Alex Gorsky Reports 381 Promised Fee Shares Deferral on IBM Form 4

Rhea-AI Filing Summary

Alex Gorsky, an IBM director, reported a non‑derivative acquisition on 09/30/2025 involving 381 Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan. Those shares were recorded at a per‑share value of $282.16. Following the transaction, Gorsky beneficially owns 32,805 shares of IBM common stock on a direct basis. The filing notes the shares are part of a deferred compensation arrangement and that distribution of the Promised Fee Shares is deferred until retirement. This Form 4 reflects a routine fee deferral by a director rather than an open‑market purchase or sale.

Positive

• Director fee deferral into equity aligns management incentives with shareholders by increasing director stock ownership
• Full disclosure provided including transaction date, share amount (381), per‑share value ($282.16), and post‑transaction holdings (32,805)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director deferred board fees into equity; routine governance practice signaling alignment with long‑term shareholder interests.

The filing documents a standard deferral of board compensation into Promised Fee Shares under IBM's director deferred compensation plan. Deferrals that convert fees into common stock are common governance tools to align directors with shareholder outcomes. The material details—381 shares at $282.16 and a total direct holding of 32,805 shares—are clearly disclosed and the distribution timing is tied to retirement, which limits near‑term market impact. This is a non‑market, plan‑driven transaction.

Securities/Compliance Analyst

TL;DR: Administrative Form 4 reporting a plan conversion; compliance appears complete with necessary disclosures.

The Form 4 provides required Section 16 disclosure for a director converting deferred fees into Promised Fee Shares. It includes transaction date, share amount, value per share, and post‑transaction beneficial ownership. The filing indicates distribution is deferred until retirement, which is appropriate to disclose for corporate reporting and insider trading compliance. No exercise or open‑market trade is reported.

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^*

Gorsky Alex

(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)		381		(3)	(3)	Common Stock	381	$282.16	32,805	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. Gorsky	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 transaction did Alex Gorsky report on IBM Form 4?

He reported a deferral of 381 Promised Fee Shares under IBM's director deferred compensation plan on 09/30/2025.

How many IBM shares does Alex Gorsky beneficially own after this filing?

The Form 4 reports 32,805 shares beneficially owned following the reported transaction.

At what value were the Promised Fee Shares recorded?

The Promised Fee Shares are shown at a per‑share value of $282.16.

Will the Promised Fee Shares be distributed immediately?

No. The filing states distribution of the Promised Fee Shares is deferred until retirement.

Does this Form 4 show an open‑market purchase or sale?

No. This is a plan‑driven fee deferral into Promised Fee Shares, not an open‑market trade or option exercise.