KAVANAUGH JAMES J 4

What Happened
James J. Kavanaugh, Senior Vice President and Chief Financial Officer of International Business Machines Corp. (IBM), received 48,474 performance share units (PSUs) that vested on Feb 1, 2026. To satisfy tax withholding on the vesting, 23,816 shares were disposed at $303.75 per share, for a total of $7,234,229. The award portion was reported as an acquisition (A) and the tax withholding as a disposition (F).

Key Details

• Transaction dates: 2026-02-01 (period of report); Form 4 filed 2026-02-02 (timely filing).
• Award: 48,474 shares granted/paid upon vesting (code A) at $0.00 per share (PSU payout).
• Tax withholding/disposition: 23,816 shares disposed (code F) at $303.75 per share; proceeds ≈ $7,234,229.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Footnote: F1 — These shares result from PSUs that vested for the 2023–2025 performance period and were payable in cash or common stock on the transaction date shown. The disposition represents shares withheld/sold to satisfy tax liability.

Context
This is a routine executive compensation event: PSUs vested and were settled, and a portion of shares was withheld/sold to cover tax obligations (a common practice). Such withholding sales are administrative and do not necessarily signal the insider’s view on the stock.