COHN GARY D 4

4 · INTERNATIONAL BUSINESS MACHINES CORP · Filed Feb 23, 2026

AI-generated summary of this filing

Updated Feb 24, 2026

IBM Vice Chairman Gary Cohn Receives Vested RSUs; Shares Withheld

What Happened

Gary D. Cohn, Vice Chairman of International Business Machines Corp. (IBM), had restricted stock units (RSUs) vest on 2026-02-21. A total of 7,582 shares were issued (2,725 + 2,611 + 2,246) at $0 cost on vesting.
To cover tax liabilities, 4,194 shares were surrendered/withheld (1,507 + 1,444 + 1,243) at an indicated withholding price of $256.42 per share, totaling $1,075,425. After withholding, he received approximately 3,388 net shares (7,582 − 4,194).
This was not an open-market sale or purchase — it was the scheduled release/settlement of previously granted RSUs (compensation).

Key Details

Transaction date: 2026-02-21; Form 4 filed: 2026-02-23 (filed within the standard 2-business-day window).
Withholding price used: $256.42 per share for the tax payment transactions.
Shares acquired on vesting: 7,582; shares withheld for taxes: 4,194; net shares issued to the insider: ~3,388.
Footnotes: These RSUs stem from prior grants (2/21/22, 2/21/23, 2/21/24) with the specific tranches vesting on 2/21/26. Units were payable in cash or common stock upon lapse of restrictions.
Transaction codes: M = option/derivative exercise/settlement (RSU conversion); F = payment of exercise price or tax liability (share withholding).

Context

This is a routine compensation event (RSU vesting) rather than an investment purchase or open-market sale; share withholding to cover taxes is common and does not necessarily signal insider sentiment.
For retail investors, purchases are often more informative about insider conviction; vested awards are part of normal executive pay and reflect prior grants rather than a new buy or sell decision.

Form 4

Period: 2026-02-21

Vice Chairman

Transactions

Exercise/Conversion
Common Stock
2026-02-21+2,725→ 109,927.186 total
Tax Payment
Common Stock
2026-02-21$256.42/sh−1,507$386,425→ 108,420.186 total
Exercise/Conversion
Common Stock
2026-02-21+2,611→ 111,031.186 total
Tax Payment
Common Stock
2026-02-21$256.42/sh−1,444$370,270→ 109,587.186 total
Exercise/Conversion
Common Stock
2026-02-21+2,246→ 111,833.186 total
Tax Payment
Common Stock
2026-02-21$256.42/sh−1,243$318,730→ 110,590.186 total
Exercise/Conversion
Rst. Stock Unit
[F1][F2][F3]
2026-02-21−2,725→ 0 total
Exercise: $0.00→ Common Stock (2,725 underlying)
Exercise/Conversion
Rst. Stock Unit
[F4][F2][F3]
2026-02-21−2,611→ 2,612 total
Exercise: $0.00→ Common Stock (2,611 underlying)
Exercise/Conversion
Rst. Stock Unit
[F5][F2][F3]
2026-02-21−2,246→ 4,491 total
Exercise: $0.00→ Common Stock (2,246 underlying)

Footnotes (5)

[F1]On 2/21/22, the reporting person was granted 10,891 RSUs, 2,722 of which vested on 2/21/23, 2,722 of which vested on 2/21/24, 2,722 of which vested on 2/21/25 and 2,725 of which vested on 2/21/26.
[F2]These units were payable in cash or the company's common stock upon the lapse of the restrictions on the transaction date shown.
[F3]Release of restricted stock units.
[F4]On 2/21/23, the reporting person was granted 10,446 RSUs, 2,611 of which vested on 2/21/24, 2,612 of which vested on 2/21/25, 2,611 of which vested on 2/21/26 and 2,612 of which will vest on 2/21/27.
[F5]On 2/21/24, the reporting person was granted 8,982 RSUs, 2,245 of which vested on 2/21/25, 2,246 of which vested on 2/21/26, 2,245 of which will vest on 2/21/27, and 2,246 of which will vest on 2/21/28.

Signature

L. Mallardi on behalf of G. D. Cohn|2026-02-23

1 file