IBM director defers fees into 347 Promised Fee Shares

INTERNATIONAL BUSINESS MACHINES CORP director Andrew N. Liveris reported a compensation-related award of Promised Fee Shares.

Rhea-AI Filing Summary

INTERNATIONAL BUSINESS MACHINES CORP director Andrew N. Liveris reported a compensation-related award of Promised Fee Shares. On the reported date, he acquired 347 Promised Fee Shares linked to IBM common stock, based on a reference price of $281.21 per share, increasing his reported holdings to 44,497 shares.

According to the IBM Board of Directors Deferred Compensation and Equity Award Plan, these Promised Fee Shares represent deferred board fees. They are scheduled to be paid out after retirement in IBM common stock or cash, and distribution is deferred until that retirement event.

Insider Trade Summary

Grant/Award: 347 shares

Grant/Award 1 txn

Insider LIVERIS ANDREW N

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Promised Fee Share	347	$281.21	$98K

Holdings After Transaction: Promised Fee Share — 44,497 contracts (Direct)

Footnotes (3)

1. F1. 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. F2. Deferral of fees into Promised Fee Shares under the terms of the IBM Board of Directors Deferred Compensation and Equity Award Plan.
3. F3. 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: 347 shares Reference price per share: $281.21 per share Holdings after transaction: 44,497 shares +1 more

4 metrics

Promised Fee Shares granted 347 shares Compensation grant under IBM Board of Directors Deferred Compensation and Equity Award Plan

Reference price per share $281.21 per share Value used for Promised Fee Share grant on the transaction date

Holdings after transaction 44,497 shares Total IBM-related shares reported following the Promised Fee Share award

Conversion/exercise price $0.00 Promised Fee Shares carry a zero exercise price under the plan

Key Terms

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

4 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"

distribution financial

"Distribution of Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan is deferred until retirement"

A distribution is a payment or transfer of value from a company, fund, or trust to its shareholders or unit holders, commonly made in cash, additional shares, or other assets. Investors care because distributions provide income, reflect how much cash a business or fund can return to owners, can influence yield and taxable income, and often affect the share price much like a store handing out a portion of its profits to customers.

FAQ

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What insider transaction did IBM director Andrew Liveris report on this Form 4?

Andrew N. Liveris reported receiving 347 Promised Fee Shares as a compensation-related award. These are tied to IBM common stock with a reference price of $281.21 per share and increase his reported holdings to 44,497 shares after the transaction.

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

Promised Fee Shares represent deferred board fees under the IBM Board of Directors Deferred Compensation and Equity Award Plan. They are linked to IBM common stock and are ultimately paid out after retirement, either in the company’s common stock or in cash, per the plan’s terms.

When will Andrew Liveris receive the IBM Promised Fee Shares reported in this filing?

The Promised Fee Shares will be distributed after Andrew Liveris retires from IBM’s board. Under the Deferred Compensation and Equity Award Plan, distribution of these deferred fee awards is postponed until retirement, when payment is made in common stock or cash.

How many IBM-related shares does Andrew Liveris hold after this Promised Fee Share award?

After the reported award of 347 Promised Fee Shares, Andrew Liveris is shown with 44,497 shares associated with IBM. This figure reflects his holdings following the transaction disclosed in the Form 4 and includes the newly awarded Promised Fee Shares.

Is the IBM Form 4 transaction an open-market purchase or a compensation grant?

The Form 4 reports a compensation grant, not an open-market purchase. The transaction code “A” is described as a grant, award, or other acquisition, reflecting deferral of board fees into Promised Fee Shares under IBM’s Deferred Compensation and Equity Award Plan.

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Accepted by SEC EDGAR 07/02/2026 - 04:06 PM EDT Learn about SEC filing dates

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^*

LIVERIS ANDREW N

(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)
06/30/2026

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)	06/30/2026		A(2)		347		(3)	(3)	Common Stock	347	$281.21	44,497	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 A. N. Liveris	07/02/2026
	** 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)