IBM (IBM) CEO Arvind Krishna gains shares, withholds stock for taxes

Rhea-AI Filing Summary

INTERNATIONAL BUSINESS MACHINES CORP Chairman, President & CEO Arvind Krishna reported the vesting of restricted stock units and related share movements. On 02/18/26, 5,664 restricted stock units were released and converted into 5,664 shares of IBM common stock at a stated price of $0.00 per share.

To cover tax obligations tied to this vesting, 2,839 shares of common stock were disposed of at $258.68 per share through a tax-withholding transaction, rather than an open-market sale. After these transactions, Krishna directly owned 363,461.283 shares of IBM common stock and 16,995 restricted stock units, aligning his compensation with IBM’s long-term performance.

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^*

KRISHNA ARVIND

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO

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		5,664	A	$0.00	366,300.283	D
Common Stock	02/18/2026		F		2,839	D	$258.68	363,461.283	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)			5,664	(1)	(1)	Common Stock	5,664	$0.00	16,995(1)	D

Explanation of Responses:

1. On 2/18/25, the reporting person was granted 22,659 RSUs, 5,664 of which vested on 02/18/26, 5,665 of which will vest on 02/18/27, 5,665 of which will vest on 02/18/28 and 5,665 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 A. Krishna	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 insider transactions did IBM CEO Arvind Krishna report on this Form 4?

Arvind Krishna reported restricted stock units vesting into 5,664 IBM common shares and a related tax-withholding disposition of 2,839 shares at $258.68 per share. These actions reflect equity-based compensation, not an open-market stock purchase or sale.

How many IBM shares did Arvind Krishna receive from restricted stock unit vesting?

He received 5,664 IBM common shares when restricted stock units vested on February 18, 2026. These RSUs were part of a 22,659-unit grant from February 18, 2025, scheduled to vest in four annual installments through February 18, 2029.

Did IBM CEO Arvind Krishna sell shares in the open market in this Form 4?

The filing shows a tax-withholding disposition of 2,839 IBM shares at $258.68, not an open-market sale. Shares were delivered to satisfy tax obligations arising from the restricted stock unit vesting on February 18, 2026.

How many IBM shares does Arvind Krishna own after these transactions?

Following the reported transactions, Arvind Krishna directly owns 363,461.283 IBM common shares. He also holds 16,995 restricted stock units, which represent additional potential share-based compensation scheduled to vest in future years if conditions are met.

What is the vesting schedule of Arvind Krishna’s IBM restricted stock units mentioned here?

The Form 4 notes a grant of 22,659 RSUs on February 18, 2025, with 5,664 units vesting on February 18, 2026 and three further tranches of 5,665 units each vesting on February 18 of 2027, 2028, and 2029.

Are Arvind Krishna’s IBM Form 4 transactions classified as buys or sells?

They are classified as derivative exercises and a tax-withholding disposition, not traditional buys or sells. Two transactions converted restricted stock units into common stock, and one delivered shares to cover tax liabilities tied to that vesting event.