COHN GARY D 4

What Happened
Gary D. Cohn, Vice Chairman of International Business Machines Corp (IBM), had 2,322 restricted stock units (RSUs) vest on 2026-02-18. The RSUs were recorded as an exercise/conversion of a derivative (code M) at $0.00. To cover tax obligations (code F), 1,285 of those shares were withheld at $258.68 per share, a withholding value of $332,404. That leaves approximately 1,037 shares issued to Mr. Cohn (2,322 vested - 1,285 withheld), worth roughly $268,250 using the same per-share price.

Key Details

• Transaction date: 2026-02-18 (reported on Form 4 filed 2026-02-19).
• Vesting/award: 2,322 RSUs vested (part of a 9,290 RSU grant made 2/18/25 with scheduled vesting through 2029).
• Withholding/tax payment: 1,285 shares withheld at $258.68/share = $332,404 (reported as disposal for tax withholding).
• Net shares issued to insider: ~1,037 shares (2,322 vested less 1,285 withheld).
• Transaction codes: M = exercise/conversion of derivative (here, RSU release); F = payment of tax liability via share withholding.
• Footnotes: Units were payable in cash or common stock upon lapse of restrictions; this filing reflects release of RSUs.
• Timeliness: Filing appears timely (reported the business day after the vesting date).

Context

• This was a routine RSU vesting event with shares withheld to satisfy tax obligations (a cashless withholding), not an open-market sale or discretionary purchase. Withheld shares are commonly used solely to cover taxes and do not necessarily indicate buying/selling sentiment.
• The $0.00 exercise price and the footnotes confirm these were RSUs (restricted stock units) rather than stock options.