IBM (IBM) director reports 309 deferred Promised Fee Shares in Form 4 filing

Rhea-AI Filing Summary

International Business Machines Corporation director activity on 12/31/2025 involved a routine board compensation deferral rather than an open-market trade. The director acquired 309 Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan, which are derivative securities tied to IBM common stock.

Each Promised Fee Share represents the right to receive an equivalent number of IBM common shares or cash, with payout deferred until the director retires. After this transaction, the director beneficially owned 3,529 Promised Fee Shares on a direct basis. The transaction reflects fees being converted into deferred equity-based compensation according to the plan’s terms.

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^*

Miebach Michael

(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	3,529	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. Miebach	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 for 12/31/2025?

IBM reported that a director acquired 309 Promised Fee Shares on 12/31/2025 under the IBM Board of Directors Deferred Compensation and Equity Award Plan. These represent deferred compensation rather than a market purchase.

What are Promised Fee Shares in IBM (IBM) Form 4 filing?

Promised Fee Shares are derivative securities under IBM's Board of Directors Deferred Compensation and Equity Award Plan. They reflect deferred board fees, which are later paid out after retirement in IBM common stock or cash.

How many IBM Promised Fee Shares does the director own after this transaction?

Following the reported transaction, the director beneficially owned 3,529 Promised Fee Shares, held directly, according to the filing.

Did the IBM (IBM) director buy common stock on the open market?

No. The filing shows an acquisition of Promised Fee Shares as part of fee deferral under IBM’s Board of Directors Deferred Compensation and Equity Award Plan, not an open-market purchase of common stock.

When will the IBM Promised Fee Shares reported on this Form 4 be paid out?

The explanation states that Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan are paid out after retirement in IBM common stock or cash, and distribution is deferred until retirement.

What price is associated with the IBM Promised Fee Shares in this transaction?

The Form 4 indicates a $0.00 conversion or exercise price for the Promised Fee Shares and lists an underlying IBM common stock price of $296.21 in the table.