IBM director granted 228 deferred fee shares

INTERNATIONAL BUSINESS MACHINES CORP director Michelle J. Howard reported a compensation-related acquisition of Promised Fee Shares.

Rhea-AI Filing Summary

INTERNATIONAL BUSINESS MACHINES CORP director Michelle J. Howard reported a compensation-related acquisition of Promised Fee Shares. She received 228 Promised Fee Shares as a grant/award tied to director fees, with an indicated value of $281.21 per share, linked to IBM common stock.

These Promised Fee Shares are part of the IBM Board of Directors Deferred Compensation and Equity Award Plan, with distribution deferred until retirement in company common stock or cash. After this award, her directly held Promised Fee Share balance reported in this filing is 16,639 units.

Insider Trade Summary

Grant/Award: 228 shares

Grant/Award 1 txn

Insider HOWARD MICHELLE J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Promised Fee Share	228	$281.21	$64K

Holdings After Transaction: Promised Fee Share — 16,639 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: 228 shares Indicated value per Promised Fee Share: $281.21 per share Promised Fee Shares after transaction: 16,639 shares +1 more

4 metrics

Promised Fee Shares granted 228 shares Grant/award acquisition on June 30, 2026

Indicated value per Promised Fee Share $281.21 per share Valuation for the 228-unit grant

Promised Fee Shares after transaction 16,639 shares Total directly held following the grant

Underlying security shares 228 common shares IBM common stock underlying the Promised Fee Share grant

Key Terms

Promised Fee Shares, Deferred Compensation and Equity Award Plan, Grant, award, or other acquisition, Common Stock

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"

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

Common Stock financial

"underlying_security_title: Common Stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did IBM director Michelle J. Howard report on this Form 4?

IBM director Michelle J. Howard reported receiving 228 Promised Fee Shares as a compensation-related grant. These units are tied to IBM common stock and reflect deferral of director fees under the IBM Board of Directors Deferred Compensation and Equity Award Plan.

Is Michelle J. Howard’s IBM Form 4 transaction a market purchase or sale of shares?

The transaction is not a market purchase or sale. It is a grant or award acquisition of 228 Promised Fee Shares as deferred director compensation, rather than an open-market trade, and is classified under code A for grant, award, or other acquisition.

How many Promised Fee Shares does Michelle J. Howard hold after this IBM transaction?

After this transaction, Michelle J. Howard is reported as directly holding 16,639 Promised Fee Shares. This total includes the newly acquired 228 Promised Fee Shares and represents her balance under IBM’s Board of Directors Deferred Compensation and Equity Award Plan.

When will IBM Promised Fee Shares for directors like Michelle J. Howard be distributed?

According to the plan terms, Promised Fee Shares are distributed after retirement. They are paid out in IBM common stock or cash under the IBM Board of Directors Deferred Compensation and Equity Award Plan, with distribution explicitly deferred until the director retires from the board.

What does the $281.21 per share figure in Michelle J. Howard’s IBM Form 4 represent?

The Form 4 shows an indicated value of $281.21 per Promised Fee Share for the 228-unit grant. This price is used to value the deferred fee share award, which is linked to IBM common stock under the directors’ 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^*

HOWARD MICHELLE J

(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)		228		(3)	(3)	Common Stock	228	$281.21	16,639	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. J. Howard	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)