IBM (IBM) CFO James Kavanaugh gains stock from 2023–2025 award, withholds shares for taxes

Rhea-AI Filing Summary

International Business Machines Corp. (IBM) senior vice president and CFO James J. Kavanaugh reported equity compensation activity involving IBM common stock. On February 1, 2026, he acquired 48,474 shares at $0.00 per share, reflecting vested performance share units from the 2023–2025 performance period, which were settled in company stock.

On the same date, 23,816 shares were disposed of at $303.755 per share in a transaction coded "F," which typically indicates shares withheld to cover taxes. After these transactions, Kavanaugh directly owned 169,124.1789 IBM shares. This activity reflects routine executive compensation 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^*

KAVANAUGH JAMES J

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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	02/01/2026		A(1)		48,474	A	$0.00	192,940.1789	D
Common Stock	02/01/2026		F		23,816	D	$303.755	169,124.1789	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

Explanation of Responses:

1. These shares result from performance share units which vested at the end of the performance period (2023-2025) and were payable in cash or the company's common stock on the transaction date shown.

Remarks:

	L. Mallardi on behalf of J. J. Kavanaugh	02/02/2026
	** 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 transactions did IBM (IBM) CFO James Kavanaugh report on February 1, 2026?

IBM CFO James Kavanaugh reported equity compensation-related transactions on February 1, 2026. He received 48,474 IBM common shares at $0.00 from vested performance share units and had 23,816 shares disposed of at $303.755, likely for tax withholding, leaving 169,124.1789 shares owned directly.

Were IBM (IBM) shares acquired by the CFO through open-market purchases?

No, the reported IBM shares were not open-market purchases. The 48,474 shares came from performance share units that vested for the 2023–2025 period and were settled in stock, a standard form of equity compensation for executives rather than discretionary market buying.

How many IBM (IBM) shares does CFO James Kavanaugh own after these Form 4 transactions?

After the reported transactions, IBM CFO James Kavanaugh directly owns 169,124.1789 shares of IBM common stock. This balance reflects the 48,474-share performance award vesting and the 23,816 shares disposed of in the tax-related transaction coded "F" on February 1, 2026.

What does the acquisition of 48,474 IBM (IBM) shares at $0.00 indicate?

The 48,474 IBM shares acquired at $0.00 indicate settlement of vested performance share units. These units covered IBM’s 2023–2025 performance period and were payable in cash or common stock, with the company choosing to deliver shares rather than cash on the transaction date.

Why were 23,816 IBM (IBM) shares disposed of at $303.755 in the CFO’s filing?

The 23,816 IBM shares disposed of at $303.755 are coded "F," which typically represents shares withheld to satisfy tax obligations. This means a portion of the vested performance shares was effectively sold or withheld to cover required taxes on the equity compensation.

Does this IBM (IBM) Form 4 suggest the CFO is selling shares for portfolio reasons?

The filing mainly reflects compensation mechanics rather than discretionary selling. Shares were acquired via vested performance share units and a portion, 23,816 shares, was disposed of under code "F," which usually signifies tax withholding instead of a voluntary market sale decision.