FARR DAVID N 4

What Happened
David N. Farr, a director of International Business Machines Corp. (IBM), was granted 243 Promised Fee Shares on March 31, 2026. The transaction is reported as an award/acquisition (code A) of derivative shares valued at $242.39 each, for a total value of $58,901. This was a grant under IBM’s Board of Directors Deferred Compensation and Equity Award Plan, not an open-market purchase or sale.

Key Details

• Transaction date: 2026-03-31; Filing date (Form 4): 2026-04-01 (appears to be timely).
• Transaction type/code: Award/Acquisition (A), derivative security.
• Shares granted: 243; Price per share shown: $242.39; Total reported value: $58,901.
• Shares owned after transaction: not specified in this filing.
• Footnotes: F1–F3 indicate these are Promised Fee Shares from the IBM Board of Directors Deferred Compensation and Equity Award Plan, representing deferred director fees that are paid out after retirement in IBM common stock or cash; distribution is deferred until retirement.
• No 10b5‑1 plan, tax withholding, or sale reported in this filing.

Context
This is a deferred-compensation award to a board member rather than a market purchase or sale. Such grants are common for director compensation and do not by themselves indicate a director’s short-term trading intent. Because distribution of these Promised Fee Shares is deferred until retirement, the award primarily reflects compensation accounting rather than an active investment decision.