INTERNATIONAL BUSINESS MACHINES CORP

Distributed Infrastructure revenue increased 37.3 percent as reported (37.5 percent adjusted for currency), with double-digit growth in both Storage and Power.

Segment profit decreased 39.7 percent to $108 million and segment profit margin decreased 49.9 points to 58.0 percent, respectively, in the second quarter of 2026 compared to the prior-year period.

Our recurring revenue base, which is approximately 80 percent of Software revenue, delivered healthy growth, reflecting demand for our offerings.

For the second quarter of 2026, Software revenue of $7,761 million increased 5.1 percent as reported (4.6 percent adjusted for currency) compared to the prior-year period.

One New Orchard Road Armonk, New York 10504

INTERNATIONAL BUSINESS MACHINES CORPORATION

To date, IBM has deployed over 90 quantum systems, including more quantum computers than reported by all other industry players combined.

The Plan authorizes certain incentive compensation awards to be granted to employees (including the officers of the Company) and independent contractors providing services to the Company and its subsidiaries, subject to the terms and conditions of the Plan.

For the three months ended March 31, 2026, financing revenue increased 14.8 percent as reported (10.2 percent adjusted for currency) compared to the prior-year period, primarily driven by an increase in client financing assets.

Our book-to-bill ratio for the trailing twelve-months was 1.04.

Across Software, our annual recurring revenue (ARR) was solid at $24.6 billion, which increased approximately $3 billion as reported year to year.

Infrastructure revenue of $3,326 million increased 15.3 percent as reported and 11.7 percent adjusted for currency in the first quarter of 2026 compared to the prior-year period, with Hybrid Infrastructure increasing 28.1 percent as reported (24.8 percent adjusted for currency) and Infrastructure Support decreasing 1.8 percent as reported (5.7 percent adjusted for currency).

The acquisition was integrated into the Software segment.

Goodwill of $7,136 million and $89 million was assigned to the Software and Consulting segments, respectively.

Software revenue of $7,052 million increased 11.3 percent as reported (7.9 percent adjusted for currency) in the first quarter of 2026 compared to the prior-year period, with growth in all lines of business.

Consulting signings increased 8.5 percent as reported and 6.0 percent adjusted for currency for the three months ended March 31, 2026, compared to the prior-year period.

At March 31, 2026, backlog was $31.3 billion.

OpenShift had strong year-to-year growth in the first quarter and now represents a $2 billion annual recurring revenue business.

IBM Bob became generally available in March.

INTERNATIONAL BUSINESS MACHINES CORPORATION

The ratio of the Chairman, President and CEO’s annual total compensation to that of the median employee’s annual total compensation is 765:1.

INTERNATIONAL BUSINESS MACHINES CORPORATION

Infrastructure: IBM is well positioned in the growing hybrid cloud infrastructure market, providing on-premises and cloud-based server and storage solutions.

Consulting: Consulting integrates strategy, experience design, technology and operations expertise by domain across industries to deliver transformation for clients.

Software: The depth, breadth, and innovation of our software offerings, coupled with our global reach, deep industry expertise and research capabilities help differentiate our offerings from our competitors.

Financing: Financing provides client and commercial financing, facilitating IBM clients’ acquisition of hardware, software and services.

we create sustained value for clients by helping them leverage the power of hybrid cloud and artificial intelligence (AI).

International Business Machines Corporation (IBM or the company) was incorporated in the State of New York on June 16, 1911, as the Computing-Tabulating-Recording Co. (C-T-R), a consolidation of the Computing Scale Co. of America, the Tabulating Machine Co. and The International Time Recording Co. of New York.

Our principal competitors include: Dell Technologies, Hewlett-Packard Enterprise (HPE), Intel, NetApp and Pure Storage as well as original device manufacturers (ODMs) who provide systems that are re-branded.

In client and commercial financing, Financing primarily competes with non-captive financing entities and financial institutions.

Our competitors include global firms such as Accenture, Capgemini, India-based service providers, management consulting firms, the consulting practices of public accounting firms, engineering service providers, and niche specialists.

The principal competitors in this segment include: Alphabet (Google), Amazon, BMC, Broadcom, Microsoft, Oracle, Salesforce, SAP and Splunk, a CISCO Company.

