Fehring Nicolas A. 4

What Happened
Nicolas A. Fehring, Vice President and Controller of International Business Machines Corp. (IBM), had restricted stock units (RSUs) vest on 2026-02-21. A total of 1,568 RSUs converted into shares. To satisfy tax withholding obligations, 795 of those shares were withheld (disposed) at $256.42 per share for a total withholding value of $203,853. The net result was delivery of 773 shares to Fehring. These transactions reflect routine RSU vesting and tax-withholding rather than an open-market sale or purchase.

Key Details

• Transaction date: 2026-02-21.
• Conversion/exercise entries (code M): 396, 540 and 632 RSUs converted (total 1,568). Price shown for conversion: $0 (derivative conversion).
• Tax withholding (code F): 201, 274 and 320 shares withheld at $256.42 each, totaling $203,853.
• Net shares delivered to insider after withholding: 773 shares (1,568 converted − 795 withheld).
• Shares owned after the transaction: not stated in the provided data.
• Footnotes: these items are releases of previously granted RSUs (grants dated 2/21/22, 2/21/23, 2/21/24 with scheduled vesting described in the filing). The units were payable in cash or common stock upon lapse of restrictions.
• Filing timeliness: Report period 2026-02-21; filing date 2026-02-23 — timely (not indicated as late).

Context
These entries reflect RSU vesting and the common practice of withholding shares to cover tax liabilities (a cashless withholding), not a discretionary market sale. The "M" codes indicate conversion/exercise of the derivative awards (RSUs) and the "F" codes indicate shares surrendered to pay taxes. Such withholding is routine and does not necessarily signal the insider's view of the company's stock.