International Business Machines (IBM) director reports 309 deferred fee shares

Rhea-AI Filing Summary

International Business Machines Corp. director reports deferred fee share transaction. A member of IBM's board filed details of a derivative equity award dated 12/31/2025 involving "Promised Fee Shares" under the IBM Board of Directors Deferred Compensation and Equity Award Plan.

The filing shows 309 Promised Fee Shares acquired, each linked to IBM common stock, with an indicated value reference of $296.21 per share. Following this transaction, the director beneficially owns 3,271 derivative securities on a direct basis.

According to the plan terms, director fees can be deferred into Promised Fee Shares, which are paid out after retirement in IBM common stock or cash. Distribution of these deferred fee shares is delayed until the director retires, aligning the timing of compensation with board service tenure.

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^*

Brown Marianne Catherine

(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)
12/31/2025

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)	12/31/2025		A(2)		309		(3)	(3)	Common Stock	309	$296.21	3,271	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. Brown	01/02/2026
	** 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.

FAQ

What insider transaction did IBM (IBM) report in this Form 4 filing?

The filing reports that an IBM director acquired 309 Promised Fee Shares, a form of derivative security tied to IBM common stock, on 12/31/2025 under the IBM Board of Directors Deferred Compensation and Equity Award Plan.

What are Promised Fee Shares in the IBM (IBM) director compensation plan?

Promised Fee Shares represent deferred director fees under the IBM Board of Directors Deferred Compensation and Equity Award Plan. They are paid out after retirement in the companys common stock or cash, according to the plan description in the filing.

How many IBM derivative securities does the director own after this transaction?

After the reported transaction, the director beneficially owns 3,271 derivative securities related to IBM common stock, held in direct ownership form as disclosed in the table.

What was the reference price per IBM share in this Form 4 transaction?

The table lists a price of $296.21 per share for the IBM common stock underlying the Promised Fee Shares associated with this transaction.

When will the IBM (IBM) director receive the deferred Promised Fee Shares?

The explanation states that distribution of Promised Fee Shares under the plan is deferred until retirement, at which point they are paid out in IBM common stock or cash.

Is the IBM reporting person a director or a 10% owner in this Form 4?

The relationship section shows the reporting person is a Director of IBM, with that box checked, and the 10% Owner box not indicated as selected.