IBM director awarded deferred Promised Fee Shares

INTERNATIONAL BUSINESS MACHINES CORP director Alex Gorsky received a compensation-related share award.

Rhea-AI Filing Summary

INTERNATIONAL BUSINESS MACHINES CORP director Alex Gorsky received a compensation-related share award. On this Form 4, he acquired 444 Promised Fee Shares at a reference price of $242.39 per share under the IBM Board of Directors Deferred Compensation and Equity Award Plan. Following this award, he holds 34,011 IBM common shares directly. The footnotes explain that Promised Fee Shares represent deferred board fees that are paid out after retirement in IBM common stock or cash, with distribution deferred until retirement.

Insider Trade Summary

Grant/Award: 444 shares

Grant/Award 1 txn

Insider Gorsky Alex

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Promised Fee Share	444	$242.39	$108K

Holdings After Transaction: Promised Fee Share — 34,011 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: 444 shares Reference price per Promised Fee Share: $242.39 per share Total IBM shares after transaction: 34,011 shares +1 more

4 metrics

Promised Fee Shares granted 444 shares Grant/award acquisition under IBM Board Deferred Compensation and Equity Award Plan

Reference price per Promised Fee Share $242.39 per share Price reported for the 444 Promised Fee Shares on transaction date

Total IBM shares after transaction 34,011 shares Direct IBM common stock holdings following the reported award

Conversion or exercise price $0.00 Promised Fee Shares credited with zero conversion or exercise price

Key Terms

Promised Fee Shares, Deferred Compensation and Equity Award Plan, deferral of fees, distribution ... deferred until retirement

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 in the company's common stock or cash."

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."

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 ... deferred until retirement financial

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

FAQ

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

What did IBM (IBM) director Alex Gorsky report in this Form 4?

Alex Gorsky reported receiving 444 Promised Fee Shares as a compensation-related award. These shares stem from deferred board fees under IBM’s Board of Directors Deferred Compensation and Equity Award Plan and increase his direct IBM common stock holdings to 34,011 shares after the transaction.

How many IBM shares does Alex Gorsky hold after this reported award?

After the reported award, Alex Gorsky directly holds 34,011 IBM common shares. This total reflects the addition of 444 Promised Fee Shares credited under the IBM Board of Directors Deferred Compensation and Equity Award Plan as of the transaction date disclosed in the filing.

What are IBM Promised Fee Shares mentioned in Alex Gorsky’s filing?

Promised Fee Shares are deferred board fees under IBM’s Board of Directors Deferred Compensation and Equity Award Plan. They represent compensation that will be paid out after retirement, either in IBM common stock or cash, rather than immediately as regular cash fees for board service.

When are IBM Promised Fee Shares from the board plan paid out?

According to the filing footnotes, Promised Fee Shares under IBM’s Board of Directors Deferred Compensation and Equity Award Plan are distributed after retirement. The payout at that time is made in either IBM common stock or cash, with distribution specifically deferred until retirement for participating directors.

Was this IBM Form 4 a market purchase or sale of shares by Alex Gorsky?

This Form 4 reports a grant or award acquisition, not an open-market trade. Alex Gorsky received 444 Promised Fee Shares through deferral of board fees under IBM’s Board of Directors Deferred Compensation and Equity Award Plan, classified as a compensation-related acquisition transaction code A.

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Accepted by SEC EDGAR 04/01/2026 - 05:08 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^*

Gorsky Alex

(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)
03/31/2026

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)	03/31/2026		A(2)		444		(3)	(3)	Common Stock	444	$242.39	34,011	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	04/01/2026
	** 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)