IBM (IBM) director discloses Promised Fee Share award and holdings

Rhea-AI Filing Summary

International Business Machines Corp. director A. Gorsky reported an equity compensation transaction dated 12/31/2025. The filing shows an acquisition coded as A of derivative securities labeled Promised Fee Share with a conversion price of $0.00 under the IBM Board of Directors Deferred Compensation and Equity Award Plan. These derivative securities relate to 363 shares of IBM common stock, with a referenced stock price of $296.21. After this transaction, Gorsky beneficially owned 33,344 derivative securities on a direct basis.

The explanations note that Promised Fee Shares represent deferred director fees that are paid out after retirement in IBM common stock or cash, and that both the deferral into these Promised Fee Shares and the distribution are tied to retirement under the plan’s terms.

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^*

Gorsky Alex

(Last) (First) (Middle)

C/O SECRETARY'S OFFICE, 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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
Promised Fee Share	$0.00(1)	12/31/2025		A(2)		363		(3)	(3)	Common Stock	363	$296.21	33,344	D

Explanation of Responses:

1. Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan are paid out after retirement in the company's common stock or cash.

2. Deferral of fees into Promised Fee Shares under the terms of the IBM Board of Directors Deferred Compensation and Equity Award Plan.

3. Distribution of Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan is deferred until retirement.

Remarks:

	L. Mallardi on behalf of A. Gorsky	01/02/2026
	** 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 transaction did IBM director A. Gorsky report on this Form 4 for IBM?

Director A. Gorsky reported an acquisition of derivative securities labeled Promised Fee Share dated 12/31/2025, tied to deferred director fees under the IBM Board of Directors Deferred Compensation and Equity Award Plan.

How many IBM shares are underlying the Promised Fee Shares reported by A. Gorsky?

The derivative securities relate to 363 shares of International Business Machines Corp. common stock as shown in the table of derivative securities.

What is the exercise or conversion price of the Promised Fee Shares in this IBM Form 4 filing?

The Promised Fee Shares have a conversion or exercise price listed as $0.00, reflecting that they arise from the deferral of director fees rather than a cash exercise.

How many derivative securities does IBM director A. Gorsky beneficially own after the reported transaction?

Following the reported transaction, A. Gorsky beneficially owned 33,344 derivative securities, held with direct ownership status according to the filing.

What are Promised Fee Shares under IBM’s Board of Directors Deferred Compensation and Equity Award Plan?

Promised Fee Shares are amounts representing deferred director fees under the IBM Board of Directors Deferred Compensation and Equity Award Plan, which are paid out after retirement in the company’s common stock or cash, with distribution deferred until retirement.

Was the reported IBM insider transaction filed for one or multiple reporting persons?

The document indicates that the Form 4 was filed by one reporting person, reflecting transactions for director A. Gorsky only.