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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: October 1, 2026
(Date of earliest event reported)
INTERNATIONAL BUSINESS MACHINES CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| New York | | 1-2360 | | 13-0871985 |
| (State of Incorporation) | | (Commission File Number) | | (IRS employer Identification No.) |
| | | | | | | | | | | |
One New Orchard Road Armonk, New York | | | 10504 |
| (Address of principal executive offices) | | | (Zip Code) |
914-499-1900
(Registrant’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Capital stock, par value $.20 per share | | IBM | | New York Stock Exchange |
| | | | NYSE Texas |
| 0.300% Notes due 2026 | | IBM 26B | | New York Stock Exchange |
| 1.250% Notes due 2027 | | IBM 27B | | New York Stock Exchange |
| 3.375% Notes due 2027 | | IBM 27F | | New York Stock Exchange |
| 0.300% Notes due 2028 | | IBM 28B | | New York Stock Exchange |
| 1.750% Notes due 2028 | | IBM 28A | | New York Stock Exchange |
| 1.500% Notes due 2029 | | IBM 29 | | New York Stock Exchange |
| 0.875% Notes due 2030 | | IBM 30A | | New York Stock Exchange |
| 2.900% Notes due 2030 | | IBM 30C | | New York Stock Exchange |
| 1.750% Notes due 2031 | | IBM 31 | | New York Stock Exchange |
| 3.000% Notes due 2031 | | IBM 31A | | New York Stock Exchange |
| 3.625% Notes due 2031 | | IBM 31B | | New York Stock Exchange |
| 0.650% Notes due 2032 | | IBM 32A | | New York Stock Exchange |
| 3.150% Notes due 2033 | | IBM 33A | | New York Stock Exchange |
| 3.450% Notes due 2034 | | IBM 34A | | New York Stock Exchange |
| 1.250% Notes due 2034 | | IBM 34 | | New York Stock Exchange |
| 3.750% Notes due 2035 | | IBM 35 | | New York Stock Exchange |
| 3.450% Notes due 2037 | | IBM 37 | | New York Stock Exchange |
| 3.850% Notes due 2038 | | IBM 38B | | New York Stock Exchange |
| 4.875% Notes due 2038 | | IBM 38 | | New York Stock Exchange |
| 1.200% Notes due 2040 | | IBM 40 | | New York Stock Exchange |
| 4.000% Notes due 2043 | | IBM 43 | | New York Stock Exchange |
| 3.800% Notes due 2045 | | IBM 45A | | New York Stock Exchange |
| Floating Rate Notes due 2028 | | IBM 28E | | New York Stock Exchange |
| 6.22% Debentures due 2027 | | IBM 27 | | New York Stock Exchange |
| 6.50% Debentures due 2028 | | IBM 28 | | New York Stock Exchange |
| 5.875% Debentures due 2032 | | IBM 32D | | New York Stock Exchange |
| 7.00% Debentures due 2045 | | IBM 45 | | New York Stock Exchange |
| 7.125% Debentures due 2096 | | IBM 96 | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02(d). Election of Directors.
On October 1, 2026, IBM announced that Frank Baker, Co-founder and Managing Partner of Siris Capital Group, LLC, has been elected to the IBM Board of Directors, effective October 1, 2026. Mr. Baker joined the Directors and Corporate Governance Committee.
IBM’s compensatory and other arrangements for non-management directors are set forth in the company’s Proxy Statement, dated March 10, 2026. The press release is attached as Exhibit 99.1 of this Form 8-K.
Item 5.03(a). Amendment to By-laws.
In connection with the election of Frank Baker to the IBM Board of Directors, effective October 1, 2026, Article III, Section 2 of the Company's By-laws was amended to increase the number of directors to fourteen, effective October 1, 2026. Exhibit 3.2 of this Form 8-K contains IBM's amended By-laws.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
The following exhibits are being filed as part of this report:
| | | | | | | | |
| Exhibit No. | | Description of Exhibit |
| 3.2 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
The following exhibit is being furnished as part of this report:
| | | | | | | | |
| Exhibit No. | | Description of Exhibit |
| 99.1 | | |
IBM’s web site (www.ibm.com) contains a significant amount of information about IBM, including financial and other information for investors (www.ibm.com/investor/). IBM encourages investors to visit its various web sites from time to time, as information is updated and new information is posted.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| | | | | | | | |
| Date: October 1, 2026 | |
| | |
| By: | /s/ Jane P. Edwards |
| | Jane P. Edwards |
| | Vice President, Assistant General Counsel and Secretary |