IBM vice chair RSUs vest; shares withheld for tax

INTERNATIONAL BUSINESS MACHINES CORP vice chairman Gary D. Cohn reported vesting of restricted stock units and related tax withholding.

Accepted by SEC EDGAR 02/19/2026 - 04:44 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

INTERNATIONAL BUSINESS MACHINES CORP vice chairman Gary D. Cohn reported vesting of restricted stock units and related tax withholding. On February 18, 2026, 2,322 restricted stock units converted into an equal number of IBM common shares, and 1,285 shares were disposed at $258.68 per share to cover tax obligations.

Insider Trade Summary

2,322 shares exercised/converted

Exercise 3 txns

Insider COHN GARY D

Role Vice Chairman

Type	Security	Shares	Price	Value
Exercise	Rst. Stock Unit	2,322	$0.00	$0.00
Exercise	Common Stock	2,322	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,285	$258.68	$332K

Holdings After Transaction: Rst. Stock Unit — 6,968 contracts (Direct); Common Stock — 107,202.186 shares (Direct)

Holdings Before and After: Rst. Stock Unit, 9,290 to 6,968 contracts (Direct); Common Stock, 106,165.186 to 107,202.186 shares (Direct)

Footnotes (3)

1. F1. On 2/18/25, the reporting person was granted 9,290 RSUs, 2,322 of which vested on 02/18/26, 2,323 of which will vest on 02/18/27, 2,322 of which will vest on 02/18/28 and 2,323 of which will vest on 02/18/29.
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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did IBM (IBM) vice chairman Gary Cohn report?

Gary Cohn reported restricted stock units vesting into IBM common stock and a tax-related share disposition. On February 18, 2026, 2,322 RSUs converted into common shares, and 1,285 shares were delivered at $258.68 per share to satisfy tax withholding obligations.

How many IBM restricted stock units vested for Gary Cohn on February 18, 2026?

2,322 IBM restricted stock units vested for Gary Cohn on February 18, 2026. These units were part of a 9,290 RSU grant and became payable in either cash or IBM common stock when the restrictions lapsed on the vesting date indicated in the filing.

What was the size and structure of Gary Cohn’s IBM RSU grant?

Gary Cohn received a grant of 9,290 IBM RSUs on February 18, 2025. Of these, 2,322 vested on February 18, 2026; 2,323 will vest on February 18, 2027; 2,322 on February 18, 2028; and 2,323 on February 18, 2029, subject to restrictions lapsing.

At what price were IBM shares used to cover Gary Cohn’s tax obligations?

IBM shares delivered to cover Gary Cohn’s tax obligations were valued at $258.68 per share. A total of 1,285 common shares were disposed of in this tax-withholding transaction, which the filing characterizes as payment of a tax liability by delivering securities rather than an open-market sale.

Did Gary Cohn’s IBM RSUs settle in cash or stock upon vesting?

The filing states Gary Cohn’s RSUs were payable in cash or IBM common stock upon lapse of restrictions. On February 18, 2026, 2,322 RSUs were released as restricted stock units, with settlement mechanics described as a release of restricted stock units on the transaction date shown.

What is Gary Cohn’s IBM share ownership after these transactions?

After the reported IBM transactions, Gary Cohn directly held 107,202.186 shares of IBM common stock. This figure reflects both the 2,322-share RSU conversion and the 1,285-share tax-withholding disposition reported for February 18, 2026, in the non-derivative transaction table.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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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)
02/18/2026

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		2,322	A	$0.00	108,487.186	D
Common Stock	02/18/2026		F		1,285	D	$258.68	107,202.186	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
Rst. Stock Unit(1)	$0.00(2)	02/18/2026		M(3)			2,322	(1)	(1)	Common Stock	2,322	$0.00	6,968(1)	D

Explanation of Responses:

1. On 2/18/25, the reporting person was granted 9,290 RSUs, 2,322 of which vested on 02/18/26, 2,323 of which will vest on 02/18/27, 2,322 of which will vest on 02/18/28 and 2,323 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 G. D. Cohn	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).
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.