transactions were not open-market buys or sells. They reflect RSU exercises or conversions at $0.00 per share and tax-withholding dispositions, where shares were delivered at $256.42 per share to satisfy tax obligations tied to vested awards.

What types of securities are involved in this IBM (IBM) insider filing?

The filing involves restricted stock units, labeled as “Rst. Stock Unit,” and IBM common stock. RSUs granted in 2022, 2023, and 2024 partially vested and were settled in common stock, with some shares withheld to cover taxes.

How do the footnotes explain the IBM (IBM) RSU grants and vesting schedule?

Footnotes detail RSU grants on 2/21/22, 2/21/23, and 2/21/24, including specific share amounts vesting each year. They state units are payable in cash or IBM common stock upon restriction lapses and describe these events as releases of restricted stock units.

What does transaction code M mean in the IBM (IBM) Form 4 for this insider?

Transaction code M indicates the exercise or conversion of derivative securities, here restricted stock units, into IBM common stock. These conversions occurred at a reported price of $0.00 per share, reflecting non-cash settlement of previously granted equity awards.

What does transaction code F represent in the IBM (IBM) insider transactions?

Transaction code F represents dispositions of IBM common stock to pay the exercise price or tax liability. In this filing, shares were delivered at $256.42 per share for tax withholding tied to the vesting and settlement of restricted stock unit awards.