Director defers IBM (NYSE: IBM) board fees into 377 share units

Rhea-AI Filing Summary

INTERNATIONAL BUSINESS MACHINES CORP director Michael Miebach received a compensation-related equity award tied to his board fees. He acquired 377 Promised Fee Shares, each linked to one share of IBM common stock, under the IBM Board of Directors Deferred Compensation and Equity Award Plan. These Promised Fee Shares represent deferred board fees and will be paid out in the company’s common stock or cash after his retirement, rather than through an open-market purchase. Following this grant, his directly held position reported in this filing is 3,929 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Miebach Michael

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Promised Fee Share	377	$242.39	$91K

Holdings After Transaction: Promised Fee Share — 3,929 shares (Direct)

Footnotes (1)

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

Key Figures

Promised Fee Shares granted: 377 shares Transaction price per Promised Fee Share: $242.39/share Total shares following transaction: 3,929 shares +1 more

4 metrics

Promised Fee Shares granted 377 shares Board fee award on 2026-03-31

Transaction price per Promised Fee Share $242.39/share Value used for 377 Promised Fee Shares

Total shares following transaction 3,929 shares Direct holdings after award

Underlying common stock per unit 377 shares Underlying IBM common stock linked to Promised Fee Shares

Key Terms

Promised Fee Shares, Deferred Compensation and Equity Award Plan, grant/award acquisition

3 terms

Promised Fee Shares financial

"Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan are paid out after retirement"

Deferred Compensation and Equity Award Plan financial

"under the IBM Board of Directors Deferred Compensation and Equity Award Plan is deferred until retirement"

grant/award acquisition financial

"transaction_action: grant/award acquisition for 377.0000 Promised Fee Shares"

Form 4 Insider Transactions: What Each Field Means →

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^*

Miebach Michael

(Last) (First) (Middle)

C/O SECRETARY'S OFFICE, IBM CORPORATION

ONE NEW ORCHARD ROAD

(Street)

ARMONK NEW YORK 10504

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)	03/31/2026		A(2)		377		(3)	(3)	Common Stock	377	$242.39	3,929	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. Miebach	04/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did IBM (IBM) director Michael Miebach report?

Michael Miebach reported an acquisition of 377 Promised Fee Shares as part of his board compensation. These are deferred fee units tied to IBM common stock, issued under the IBM Board of Directors Deferred Compensation and Equity Award Plan.

Is Michael Miebach’s IBM (IBM) Form 4 transaction an open-market stock purchase?

No, the Form 4 shows a grant of 377 Promised Fee Shares, not an open-market purchase. The award reflects deferred board fees under IBM’s Board of Directors Deferred Compensation and Equity Award Plan, rather than a discretionary stock buy in the market.

How many IBM (IBM) shares does Michael Miebach hold after this Form 4?

After this transaction, Michael Miebach is reported as directly holding 3,929 shares. This total includes the impact of the 377 Promised Fee Shares awarded as deferred compensation under IBM’s Board of Directors Deferred Compensation and Equity Award Plan.

When will IBM (IBM) Promised Fee Shares for Michael Miebach be paid out?

The Promised Fee Shares are scheduled to be paid out after Michael Miebach’s retirement. Under the IBM Board of Directors Deferred Compensation and Equity Award Plan, these deferred awards are settled in the company’s common stock or cash at that time.

What is the purpose of IBM (IBM) Promised Fee Shares in this Form 4?

Promised Fee Shares represent deferred board fees that accumulate as equity-linked units. For Michael Miebach, 377 Promised Fee Shares were credited under IBM’s Board of Directors Deferred Compensation and Equity Award Plan, with distribution deferred until retirement in stock or cash.

How is the transaction price per IBM (IBM) Promised Fee Share described?

The Form 4 indicates a transaction price of $242.39 per Promised Fee Share for this award. Each of the 377 Promised Fee Shares corresponds to an equivalent number of IBM common stock shares under the company’s Board of Directors Deferred Compensation and Equity Award Plan.