Much of the future success of the company depends on the continued service, availability and integrity of skilled employees, including technical, marketing and staff resources.

Our hybrid cloud platform and AI technology support clients’ digital transformations and helps them reimagine critical workflows, at scale, and modernize applications to increase agility, drive innovation and create operational efficiencies.

providing on-premises and cloud-based server and storage solutions.

Software revenue of $7,209 million increased 10.5 percent as reported (8.8 percent adjusted for currency) in the third quarter of 2025 compared to the prior-year period, with solid growth in Automation, Hybrid Cloud and Data.

Beginning January 1, 2025, the company reports revenue for Hybrid Cloud (Red Hat), Automation, Data and Transaction Processing within Software; and it no longer reports revenue for Hybrid Platform & Solutions.

In the first quarter of 2025, the company made changes to the reported revenue categories within its Software and Consulting reportable segments.

Across Software, our annual recurring revenue (ARR) was $23.2 billion, which increased 10.7 percent as reported (8.8 percent adjusted for currency).

Infrastructure revenue of $3,559 million increased 17.0 percent as reported and 15.1 percent adjusted for currency in the third quarter of 2025 compared to the prior-year period.

Within Consulting, the company reports revenue for Strategy and Technology and Intelligent Operations.

As a company with a substantial employee population and with clients in more than 175 countries, IBM is involved, either as plaintiff or defendant, in a variety of ongoing claims, demands, suits, investigations, tax matters and proceedings that arise from time to time in the ordinary course of its business.

For the three and six months ended June 30, 2025, Consulting signings decreased 15.6 percent as reported (18.2 percent adjusted for currency) and 13.1 percent as reported (13.9 percent adjusted for currency), respectively, as clients continued to delay decision-making, especially in discretionary projects.

Software represents approximately 45 percent of IBM's business and the performance in the first half of 2025 reflects the combination of the strength of our portfolio, innovation we have brought to our organic software, and contribution from acquisitions we have made during the past twelve months, including HashiCorp, StreamSets and webMethods.

Across Software, our annual recurring revenue (ARR) was $22.7 billion, which increased 12.2 percent as reported (10.4 percent adjusted for currency).

In the first quarter of 2025, the company made changes to the reported revenue categories within its Software and Consulting reportable segments to better reflect the market opportunities and how IBM addresses them. Beginning January 1, 2025, the company reports revenue for Hybrid Cloud (Red Hat), Automation, Data and Transaction Processing within Software; and it no longer reports revenue for Hybrid Platform & Solutions. Within Consulting, the company reports revenue for Strategy and Technology and Intelligent Operations.

For the three and six months ended June 30, 2025, the pre-tax stock-based compensation cost increases reflect the company's annual cycles for executives and other employees and the issuance and assumption of stock-based compensation awards in connection with the HashiCorp acquisition.

The acquisition will be integrated into the Software segment.

Beginning January 1, 2025, the company reports revenue for Hybrid Cloud (Red Hat), Automation, Data and Transaction Processing within Software; and it no longer reports revenue for Hybrid Platform & Solutions. Within Consulting, the company reports revenue for Strategy and Technology and Intelligent Operations.

In April, we announced the launch of the IBM z17 which will be available in June, offering enhanced AI acceleration through multi-model AI capabilities, new security features to protect data, and tools that leverage AI for improving system usability.

Consulting: Consulting focuses on integrating skills on strategy, experience, technology and operations by domain and industry.

Software: The depth, breadth, and innovation of our software offerings, coupled with our global reach, deep industry expertise and research capabilities help differentiate our offerings from our competitors.

Infrastructure: IBM is well positioned in the growing hybrid cloud infrastructure market, providing on-premises and cloud-based server and storage solutions.

Financing: Financing provides client and commercial financing, facilitating IBM clients’ acquisition of hardware, software and services.

we create sustained value for clients by helping them leverage the power of hybrid cloud and artificial intelligence (AI).

International Business Machines Corporation (IBM or the company) was incorporated in the State of New York on June 16, 1911, as the Computing-Tabulating-Recording Co. (C-T-R), a consolidation of the Computing Scale Co. of America, the Tabulating Machine Co. and The International Time Recording Co. of New York.

