KAVANAUGH JAMES J 4

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

AI-generated summary of this filing

Updated Feb 24, 2026

IBM CFO James Kavanaugh Receives RSUs; Shares Withheld

What Happened

James J. Kavanaugh, Senior Vice President and Chief Financial Officer of IBM, had restricted stock units (RSUs) vest on 2026-02-21. A total of 9,832 shares were issued upon vesting (3,380 + 3,575 + 2,877).
To cover tax withholding, 4,928 shares were surrendered (disposed) at the per-share valuation used in the filing ($256.42), generating $1,263,638 in tax withholding. The gross value of the vested shares was about $2.52M; after withholding, Kavanaugh received roughly 4,904 net shares worth about $1.26M.
This was a vesting/release of awards (not an open-market sale or purchase). The filing shows the RSUs converted into shares (or cash alternative) and tax withholding was satisfied by share surrender (net settlement).

Key Details

Transaction date: 2026-02-21; Form 4 filed 2026-02-23.
Per-share valuation used for withholding: $256.42.
Shares involved: 9,832 shares vested (3,380; 3,575; 2,877). 4,928 shares withheld for taxes (1,694; 1,792; 1,442). Net issued to insider: ~4,904 shares.
Dollar amounts: Gross value ≈ $2,521,121; tax withholding ≈ $1,263,638; net value ≈ $1,257,483 (rounded).
Transaction codes: M = exercise/conversion of derivative (RSU release); F = payment of exercise price or tax liability (share withholding).
Shares owned after transaction: Not specified in the provided filing excerpt.
Filing timeliness: Form filed 2 days after the transaction date; no late filing indicated in the record excerpt.

Context

These entries reflect scheduled RSU vesting from prior awards (footnotes show grants in 2022, 2023 and 2024 with multi-year vesting schedules). Footnotes state units were payable in cash or stock upon lapse of restrictions.
The tax withholding indicates a net settlement (shares surrendered to satisfy tax obligations), which is common for RSU vesting and does not necessarily signal a directional view on the stock.
This is insider award activity (release of compensation), not an open-market sale or purchase by the officer.

Form 4

Period: 2026-02-21

Sr. VP and CFO

Transactions

Exercise/Conversion
Common Stock
2026-02-21+3,380→ 173,867.907 total
Tax Payment
Common Stock
2026-02-21$256.42/sh−1,694$434,375→ 172,173.907 total
Exercise/Conversion
Common Stock
2026-02-21+3,575→ 175,748.907 total
Tax Payment
Common Stock
2026-02-21$256.42/sh−1,792$459,505→ 173,956.907 total
Exercise/Conversion
Common Stock
2026-02-21+2,877→ 176,833.907 total
Tax Payment
Common Stock
2026-02-21$256.42/sh−1,442$369,758→ 175,391.907 total
Exercise/Conversion
Rst. Stock Unit
[F1][F2][F3]
2026-02-21−3,380→ 0 total
Exercise: $0.00→ Common Stock (3,380 underlying)
Exercise/Conversion
Rst. Stock Unit
[F4][F2][F3]
2026-02-21−3,575→ 3,575 total
Exercise: $0.00→ Common Stock (3,575 underlying)
Exercise/Conversion
Rst. Stock Unit
[F5][F2][F3]
2026-02-21−2,877→ 5,754 total
Exercise: $0.00→ Common Stock (2,877 underlying)

Footnotes (5)

[F1]On 2/21/22, the reporting person was granted 13,520 RSUs, 3,380 of which vested on 2/21/23, 3,380 of which vested on 2/21/24, 3,380 of which vested on 2/21/25 and 3,380 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 14,299 RSUs, 3,574 of which vested on 2/21/24, 3,575 of which vested on 2/21/25, 3,575 of which vested on 2/21/26 and 3,575 of which will vest on 2/21/27.
[F5]On 2/21/24, the reporting person was granted 11,508 RSUs, 2,877 of which vested on 2/21/25, 2,877 of which vested on 2/21/26, 2,877 of which will vest on 2/21/27, and 2,877 of which will vest on 2/21/28.

Signature

L. Mallardi on behalf of J. J. Kavanaugh|2026-02-23

1 file