IBM (NYSE: IBM) SVP converts 2,549 RSUs, withholds 1,290 shares for tax

Rhea-AI Filing Summary

INTERNATIONAL BUSINESS MACHINES CORP Senior Vice President Thomas Robert David reported equity compensation activity involving restricted stock units and common shares. On 2/18/26, 2,549 restricted stock units vested and were converted into 2,549 shares of IBM common stock at no exercise price, increasing his directly held common shares.

In a related tax-withholding transaction the same day, 1,290 common shares were disposed of at a price of $258.68 per share to satisfy tax obligations, a non–open-market sale. After these transactions, he directly owned 68,638.979 IBM common shares and 7,648 restricted stock units.

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

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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^*

Thomas Robert David

(Last) (First) (Middle)

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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
Common Stock	02/18/2026		M		2,549	A	$0.00	69,928.979	D
Common Stock	02/18/2026		F		1,290	D	$258.68	68,638.979	D

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
Rst. Stock Unit(1)	$0.00(2)	02/18/2026		M(3)			2,549	(1)	(1)	Common Stock	2,549	$0.00	7,648(1)	D

Explanation of Responses:

1. On 2/18/25, the reporting person was granted 10,197 RSUs, 2,549 of which vested on 02/18/26, 2,549 of which will vest on 02/18/27, 2,549 of which will vest on 02/18/28 and 2,550 of which will vest on 02/18/29.

2. These units were payable in cash or the company's common stock upon the lapse of the restrictions on the transaction date shown.

3. Release of restricted stock units.

Remarks:

	L. Mallardi on behalf of R. Thomas	02/19/2026
	** 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.

FAQ

What did IBM Senior Vice President Thomas Robert David report on this Form 4 for IBM?

Thomas Robert David reported vesting and conversion of restricted stock units into IBM common shares, plus a tax-related share disposition. These transactions reflect routine equity compensation events rather than open-market purchases or sales of IBM stock.

How many IBM restricted stock units vested for Thomas Robert David?

A total of 2,549 restricted stock units vested for Thomas Robert David and were converted into 2,549 IBM common shares. These units came from a prior grant of 10,197 RSUs awarded on February 18, 2025, which vest in four annual installments.

Were any IBM shares sold on the open market in this Form 4 filing?

No open-market sale was reported. The only share disposition involved 1,290 IBM common shares used to cover taxes at $258.68 per share. This tax-withholding transaction is coded “F” and is tied to the restricted stock unit vesting.

How many IBM common shares does Thomas Robert David own after these transactions?

After the reported transactions, Thomas Robert David directly owns 68,638.979 IBM common shares. He also holds 7,648 restricted stock units, which represent additional potential share-based compensation that remains subject to vesting conditions over future dates.

What is the background of the IBM RSU grant mentioned in the Form 4?

On February 18, 2025, Thomas Robert David was granted 10,197 IBM restricted stock units. Of this grant, 2,549 vested on February 18, 2026, with additional tranches of 2,549 vesting in 2027 and 2028 and 2,550 vesting in 2029.

How are Thomas Robert David’s IBM restricted stock units settled when they vest?

His IBM restricted stock units are payable in either cash or IBM common stock when restrictions lapse. In this Form 4, 2,549 RSUs vested and were settled in IBM common shares on the transaction date, increasing his direct share ownership before tax-withholding.