LAMOREAUX NICKLE JACLYN 4

What Happened
Jaclyn Lamoreaux Nickle, Senior Vice President at International Business Machines Corp. (IBM), had performance share units vest for the 2023–2025 performance period and received 23,566 shares on 2026-02-01. To satisfy tax withholding, 11,564 of those shares were withheld/disposed at $303.75 per share, a withholding value of $3,512,623. The award shares are reported at $0 acquisition price (code A); the withholding sale is reported under code F.

Key Details

• Transaction date: 2026-02-01; filing date: 2026-02-02 (timely filing).
• Award: 23,566 shares granted/issued (price $0).
• Tax withholding/disposition: 11,564 shares disposed at $303.75 each, total $3,512,623 (code F).
• Shares owned after transaction: not specified in the Form 4 filing.
• Footnote: These shares resulted from PSUs that vested for the 2023–2025 performance period and were payable in cash or stock on the transaction date (F1).
• Transaction context: A = award/vesting; F = tax withholding.

Context
This was a routine vesting of performance share units with a portion of shares withheld to cover tax obligations — a common administrative event that does not necessarily reflect a change in the insider’s view of the company. The withheld shares satisfy taxes rather than representing an open-market investment decision or voluntary sale.