IBM (IBM) director reports 309 Promised Fee Shares and 15,613 derivatives

Rhea-AI Filing Summary

International Business Machines Corp. director reports deferred fee award

A director of International Business Machines Corp. reported a Form 4 transaction relating to deferred board fees. On 12/31/2025, the director acquired 309 "Promised Fee Shares" under the IBM Board of Directors Deferred Compensation and Equity Award Plan, which are classified as derivative securities with a conversion price of $0.00 per unit. These Promised Fee Shares correspond to 309 shares of IBM common stock, with a reference price of $296.21 per share, and become exercisable on 12/31/2025. Following this award, the director beneficially owns 15,613 derivative securities on a direct basis. The plan provides that Promised Fee Shares and related distributions are generally paid out after retirement in IBM common stock or cash.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MCNABB FREDERICK WILLIAM III

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Promised Fee Share	309	$296.21	$92K

Holdings After Transaction: Promised Fee Share — 15,613 shares (Direct)

Footnotes (1)

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.

Form 4 Insider Transactions: What Each Field Means →

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^*

MCNABB FREDERICK WILLIAM III

(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)		309		(3)	(3)	Common Stock	309	$296.21	15,613	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. W. McNabb III	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 (IBM) report in this Form 4?

The filing reports that an IBM director acquired 309 Promised Fee Shares on 12/31/2025 under the IBM Board of Directors Deferred Compensation and Equity Award Plan.

What are Promised Fee Shares in the IBM Board of Directors plan?

Promised Fee Shares represent deferred board fees that are credited under the IBM Board of Directors Deferred Compensation and Equity Award Plan and are paid out after retirement in IBM common stock or cash.

How many IBM shares underlie the derivative securities reported in this Form 4?

The derivative security reported consists of 309 Promised Fee Shares, each corresponding to one share of IBM common stock, for a total of 309 underlying shares.

What prices are associated with the IBM Promised Fee Shares transaction?

The Promised Fee Shares have a conversion or exercise price of $0.00, and the filing shows a reference price of $296.21 per underlying share of IBM common stock.

When do the reported IBM Promised Fee Shares become exercisable and how are they paid?

The Promised Fee Shares become exercisable on 12/31/2025, and their distribution is deferred until the director's retirement, when they are paid in IBM common stock or cash.

How many derivative securities does the IBM director own after this transaction?

After the reported transaction, the director beneficially owns 15,613 derivative securities related to IBM on a direct basis.