IBM (NYSE: IBM) vice chair logs stock award and share sale

Rhea-AI Filing Summary

International Business Machines Corporation Vice Chairman Gary D. Cohn reported equity award activity in IBM stock. On February 1, 2026, he acquired 35,410 shares of common stock at $0.00 per share from performance share units that vested for the 2023–2025 period. On the same date, he disposed of 19,111 shares at $303.755 per share. After these transactions, he directly owned 106,165.186 shares of IBM common stock.

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^*

COHN GARY D

(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)
	Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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	02/01/2026		A(1)		35,410	A	$0.00	125,276.186	D
Common Stock	02/01/2026		F		19,111	D	$303.755	106,165.186	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

Explanation of Responses:

1. These shares result from performance share units which vested at the end of the performance period (2023-2025) and were payable in cash or the company's common stock on the transaction date shown.

Remarks:

	L. Mallardi on behalf of G. D. Cohn	02/02/2026
	** 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 transactions did IBM Vice Chairman Gary D. Cohn report on February 1, 2026?

Gary D. Cohn reported one acquisition and one disposition of IBM common stock on February 1, 2026. He acquired 35,410 shares at $0.00 per share from vested performance share units and disposed of 19,111 shares at $303.755 per share the same day.

How many IBM shares did Gary D. Cohn receive from performance share units?

Gary D. Cohn received 35,410 IBM common shares from performance share units that vested for the 2023–2025 performance period. These units were payable in cash or IBM common stock and were settled in stock on the February 1, 2026 transaction date.

What was Gary D. Cohn’s IBM shareholding after the reported Form 4 transactions?

After the February 1, 2026 transactions, Gary D. Cohn directly held 106,165.186 IBM common shares. This figure reflects both the 35,410-share acquisition from vested performance share units and the 19,111-share disposition reported in the same Form 4 filing.

At what price were Gary D. Cohn’s IBM share transactions reported?

The acquisition of 35,410 IBM shares from vested performance share units was reported at $0.00 per share. The disposition of 19,111 IBM shares on February 1, 2026 was reported at a transaction price of $303.755 per share, according to the Form 4 details.

What is the source of the IBM shares acquired by Gary D. Cohn on this Form 4?

The 35,410 IBM shares acquired by Gary D. Cohn came from performance share units. These units vested at the end of the 2023–2025 performance period and were payable in cash or IBM common stock, with settlement in common stock on the reported transaction date.