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IBM (NYSE: IBM) awards RSUs and stock options to Vice Chairman Gary Cohn

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

COHN GARY D reported acquisition or exercise transactions in this Form 4 filing.

INTERNATIONAL BUSINESS MACHINES CORP Vice Chairman Gary D. Cohn reported equity awards consisting of 10,565 restricted stock units and 42,258 employee stock options granted on February 26, 2026. The restricted stock units are payable in cash or IBM common stock as their restrictions lapse over four annual installments through February 26, 2030.

The stock options vest in four equal annual installments and are exercisable over a defined term, expiring on the option expiration date specified in the award terms.

Positive

  • None.

Negative

  • None.

Insights

IBM granted Gary Cohn time-vested RSUs and options as part of equity compensation.

IBM awarded Vice Chairman Gary D. Cohn 10,565 restricted stock units and 42,258 employee stock options on February 26, 2026. These awards are typical equity-based compensation, designed to align an executive’s interests with the company’s long-term performance through stock-linked value.

The restricted stock units are payable in cash or IBM common stock as restrictions lapse in annual tranches from 2027 to 2030. The options vest in four equal annual installments and remain exercisable until their stated expiration date. Overall, this represents routine executive incentive structuring rather than an open-market share purchase or sale.

Insider COHN GARY D
Role Vice Chairman
Type Security Shares Price Value
Grant/Award Rst. Stock Unit 10,565 $0.00 --
Grant/Award Emp. Stock Option (right to buy) 42,258 $0.00 --
Holdings After Transaction: Rst. Stock Unit — 10,565 shares (Direct); Emp. Stock Option (right to buy) — 42,258 shares (Direct)
Footnotes (1)
  1. Upon lapse of the restrictions, these units are payable in cash or the company's common stock. The restrictions lapse for 2,641 of these units on February 26, 2027, 2,641 of these units on February 26, 2028, 2,641 of these units on February 26, 2029, and 2,642 of these units on February 26, 2030. These derivative securities vest in four equal annual installments, the first vesting being on the date exercisable shown. All expire on the expiration date shown above.
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Form 4 Insider Transactions: What Each Field Means →
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)
02/26/2026
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
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 $0.00(1) 02/26/2026 A(1) 10,565 (1) (1) Common Stock 10,565 $0.00 10,565 D
Emp. Stock Option (right to buy) $243.22 02/26/2026 A 42,258 02/26/2027(2) 02/25/2036(2) Common Stock 42,258 $0.00 42,258 D
Explanation of Responses:
1. Upon lapse of the restrictions, these units are payable in cash or the company's common stock. The restrictions lapse for 2,641 of these units on February 26, 2027, 2,641 of these units on February 26, 2028, 2,641 of these units on February 26, 2029, and 2,642 of these units on February 26, 2030.
2. These derivative securities vest in four equal annual installments, the first vesting being on the date exercisable shown. All expire on the expiration date shown above.
Remarks:
L. Mallardi on behalf of G. D. Cohn 02/27/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did IBM grant to Vice Chairman Gary D. Cohn on this Form 4?

Gary D. Cohn received 10,565 restricted stock units and 42,258 employee stock options on February 26, 2026. Both awards are classified as derivative securities and represent grants or awards, not open-market buying or selling of IBM common stock.

How do Gary D. Cohn’s IBM restricted stock units vest and pay out?

The 10,565 restricted stock units vest as restrictions lapse over four years. Units are payable in cash or IBM common stock: 2,641 units vest on February 26, 2027, 2,641 on February 26, 2028, 2,641 on February 26, 2029, and 2,642 on February 26, 2030.

What is the vesting schedule for Gary D. Cohn’s IBM employee stock options?

The 42,258 IBM employee stock options vest in four equal annual installments. The first installment vests on the date shown as exercisable for the options, and all of the options expire on the expiration date specified for this grant.

Are Gary D. Cohn’s IBM equity awards held directly or indirectly?

The Form 4 indicates that both the restricted stock units and the employee stock options are held under direct ownership. The ownership code is listed as “D,” and there is no footnote stating that another entity holds voting or investment authority.

Do the reported IBM transactions involve Gary D. Cohn buying or selling shares on the market?

No, the transactions are classified as grants or awards, not market trades. The Form 4 uses transaction code “A” and describes them as grant, award, or other acquisition, indicating equity-based compensation rather than open-market buying or selling of IBM common stock.