KAVANAUGH JAMES J 4

What Happened

• James J. Kavanaugh, Senior Vice President and Chief Financial Officer of IBM, received two awards of derivative securities on Feb 26, 2026: 10,364 units and 41,455 units (total 51,819 units). Each grant shows an acquisition price of $0.00 (i.e., an award/grant, not a cash purchase or sale).
• These are derivative awards (commonly restricted stock units or similar compensation units) that convert to cash or IBM common stock upon vesting; they are compensation grants rather than open-market buys or sales.

Key Details

• Transaction date: 2026-02-26; Filing date: 2026-02-27 (timely).
• Grants: 10,364 units @ $0.00 and 41,455 units @ $0.00 (transaction code A = Award/Grant).
• Vesting/settlement:
  • The 10,364-unit award vests in four annual installments of 2,591 units each on Feb 26 of 2027, 2028, 2029 and 2030; upon vesting these units are payable in cash or common stock (Footnote F1).
  • The 41,455-unit award vests in four equal annual installments, with the first vesting on the date exercisable shown; all expire on the stated expiration date (Footnote F2).
• Shares owned after the transaction: not disclosed in the provided filing excerpt.
• No late filing flag; this was filed the day after the report period (appears timely).

Context

• These awards are standard executive compensation and represent future potential ownership or cash payouts if vesting conditions are met; they do not reflect an immediate cash purchase or sale. Vesting schedules align the CFO’s incentives with multi-year performance or retention.
• Because the awards may settle in cash or stock, the ultimate dilutive impact (if settled in shares) or cash expense (if settled in cash) will depend on how IBM elects to settle at each vesting date.