IBM (IBM) director defers board fees into 377 Promised Fee Shares

Rhea-AI Filing Summary

INTERNATIONAL BUSINESS MACHINES CORP director Marianne Catherine Brown reported an acquisition of 377 Promised Fee Shares on IBM’s board under its Deferred Compensation and Equity Award Plan. These represent deferred board fees and will be paid after retirement in IBM common stock or cash.

Following this grant/award acquisition, she now holds 3,669 Promised Fee Shares directly. This is a compensation-related deferral, not an open-market stock purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Brown Marianne Catherine

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Promised Fee Share	377	$242.39	$91K

Holdings After Transaction: Promised Fee Share — 3,669 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. Distribution of Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan is deferred until retirement.

Key Figures

Promised Fee Shares granted: 377 shares Reference price per share: $242.39 per share Promised Fee Shares after transaction: 3,669 shares +1 more

4 metrics

Promised Fee Shares granted 377 shares Grant/award acquisition on 2026-03-31

Reference price per share $242.39 per share Promised Fee Share transaction price

Promised Fee Shares after transaction 3,669 shares Total direct holdings following award

Conversion or exercise price $0.00 Promised Fee Shares under deferred compensation plan

Key Terms

Promised Fee Shares, Deferred Compensation and Equity Award Plan, deferral of fees

3 terms

Promised Fee Shares financial

"Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan are paid out after retirement"

Deferred Compensation and Equity Award Plan financial

"under the IBM Board of Directors Deferred Compensation and Equity Award Plan are paid out after retirement"

deferral of fees financial

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

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^*

Brown Marianne Catherine

(Last) (First) (Middle)

C/O SECRETARY'S OFFICE, IBM CORPORATION

ONE NEW ORCHARD ROAD

(Street)

ARMONK NEW YORK 10504

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

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

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

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

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)	03/31/2026		A(2)		377		(3)	(3)	Common Stock	377	$242.39	3,669	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. 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. Brown	04/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did IBM (IBM) report for Marianne Catherine Brown?

IBM reported that director Marianne Catherine Brown received 377 Promised Fee Shares as a grant under the Board’s Deferred Compensation and Equity Award Plan. This represents deferred board fees rather than an open-market purchase or sale of IBM common stock.

What are IBM (IBM) Promised Fee Shares mentioned in this Form 4?

Promised Fee Shares are deferred compensation units under IBM’s Board of Directors Deferred Compensation and Equity Award Plan. They represent board fees that will be paid out after retirement in IBM common stock or cash, instead of immediate cash payment.

How many Promised Fee Shares does Marianne Catherine Brown hold after this IBM (IBM) award?

After the reported grant, Marianne Catherine Brown holds 3,669 Promised Fee Shares directly. These units track IBM common stock and are scheduled for distribution after her retirement, as provided under the Board’s Deferred Compensation and Equity Award Plan.

Was the IBM (IBM) transaction an open-market buy or sell of common stock?

No, the transaction was not an open-market buy or sell. It was a grant/award acquisition coded “A,” reflecting deferral of director fees into 377 Promised Fee Shares under IBM’s Board of Directors Deferred Compensation and Equity Award Plan for future payout.

When will the IBM (IBM) Promised Fee Shares be distributed to the director?

The Promised Fee Shares are scheduled for distribution after the director’s retirement. Under IBM’s Board of Directors Deferred Compensation and Equity Award Plan, these deferred fee units are then paid in IBM common stock or cash, rather than during active board service.