COHN GARY D 4

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.