Our principal competitors include: Dell Technologies, Hewlett-Packard Enterprise (HPE), Intel, NetApp and Pure Storage as well as original device manufacturers (ODMs) who provide systems that are re-branded.

Our competitors vary by industry segment, and range from large multinational enterprises to smaller, more narrowly focused entities.

The principal competitors in this segment include: Alphabet (Google), Amazon, BMC, Broadcom, Informatica, Microsoft, Oracle, Salesforce, SAP and Splunk.

Our broad-based competitors include: Accenture, Capgemini, India-based service providers, management consulting firms, the consulting practices of public accounting firms, engineering service providers, and many companies that primarily focus on local markets or niche service areas.

The number of persons employed by the registrant—page 14.

Our hybrid cloud platform and AI technology support clients’ digital transformations and helps them reimagine critical workflows, at scale, and modernize applications to increase agility, drive innovation and create operational efficiencies.

INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as specified in its charter)

INTERNATIONAL BUSINESS MACHINES CORPORATION

In the first quarter of 2024, the company made changes to its organization structure and management system to better align its portfolio with the market, increase transparency and improve segment comparability to peers.

Consulting revenue decreased 0.5 percent as reported but was flat adjusted for currency, as it continued to be impacted by a dynamic market environment as clients reprioritize spending given macroeconomic uncertainty.

Infrastructure revenue decreased 7.0 percent year to year as reported and 6.7 percent adjusted for currency, reflecting product cycle dynamics.

Software delivered revenue growth of 9.7 percent as reported and 9.6 percent adjusted for currency, driven by both Hybrid Platform & Solutions and Transaction Processing, and reflecting the repositioning of our software portfolio around Hybrid Cloud, Automation, Data and Transaction Processing.

Data & AI revenue increased 5.3 percent as reported (5.1 percent adjusted for currency) driven by continued growth in watsonx including our AI Assistant for Customer Care.

Transaction Processing revenue of $1,925 million increased 9.4 percent as reported and adjusted for currency in the third quarter of 2024 compared to the prior-year period, reflecting the growing client demand for workload capacity, solid renewal rates, and continued customer interest in our new generative AI product, watsonx Code Assistant for Z.

Red Hat revenue increased 13.7 percent as reported (13.8 percent adjusted for currency) in the third quarter of 2024.

Infrastructure revenue of $3,645 million increased 0.7 percent as reported and 2.7 percent adjusted for currency in the second quarter of 2024 compared to the prior-year period, with strong growth in Hybrid Infrastructure, partially offset by a decline in Infrastructure Support.

Software revenue of $6,739 million increased 7.1 percent as reported (8.4 percent adjusted for currency) in the second quarter of 2024 compared to the prior-year period, driven by solid revenue growth in both Hybrid Platform & Solutions and Transaction Processing.

In the first quarter of 2024, the company made changes to its organization structure and management system to better align its portfolio with the market, increase transparency and improve segment comparability to peers. These changes did not impact the company's Consolidated Financial Statements, but did impact its reportable segments. Due to the removal of certain components of segment profitability, as described below, the company also updated the title of its segment performance metric from pre-tax income from continuing operations to segment profit.

Consulting revenue of $5,179 million decreased 0.9 percent as reported, but increased 1.8 percent adjusted for currency in the second quarter of 2024 compared to the prior-year period.

Across Hybrid Platform & Solutions, our annual recurring revenue (ARR) was $14.1 billion.

Hybrid Infrastructure revenue of $1,803 million increased 5.5 percent as reported (6.3 percent adjusted for currency) in the first quarter of 2024 compared to the prior-year period.

Removal of stock-based compensation and net interest allocations from segment profitability

Software revenue of $5,899 million increased 5.5 percent as reported (5.9 percent adjusted for currency) in the first quarter of 2024 compared to the prior-year period, driven by revenue growth in both Hybrid Platform & Solutions and Transaction Processing.

the company also updated the title of its segment performance metric from pre-tax income from continuing operations to segment profit.

Effective January 1, 2024, IBM changed how it provides certain retirement-related benefits in the U.S.

