[Form 4] INTERNATIONAL BUSINESS MACHINES CORP Insider Trading Activity

Rhea-AI Filing Summary

Martha E. Pollack, an IBM director, reported an acquisition of 209 "Promised Fee Shares" under the IBM Board of Directors Deferred Compensation and Equity Award Plan executed on 09/30/2025. These deferred shares were recorded at a notional price of $282.16 each and are payable in common stock or cash after retirement. After this transaction, the reporting person beneficially owned 16,538 shares of IBM common stock in a direct ownership form. The filing notes the shares represent deferred director fees and that distributions are deferred until retirement.

Positive

• Director alignment: Fees deferred into promised shares tie director compensation to long-term shareholder value.
• Transparency: The Form 4 clearly discloses the nature of the deferred compensation and resulting beneficial ownership.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director deferred compensation converted to 209 promised shares, modestly increasing direct holdings to 16,538 shares.

The transaction is a routine director compensation deferral rather than an open-market trade. The 209 promised shares at a $282.16 notional price reflect fee deferral under IBM's board plan and will be distributed after retirement, which limits immediate liquidity impact and signals alignment with long-term shareholder interests. The change in direct beneficial ownership is small relative to institutional holdings, so material market impact is unlikely.

Corporate Governance Expert

TL;DR: Typical deferred-fee mechanics reported; aligns director compensation with long-term outcomes and retains retention features.

The Form 4 documents a standard use of the Board of Directors Deferred Compensation and Equity Award Plan: fees deferred into promised fee shares with distribution at retirement. This structure is common for boards seeking to align directors with shareholder outcomes and to defer tax and payout timing. There are no indications of accelerated vesting, option exercises, or other unusual governance actions in the filing.

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^*

Pollack Martha E

(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)		209		(3)	(3)	Common Stock	209	$282.16	16,538	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. E. Pollack	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 did IBM director Martha E. Pollack report on Form 4 (IBM)?

She reported acquisition of 209 Promised Fee Shares under IBM's director deferred compensation plan, increasing direct beneficial ownership to 16,538 shares.

What are "Promised Fee Shares" in the IBM Form 4?

They are deferred compensation units under the IBM Board of Directors Deferred Compensation and Equity Award Plan, payable in common stock or cash after retirement.

At what notional price were the Promised Fee Shares recorded in the IBM filing?

$282.16 per share is listed as the price associated with the 209 Promised Fee Shares in the Form 4.

How many IBM shares does Martha E. Pollack beneficially own after the reported transaction?

16,538 shares are reported as beneficially owned following the transaction.

Does the Form 4 indicate immediate sale or transfer of the deferred shares (IBM)?

No. The filing states distribution of Promised Fee Shares is deferred until retirement, indicating no immediate sale or transfer.