Thomas Robert David 4

What Happened
Thomas R. David, Senior Vice President at International Business Machines Corp (IBM), received 42,247 shares on Feb 1, 2026 as the result of vested performance share units (award). To satisfy tax withholding obligations, 20,879 of those shares were surrendered/disposed at $303.75 per share, totaling $6,342,101. The award shares show a $0 acquisition price (typical for vested awards paid in stock).

Key Details

• Transaction date: 2026-02-01; Form filed: 2026-02-02.
• Award (code A): 42,247 shares acquired at $0.00 (vesting of performance share units for the 2023–2025 performance period).
• Tax withholding (code F): 20,879 shares disposed at $303.75 each, total value $6,342,101.
• Shares owned after the transaction: not specified in this filing.
• Footnote: These shares resulted from performance share units that vested at the end of the 2023–2025 performance period and were payable in cash or common stock on the transaction date. The “disposal” reflects tax withholding, not an open-market sale.

Context
This is a routine vesting and tax-withholding event for equity compensation (not a market purchase or a trading decision). When PSUs vest, companies commonly withhold or sell a portion of the shares to cover taxes; that appears to be what occurred here. Such transactions are standard compensation mechanics and do not necessarily signal insider sentiment about the stock.