LAMOREAUX NICKLE JACLYN 4

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

AI-generated summary of this filing

Updated Feb 24, 2026

IBM SVP Jaclyn Lamoreaux Nickle Receives RSUs; Sells Shares for Taxes

What Happened

Jaclyn Lamoreaux Nickle, Senior Vice President at IBM, had restricted stock units (RSUs) vest on 2026-02-21 that converted into 4,391 shares. Per the filing, 2,243 of those shares were surrendered/sold to cover tax withholding at $256.42 per share, totaling about $575,150. The remaining 2,148 shares were retained by the reporting person.
This was not a market-driven sale for cash besides tax withholding — it reflects RSU vesting and the routine surrender of shares to satisfy tax obligations (transaction codes: M = conversion of derivative/vesting, F = payment of tax liability).

Key Details

Transaction date: 2026-02-21; Filing date: 2026-02-23 (timely filing).
Withheld/disposed shares: 538, 888, and 817 shares (total 2,243) at $256.42 per share; total value of shares withheld ≈ $575,150.
Shares issued from vesting: 1,053 + 1,738 + 1,600 = 4,391 shares.
Net shares retained after withholding: 4,391 − 2,243 = 2,148 shares.
Relevant footnotes: grants dated 2/21/22, 2/21/23, and 2/21/24 produced the RSUs that vested (footnotes F1, F4, F5); units were payable in cash or stock and this filing reflects release of RSUs and tax-withholding (F2, F3).
No indication of a 10b5-1 plan or that this was a discretionary open-market sale — treatment appears to be routine tax withholding on vesting.

Context

This transaction is a routine RSU vesting and cashless tax withholding, not an active sell decision for investment purposes. For retail investors, purchases or open-market buys by insiders often carry more informational weight; here the primary event is receipt of compensation (award) with shares withheld for taxes.

Form 4

Period: 2026-02-21

Senior Vice President

Transactions

Exercise/Conversion
Common Stock
2026-02-21+1,053→ 55,660.337 total
Tax Payment
Common Stock
2026-02-21$256.42/sh−538$137,954→ 55,122.337 total
Exercise/Conversion
Common Stock
2026-02-21+1,738→ 56,860.337 total
Tax Payment
Common Stock
2026-02-21$256.42/sh−888$227,701→ 55,972.337 total
Exercise/Conversion
Common Stock
2026-02-21+1,600→ 57,572.337 total
Tax Payment
Common Stock
2026-02-21$256.42/sh−817$209,495→ 56,755.337 total
Exercise/Conversion
Rst. Stock Unit
[F1][F2][F3]
2026-02-21−1,053→ 0 total
Exercise: $0.00→ Common Stock (1,053 underlying)
Exercise/Conversion
Rst. Stock Unit
[F4][F2][F3]
2026-02-21−1,738→ 1,738 total
Exercise: $0.00→ Common Stock (1,738 underlying)
Exercise/Conversion
Rst. Stock Unit
[F5][F2][F3]
2026-02-21−1,600→ 3,200 total
Exercise: $0.00→ Common Stock (1,600 underlying)

Footnotes (5)

[F1]On 2/21/22, the reporting person was granted 4,206 RSUs, 1,051 of which vested on 2/21/23, 1,051 of which vested on 2/21/24, 1,051 of which vested on 2/21/25 and 1,053 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 6,952 RSUs, 1,738 of which vested on 2/21/24, 1,738 of which vested on 2/21/25, 1,738 of which vested on 2/21/26 and 1,738 of which will vest on 2/21/27.
[F5]On 2/21/24, the reporting person was granted 6,400 RSUs, 1,600 of which vested on 2/21/25, 1,600 of which vested on 2/21/26, 1,600 of which will vest on 2/21/27, and 1,600 of which will vest on 2/21/28.

Signature

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

1 file