IBM (NYSE: IBM) director receives 325 deferred Promised Fee Shares as board compensation

Rhea-AI Filing Summary

Brown Marianne Catherine reported acquisition or exercise transactions in this Form 4 filing.

INTERNATIONAL BUSINESS MACHINES CORP director Marianne Catherine Brown received a grant of 325 Promised Fee Shares on June 30, 2026 as part of her board compensation. These Promised Fee Shares represent deferred director fees and are tied to IBM common stock.

Following this grant, she is credited with 4,016 Promised Fee Shares. Under the IBM Board of Directors Deferred Compensation and Equity Award Plan, these awards are paid out after retirement, either in the company’s common stock or in cash, with distribution deferred until retirement.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Brown Marianne Catherine

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Promised Fee Share	325	$281.21	$91K

Holdings After Transaction: Promised Fee Share — 4,016 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.

Key Figures

Promised Fee Shares granted: 325 shares Price reference per share: $281.21 per share Total Promised Fee Shares after grant: 4,016 shares +1 more

4 metrics

Promised Fee Shares granted 325 shares Grant under IBM Board of Directors Deferred Compensation and Equity Award Plan on June 30, 2026

Price reference per share $281.21 per share Transaction price per Promised Fee Share for this grant

Total Promised Fee Shares after grant 4,016 shares Holdings following the June 30, 2026 award

Conversion or exercise price $0.00 Conversion price for Promised Fee Shares into IBM common stock

Key Terms

Promised Fee Shares, Deferred Compensation and Equity Award Plan, distribution of Promised Fee Shares

3 terms

Promised Fee Shares financial

"Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan are paid out after retirement"

Deferred Compensation and Equity Award Plan financial

"under the IBM Board of Directors Deferred Compensation and Equity Award Plan is deferred until retirement"

distribution of Promised Fee Shares financial

"Distribution of Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan is deferred until retirement"

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Available on EDGAR 07/02/2026 - 04:03 PM Accepted by SEC EDGAR 07/02/2026 - 04:03 PM Learn about SEC filing dates

FAQ

What insider transaction did IBM director Marianne Catherine Brown report on this Form 4?

IBM director Marianne Catherine Brown reported receiving 325 Promised Fee Shares as a compensation-related grant. These awards are linked to IBM common stock and are part of her deferred board fees, not an open‑market purchase or sale of shares.

How many Promised Fee Shares does Marianne Catherine Brown hold after this IBM Form 4 transaction?

After the reported grant, Marianne Catherine Brown is credited with 4,016 Promised Fee Shares. This total reflects her accumulated deferred board fees under IBM’s Board of Directors Deferred Compensation and Equity Award Plan, to be settled after retirement.

What are IBM Promised Fee Shares reported in Marianne Catherine Brown’s Form 4?

Promised Fee Shares are deferred compensation units credited to IBM directors instead of immediate cash fees. They track IBM common stock and are paid out in stock or cash after retirement under the Board of Directors Deferred Compensation and Equity Award Plan.

When will Marianne Catherine Brown’s IBM Promised Fee Shares be paid out?

The Promised Fee Shares will be distributed after Marianne Catherine Brown’s retirement from the IBM board. Under the plan, payment is deferred until retirement and may be settled in IBM common stock or cash, according to the plan’s terms.

Does this IBM Form 4 show Marianne Catherine Brown buying or selling stock in the market?

The Form 4 does not show a market trade; it records a compensation-related grant. Marianne Catherine Brown acquired 325 Promised Fee Shares as deferred board fees, with payout after retirement, rather than buying or selling IBM shares on an exchange.

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^*

Brown Marianne Catherine

(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)
06/30/2026

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)	06/30/2026		A(2)		325		(3)	(3)	Common Stock	325	$281.21	4,016	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 M. Brown	07/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)