International Business Machines Corporation filed SEC Form 8-K: Financial Statements and Exhibits

 

Title of each class	Capital stock, par value $.20 per share
Trading symbol	IBM
	Common Stock

 

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: January 29, 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 Chicago
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
3.625% 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
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
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
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. ¨

 

 

 

Financial Statements and Exhibits.

 

This Current Report on Form 8-K is being filed to incorporate by reference into Registration Statement No. 333-276739 on Form S-3, effective January 29, 2024, the documents included as (1) Exhibits 1.1, 4.1, 4.2, 4.3 and 4.4 relating to €3,500,000,000 aggregate principal amount of debt securities of the Registrant (the “Euro Notes”), (2) Exhibits 1.2, 4.5, 4.6, 4.7, 4.8 and 4.9 relating to $3,250,000,000 aggregate principal amount of debt securities of the Registrant (the “USD Notes” and, together with the Euro Notes, the “Notes”) and (3) Exhibits 5.1 and 23.1 regarding the Notes. The Euro and the USD Notes were offered by means of separate prospectus supplements.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit  No.		Description of Exhibit
1.1		Underwriting Agreement dated January 29, 2026 among International Business Machines Corporation and Citigroup Global Markets Limited, BNP PARIBAS, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC, HSBC Bank plc, Merrill Lynch International, Mizuho International plc, Canadian Imperial Bank of Commerce, London Branch, Société Générale, TD Global Finance unlimited company, Academy Securities, Inc. and Cabrera Capital Markets LLC, as the Underwriters
1.2		Underwriting Agreement dated January 29, 2026 among International Business Machines Corporation and Citigroup Global Markets Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc. and Mizuho Securities USA LLC, as the Representatives of the Underwriters
4.1		Form of 3.000% Note due 2031
4.2		Form of 3.450% Note due 2034
4.3		Form of 3.850% Note due 2038
4.4		Form of Floating Rate Note due 2028
4.5		Form of 4.000% Note due 2029
4.6		Form of 4.300% Note due 2031
4.7		Form of 4.600% Note due 2033
4.8		Form of 4.950% Note due 2036
4.9		Form of 5.800% Note due 2056
5.1		Opinion of Jane P. Edwards, Vice President, Assistant General Counsel and Secretary regarding the Notes
23.1		Consent of Jane P. Edwards, Vice President, Assistant General Counsel and Secretary (included in Exhibit 5.1)
104		Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

 

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: February 2, 2026
	By:	/s/ Brien Wierzchowski
		Brien Wierzchowski
		Vice President and Treasurer