IBM director granted 325 deferred fee shares

INTERNATIONAL BUSINESS MACHINES CORP director Frederick William McNabb III received a compensation-related equity award.

Rhea-AI Filing Summary

INTERNATIONAL BUSINESS MACHINES CORP director Frederick William McNabb III received a compensation-related equity award. He acquired 325 Promised Fee Shares linked to IBM common stock at a reference value of $281.21 per share, increasing his direct holdings to 16,518 underlying shares.

The Promised Fee Shares arise from deferring board fees under the IBM Board of Directors Deferred Compensation and Equity Award Plan. According to the plan terms, these deferred Promised Fee Shares are paid out after retirement in IBM common stock or cash, with distribution deferred until that retirement date.

Insider Trade Summary

Grant/Award: 325 shares

Grant/Award 1 txn

Insider MCNABB FREDERICK WILLIAM III

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Promised Fee Share	325	$281.21	$91K

Holdings After Transaction: Promised Fee Share — 16,518 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: 325 shares Reference price per share: $281.21 per share Total holdings after transaction: 16,518 shares +1 more

4 metrics

Promised Fee Shares granted 325 shares Grant/award acquisition on June 30, 2026

Reference price per share $281.21 per share Value used for Promised Fee Share grant

Total holdings after transaction 16,518 shares Underlying IBM common stock following grant

Conversion/exercise price $0.00 Promised Fee Shares under compensation plan

Key Terms

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

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"

IBM Board of Directors 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 of Promised Fee Shares financial

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

FAQ

What insider transaction did IBM director Frederick McNabb report on this Form 4?

IBM director Frederick McNabb reported acquiring 325 Promised Fee Shares as a compensation-related grant. These are tied to IBM common stock and result from deferring board fees under the IBM Board of Directors Deferred Compensation and Equity Award Plan.

Is Frederick McNabb’s IBM Form 4 transaction a stock purchase or a compensation grant?

The IBM Form 4 shows a compensation grant, not an open-market purchase. McNabb received 325 Promised Fee Shares as a fee deferral under the IBM Board of Directors Deferred Compensation and Equity Award Plan, classified as a grant, award, or other acquisition.

How many IBM shares does Frederick McNabb hold after this Form 4 transaction?

After the reported transaction, Frederick McNabb holds 16,518 underlying IBM common shares. This total reflects his position following the grant of 325 Promised Fee Shares under the company’s Board of Directors Deferred Compensation and Equity Award Plan.

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

Promised Fee Shares are units directors receive when they defer fees under IBM’s Board of Directors Deferred Compensation and Equity Award Plan. They are ultimately paid out after retirement, in IBM common stock or cash, according to the terms of the plan.

When will IBM director Frederick McNabb receive the Promised Fee Shares reported on Form 4?

Distribution of the Promised Fee Shares is deferred until retirement under IBM’s Board of Directors Deferred Compensation and Equity Award Plan. At that time, they are paid out in IBM common stock or cash, consistent with the plan’s distribution provisions.

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Accepted by SEC EDGAR 07/02/2026 - 04:07 PM 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^*

MCNABB FREDERICK WILLIAM III

(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)		325		(3)	(3)	Common Stock	325	$281.21	16,518	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 F. W. McNabb III	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)