IBM (NYSE: IBM) SVP exercises RSUs as 810 shares withheld for taxes

Rhea-AI Filing Summary

INTERNATIONAL BUSINESS MACHINES CORP Senior Vice President Nickle Jaclyn Lamoreaux exercised 1,586 restricted stock units into common stock on 02/18/26, at a stated price of $0.00 per share as part of a derivative conversion.

To cover tax liabilities related to this vesting, 810 common shares were disposed of at $258.68 per share through a tax-withholding transaction. After these transactions, Lamoreaux directly owned 54,607.3368 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

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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^*

LAMOREAUX NICKLE JACLYN

(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)
	Senior Vice President

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		1,586	A	$0.00	55,417.3368	D
Common Stock	02/18/2026		F		810	D	$258.68	54,607.3368	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)			1,586	(1)	(1)	Common Stock	1,586	$0.00	4,759(1)	D

Explanation of Responses:

1. On 2/18/25, the reporting person was granted 6,345 RSUs, 1,586 of which vested on 02/18/26, 1,586 of which will vest on 02/18/27, 1,586 of which will vest on 02/18/28 and 1,587 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 N. J. LaMoreaux	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).
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FAQ

What insider transactions did IBM Senior Vice President Nickle Jaclyn Lamoreaux report?

Lamoreaux reported exercising 1,586 restricted stock units into IBM common stock and a related tax-withholding disposition of 810 shares. These movements reflect equity compensation vesting rather than open-market buying or selling activity, with resulting direct ownership of 54,607.3368 IBM shares.

Did the IBM Form 4 filing show Nickle Jaclyn Lamoreaux buying IBM shares on the open market?

No, the filing shows an exercise of 1,586 restricted stock units and a tax-withholding share disposition, not an open-market purchase. The RSUs vested and converted to common stock, and 810 shares were withheld at $258.68 per share to satisfy tax obligations.

How many IBM shares does Nickle Jaclyn Lamoreaux own after the reported transactions?

After the reported Form 4 transactions, Lamoreaux directly owns 54,607.3368 IBM common shares. This figure reflects the RSU conversion adding 1,586 shares and the tax-withholding disposition of 810 shares, as disclosed in the non-derivative holdings section of the Form 4.

What was the nature of the 810 IBM shares disposed of by Nickle Jaclyn Lamoreaux?

The 810 IBM shares were disposed of to pay tax liabilities tied to RSU vesting, at $258.68 per share. The transaction is coded "F" on the Form 4, indicating payment of taxes by delivering securities rather than a discretionary market sale.

What do the RSU-related footnotes in the IBM Form 4 filing explain?

The footnotes explain that 6,345 RSUs were granted on 02/18/25, vesting in four annual installments through 02/18/29. They clarify that 1,586 units vested on 02/18/26 and that these units are payable in cash or IBM common stock upon lapse of restrictions.