FORM 4
☐

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL BUSINESS MACHINES CORP [IBM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last)
(First)
(Middle)

IBM CORPORATION, ONE NEW ORCHARD ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
02/11/2024
(Street)

ARMONK, NY 10504
(City)
(State)
(Zip)
4. If Amendment, Date Original Filed(Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)

2. Transaction Date (Month/Day/Year)

2A. Deemed Execution Date, if any (Month/Day/Year)

3. Transaction Code (Instr. 8)

4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

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

Code

V

Amount

(A) or (D)

Price

Common Stock

02/11/2024 M 22,068A $ 0 66,980.301D 

Common Stock

02/11/2024 F 10,346D $185.51556,634.301D 


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

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

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

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

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

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

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Rst. Stock Unit (1)

$ 0 (2) 02/11/2024 M (3)   22,068  (2)   (2)

Common Stock

22,068 $ 0 14,714 (1) D 

Explanation of Responses:
1.

On 02/11/2020, the reporting person was granted 35,601 RSUs, 21,360 of which vested 02/11/24, and 14,241 of which will vest on 02/11/25. In connection with the spin-off of Kyndryl Holdings, Inc. on November 3, 2021, unvested Issuer restricted stock units were adjusted to reflect additional restricted stock units, which additional restricted stock units are included in the figures above.

2.

These units were payable in cash or the company's common stock upon the lapse of the restrictions on the transaction date shown.

3.

Release of restricted stock units.



Signatures

L. Mallardi on behalf of Robert Thomas

02/13/2024
** 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).
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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