IBM (NYSE: IBM) vice chair nets shares from RSU vesting and tax withholding

Rhea-AI Filing Summary

INTERNATIONAL BUSINESS MACHINES CORP Vice Chairman Gary D. Cohn reported multiple equity award-related transactions dated 2/21/26. He acquired 2,725, 2,611 and 2,246 shares of common stock through exercises of restricted stock units granted in 2022, 2023 and 2024. To cover exercise price or tax liabilities, 1,444, 1,243 and 1,507 shares of common stock were disposed of at $256.42 per share via tax-withholding dispositions. After these transactions, he directly owns 108,420.186 shares of IBM common stock.

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

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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^*

COHN GARY D

(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)
	Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2026

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	02/21/2026		M		2,725	A	$0.00	109,927.186	D
Common Stock	02/21/2026		F		1,507	D	$256.42	108,420.186	D
Common Stock	02/21/2026		M		2,611	A	$0.00	111,031.186	D
Common Stock	02/21/2026		F		1,444	D	$256.42	109,587.186	D
Common Stock	02/21/2026		M		2,246	A	$0.00	111,833.186	D
Common Stock	02/21/2026		F		1,243	D	$256.42	110,590.186	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)	02/21/2026		M(3)			2,725	(1)	(1)	Common Stock	2,725	$0.00	0.00	D
Rst. Stock Unit(4)	$0.00(2)	02/21/2026		M(3)			2,611	(4)	(4)	Common Stock	2,611	$0.00	2,612(4)	D
Rst. Stock Unit(5)	$0.00(2)	02/21/2026		M(3)			2,246	(5)	(5)	Common Stock	2,246	$0.00	4,491(5)	D

Explanation of Responses:

1. On 2/21/22, the reporting person was granted 10,891 RSUs, 2,722 of which vested on 2/21/23, 2,722 of which vested on 2/21/24, 2,722 of which vested on 2/21/25 and 2,725 of which vested on 2/21/26.

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.

4. On 2/21/23, the reporting person was granted 10,446 RSUs, 2,611 of which vested on 2/21/24, 2,612 of which vested on 2/21/25, 2,611 of which vested on 2/21/26 and 2,612 of which will vest on 2/21/27.

5. On 2/21/24, the reporting person was granted 8,982 RSUs, 2,245 of which vested on 2/21/25, 2,246 of which vested on 2/21/26, 2,245 of which will vest on 2/21/27, and 2,246 of which will vest on 2/21/28.

Remarks:

	L. Mallardi on behalf of G. D. Cohn	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did IBM (IBM) Vice Chairman Gary D. Cohn report?

Gary D. Cohn reported exercises of restricted stock units into IBM common stock and related tax-withholding dispositions on 2/21/26. The transactions involved both acquiring shares at $0.00 exercise price and disposing of shares at $256.42 to satisfy exercise price or tax obligations.

How many IBM (IBM) shares did Gary D. Cohn acquire and dispose in this Form 4?

Gary D. Cohn acquired 2,725, 2,611 and 2,246 IBM common shares through derivative exercises, and disposed of 1,444, 1,243 and 1,507 shares via tax-withholding. These moves reflect equity award vesting mechanics rather than open-market purchases or sales of IBM stock.

What is Gary D. Cohns IBM (IBM) share ownership after these transactions?

Following the 2/21/26 equity award vesting and tax-withholding transactions, Gary D. Cohn directly owns 108,420.186 shares of IBM common stock. This figure is reported as the total shares of common stock beneficially owned after the last transaction in the Form 4.

Were Gary D. Cohn19s IBM (IBM) transactions open-market buys or sells?

The Form 4 classifies the transactions as exercises of derivative securities (code M) and tax-withholding dispositions (code F), not open-market buys or sells. Shares were acquired from vesting restricted stock units and some shares were delivered to cover exercise price or tax liabilities.

Which IBM (IBM) restricted stock unit grants vested in Gary D. Cohn19s Form 4?

Footnotes state RSU grants on 2/21/22, 2/21/23 and 2/21/24. Portions of these grants vested on 2/21/23, 2/21/24, 2/21/25 and 2/21/26, with additional portions scheduled to vest on 2/21/27 and 2/21/28, providing a schedule for future RSU vesting tranches.

How were IBM (IBM) restricted stock units payable to Gary D. Cohn settled?

The filing notes that the restricted stock units were payable in cash or IBM common stock upon lapse of restrictions on the transaction date. In this instance, the reported transactions show units converting into common stock with simultaneous share dispositions to cover associated tax or exercise obligations.