[Form 4] INTERNATIONAL BUSINESS MACHINES CORP Insider Trading Activity

Rhea-AI Filing Summary

Michael Miebach, a director of International Business Machines Corp (IBM), reported on Form 4 that on 09/30/2025 he elected to defer director fees into Promised Fee Shares under IBM's Board of Directors Deferred Compensation and Equity Award Plan. The deferral converted fees into 324 shares at an indicated per-share price of $282.16. After the transaction, he beneficially owns 3,204 shares directly. The Promised Fee Shares are payable after retirement and the distribution is deferred until that time, per the plan terms; the filing does not state the dollar value of the deferred fee beyond the per-share price or the retirement date.

Positive

• Alignment with shareholders: Director elected to receive deferred compensation in company stock, promoting long-term alignment.
• Increased direct ownership: Director's beneficial ownership rose by 324 shares to 3,204 shares.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director deferred compensation into equity, increasing direct ownership modestly; standard governance practice with no immediate liquidity impact.

This Form 4 reports a routine election by a board director to defer cash fees into promised common stock payable at retirement. The transaction increases the director's direct ownership by 324 shares to 3,204 shares, aligning his compensation with shareholder interests and promoting long-term alignment. There is no exercise of options, sale, or change in control indicators. The filing provides the per-share price used ($282.16) but does not disclose the timing of payment beyond the plan's retirement trigger, which is typical for deferred-fee arrangements.

Securities Analyst

TL;DR: Materiality is low; transaction is an internal deferral of director fees into equity and is unlikely to affect IBM's valuation.

The deferral of fees into 324 Promised Fee Shares represents a modest ownership increase relative to a large-cap like IBM. This is a non-cash, non-marketable compensation deferral that becomes relevant only upon the director's retirement when shares or cash will be delivered. No derivative instruments, option exercises, or dispositions were reported. For investors, this is a governance signal rather than a financial catalyst; the filing lacks details on the total deferred dollar amount or retirement horizon, limiting further impact assessment.

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^*

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)
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)		324		(3)	(3)	Common Stock	324	$282.16	3,204	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	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 Michael Miebach report on Form 4 (IBM)?

He reported deferring director fees into 324 Promised Fee Shares on 09/30/2025, at a per-share price of $282.16, resulting in 3,204 shares beneficially owned.

Are the Promised Fee Shares immediately transferable for IBM (IBM)?

No. The filing states Promised Fee Shares are payable after retirement and the distribution is deferred until retirement under the plan.

Did Michael Miebach sell or exercise any securities in this Form 4 for IBM (IBM)?

No. The Form 4 reports an acquisition via deferral of Promised Fee Shares, not a sale or option exercise.

How many shares does Michael Miebach own after this reported transaction for IBM (IBM)?

He beneficially owns 3,204 shares following the reported deferral transaction.

What price was used for the Promised Fee Shares in the IBM Form 4?

The filing indicates a per-share price of $282.16 for the Promised Fee Shares.