Brown Marianne Catherine Form 4 Filed 2025-01-02

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 ^*

Brown Marianne Catherine

2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL BUSINESS MACHINES CORP [IBM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

(Last)

(First)

(Middle)

C/O SECRETARY'S OFFICE, IBM CORPORATION, ONE NEW ORCHARD ROAD

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2024

(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

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Promised Fee Share

$ 0 ⁽¹⁾

12/31/2024

A⁽²⁾

399

⁽³⁾

Common Stock

399

$219.83

1,904

Explanation of Responses:

1.	Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan are paid out after retirement in the company's common stock or cash.
2.	Deferral of fees into Promised Fee Shares under the terms of the IBM Board of Directors Deferred Compensation and Equity Award Plan.
3.	Distribution of Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan is deferred until retirement.

	Signatures
	L. Mallardi on behalf of M. C. Brown	01/02/2025
	** Signature of Reporting Person	Date
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: Dec 2, 2023

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 a member of the Board of Directors 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 a Board member of IBM.

					Very truly yours,


					/s/ Marianne C. Brown
					Marianne C. Brown