IBM is providing a new benefit to most U.S. employees under its existing U.S. Qualified Personal Pension Plan (Qualified PPP) called the Retirement Benefit Account (RBA). This is in place of any IBM contributions to the U.S. employees' 401(k) Plus accounts.

Recognized actuarial losses for the U.S. Plans increased by approximately $100 million for the three months ended March 31, 2024 as compared to the prior-year period, primarily driven by the change in amortization period.

Across Hybrid Platform & Solutions, our annual recurring revenue (ARR) was $13.9 billion.

INTERNATIONAL BUSINESS MACHINES CORPORATION

On February 26, 2024, IBM announced that it is updating its reportable segments in the first quarter 2024 to reflect the way the company manages operations and allocates resources.

Exhibit 99.1 to this Form 8-K contains information that the company has posted on its Investor Relations website (www.ibm.com/investor/) providing recast historical segment financials for 2022 and 2023.

☒ Definitive Proxy Statement

Financing: Financing provides client and commercial financing, facilitating IBM clients’ acquisition of hardware, software and services.

Consulting: Consulting focuses on integrating skills on strategy, experience, technology and operations by domain and industry.

Infrastructure: IBM is well positioned in the growing hybrid cloud infrastructure market, providing on-premises and cloud-based server and storage solutions.

Software: The depth, breadth, and innovation of our software offerings, coupled with our global reach, deep industry expertise and research capabilities help differentiate our offerings from our competitors.

The company is a globally integrated entity, operating in over 175 countries worldwide and deriving about sixty percent of its revenues from sales outside the United States.

we create sustained value for clients by helping them leverage the power of hybrid cloud and artificial intelligence (AI).

International Business Machines Corporation (IBM or the company) was incorporated in the State of New York on June 16, 1911, as the Computing-Tabulating-Recording Co. (C-T-R), a consolidation of the Computing Scale Co. of America, the Tabulating Machine Co. and The International Time Recording Co. of New York.

The principal competitors in this segment include: Alphabet (Google), Amazon, BMC, Broadcom, Informatica, Microsoft, Oracle, Palo Alto Networks, Salesforce, SAP and Splunk.

In client and commercial financing, Financing primarily competes with non-captive financing entities and financial institutions.

Our broad-based competitors include: Accenture, Capgemini, India-based service providers, management consulting firms, the consulting practices of public accounting firms, engineering service providers, and many companies that primarily focus on local markets or niche service areas.

Our principal competitors include: Dell Technologies, Hewlett-Packard Enterprise (HPE), Intel, NetApp and Pure Storage as well as original device manufacturers (ODMs) who provide systems that are re-branded.

Our offerings draw from leading IBM capabilities in software, consulting services capability to deliver business outcomes, and deep incumbency in mission-critical infrastructure, all bolstered by one of the world’s leading research organizations.

Across Hybrid Platform & Solutions, our annual recurring revenue (ARR) was $14.0 billion.

At September 30, 2023, the aggregate amount of the transaction price allocated to RPO related to customer contracts that are unsatisfied or partially unsatisfied was $55 billion. Approximately 71 percent of the amount is expected to be recognized as revenue in the subsequent two years, approximately 26 percent in the subsequent three to five years and the balance thereafter.

In addition, beginning in the first quarter of 2023, we updated our measure of segment pre-tax income to no longer allocate workforce rebalancing actions to our segments, consistent with our management system.

In third quarter 2023, we launched watsonx, our enterprise-ready generative AI and data platform, and we are building additional capabilities to help clients and partners capitalize on the AI opportunity. We have over 20,000 data and AI consultants, including a center of excellence to help clients navigate the AI landscape and to provide valuable and real-time feedback to our product teams. We delivered Granite, a multi-billion parameter foundation model on watsonx.ai which excels in both language and code. We also introduced the watsonx Code Assistant, including the watsonx Code Assistant for Z to help clients accelerate the modernization of mainframe code and applications. And before the end of 2023, we plan to launch watsonx.governance to provide governance tools businesses need to mitigate risks and ensure compliance through the AI lifecycle.

INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as specified in its charter)

INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as specified in its charter) New York

At March 31, 2024, the aggregate amount of the transaction price allocated to RPO related to customer contracts that are unsatisfied or partially unsatisfied was approximately $56 billion.

