INTERNATIONAL BUSINESS MACHINES CORP·4

Feb 27, 4:53 PM ET

COHN GARY D 4

4 · INTERNATIONAL BUSINESS MACHINES CORP · Filed Feb 27, 2026

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IBM Vice Chairman Gary Cohn Receives 52,823-Unit Award

What Happened Gary D. Cohn, Vice Chairman of IBM, was granted a total of 52,823 derivative units on February 26, 2026 in two awards: 10,565 units and 42,258 units. The awards were granted at an acquisition price of $0 (i.e., they are compensatory awards/RSU-style derivative securities rather than open-market purchases or sales).

Key Details

  • Transaction date: 2026-02-26; Form 4 filed 2026-02-27 (timely filing).
  • Award amounts: 10,565 units (Footnote F1) and 42,258 units (Footnote F2); total = 52,823 units. Acquisition price reported as $0.
  • Vesting/settlement notes:
    • F1: The 10,565 units are payable in cash or IBM common stock. They lapse in four installments: 2,641 units on Feb 26 of 2027, 2028 and 2029, and 2,642 units on Feb 26, 2030.
    • F2: The 42,258 units vest in four equal annual installments (first vesting on the date exercisable shown in the filing); they are derivative securities and have an expiration as noted in the filing.
  • Shares owned after transaction: Not disclosed in the supplied excerpt of this Form 4.
  • Transaction code: A = Award/Grant (derivative securities).

Context These are compensatory derivative awards (similar to restricted stock units/deferred stock units) that do not result in immediate stock ownership until they vest and are settled (in cash or shares per F1). Such grants are routine for executives as part of long-term compensation and do not by themselves indicate a buy or sell signal.

Insider Transaction Report

Form 4
Period: 2026-02-26
COHN GARY D
Vice Chairman
Transactions
  • Award

    Rst. Stock Unit

    [F1]
    2026-02-26+10,56510,565 total
    Exercise: $0.00Common Stock (10,565 underlying)
  • Award

    Emp. Stock Option (right to buy)

    [F2]
    2026-02-26+42,25842,258 total
    Exercise: $243.22From: 2027-02-26Exp: 2036-02-25Common Stock (42,258 underlying)
Footnotes (2)
  • [F1]Upon lapse of the restrictions, these units are payable in cash or the company's common stock. The restrictions lapse for 2,641 of these units on February 26, 2027, 2,641 of these units on February 26, 2028, 2,641 of these units on February 26, 2029, and 2,642 of these units on February 26, 2030.
  • [F2]These derivative securities vest in four equal annual installments, the first vesting being on the date exercisable shown. All expire on the expiration date shown above.
Signature
L. Mallardi on behalf of G. D. Cohn|2026-02-27

Documents

1 file
  • 4
    primarydocument.xmlPrimary

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