IBM (IBM) director Miebach awarded 325 Promised Fee Shares as deferred fees

Q: What did IBM director Michael Miebach report in this Form 4 transaction for IBM?

Michael Miebach reported receiving 325 Promised Fee Shares as a compensation award. The grant reflects deferred director fees under IBM’s Board of Directors Deferred Compensation and Equity Award Plan, and is not an open-market stock purchase or sale.

Q: How many IBM Promised Fee Shares does Michael Miebach hold after this Form 4?

After this award, Miebach beneficially holds 4,278 Promised Fee Shares . This total includes the new grant of 325 shares and represents his accumulated deferred director fees under IBM’s Board of Directors Deferred Compensation and Equity Award Plan.

Q: Is Miebach’s IBM Form 4 transaction an open-market buy or sell of shares?

The transaction is not an open-market buy or sell. It is coded as a grant or award acquisition of Promised Fee Shares, representing deferred director fees under IBM’s compensation plan, without any open-market trading activity on the transaction date.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Miebach Michael reported acquisition or exercise transactions in this Form 4 filing.

INTERNATIONAL BUSINESS MACHINES CORP director Michael Miebach received 325 Promised Fee Shares as a compensation award. These were granted on June 30, 2026 at a reference price of $281.21 per share under IBM’s Board of Directors Deferred Compensation and Equity Award Plan.

The Promised Fee Shares represent deferred board fees and will be paid out after retirement in IBM common stock or cash, according to plan terms. Following this grant, Miebach’s holdings in Promised Fee Shares increased to 4,278 shares, and the transaction reflects routine deferred compensation rather than an open-market purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Miebach Michael

Role null

Type	Security	Shares	Price	Value
Grant/Award	Promised Fee Share	325	$281.21	$91K

Holdings After Transaction: Promised Fee Share — 4,278 shares (Direct, null)

Footnotes (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. Deferral of fees into Promised Fee Shares under the terms of the IBM Board of Directors Deferred Compensation and Equity Award Plan. Distribution of Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan is deferred until retirement.

Key Figures

Promised Fee Shares granted: 325 shares Reference price per Promised Fee Share: $281.21 per share Promised Fee Shares after transaction: 4,278 shares +2 more

5 metrics

Promised Fee Shares granted 325 shares Grant/award acquisition on June 30, 2026

Reference price per Promised Fee Share $281.21 per share Used to value deferred fees for this award

Promised Fee Shares after transaction 4,278 shares Total Promised Fee Shares beneficially held after grant

Underlying security 325 shares Common Stock Underlying security for the Promised Fee Share award

Transaction code A (Grant, award, or other acquisition) Indicates compensation-related acquisition, not open-market trade

Key Terms

Promised Fee Shares, IBM Board of Directors Deferred Compensation and Equity Award Plan, Grant, award, or other acquisition, Common Stock

4 terms

Promised Fee Shares financial

"Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan are paid out after retirement"

IBM Board of Directors Deferred Compensation and Equity Award Plan financial

"Deferral of fees into Promised Fee Shares under the terms of the IBM Board of Directors Deferred Compensation and Equity Award Plan"

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

Common Stock financial

"underlying_security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:09 PM Accepted by SEC EDGAR 07/02/2026 - 04:09 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^*

Miebach Michael

(Last)

(First)

(Middle)

C/O SECRETARY'S OFFICE, IBM CORPORATION

ONE NEW ORCHARD ROAD

(Street)

ARMONK

NEW YORK

10504

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)

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)
Promised Fee Share	$0.00⁽¹⁾	06/30/2026		A⁽²⁾		325		⁽³⁾	⁽³⁾	Common Stock	325	$281.21	4,278	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	07/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did IBM director Michael Miebach report in this Form 4 transaction for IBM?

Michael Miebach reported receiving 325 Promised Fee Shares as a compensation award. The grant reflects deferred director fees under IBM’s Board of Directors Deferred Compensation and Equity Award Plan, and is not an open-market stock purchase or sale.

What are Promised Fee Shares in the IBM (IBM) director compensation plan?

Promised Fee Shares are deferred compensation units representing director fees under IBM’s plan. They are later paid out after retirement in IBM common stock or cash, providing directors with equity-linked compensation rather than immediate cash payments for their board service.

When will Michael Miebach’s IBM Promised Fee Shares be paid out?

According to the plan terms, Miebach’s Promised Fee Shares are paid out after retirement. At that time, distribution occurs in IBM common stock or cash, so the award functions as long-term, retirement-focused compensation rather than near-term equity ownership.

How many IBM Promised Fee Shares does Michael Miebach hold after this Form 4?

After this award, Miebach beneficially holds 4,278 Promised Fee Shares. This total includes the new grant of 325 shares and represents his accumulated deferred director fees under IBM’s Board of Directors Deferred Compensation and Equity Award Plan.

Is Miebach’s IBM Form 4 transaction an open-market buy or sell of shares?

The transaction is not an open-market buy or sell. It is coded as a grant or award acquisition of Promised Fee Shares, representing deferred director fees under IBM’s compensation plan, without any open-market trading activity on the transaction date.

What is the reference price for the 325 IBM Promised Fee Shares granted to Miebach?

The 325 Promised Fee Shares were granted at a reference price of $281.21 per share. This price is used to determine the number of Promised Fee Shares corresponding to the deferred fees, rather than indicating an executed market trade at that price.