Our strategic partnerships continued to account for approximately 40 percent of our Consulting revenue with both AWS and Azure practices reflecting double-digit growth year-to-year in the quarter.

The obligations outstanding under these programs at March 31, 2024 and December 31, 2023 were $113 million and $101 million, respectively.

The company’s customers include numerous governmental entities within and outside the U.S., including the U.S. Federal Government and state and local entities.

The company’s client base includes many enterprises worldwide, from small and medium businesses to the world’s largest organizations and governments, with a significant portion of the company’s revenue coming from global clients across many sectors.

Further, the failure of the company’s suppliers to deliver components, supplies, services and raw materials in sufficient quantities, in a timely or secure manner, and in compliance with all applicable laws and regulations could adversely affect the company’s business.

On June 22, 2026, the company amended its $2.5 billion Three-Year Credit Agreement and $7.5 billion Five-Year Credit Agreement (the Credit Agreements) to extend the maturity dates to June 20, 2029 and June 22, 2031, respectively. The Credit Agreements permit the company and its subsidiary borrowers to borrow up to $10 billion on a revolving basis. At June 30, 2026, there were no borrowings by the company, or its subsidiaries, under these credit facilities.

The maturity of each of the Existing Three-Year Credit Agreement and the Existing Five-Year Credit Agreement was extended by a period of one year to June 20, 2029 and June 22, 2031, respectively, confirmations of which are filed as Exhibits 10.1 and 10.2 to this report, and are incorporated by reference herein.

Total debt of $66,361 million at March 31, 2026 increased $5,100 million compared to December 31, 2025, primarily driven by the first-quarter 2026 debt issuances to increase our financial liquidity and plan for our future debt maturities.

The company's total short-term debt at March 31, 2026 and December 31, 2025 was $8,655 million and $6,424 million, respectively, and primarily consisted of current maturities of long-term debt detailed in “Long-Term Debt” below.

The carrying amount of long-term debt was $57,706 million and $54,836 million, and the estimated fair value was $54,373 million and $52,703 million at March 31, 2026 and December 31, 2025, respectively.

The company has a $2.5 billion Three-Year Credit Agreement and $7.5 billion Five-Year Credit Agreement (the Credit Agreements) with maturity dates of June 20, 2028 and June 22, 2030, respectively.

At March 31, 2026, there were no borrowings by the company, or its subsidiaries, under these credit facilities.

On February 3, 2026, the company issued $3.25 billion of U.S. dollar fixed-rate notes in tranches with maturities ranging from 3 to 30 years and coupons ranging from 4.0 to 5.8 percent; and $3.3 billion of Euro fixed-rate notes in tranches with maturities ranging from 5 to 12 years and coupons ranging from 3.0 to 3.85 percent; and $0.9 billion of Euro floating-rate notes with a maturity of 2 years.

The company and its subsidiaries issue debt securities in the worldwide capital markets from time to time, with a variety of different maturities and in different currencies.

$7,500,000,000 Five-Year Credit Agreement, dated as of June 22, 2021, among International Business Machines Corporation, the Subsidiary Borrowers parties thereto, the several banks and other financial institutions from time to time parties to such agreement, JPMorgan Chase Bank, N.A., as Administrative Agent, BNP Paribas, Citibank, N.A. and Royal Bank of Canada, as Syndication Agents, and the Documentation Agents named therein, filed as Exhibit 10.2 to Form 8-K, filed June 25, 2021, is hereby incorporated by reference.

$2,500,000,000 Three-Year Credit Agreement, dated as of June 22, 2021, among International Business Machines Corporation, the Subsidiary Borrowers parties thereto, the several banks and other financial institutions from time to time parties to such agreement, JPMorgan Chase Bank, N.A., as Administrative Agent, BNP Paribas, Citibank N.A. and Royal Bank of Canada, as Syndication Agents, and the Documentation Agents named therein, filed as Exhibit 10.1 to Form 8-K, filed June 25, 2021, is hereby incorporated by reference.

At December 31, 2025, IBM’s facilities in the U.S. had aggregate floor space of approximately 17 million square feet, of which approximately 8 million was owned and 9 million was leased. Outside the U.S., facilities totaled approximately 22 million square feet, of which approximately 3 million was owned and 19 million was leased.

