IBM (IBM) CFO logs RSU conversions and tax-related stock disposals

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

IBM senior vice president and CFO James J. Kavanaugh reported multiple stock transactions tied to long-term equity awards. On 2026-02-21, several tranches of restricted stock units (3,380; 3,575; and 2,877 units) vested and were converted into IBM common stock at no exercise price. In related moves, he disposed of 1,694, 1,792 and 1,442 shares of common stock at $256.4200 per share to satisfy tax withholding obligations, leaving him with 175,391.9073 directly owned IBM shares after the last transaction.

Insider Trade Summary

9,832 shares exercised/converted

Mixed 9 txns

Insider KAVANAUGH JAMES J

Role Sr. VP and CFO

Type	Security	Shares	Price	Value
Exercise	Rst. Stock Unit	3,380	$0.00	--
Exercise	Rst. Stock Unit	3,575	$0.00	--
Exercise	Rst. Stock Unit	2,877	$0.00	--
Exercise	Common Stock	3,380	$0.00	--
Tax Withholding	Common Stock	1,694	$256.42	$434K
Exercise	Common Stock	3,575	$0.00	--
Tax Withholding	Common Stock	1,792	$256.42	$460K
Exercise	Common Stock	2,877	$0.00	--
Tax Withholding	Common Stock	1,442	$256.42	$370K

Holdings After Transaction: Rst. Stock Unit — 0 shares (Direct); Common Stock — 173,867.907 shares (Direct)

Footnotes (1)

On 2/21/22, the reporting person was granted 13,520 RSUs, 3,380 of which vested on 2/21/23, 3,380 of which vested on 2/21/24, 3,380 of which vested on 2/21/25 and 3,380 of which vested on 2/21/26. These units were payable in cash or the company's common stock upon the lapse of the restrictions on the transaction date shown. Release of restricted stock units. On 2/21/23, the reporting person was granted 14,299 RSUs, 3,574 of which vested on 2/21/24, 3,575 of which vested on 2/21/25, 3,575 of which vested on 2/21/26 and 3,575 of which will vest on 2/21/27. On 2/21/24, the reporting person was granted 11,508 RSUs, 2,877 of which vested on 2/21/25, 2,877 of which vested on 2/21/26, 2,877 of which will vest on 2/21/27, and 2,877 of which will vest on 2/21/28.

Form 4 Insider Transactions: What Each Field Means →

02/23/2026 - 09:06 PM

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^*

KAVANAUGH JAMES J

(Last)

(First)

(Middle)

IBM CORPORATION

ONE NEW ORCHARD ROAD

(Street)

ARMONK

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)
	Sr. VP and CFO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/21/2026		M		3,380	A	$0.00	173,867.9073	D
Common Stock	02/21/2026		F		1,694	D	$256.42	172,173.9073	D
Common Stock	02/21/2026		M		3,575	A	$0.00	175,748.9073	D
Common Stock	02/21/2026		F		1,792	D	$256.42	173,956.9073	D
Common Stock	02/21/2026		M		2,877	A	$0.00	176,833.9073	D
Common Stock	02/21/2026		F		1,442	D	$256.42	175,391.9073	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Rst. Stock Unit⁽¹⁾	$0.00⁽²⁾	02/21/2026		M⁽³⁾			3,380	⁽¹⁾	⁽¹⁾	Common Stock	3,380	$0.00	0.00	D
Rst. Stock Unit⁽⁴⁾	$0.00⁽²⁾	02/21/2026		M⁽³⁾			3,575	⁽⁴⁾	⁽⁴⁾	Common Stock	3,575	$0.00	3,575⁽⁴⁾	D
Rst. Stock Unit⁽⁵⁾	$0.00⁽²⁾	02/21/2026		M⁽³⁾			2,877	⁽⁵⁾	⁽⁵⁾	Common Stock	2,877	$0.00	5,754⁽⁵⁾	D

Explanation of Responses:

1. On 2/21/22, the reporting person was granted 13,520 RSUs, 3,380 of which vested on 2/21/23, 3,380 of which vested on 2/21/24, 3,380 of which vested on 2/21/25 and 3,380 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 14,299 RSUs, 3,574 of which vested on 2/21/24, 3,575 of which vested on 2/21/25, 3,575 of which vested on 2/21/26 and 3,575 of which will vest on 2/21/27.

5. On 2/21/24, the reporting person was granted 11,508 RSUs, 2,877 of which vested on 2/21/25, 2,877 of which vested on 2/21/26, 2,877 of which will vest on 2/21/27, and 2,877 of which will vest on 2/21/28.

Remarks:

	L. Mallardi on behalf of J. J. Kavanaugh	02/23/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did IBM (IBM) CFO James Kavanaugh report?

James Kavanaugh reported RSU vesting and related stock dispositions. Several restricted stock unit grants vested and were converted to IBM common shares, while a portion of those shares was withheld and disposed of to cover associated tax liabilities at a stated market price.

How many IBM shares did the CFO dispose of for tax withholding?

The CFO disposed of 1,694, 1,792 and 1,442 IBM common shares for tax withholding. These transactions were coded “F,” indicating payment of tax liabilities by delivering shares rather than open-market selling, and were executed at a price of $256.4200 per share.

What restricted stock unit grants for IBM’s CFO vested on February 21, 2026?

RSU grants from 2022, 2023 and 2024 partially vested on February 21, 2026. Vesting tranches included 3,380 units from a 2022 grant, 3,575 units from a 2023 grant, and 2,877 units from a 2024 grant, each converting into IBM common stock upon release.

How many IBM shares did James Kavanaugh directly own after these transactions?

After the reported transactions, James Kavanaugh directly owned 175,391.9073 IBM common shares. This figure reflects RSU conversions into common stock and the disposal of certain shares used to satisfy tax withholding obligations associated with the vesting equity awards.

Were IBM CFO James Kavanaugh’s transactions open-market buys or sells?

The transactions were RSU conversions and tax-withholding dispositions, not open-market trades. Code “M” entries reflect exercises or conversions of derivative securities, while code “F” entries show shares delivered to pay tax liabilities at the specified share price.