IBM (IBM) director D.N. Farr defers fees into 199 Promised Fee Shares

Rhea-AI Filing Summary

International Business Machines Corporation director D.N. Farr reported a routine equity-related transaction under a deferred compensation arrangement. On 12/31/2025, Farr acquired 199 Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan, with each Promised Fee Share linked to one share of IBM common stock.

These Promised Fee Shares represent deferred board fees that will be paid out after retirement in IBM common stock or cash according to the plan terms. Following this transaction, Farr beneficially owned 22,600 derivative securities related to IBM on a direct basis. The filing characterizes this activity as a deferral and accumulation of board fees rather than an open-market purchase or sale.

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^*

FARR DAVID N

(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)
12/31/2025

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)	12/31/2025		A(2)		199		(3)	(3)	Common Stock	199	$296.21	22,600	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 D. N. Farr	01/02/2026
	** 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 transaction did IBM director D.N. Farr report on this Form 4?

IBM director D.N. Farr reported acquiring 199 Promised Fee Shares on 12/31/2025 under the IBM Board of Directors Deferred Compensation and Equity Award Plan. These represent deferred board fees tied to IBM common stock.

What are Promised Fee Shares in IBM's director compensation plan?

Promised Fee Shares are units under the IBM Board of Directors Deferred Compensation and Equity Award Plan. They reflect deferred director fees that are paid out after retirement in IBM common stock or cash, as described in the explanations to the filing.

How many IBM-related derivative securities does D.N. Farr own after this transaction?

After the reported transaction, D.N. Farr beneficially owned 22,600 derivative securities related to IBM, held in direct form, as shown in Table II of the filing.

Was this IBM Form 4 transaction an open-market stock trade?

No. The filing explains that the activity involved deferral of fees into Promised Fee Shares and that distributions are deferred until retirement. It is part of a board deferred compensation and equity award arrangement, not an open-market purchase or sale.

When will the Promised Fee Shares reported by IBM director D.N. Farr be distributed?

The explanations state that Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan are paid out after retirement, in IBM common stock or cash, with distribution of Promised Fee Shares deferred until retirement.

What is the relationship of the reporting person to IBM in this Form 4?

The reporting person is identified as a Director of International Business Machines Corporation, with the Form 4 marked as filed by one reporting person.