As of December 31, 2025, in aggregate, we owned or leased facilities for current use consisting of approximately 39 million square feet worldwide.

The Euro and the USD Notes were offered by means of separate prospectus supplements.

€3,500,000,000 aggregate principal amount of debt securities of the Registrant (the “Euro Notes”)

$3,250,000,000 aggregate principal amount of debt securities of the Registrant (the “USD Notes” and, together with the Euro Notes, the “Notes”)

Total debt of $63,115 million at September 30, 2025 increased $8,142 million compared to December 31, 2024, primarily driven by the first-quarter 2025 debt issuances to increase our financial liquidity and plan for our future debt maturities.

On February 10, 2025, the company issued $3.6 billion of Euro fixed-rate notes in tranches with maturities ranging from 5 to 20 years and coupons ranging from 2.9 to 3.8 percent; and $4.75 billion of U.S. dollar fixed-rate notes in tranches with maturities ranging from 3 to 30 years and coupons ranging from 4.65 to 5.7 percent.

On February 10, 2025, the company issued $3.6 billion of Euro fixed-rate notes in tranches with maturities ranging from 5 to 20 years and coupons ranging from 2.9 to 3.8 percent; and $4.75 billion of U.S. dollar fixed-rate notes in tranches with maturities ranging from 3 to 30 years and coupons ranging from 4.65 to 5.7 percent.

On June, 20, 2025, the company amended its $2.5 billion Three-Year Credit Agreement and $7.5 billion Five-Year Credit Agreement (the Credit Agreements) to extend the maturity dates to June 20, 2028 and June 22, 2030, respectively.

Total debt of $64,165 million at June 30, 2025 increased $9,192 million compared to December 31, 2024, primarily driven by the first-quarter 2025 debt issuances to increase our financial liquidity and plan for our future debt maturities, and due to currency fluctuation.

The credit facilities also include a covenant on the company’s consolidated net interest expense ratio, which cannot be less than 2.20 to 1.0, as well as a cross default provision with respect to other defaulted indebtedness of at least $500 million.

The Three-Year Amendment, among other things, extends the maturity of the Existing Three-Year Credit Agreement to June 20, 2028.

The Five-Year Amendment, among other things, extends the maturity of the Existing Five-Year Credit Agreement to June 22, 2030.

Total debt of $63,284 million at March 31, 2025 increased $8,311 million compared to December 31, 2024 primarily driven by the first-quarter 2025 debt issuances to increase our financial liquidity and plan for our future debt maturities.

The company is in compliance with its debt covenants and provides periodic certifications to its lenders.

Effective January 1, 2025, the company extended its existing agreement for a 26-month term with a third-party investor to sell up to $1.3 billion of IBM short-term commercial financing receivables on a revolving basis.

On February 10, 2025, the company issued $3.6 billion of Euro fixed-rate notes in tranches with maturities ranging from 5 to 20 years and coupons ranging from 2.9 to 3.8 percent; and $4.75 billion of U.S. dollar fixed-rate notes in tranches with maturities ranging from 3 to 30 years and coupons ranging from 4.65 to 5.7 percent.

As part of the assets acquired, the company received $929 million of cash and cash equivalents and $331 million of short-term marketable securities from HashiCorp.

The company and its subsidiaries issue debt securities in the worldwide capital markets from time to time, with a variety of different maturities and in different currencies.

$2,500,000,000 Three-Year Credit Agreement, dated as of June 22, 2021

$7,500,000,000 Five-Year Credit Agreement, dated as of June 22, 2021

Outside the U.S., facilities totaled approximately 24 million square feet, of which 3 million was owned and 21 million was leased.

At December 31, 2024, IBM’s facilities in the U.S. had aggregate floor space of approximately 17 million square feet, of which approximately 9 million was owned and 8 million was leased.

4.1 Form of 2.900% Note due 2030 4.2 Form of 3.150% Note due 2033 4.3 Form of 3.450% Note due 2037 4.4 Form of 3.800% Note due 2045 4.5 Form of 4.650% Note due 2028 4.6 Form of 4.800% Note due 2030 4.7 Form of 5.000% Note due 2032 4.8 Form of 5.200% Note due 2035 4.9 Form of 5.700% Note due 2055

The Euro and the USD Notes were offered by means of separate prospectus supplements.

