IBM (NYSE: IBM) director David Farr awarded 209 Promised Fee Shares as deferred board compensation

Rhea-AI Filing Summary

INTERNATIONAL BUSINESS MACHINES CORP director David N. Farr received a grant of 209 Promised Fee Shares as board compensation. These Promised Fee Shares represent deferred fees under the IBM Board of Directors Deferred Compensation and Equity Award Plan and are linked to IBM common stock.

The Promised Fee Shares will be paid out after retirement, in either IBM common stock or cash, rather than through an open‑market purchase. After this award, Farr’s reported holdings tied to IBM common stock total 23,346 shares, showing this is a relatively small, routine compensation-related acquisition.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider FARR DAVID N

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Promised Fee Share	209	$281.21	$59K

Holdings After Transaction: Promised Fee Share — 23,346 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: 209 shares Reference price per Promised Fee Share: $281.21/share Holdings after transaction: 23,346 shares +1 more

4 metrics

Promised Fee Shares granted 209 shares Grant of Promised Fee Shares on June 30, 2026

Reference price per Promised Fee Share $281.21/share Valuation used for the 209 Promised Fee Shares

Holdings after transaction 23,346 shares Total IBM common stock–linked holdings after the award

Conversion or exercise price $0.00 Promised Fee Shares under the director compensation plan

Key Terms

Promised Fee Shares, Deferred Compensation and Equity Award Plan, distribution

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

"Deferral of fees into Promised Fee Shares under the terms of the IBM Board of Directors Deferred Compensation and Equity Award Plan."

distribution financial

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

A distribution is a payment or transfer of value from a company, fund, or trust to its shareholders or unit holders, commonly made in cash, additional shares, or other assets. Investors care because distributions provide income, reflect how much cash a business or fund can return to owners, can influence yield and taxable income, and often affect the share price much like a store handing out a portion of its profits to customers.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:05 PM Accepted by SEC EDGAR 07/02/2026 - 04:04 PM Learn about SEC filing dates

FAQ

What did IBM director David N. Farr report in this Form 4 filing for IBM?

David N. Farr reported receiving 209 Promised Fee Shares as board compensation. These represent deferred director fees under IBM’s Board of Directors Deferred Compensation and Equity Award Plan and are tied to IBM common stock rather than an open‑market share purchase.

How many IBM Promised Fee Shares did David N. Farr acquire and at what reference price?

David N. Farr acquired 209 Promised Fee Shares at a reference price of $281.21 per share. These units reflect deferred director fees linked to IBM common stock under a compensation plan, not a cash purchase of common shares in the market.

How many IBM-related shares does David N. Farr hold after this reported transaction?

After this transaction, David N. Farr is reported as holding 23,346 shares tied to IBM common stock. This total includes the 209 Promised Fee Shares awarded as deferred fees, providing context that the new grant is small relative to his overall position.

What are Promised Fee Shares under IBM’s Board of Directors Deferred Compensation and Equity Award Plan?

Promised Fee Shares are deferred director fee units linked to IBM common stock. Under IBM’s Board of Directors Deferred Compensation and Equity Award Plan, these units are paid out after a director’s retirement, either in IBM common stock or in cash, rather than immediately.

When will David N. Farr’s IBM Promised Fee Shares be distributed?

Distribution of David N. Farr’s Promised Fee Shares is deferred until retirement. At that time, under IBM’s Board of Directors Deferred Compensation and Equity Award Plan, they are settled either in IBM common stock or cash, aligning payment timing with the director’s retirement.

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^*

FARR DAVID 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)
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)		209		(3)	(3)	Common Stock	209	$281.21	23,346	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 D. N. Farr	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)