Marianne Brown Reports 324 Deferred Fee Shares in IBM Form 4

Rhea-AI Filing Summary

Marianne C. Brown, a director of International Business Machines Corp (IBM), reported a non-derivative acquisition related to deferred director fees. The Form 4 shows a transaction dated 09/30/2025 in which 324 Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan were recorded as acquired at a stated fee/share price of $282.16. Those Promised Fee Shares are payable after retirement and are deferred until retirement. Following this reported transaction, Ms. Brown beneficially owns 2,947 shares of IBM common stock in a direct ownership form. The filing was executed on 10/01/2025.

Positive

• Reported conversion of 324 Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan
• Total direct beneficial ownership disclosed as 2,947 shares, providing transparency on director holdings
• Promised Fee Shares are documented as payable after retirement, clarifying distribution timing

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director deferral into promised fee shares; no disposals and ownership remains disclosed.

The filing documents a director-level, non-derivative recording of 324 Promised Fee Shares under IBM's director deferred compensation plan. This is an administrative reporting of deferred compensation conversion into promised equity units payable at retirement, not an open-market purchase or sale. It increases disclosed direct beneficial ownership to 2,947 shares. For governance review, this is a standard equity-based deferral consistent with typical board compensation mechanisms and poses no immediate liquidity or control change based on the information provided.

Securities Analyst

TL;DR: Form 4 records a deferred-compensation credit of 324 equity units, with no market transaction disclosed.

From a securities-disclosure perspective, the Form 4 clarifies the nature and amount of equity attributable to the reporting person: 324 Promised Fee Shares at a referenced fee/share of $282.16, and total direct beneficial ownership of 2,947 shares. The transaction code indicates deferral under the director deferred compensation plan rather than an open-market trade, so there is no immediate change in outstanding public float or trading volume from this filing alone. Materiality to investors is limited absent additional context on shareholding thresholds or subsequent transactions.

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).

1. Name and Address of Reporting Person^*

Brown Marianne Catherine

(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)
09/30/2025

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)	09/30/2025		A(2)		324		(3)	(3)	Common Stock	324	$282.16	2,947	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 M. Brown	10/01/2025
	** 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

Who filed this Form 4 for IBM and what is their role?

The Form 4 was filed by Marianne C. Brown, who is identified on the form as a Director of International Business Machines Corp (IBM).

What transaction is reported on the Form 4 dated 09/30/2025 for IBM?

The Form 4 reports the recording of 324 Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan, with a stated fee/share of $282.16.

How many IBM shares does the reporting person beneficially own after this transaction?

Following the reported transaction, the reporting person beneficially owns 2,947 shares of IBM common stock in a direct ownership form.

When are the Promised Fee Shares payable according to the filing?

The Promised Fee Shares are payable after retirement and distributions are deferred until retirement under the terms of the plan.

Does the Form 4 show an open-market purchase or sale of IBM shares?

No. The Form 4 indicates a deferral of fees into Promised Fee Shares under a director deferred compensation plan, not an open-market purchase or sale.