Michelle J. Howard receives 292 IBM shares via deferred compensation

Rhea-AI Filing Summary

Michelle J. Howard, a director of International Business Machines Corp. (IBM), received 292 shares of common stock as Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan. The transaction, recorded 09/30/2025, shows the shares were issued at a per-share value of $282.16 and increased her total beneficial ownership to 15,580 shares. The filing explains these Promised Fee Shares represent deferred director fees that are payable after retirement and remain deferred until retirement under the plan.

Positive

• Director ownership increased by 292 shares, bringing total beneficial ownership to 15,580 shares, aligning director compensation with equity ownership
• Transaction is a deferred compensation issuance, indicating retention of shares until retirement rather than immediate sale

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director deferred compensation converted into 292 Promised Fee Shares, raising insider ownership to 15,580 shares.

The report documents a routine, plan-driven issuance of shares tied to the IBM Board of Directors Deferred Compensation and Equity Award Plan. This is a non-derivative, non-sale acquisition coded as a deferral of fees rather than an open-market purchase, so it reflects compensation practices rather than a direct market signal. The added 292 shares are meaningful for documenting the director's ongoing alignment with shareholder interests, but there is no indication of cash proceeds, option exercise, or sale activity in this filing.

Securities Analyst

TL;DR: Transaction is administrative and compensatory; not a market-driven buy or sell.

The entry shows Promised Fee Shares credited under IBM's director compensation plan at a recorded share value of $282.16, increasing total reported holdings to 15,580 shares. Because the transaction is a fee deferral with distribution deferred until retirement, it does not change immediate market liquidity or signal directional insider trading. Material investor impact is limited unless aggregated with other insider activity.

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^*

HOWARD MICHELLE J

(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)		292		(3)	(3)	Common Stock	292	$282.16	15,580	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	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 IBM director Michelle J. Howard report on Form 4?

She reported receiving 292 Promised Fee Shares under IBM's Deferred Compensation and Equity Award Plan, recorded 09/30/2025.

How many IBM shares does Michelle J. Howard beneficially own after this transaction (IBM)?

15,580 shares of IBM common stock following the reported transaction.

What is a Promised Fee Share in IBM's filing?

Promised Fee Shares are deferred director fees paid in stock or cash under the IBM Board of Directors Deferred Compensation and Equity Award Plan, with distribution deferred until retirement.

At what value were the Promised Fee Shares recorded?

$282.16 per share as the price shown in the Form 4 for the 292 shares.

Was this Form 4 transaction a sale or open-market purchase?

No. The Form 4 records a deferral of fees into Promised Fee Shares, not an open-market buy or a sale.