F. W. McNabb III Adds 324 Promised Fee Shares to Hold 15,223 IBM Shares

Rhea-AI Filing Summary

Insider transaction reported by director F. W. McNabb III at IBM (IBM). The Form 4 shows a transaction dated 09/30/2025 in which 324 Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan were acquired at an indicated share price of $282.16 and recorded as Common Stock. Following this reported transaction, the reporting person beneficially owned 15,223 shares directly. The filing explains these are Promised Fee Shares arising from deferral of director fees, with distribution deferred until the director's retirement and paid in either common stock or cash.

Positive

• Acquisition of 324 Promised Fee Shares recorded, reflecting conversion of deferred director fees into equity
• Increased direct beneficial ownership to 15,223 shares, as stated in the filing

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director fee deferral converted to 324 shares; increases direct ownership to 15,223 shares.

This Form 4 documents a non-derivative acquisition stemming from the IBM Board of Directors Deferred Compensation and Equity Award Plan. The transaction reflects deferral of director fees into Promised Fee Shares, recorded at a $282.16 per-share reference. For investors, this is a routine compensation-related issuance rather than an open-market purchase or sale, and it modestly increases the director's direct stockholdings.

Corporate Governance Expert

TL;DR: Governance-standard disclosure of deferred compensation conversion; no immediate governance red flags.

The disclosure clarifies that Promised Fee Shares are part of IBM's director deferred compensation framework and are payable at retirement in stock or cash. The filing includes the nature of indirect beneficial ownership and confirms standard deferral and distribution terms. This is a compliance-focused Form 4 filing documenting compensation settlement, not an operational or control change.

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).

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)
09/30/2025

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)	09/30/2025		A(2)		324		(3)	(3)	Common Stock	324	$282.16	15,223	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	10/01/2025
	** 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 transaction did IBM director F. W. McNabb III report on Form 4?

The Form 4 reports acquisition of 324 Promised Fee Shares dated 09/30/2025 under IBM's director deferred compensation plan.

How many IBM shares does F. W. McNabb III beneficially own after the transaction?

The filing states 15,223 shares are beneficially owned following the reported transaction.

What is a Promised Fee Share according to the filing?

The filing explains Promised Fee Shares are paid after retirement under the IBM Board of Directors Deferred Compensation and Equity Award Plan and may be paid in common stock or cash.

What price is shown for the reported Promised Fee Shares?

The transaction lists a reference price of $282.16 per share in the Form 4.

When will the Promised Fee Shares be distributed?

The filing states distribution of Promised Fee Shares is deferred until retirement under the plan terms.