KAVANAUGH JAMES J 4

What Happened

• James J. Kavanaugh, Senior Vice President and Chief Financial Officer of IBM, had 2,719 restricted stock units (RSUs) vest on 2026-02-18. The vesting resulted in the acquisition/conversion of 2,719 shares at $0.00 per share.
• To cover tax withholding, 1,363 shares were surrendered/disposed at $258.68 per share, totaling $352,581. After withholding, Kavanaugh retained a net 1,356 shares from this vesting.
• This was a routine RSU vesting and tax-withholding event (not an open-market purchase or voluntary sale).

Key Details

• Transaction date: 2026-02-18; Form 4 filed: 2026-02-19.
• Acquired: 2,719 shares (RSU vest) at $0.00 (derivative conversion). Withheld/disposed: 1,363 shares at $258.68 each = $352,581.
• Net shares retained from this vesting: 1,356 (2,719 vested − 1,363 withheld).
• Footnotes: The RSUs came from a grant on 2/18/2025 of 10,877 RSUs with staged vesting (2,719 vested 2/18/26, and remaining tranches in later years). Units are payable in cash or common stock upon vesting; this filing notes release/settlement of the restricted stock units.
• Shares owned after transaction: not reported on the Form 4.
• Filing appears timely (filed the next day); no 10b5-1 plan or late filing flags on the form.

Context

• This was a standard equity compensation event (RSU vesting) with a cashless-like settlement for taxes (shares withheld), not an open-market sale or purchase—so it should not be read as a directional market bet by the insider.
• For retail investors, purchases by insiders are typically more informative; vesting and tax-withholding events are routine and reflect compensation being settled rather than active trading.