KRISHNA ARVIND 4

What Happened
Arvind Krishna, Chairman, President & CEO of International Business Machines Corp (IBM), had 5,664 restricted stock units (RSUs) vest on 2026-02-18. Of those, 2,839 shares were withheld to satisfy tax withholding at $258.68 per share (total withheld ≈ $734,393), leaving a net issuance of 2,825 shares to him. The filing shows conversion/settlement of the RSU derivatives (code M) and tax withholding (code F).

Key Details

• Transaction date: 2026-02-18 (Form 4 filed 2026-02-19).
• Vesting/settlement: 5,664 RSUs converted to shares (reported as derivative exercise/conversion, code M).
• Tax withholding: 2,839 shares withheld at $258.68/share = $734,393 (code F).
• Net shares issued to Krishna: 5,664 − 2,839 = 2,825 shares.
• Footnotes: These were part of a 2/18/2025 RSU grant of 22,659 units; 5,664 vested 2/18/26 with remaining tranches vesting in subsequent years. Units were payable in cash or common stock upon lapse; this filing reports share settlement and withholding. (See F1–F3.)
• Filing timeliness: Reported the day after the transaction (appears timely).

Context
This was a routine release/settlement of RSUs, not an open-market purchase or a discretionary sale—shares were withheld solely to cover tax obligations. Such withholdings are common and do not necessarily signal management buying or selling intent. The derivative entries reflect conversion/settlement of RSUs into shares rather than an options-style cash exercise.