FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *

Thomas Robert David

2. Date of Event Requiring Statement (Month/Day/Year)

12/12/2023

3. Issuer Name and Ticker or Trading Symbol

INTERNATIONAL BUSINESS MACHINES CORP [IBM]
(Last)
(First)
(Middle)


IBM CORPORATION, ONE NEW ORCHARD ROAD

4. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President

5. If Amendment, Date Original Filed (Month/Day/Year)

(Street)

ARMONK, NY 10504
(City)
(State)
(Zip)

6. Individual or Joint/Group Filing

(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)

2. Amount of Securities Beneficially Owned (Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)

4. Nature of Indirect Beneficial Ownership (Instr. 5)

Common Stock

33,482.301
D
 


Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)

2. Date Exercisable and Expiration Date (Month/Day/Year)

3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)

4. Conversion or Exercise Price of Derivative Security

5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)

6. Nature of Indirect Beneficial Ownership (Instr. 5)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Rst. Stock Unit

  (1)   (1)

Common Stock

36,782 $ 0 D 

Rst. Stock Unit

  (2)   (2)

Common Stock

3,673 $ 0 D 

Rst. Stock Unit

  (3)   (3)

Common Stock

6,885 $ 0 D 

Rst. Stock Unit

  (4)   (4)

Common Stock

7,887 $ 0 D 

Rst. Stock Unit

  (5)   (5)

Common Stock

12,463 $ 0 D 

Emp. Stock Option (right to buy)

02/21/2023 (6) 02/20/2032 (6)

Common Stock

73,583 $124.51D 

Emp. Stock Option (right to buy)

02/21/2024 (7) 02/20/2033 (7)

Common Stock

74,758 $133D 

Phantom Stock

  (8)   (8)

Common Stock

5 (8) D 



Explanation of Responses:

Upon lapse of the restrictions, these units are payable in cash or the company's common stock. The restrictions lapse for 22,068 of these units on Feb 11, 2024, and for 14,714 of these units on Feb 11, 2025.

These units are payable in cash or the company's common stock upon lapse of the restrictions on June 8, 2024.

Upon lapse of the restrictions, these units are payable in cash or the company's common stock. The restrictions lapse for 3,442 of these units on June 8, 2024, and for 3,443 of these units on June 8, 2025.

Upon lapse of the restrictions, these units are payable in cash or the company's common stock. The restrictions lapse for 2,628 of these units on Feb 21, 2024, for 2,628 of these units on Feb 21, 2025, and for 2,631 of these units on Feb 21, 2026.

Upon lapse of the restrictions, these units are payable in cash or the company's common stock. The restrictions lapse for 3,115 of these units on Feb 21, 2024, for 3,116 of these units on Feb 21, 2025, for 3,116 of these units on Feb 21, 2026, and for 3,116 of these units on Feb 21, 2027.

These derivative securities vest in four equal annual installments; the most recent vesting occurred on the date exercisable shown above. All expire on the expiration date shown above.

These derivative securities vest in four equal annual installments, the first vesting being on the date exercisable shown above. All expire on the expiration date shown above.

Phantom stock units acquired under the IBM Excess 401(k) Plus Plan convert to the cash value of the company's common stock on a one-for-one basis, and distribution is deferred until separation from the company. The reporting person may transfer some of these phantom stock units into an alternative investment account under such plan.



Signatures

L. Lalli on behalf of Robert Thomas

12/19/2023
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

International Business Machines Corporation
New Orchard Road
Armonk, NY 10504


Date: _____________


Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549


I hereby authorize each of the following individuals,
whose signatures appear below, as well as each of the
International Business Machines Corporation (IBM) employees
holding the titles of Secretary; Vice President, Total Rewards;
Director, IBM Corporate Compensation; and any employee of IBM
designated in writing by the Secretary of IBM, to sign and file
on my behalf as an executive officer of IBM any Securities and
Exchange Commission forms or documents in connection with any
transactions by me in IBM securities, including without limitation
Form 3, Form 4, and Form 5 under the Securities Exchange Act of 1934
and Form 144 under the Securities Act of 1933. The specimen signatures
provided below may be signed on separate documents, and such documents
taken together shall constitute a single document.

M. Tarsia	_____________ /s/ M. Tarsia_______________
L. Lalli	_____________ /s/ L. Lalli________________
L. Mallardi	_____________ /s/ L. Mallardi_____________
J. Mancillas	_____________ /s/ J. Mancillas____________
F. Sedlarcik	_____________ /s/ F. Sedlarcik____________
L. Sousa	_____________ /s/ L. Sousa________________
A. Plenge	_____________ /s/ A. Plenge_______________
A. Servello	_____________ /s/ A. Servello_____________

This authorization shall remain in effect for as long as
I remain an executive officer of IBM.


Very truly yours,




__________________________________________
Rob Thomas