[Form 4] International Business Machines Corporation Insider Trading Activity

Rhea-AI Filing Summary

Reporting person Nicolas A. Fehring, Vice President and Controller of International Business Machines Corporation (IBM), filed a Form 4 reporting transactions on September 1-2, 2025. The filing shows vested restricted stock units (RSUs) and related share movements: 2,742 RSUs were released and converted to 2,742 shares on 09/01/2025, a sale of 1,388 shares at $243.59 on 09/01/2025, and a disposition of 400 shares on 09/02/2025.

After these transactions the reporting person beneficially owned 13,735.419 shares. The Form 4 explains the RSU grant history (original grant on 09/01/2021 with vesting tranches) and notes certain RSUs are payable in cash or common stock with future vesting dates.

Positive

• Timely and detailed disclosure of RSU releases and share transactions, satisfying Section 16 reporting requirements
• Vesting reported consistent with previously granted RSU schedule (09/01/2021 grant with staggered vesting)

Negative

• Insider sold shares (1,388 shares at $243.59 and 400 shares), reducing beneficial ownership to 13,735.419 shares

Insights

Financial Analyst

TL;DR: Insider sold a portion of vested RSUs, modestly reducing holdings; transactions appear routine rather than transformational.

The Form 4 documents standard executive equity activity: release of vested restricted stock units and subsequent market sale of a portion of the resulting shares. The sale of 1,388 shares at $243.59 and additional disposition of 400 shares reduced the reporting person’s beneficial ownership to 13,735.419 shares. This pattern—vesting followed by partial sale—is common for tax/liquidity management and does not by itself indicate a change in company fundamentals.

Corporate Governance Expert

TL;DR: Disclosure is timely and compliant; transactions align with vesting schedule and standard reporting practice.

The filing cites an original RSU grant from 09/01/2021 with staggered vesting and notes adjustments from the Kyndryl spin-off. The disclosure that some RSUs are payable in cash or stock and that restrictions lapse on specified future dates is appropriate. The Form 4 appears complete and signed on 09/02/2025, meeting Section 16 reporting obligations for executive equity activity.

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)
09/01/2025

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
Common Stock	09/01/2025		M		2,742	A	$0.00	15,523.419	D
Common Stock	09/01/2025		F		1,388	D	$243.59	14,135.419	D
Common Stock	09/02/2025		G		400	D	$0.00	13,735.419	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)	09/01/2025		M(3)			2,742	(2)	(2)	Common Stock	2,742	$0.00	0.00	D
Rst. Stock Unit	$0.00(4)	09/02/2025		A(4)		17,276		(4)	(4)	Common Stock	17,276	$0.00	17,276	D

Explanation of Responses:

1. On 9/1/21, the reporting person was granted 5,308 RSUs, 2,654 of which vested on 9/1/24 and 2,654 of which vested on 9/1/25. In connection with the spin-off of Kyndryl Holdings, Inc. on November 3, 2021, unvested Issuer restricted stock units were adjusted to reflect additional restricted stock units, which additional restricted stock units are included in the figures above.

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. Upon lapse of the restrictions, these units are payable in cash or the company's common stock. The restrictions lapse for 8,638 of these units on September 2, 2027 and 8,638 of these units on September 2, 2029.

Remarks:

	L. Mallardi on behalf of N. A. Fehring	09/02/2025
	** 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

What transactions did IBM insider Nicolas A. Fehring report on Form 4?

The filing reports release of 2,742 RSUs converted to 2,742 shares on 09/01/2025, a sale of 1,388 shares at $243.59 on 09/01/2025, and a disposition of 400 shares on 09/02/2025.

How many shares does Nicolas A. Fehring beneficially own after the reported transactions?

Following the reported transactions the reporting person beneficially owned 13,735.419 shares.

Were the reported shares from vested RSUs or open-market purchases?

The filing shows the shares originated from restricted stock units (RSUs) vesting; some units are payable in cash or common stock upon lapse of restrictions.

Does the Form 4 explain the origin and vesting schedule of the RSUs?

Yes. It states the RSUs were granted on 09/01/2021 with portions vesting on 09/01/2024 and 09/01/2025, and notes adjustments related to the Kyndryl spin-off.

When was the Form 4 signed and filed?

The signature block shows filing action by L. Mallardi on behalf of N. A. Fehring dated 09/02/2025.