IBM - International Business Machines Corporation

09/02/2025 | Press release | Distributed by Public on 09/02/2025 17:26

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Fehring Nicolas A.
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
(Last) (First) (Middle)
IBM CORPORATION, ONE NEW ORCHARD ROAD
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025
(Street)
ARMONK, NY 10504
4. If Amendment, Date 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
(City) (State) (Zip)
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 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 13,735.419 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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 (2) 09/01/2025 M(3) 2,742 (2) (2) Common Stock 2,742 $ 0 0 D
Rst. Stock Unit $ 0 (4) 09/02/2025 A(4) 17,276 (4) (4) Common Stock 17,276 $ 0 17,276 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fehring Nicolas A.
IBM CORPORATION
ONE NEW ORCHARD ROAD
ARMONK, NY 10504
VP, Controller

Signatures

L. Mallardi on behalf of N. A. Fehring 09/02/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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