IBM (IBM) CFO James Kavanaugh logs RSU vesting and tax share disposal

Rhea-AI Filing Summary

IBM senior vice president and CFO James J. Kavanaugh reported the vesting of restricted stock units and related share movements. On the vesting date, 2,719 restricted stock units were released and converted into 2,719 shares of IBM common stock at no exercise price, from a 10,877‑unit grant awarded on 02/18/25. To satisfy tax obligations, 1,363 shares of common stock were disposed of at $258.68 per share. After these transactions, he directly holds 170,487.9073 shares of IBM common stock and 8,158 restricted stock units.

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

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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^*

KAVANAUGH JAMES J

(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)
	Sr. VP and CFO

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		2,719	A	$0.00	171,850.9073	D
Common Stock	02/18/2026		F		1,363	D	$258.68	170,487.9073	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)			2,719	(1)	(1)	Common Stock	2,719	$0.00	8,158(1)	D

Explanation of Responses:

1. On 2/18/25, the reporting person was granted 10,877 RSUs, 2,719 of which vested on 02/18/26, 2,719 of which will vest on 02/18/27, 2,719 of which will vest on 02/18/28 and 2,720 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 J. J. Kavanaugh	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).
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 CFO James Kavanaugh report on this Form 4?

James Kavanaugh reported vesting of restricted stock units and related share movements. 2,719 RSUs vested and converted into common stock, and 1,363 shares were disposed of to cover tax liabilities, reflecting routine equity compensation activity.

How many IBM RSUs vested for James Kavanaugh in this filing for IBM?

2,719 IBM restricted stock units vested for James Kavanaugh. These units are part of a 10,877‑unit grant awarded on 02/18/25, with additional tranches scheduled to vest in 2027, 2028, and 2029 under the original award terms.

How many IBM shares does James Kavanaugh hold after the reported Form 4 transactions?

After the transactions, James Kavanaugh directly holds 170,487.9073 IBM common shares. He also holds 8,158 restricted stock units, which are scheduled to vest in future years according to the original award schedule described in the footnotes.

Were IBM shares sold on the market in James Kavanaugh’s Form 4 filing?

The filing shows 1,363 IBM shares disposed of to cover tax liabilities. The transaction used code F, indicating payment of taxes by delivering shares, rather than an open‑market sale initiated for investment or portfolio reasons.

What is the structure of James Kavanaugh’s IBM RSU grant referenced in this Form 4?

The RSU grant totals 10,877 units awarded on 02/18/25. Of these, 2,719 vested on 02/18/26, 2,719 are scheduled to vest on 02/18/27, 2,719 on 02/18/28, and 2,720 on 02/18/29, subject to continued service conditions.