IBM CEO reports RSU vesting, tax share withholdings

INTERNATIONAL BUSINESS MACHINES CORP Chairman, President & CEO Arvind Krishna reported vesting of several restricted stock unit (RSU) grants that converted into IBM common stock on February 21, 2026.

Rhea-AI Filing Summary

INTERNATIONAL BUSINESS MACHINES CORP Chairman, President & CEO Arvind Krishna reported vesting of several restricted stock unit (RSU) grants that converted into IBM common stock on February 21, 2026. RSU tranches of 5,166, 6,123 and 5,614 units were released and settled in common shares.

Related non-open-market dispositions also occurred when shares were withheld to cover tax obligations. Common stock amounts of 2,587, 3,069 and 2,814 shares were delivered at a price of $256.42 per share for tax-withholding purposes. After these transactions, Krishna directly held about 371,894 IBM common shares.

Insider Trade Summary

16,903 shares exercised/converted

Exercise 9 txns

Insider KRISHNA ARVIND

Role Chairman, President & CEO

Type	Security	Shares	Price	Value
Exercise	Rst. Stock Unit	5,166	$0.00	$0.00
Exercise	Rst. Stock Unit	6,123	$0.00	$0.00
Exercise	Rst. Stock Unit	5,614	$0.00	$0.00
Exercise	Common Stock	5,166	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	2,587	$256.42	$663K
Exercise	Common Stock	6,123	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	3,069	$256.42	$787K
Exercise	Common Stock	5,614	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	2,814	$256.42	$722K

Holdings After Transaction: Rst. Stock Unit — 17,350 contracts (Direct); Common Stock — 371,894.283 shares (Direct)

Footnotes (5)

1. F1. On 2/21/22, the reporting person was granted 20,655 RSUs, 5,163 of which vested on 2/21/23, 5,163 of which vested on 2/21/24, 5,163 of which vested on 2/21/25 and 5,166 of which vested on 2/21/26.
2. F2. These units were payable in cash or the company's common stock upon the lapse of the restrictions on the transaction date shown.
3. F3. Release of restricted stock units.
4. F4. On 2/21/23, the reporting person was granted 24,492 RSUs, 6,123 of which vested on 2/21/24, 6,123 of which vested on 2/21/25, 6,123 of which vested on 2/21/26 and 6,123 of which will vest on 2/21/27.
5. F5. On 2/21/24, the reporting person was granted 22,454 RSUs, 5,613 of which vested on 2/21/25, 5,614 of which vested on 2/21/26, 5,613 of which will vest on 2/21/27, and 5,614 of which will vest on 2/21/28

FAQ

What did IBM (IBM) CEO Arvind Krishna report in this Form 4?

Arvind Krishna reported RSU vesting that converted into IBM common stock, plus related share dispositions for tax withholding. Several RSU tranches vested on February 21, 2026 and were settled in shares rather than cash, increasing his direct IBM share holdings.

Did the IBM (IBM) CEO buy or sell shares on the open market?

The filing shows no open-market buys or sales. Shares were acquired through RSU vesting (code M) and disposed of under code F, which reflects shares withheld or delivered solely to pay exercise price or tax liabilities, not discretionary market transactions.

How many IBM RSUs vested for Arvind Krishna in this Form 4?

Multiple RSU tranches vested: units of 5,166, 6,123 and 5,614 were released on February 21, 2026. These restricted stock units were granted in prior years and became payable in cash or IBM common stock upon lapse of the applicable restrictions.

What tax-withholding share dispositions did IBM (IBM) disclose for its CEO?

The Form 4 reports tax-withholding dispositions of 2,587, 3,069 and 2,814 IBM common shares. These were coded F, meaning they were used to satisfy tax liabilities at a transaction price of $256.42 per share, rather than representing open-market share sales.

What is Arvind Krishna’s IBM share ownership after these transactions?

Following the reported RSU exercises and tax-withholding dispositions, Arvind Krishna directly owned approximately 371,894 IBM common shares. This post-transaction balance reflects the net effect of RSU conversions into stock and the shares delivered to cover associated tax obligations.

What prior RSU grants to IBM (IBM) CEO are referenced in the footnotes?

Footnotes describe RSU grants made on February 21, 2022, 2023 and 2024, each vesting in annual installments. Portions vested on February 21, 2026, while remaining units are scheduled to vest in future years, subject to the terms and restrictions of each grant.

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Accepted by SEC EDGAR 02/23/2026 - 09:05 PM Learn about SEC filing dates

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^*

KRISHNA ARVIND

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2026

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	02/21/2026		M		5,166	A	$0.00	368,627.283	D
Common Stock	02/21/2026		F		2,587	D	$256.42	366,040.283	D
Common Stock	02/21/2026		M		6,123	A	$0.00	372,163.283	D
Common Stock	02/21/2026		F		3,069	D	$256.42	369,094.283	D
Common Stock	02/21/2026		M		5,614	A	$0.00	374,708.283	D
Common Stock	02/21/2026		F		2,814	D	$256.42	371,894.283	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)	02/21/2026		M(3)			5,166	(1)	(1)	Common Stock	5,166	$0.00	0.00	D
Rst. Stock Unit(4)	$0.00(2)	02/21/2026		M(3)			6,123	(4)	(4)	Common Stock	6,123	$0.00	6,123(4)	D
Rst. Stock Unit(5)	$0.00(2)	02/21/2026		M(3)			5,614	(5)	(5)	Common Stock	5,614	$0.00	11,227(5)	D

Explanation of Responses:

1. On 2/21/22, the reporting person was granted 20,655 RSUs, 5,163 of which vested on 2/21/23, 5,163 of which vested on 2/21/24, 5,163 of which vested on 2/21/25 and 5,166 of which vested on 2/21/26.

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.

4. On 2/21/23, the reporting person was granted 24,492 RSUs, 6,123 of which vested on 2/21/24, 6,123 of which vested on 2/21/25, 6,123 of which vested on 2/21/26 and 6,123 of which will vest on 2/21/27.

5. On 2/21/24, the reporting person was granted 22,454 RSUs, 5,613 of which vested on 2/21/25, 5,614 of which vested on 2/21/26, 5,613 of which will vest on 2/21/27, and 5,614 of which will vest on 2/21/28

Remarks:

	L. Mallardi on behalf of A. Krishna	02/23/2026
	** 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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