IBM (IBM) VP and Controller reports RSU vesting and tax share disposition

Rhea-AI Filing Summary

INTERNATIONAL BUSINESS MACHINES CORP VP and Controller Nicolas A. Fehring reported equity compensation activity involving restricted stock units and common shares. On 02/18/26, 696 restricted stock units granted on 02/18/25 vested and were released, convertible into cash or IBM common stock.

The same day, 696 shares of IBM common stock were acquired through the exercise or conversion of these derivative securities, bringing his directly held common stock to 16,556.124 shares before tax withholding. To cover tax obligations, 353 common shares were disposed of at a price of $258.68 per share, leaving 16,203.124 shares directly owned after the withholding transaction.

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

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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^*

Fehring Nicolas A.

(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)
	VP, Controller

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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	02/18/2026		M		696	A	$0.00	16,556.124	D
Common Stock	02/18/2026		F		353	D	$258.68	16,203.124	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
Rst. Stock Unit(1)	$0.00(2)	02/18/2026		M(3)			696	(1)	(1)	Common Stock	696	$0.00	2,091(1)	D

Explanation of Responses:

1. On 2/18/25, the reporting person was granted 2,787 RSUs, 696 of which vested on 02/18/26, 697 of which will vest on 02/18/27, 697 of which will vest on 02/18/28 and 697 of which will vest on 02/18/29.

2. These units were payable in cash or the company's common stock upon the lapse of the restrictions on the transaction date shown.

3. Release of restricted stock units.

Remarks:

	L. Mallardi on behalf of N. A. Fehring	02/19/2026
	** 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).
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FAQ

What insider transactions did IBM VP Nicolas Fehring report on this Form 4 for IBM?

Nicolas Fehring reported the vesting of 696 restricted stock units granted on 02/18/25 and the related acquisition of 696 IBM common shares. He also reported the disposition of 353 common shares to satisfy tax withholding obligations tied to this equity compensation event.

Did IBM executive Nicolas Fehring buy or sell IBM stock in the open market?

The filing shows no open-market purchases or sales. Shares were acquired through the exercise or conversion of restricted stock units and 353 shares were disposed of specifically to pay tax liabilities, using shares instead of cash, rather than through a discretionary market trade.

How many IBM shares does Nicolas Fehring own after these transactions?

After the reported transactions on 02/18/26, Nicolas Fehring directly owns 16,203.124 shares of IBM common stock. This reflects the acquisition of 696 shares from restricted stock units and the tax-withholding disposition of 353 shares used to cover associated tax obligations.

What restricted stock unit grant is referenced in Nicolas Fehring’s IBM Form 4 filing?

The filing references a grant of 2,787 restricted stock units made on 02/18/25. Of this grant, 696 units vested on 02/18/26, and additional tranches of 697 units are scheduled to vest on 02/18/27, 02/18/28, and 02/18/29 under the award terms.

How were Nicolas Fehring’s IBM restricted stock units settled when they vested?

The restricted stock units were payable in cash or IBM common stock upon vesting. On 02/18/26, 696 vested units were released as part of this grant, and the filing shows an associated acquisition of 696 IBM common shares through exercise or conversion of these derivative securities.

What does the tax-withholding disposition code F mean in this IBM Form 4?

Transaction code F indicates shares were used to pay the exercise price or tax liability. In this case, 353 IBM common shares were surrendered at $258.68 per share to satisfy tax withholding tied to the vesting and release of the executive’s restricted stock units.