IBM (IBM) director Andrew N. Liveris granted 403 Promised Fee Shares as deferred board compensation

Rhea-AI Filing Summary

INTERNATIONAL BUSINESS MACHINES CORP director Andrew N. Liveris received 403 Promised Fee Shares as a compensation award tied to board fees. The award, valued at $242.39 per share, represents deferred fees under the IBM Board of Directors Deferred Compensation and Equity Award Plan.

The Promised Fee Shares are linked to IBM common stock and will be paid out after retirement in either common stock or cash, according to the plan’s terms. Following this grant, Liveris directly holds 43,878 shares, making this a small, routine compensation-related acquisition rather than a market purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider LIVERIS ANDREW N

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Promised Fee Share	403	$242.39	$98K

Holdings After Transaction: Promised Fee Share — 43,878 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: 403 shares Grant reference price: $242.39 per share Holdings after transaction: 43,878 shares +1 more

4 metrics

Promised Fee Shares granted 403 shares Grant of Promised Fee Shares on March 31, 2026

Grant reference price $242.39 per share Price per Promised Fee Share used in the award

Holdings after transaction 43,878 shares Total IBM shares directly held after award

Conversion or exercise price $0.00 Promised Fee Shares credited at no exercise price

Key Terms

Promised Fee Shares, Deferred Compensation and Equity Award Plan, grant/award acquisition

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"

grant/award acquisition financial

"transaction_action": "grant/award acquisition""

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^*

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)
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)		403		(3)	(3)	Common Stock	403	$242.39	43,878	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	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 did IBM (IBM) director Andrew N. Liveris report in this Form 4?

Andrew N. Liveris reported receiving 403 Promised Fee Shares as a compensation-related award. These represent deferred board fees under IBM’s Deferred Compensation and Equity Award Plan and are tied to IBM common stock rather than an open-market stock purchase or sale.

Is Andrew N. Liveris buying or selling IBM (IBM) stock in this filing?

This filing shows an acquisition as a grant, not an open-market buy or sale. Liveris received 403 Promised Fee Shares as deferred board compensation, which will eventually be settled in IBM common stock or cash after retirement under the plan’s terms.

How many IBM (IBM) shares does Andrew N. Liveris hold after this transaction?

After this compensation award, Andrew N. Liveris is shown holding 43,878 IBM shares directly. The 403 Promised Fee Shares added in this filing are relatively small compared with his total reported holdings, indicating a routine adjustment from deferred board fees.

What are Promised Fee Shares in IBM’s (IBM) director compensation plan?

Promised Fee Shares are units credited under IBM’s Board of Directors Deferred Compensation and Equity Award Plan. They represent deferred fees that track IBM common stock and are paid out after a director’s retirement in either IBM common shares or cash, as specified by the plan.

When will Andrew N. Liveris receive the IBM (IBM) shares or cash from these Promised Fee Shares?

Distribution of the Promised Fee Shares is deferred until retirement. At that time, the units under IBM’s Board of Directors Deferred Compensation and Equity Award Plan are settled in either IBM common stock or cash, consistent with the plan’s payout provisions and any elections made.

Does this IBM (IBM) Form 4 indicate any derivative exercises or option activity?

No derivative exercises or option conversions are shown in this Form 4. The transaction is classified as a grant or award acquisition of 403 Promised Fee Shares, with no remaining derivative positions listed in the derivative summary section of the filing data.