KAVANAUGH JAMES J 4

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.