Thomas Robert David 4

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

AI-generated summary of this filing

Updated Feb 24, 2026

IBM Senior VP Thomas David Receives RSU Vesting; Shares Withheld

What Happened

Thomas Robert David, Senior Vice President at IBM, had restricted stock units (RSUs) vest on 2026-02-21. A total of 8,414 RSUs converted into shares (2,631 + 3,116 + 2,667). To satisfy tax withholding, 4,253 shares were withheld (1,329 + 1,575 + 1,349) at a withholding rate of $256.42 per share, totaling approximately $1,090,555. The remaining ~4,161 shares were delivered to him.
These were not open-market sales or purchases by the insider; they are the routine release/settlement of previously granted RSUs.

Key Details

Transaction date: 2026-02-21; Form 4 filed: 2026-02-23 (filed timely).
Vesting/Conversion entries (code M) show 8,414 shares converted; tax withholding (code F) shows 4,253 shares disposed at $256.42 each for ~$1,090,555 in total.
Shares retained (net delivered) after withholding: ~4,161 shares (8,414 vested − 4,253 withheld).
Relevant footnotes: these RSUs originate from prior grants (grants dated 2/21/22, 2/21/23, and 2/21/24 with staggered vesting schedules). Units were payable in cash or common stock upon lapse of restrictions.
Filing appears timely (reported within two business days of the 2/21/26 transaction).
Post-transaction total shares owned by the reporting person are not specified in the provided filing excerpt.

Context

This is a routine RSU vesting and tax-withholding transaction (codes: M = exercise/conversion of derivative/vesting; F = payment of tax liability via share withholding). It does not indicate an open-market sale decision by the insider — withholding of shares for taxes is common when equity awards vest.

Form 4

Period: 2026-02-21

Senior Vice President

Transactions

Exercise/Conversion
Common Stock
2026-02-21+2,631→ 71,269.979 total
Tax Payment
Common Stock
2026-02-21$256.42/sh−1,329$340,782→ 69,940.979 total
Exercise/Conversion
Common Stock
2026-02-21+3,116→ 73,056.979 total
Tax Payment
Common Stock
2026-02-21$256.42/sh−1,575$403,862→ 71,481.979 total
Exercise/Conversion
Common Stock
2026-02-21+2,667→ 74,148.979 total
Tax Payment
Common Stock
2026-02-21$256.42/sh−1,349$345,911→ 72,799.979 total
Exercise/Conversion
Rst. Stock Unit
[F1][F2][F3]
2026-02-21−2,631→ 0 total
Exercise: $0.00→ Common Stock (2,631 underlying)
Exercise/Conversion
Rst. Stock Unit
[F4][F2][F3]
2026-02-21−3,116→ 3,116 total
Exercise: $0.00→ Common Stock (3,116 underlying)
Exercise/Conversion
Rst. Stock Unit
[F5][F2][F3]
2026-02-21−2,667→ 5,333 total
Exercise: $0.00→ Common Stock (2,667 underlying)

Footnotes (5)

[F1]On 2/21/22, the reporting person was granted 10,515 RSUs, 2,628 of which vested on 2/21/23, 2,628 of which vested on 2/21/24, 2,628 of which vested on 2/21/25 and 2,631 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 12,463 RSUs, 3,115 of which vested on 2/21/24, 3,116 of which vested on 2/21/25, 3,116 of which vested on 2/21/26 and 3,116 of which will vest on 2/21/27.
[F5]On 2/21/24, the reporting person was granted 10,666 RSUs, 2,666 of which vested on 2/21/25, 2,667 of which vested on 2/21/26, 2,666 of which will vest on 2/21/27, and 2,667 of which will vest on 2/21/28.

Signature

L. Mallardi on behalf of R. Thomas|2026-02-23

1 file