Andrew N. Liveris Defers 346 IBM Promised Fee Shares to Retirement Payout

Rhea-AI Filing Summary

Andrew N. Liveris, a director of International Business Machines Corp. (IBM), reported a non-derivative acquisition on 09/30/2025 of 346 Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan. The filing shows a per-share reference of $282.16 and indicates 42,628 shares beneficially owned by Mr. Liveris following the reported transaction. The Promised Fee Shares are compensation deferrals that are payable after retirement and the distribution is explicitly deferred until retirement. The Form 4 was signed on 10/01/2025.

Positive

• Director compensation was deferred into equity, indicating alignment with long-term shareholder interests.
• No sale reported; the transaction was an acquisition/deferral rather than a disposition, avoiding immediate dilution or market impact.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director deferred 346 fee shares into promised equity, modestly increasing long-term alignment with shareholders.

The reported transaction is a routine director compensation deferral rather than a market purchase or sale. The 346 Promised Fee Shares increase reported beneficial ownership to 42,628 shares, a small incremental change relative to large-cap company ownership figures. This action signals a choice to accept deferred equity payable at retirement, which aligns the director's economic interest with long-term shareholder outcomes and avoids immediate stock market impact.

Corporate Governance Expert

TL;DR: This is a standard formality reflecting deferred director compensation, not a governance red flag.

The filing documents deferral under IBM’s Board Deferred Compensation and Equity Award Plan with distributions payable at retirement. Such deferrals are common governance practice to promote long-term alignment and retention. There is no indication of sales, pledges, or unusual derivative activity in this Form 4, and the filing complies with Section 16 reporting requirements.

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).

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 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)
09/30/2025

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

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)	09/30/2025		A(2)		346		(3)	(3)	Common Stock	346	$282.16	42,628	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	10/01/2025
	** 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 did IBM director Andrew N. Liveris report on Form 4 (IBM)?

The Form 4 reports a 09/30/2025 acquisition of 346 Promised Fee Shares under IBM’s director deferred compensation plan.

How many shares does Andrew N. Liveris beneficially own after the transaction?

Following the reported transaction, Mr. Liveris beneficially owns 42,628 shares.

When will the Promised Fee Shares be distributed to Andrew N. Liveris?

The Promised Fee Shares are deferred until retirement and paid out after retirement in common stock or cash per the plan.

What is the reported price associated with the Promised Fee Shares in the filing?

The filing shows a referenced amount of $282.16 per share for the Promised Fee Shares.

When was the Form 4 signed and filed for this transaction?

The signature block indicates the Form 4 was signed on 10/01/2025 reflecting the 09/30/2025 transaction date.