IBM director granted 403 deferred fee shares

WADDELL FREDERICK H reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

WADDELL FREDERICK H reported acquisition or exercise transactions in this Form 4 filing.

INTERNATIONAL BUSINESS MACHINES CORP director Frederick H. Waddell received a grant of 403 Promised Fee Shares on IBM common stock as compensation under the IBM Board of Directors Deferred Compensation and Equity Award Plan. These Promised Fee Shares represent deferred fees that will be paid out after retirement in IBM common stock or cash.

Following this award, Waddell directly holds 23,571 Promised Fee Shares. Distribution of these deferred compensation shares is deferred until retirement, aligning his compensation with IBM’s long-term performance rather than reflecting any open-market share purchase or sale.

Insider Trade Summary

Grant/Award: 403 shares

Grant/Award 1 txn

Insider WADDELL FREDERICK H

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Promised Fee Share	403	$242.39	$98K

Holdings After Transaction: Promised Fee Share — 23,571 contracts (Direct)

Footnotes (3)

1. F1. 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. F2. Deferral of fees into Promised Fee Shares under the terms of the IBM Board of Directors Deferred Compensation and Equity Award Plan.
3. F3. 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: 403 shares Grant value per share: $242.39 per share Total Promised Fee Shares after grant: 23,571 shares

3 metrics

Promised Fee Shares granted 403 shares Grant of Promised Fee Shares on IBM common stock

Grant value per share $242.39 per share Value used to credit Promised Fee Shares for deferred fees

Total Promised Fee Shares after grant 23,571 shares Direct holdings following the reported transaction

Key Terms

Promised Fee Share, IBM Board of Directors Deferred Compensation and Equity Award Plan, Common Stock

3 terms

Promised Fee Share 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"

Common Stock financial

"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"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did IBM director Frederick H. Waddell report on this Form 4 for IBM?

Frederick H. Waddell reported receiving 403 Promised Fee Shares tied to IBM common stock. These represent deferred director fees credited under IBM’s Board of Directors Deferred Compensation and Equity Award Plan rather than an open-market stock purchase or sale.

How many IBM Promised Fee Shares did Frederick H. Waddell hold after this Form 4 transaction?

After the transaction, Frederick H. Waddell directly held 23,571 Promised Fee Shares linked to IBM common stock. This total reflects his accumulated deferred compensation under the IBM Board of Directors Deferred Compensation and Equity Award Plan as reported in the filing.

Was the IBM Form 4 transaction for Frederick H. Waddell a stock purchase or a compensation grant?

The IBM Form 4 shows a compensation grant, not a market purchase. Waddell received 403 Promised Fee Shares as a grant or award of deferred fees under the IBM Board of Directors Deferred Compensation and Equity Award Plan, classified as an acquisition transaction.

When will Frederick H. Waddell’s IBM Promised Fee Shares be paid out according to the Form 4 footnotes?

The Promised Fee Shares are scheduled to be paid out after retirement. Under IBM’s Board of Directors Deferred Compensation and Equity Award Plan, these deferred fee shares are distributed in IBM common stock or cash, with distribution deferred until Waddell retires from the board.

What is the stated value per IBM Promised Fee Share in Frederick H. Waddell’s Form 4 award?

Each Promised Fee Share in this award is valued at $242.39 according to the filing. This price is used to determine the number of Promised Fee Shares credited for Waddell’s deferred fees under IBM’s Board of Directors Deferred Compensation and Equity Award Plan.

How does IBM’s Board Deferred Compensation and Equity Award Plan affect director fees like those for Frederick H. Waddell?

Under IBM’s Board Deferred Compensation and Equity Award Plan, directors can defer fees into Promised Fee Shares. These are bookkeeping entries tied to IBM common stock, with payout deferred until retirement in either IBM shares or cash, aligning director compensation with long-term company performance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/01/2026 - 05:02 PM Learn about SEC filing dates

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^*

WADDELL FREDERICK H

(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)
03/31/2026

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)
			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)	03/31/2026		A(2)		403		(3)	(3)	Common Stock	403	$242.39	23,571	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 F. Waddell	04/01/2026
	** 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)