IBM (IBM) VP Nicolas Fehring logs RSU vesting and tax share withholdings

Rhea-AI Filing Summary

INTERNATIONAL BUSINESS MACHINES CORP executive Nicolas A. Fehring, VP and Controller, reported multiple transactions tied to vesting restricted stock units on February 21, 2026. Several “Rst. Stock Unit” awards vested and were converted to IBM common stock at no stated exercise price.

The transactions include derivative exercises of 396, 540, and 632 restricted stock units granted in prior years, consistent with the vesting schedules described in the footnotes. Corresponding common stock entries show shares acquired, with portions of 201, 274, and 320 shares withheld at $256.42 per share to cover tax obligations.

After these exercises and tax-withholding dispositions, Fehring’s directly held IBM common stock is reported at 16,976.124 shares. The filing characterizes the movements as derivative exercises/conversions and tax-withholding dispositions rather than open‑market purchases or sales.

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

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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^*

Fehring Nicolas A.

(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)
	VP, Controller

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		396	A	$0.00	16,599.124	D
Common Stock	02/21/2026		F		201	D	$256.42	16,398.124	D
Common Stock	02/21/2026		M		540	A	$0.00	16,938.124	D
Common Stock	02/21/2026		F		274	D	$256.42	16,664.124	D
Common Stock	02/21/2026		M		632	A	$0.00	17,296.124	D
Common Stock	02/21/2026		F		320	D	$256.42	16,976.124	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)			396	(1)	(1)	Common Stock	396	$0.00	0.00	D
Rst. Stock Unit(4)	$0.00(2)	02/21/2026		M(3)			540	(4)	(4)	Common Stock	540	$0.00	541(4)	D
Rst. Stock Unit(5)	$0.00(2)	02/21/2026		M(3)			632	(5)	(5)	Common Stock	632	$0.00	1,264(5)	D

Explanation of Responses:

1. On 2/21/22, the reporting person was granted 1,578 RSUs, 394 of which vested on 2/21/23, 394 of which vested on 2/21/24, 394 of which vested on 2/21/25 and 396 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 2,162 RSUs, 540 of which vested on 2/21/24, 541 of which vested on 2/21/25, 540 of which vested on 2/21/26 and 541 of which will vest on 2/21/27.

5. On 2/21/24, the reporting person was granted 2,527 RSUs, 631 of which vested on 2/21/25, 632 of which vested on 2/21/26, 632 of which will vest on 2/21/27, and 632 of which will vest on 2/21/28.

Remarks:

	L. Mallardi on behalf of N. A. Fehring	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did IBM VP Nicolas A. Fehring report on this Form 4 for IBM?

Nicolas A. Fehring reported the vesting and release of multiple IBM restricted stock unit grants on February 21, 2026. These RSUs converted into IBM common shares, with part of the resulting stock withheld to satisfy tax obligations at a reported price of $256.42 per share.

How many IBM restricted stock units vested for Nicolas A. Fehring on February 21, 2026?

The Form 4 shows separate vesting events of 396, 540, and 632 IBM restricted stock units on February 21, 2026. These units came from prior grants made in 2022, 2023, and 2024, following the specific vesting schedules detailed in the filing’s footnotes.

Were Nicolas A. Fehring’s IBM Form 4 transactions open‑market buys or sells?

The transactions are classified as derivative exercises/conversions and tax‑withholding dispositions, not open‑market buys or sells. Shares were issued upon RSU vesting, and a portion was withheld at $256.42 per share to cover tax liabilities associated with those vesting events.

What is Nicolas A. Fehring’s IBM common stock ownership after these reported transactions?

After the February 21, 2026 RSU vesting and related tax‑withholding dispositions, Nicolas A. Fehring is reported as directly owning 16,976.124 shares of IBM common stock. This figure reflects the net result of the RSU conversions and the shares withheld to satisfy tax obligations.

What do the IBM Form 4 footnotes reveal about Nicolas A. Fehring’s RSU grants?

The footnotes state Fehring received RSU grants of 1,578, 2,162, and 2,527 units in 2022, 2023, and 2024, respectively. They specify how many units vested each year, including those vesting on February 21, 2026, and note units are payable in cash or IBM stock.

Why were some IBM shares disposed of in Nicolas A. Fehring’s Form 4?

Dispositions coded “F” reflect shares delivered to cover tax liabilities from RSU vesting. The filing shows 201, 274, and 320 IBM common shares withheld at $256.42 per share, rather than sold in the open market, to satisfy associated tax obligations.