[Form 4] INTERNATIONAL BUSINESS MACHINES CORP Insider Trading Activity

Rhea-AI Filing Summary

Peter R. Voser, an IBM director, reported a non-derivative acquisition dated 09/30/2025 of 355 Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan. The filing shows a per-share reference price of $282.16 and indicates 30,918 shares beneficially owned by Mr. Voser following the reported transaction. The Promised Fee Shares are deferrals of director fees that are paid out after retirement in common stock or cash, and distribution is deferred until retirement according to the plan terms.

Positive

• Director elected to defer fees into company stock, aligning compensation with long-term shareholder interests
• Ownership increased by 355 Promised Fee Shares, indicating continued director stake in the company

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director deferred fees into company stock, modestly increasing ownership while aligning compensation with long-term shareholder outcomes.

The filing documents a routine election by a director to defer board fees into Promised Fee Shares under IBM's deferred compensation plan. The addition of 355 shares is small relative to total holdings of 30,918 shares and appears designed to preserve tax or retirement timing rather than signal a material change in control or outlook. The deferred nature until retirement reduces immediate liquidity and aligns director incentives with long-term company performance. No indication of option exercise, sale, or other unusual transactions is present.

Securities Analyst

TL;DR: Routine Section 16 filing; transaction is a fee deferral, not a market purchase or sale, so investor impact is minimal.

The report shows a non-derivative acquisition through plan deferral with a stated reference price of $282.16 and resulting beneficial ownership of 30,918 shares. Because the shares are "promised" and payable at retirement, they do not represent an immediate change in tradable supply. This filing is informational for compliance and transparency but is unlikely to be material to IBM's valuation or near-term trading dynamics.

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^*

VOSER PETER R.

(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)		355		(3)	(3)	Common Stock	355	$282.16	30,918	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 P. R. Voser	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

What transaction did IBM director Peter R. Voser report on Form 4?

The Form 4 reports deferral of director fees into 355 Promised Fee Shares under IBM's deferred compensation plan dated 09/30/2025.

How many IBM shares does Peter R. Voser beneficially own after this transaction?

The filing states Mr. Voser beneficially owns 30,918 shares following the reported transaction.

Are the Promised Fee Shares immediately distributable or tradable?

No. The Promised Fee Shares are deferred and distribution is deferred until retirement under the plan.

What price is shown in the Form 4 for this transaction?

The filing shows a reference price of $282.16 associated with the Promised Fee Shares.

Does this Form 4 indicate any sale or exercise of options by the director?

No. The report documents a deferral into Promised Fee Shares (an acquisition) and contains no sale or option exercise.