SEC Form 8-A12B filed by International Business Machines Corporation

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

Form 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934

INTERNATIONAL BUSINESS MACHINES
CORPORATION

(Exact name of registrant as specified in its charter)

Securities to be registered pursuant to Section 12(b) of the Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A. (d) or (e), check the following box. ¨

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-276739

Securities to be registered pursuant to Section 12(g) of the Act:

None

The description of the securities to be registered is contained in the Prospectus Supplement dated January 29, 2026, and the Prospectus dated January 29, 2024, copies of which were electronically transmitted for filing with the Commission pursuant to Rule 424(b) on January 30, 2026, each of which form a part of the Registrant’s Registration Statement on Form S-3 (No. 333-276739), and is incorporated herein by reference.

I. The following exhibits are filed with the Commission and the New York Stock Exchange, Inc.:

2.1     - Form of the Registrant’s €1,000,000,000 3.000% Notes Due 2031.

2.2     - Form of the Registrant’s €1,000,000,000 3.450% Notes Due 2034.

2.3     - Form of the Registrant’s €750,000,000 3.850% Notes Due 2038.

2.4     - Form of the Registrant’s €750,000,000 Floating Rate Notes Due 2028.

2.5     - Indenture dated as of October 1, 1993 between IBM and The Bank of New York Mellon, as Trustee (filed as Exhibit 4.1 to IBM’s Form 10-Q for the quarter ended September 30, 2017 and hereby incorporated by reference).

2.6     - First Supplemental Indenture to Indenture dated as of October 1, 1993 between IBM and The Bank of New York Mellon, as Trustee, dated as of December 15, 1995 (filed as Exhibit 4.2 to IBM’s Form 10-Q for the quarter ended September 30, 2017 and hereby incorporated by reference).

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

INTERNATIONAL BUSINESS MACHINES CORPORATION
(Registrant)

Date: February 2, 2026