COHN GARY D 4

What Happened
Gary D. Cohn, Vice Chairman of International Business Machines Corp. (IBM), received 35,410 shares on Feb 1, 2026 as the result of vested performance share units. To cover tax withholding, 19,111 of those shares were surrendered/disposed at $303.75 per share, totaling $5,805,062. Net shares retained from the vesting were 16,299 (35,410 − 19,111).

Key Details

• Transaction date: 2026-02-01; Form 4 filed: 2026-02-02 (timely filing).
• Award (Code A): 35,410 shares acquired at $0.00 (performance shares vested).
• Tax withholding (Code F): 19,111 shares disposed at $303.75, proceeds $5,805,062.
• Shares owned after transaction: Not specified in this filing.
• Footnote: These shares resulted from performance share units for the 2023–2025 performance period and were payable in cash or common stock on the transaction date.

Context
This was not an open-market purchase or discretionary sale by the insider but a routine vesting of PSUs with shares withheld to satisfy tax obligations. Such withholding is common and should be viewed as an administrative step following the vesting of equity awards, not necessarily a signal of the insider’s market view.