$4,750,000,000 aggregate principal amount of debt securities of the Registrant (the “USD Notes” and, together with the Euro Notes, the “Notes”)

€3,500,000,000 aggregate principal amount of debt securities of the Registrant (the “Euro Notes”)

On February 5, 2024, IBM International Capital Pte. Ltd (IIC), a wholly owned finance subsidiary of the company, issued $5.5 billion of U.S. dollar fixed rate notes (IIC Notes) in tranches with maturities ranging from 2 to 30 years and coupons ranging from 4.6 to 5.3 percent.

The company has a $2.5 billion Three-Year Credit Agreement and a $7.5 billion Five-Year Credit Agreement (the Credit Agreements) with maturity dates of June 20, 2027 and June 22, 2029, respectively.

The purchase of the group annuity contract was funded directly by assets of the Plan and required no cash contribution from the Company.

On February 5, 2024, IBM International Capital Pte. Ltd (IIC), a wholly owned finance subsidiary of the company, issued $5.5 billion of U.S. dollar fixed rate notes (IIC Notes) in tranches with maturities ranging from 2 to 30 years and coupons ranging from 4.6 to 5.3 percent. These notes are fully and unconditionally guaranteed by the company.

Upon closing, the company received cash proceeds of $750 million and provided seller financing to Francisco in the form of a $100 million loan with a term of 7 years.

On June 17, 2024, the company amended its $2.5 billion Three-Year Credit Agreement and $7.5 billion Five-Year Credit Agreement (the Credit Agreements) to extend the maturity dates to June 20, 2027 and June 22, 2029, respectively. The Credit Agreements permit the company and its subsidiary borrowers to borrow up to $10 billion on a revolving basis. At June 30, 2024, there were no borrowings by the company, or its subsidiaries, under these credit facilities.

The maturity of each of the Existing Three-Year Credit Agreement and the Existing Five-Year Credit Agreement was extended by a period of one year to June 20, 2027 and June 22, 2029, respectively

Research, development and engineering (RD&E) expense in the first quarter of 2024 increased 8.5 percent year to year primarily driven by investments to drive innovation in AI, hybrid cloud and quantum.

Total debt of $59,504 million at March 31, 2024 increased $2,957 million from December 31, 2023 primarily due to net debt issuances.

In December 2023, the company amended and renewed its agreement for a one-year term to sell these receivables up to $1.9 billion, which reduced to $1.3 billion in January 2024.

On February 5, 2024, IBM International Capital Pte. Ltd (IIC), a wholly owned finance subsidiary of the company, issued $5.5 billion of U.S. dollar fixed rate notes (IIC Notes) in tranches with maturities ranging from 2 to 30 years and coupons ranging from 4.6 to 5.3 percent.

The Credit Agreements permit the company and its subsidiary borrowers to borrow up to $10 billion on a revolving basis. At March 31, 2024, there were no borrowings by the company, or its subsidiaries, under these credit facilities.

The company and its subsidiaries issue debt securities in the worldwide capital markets from time to time, with a variety of different maturities and in different currencies.

At December 31, 2023, IBM’s facilities in the U.S. had aggregate floor space of approximately 18 million square feet, of which approximately 9 million was owned and 9 million was leased.

As of December 31, 2023, in aggregate, we owned or leased facilities for current use consisting of approximately 44 million square feet worldwide.

Outside the U.S., facilities totaled approximately 26 million square feet, of which 4 million was owned and 22 million was leased.

The Indenture also contains covenants that limit the aggregate amount of secured indebtedness and sale and leaseback transactions of IBM, subject to exceptions described therein, and restrict IIC’s and IBM’s ability to merge or consolidate unless certain conditions are met.

The Notes will be fully and unconditionally guaranteed by IBM (the “Guarantee”).

pursuant to which IIC agreed to sell $600,000,000 aggregate principal amount of its 4.700% Notes due 2026, $500,000,000 aggregate principal amount of its 4.600% Notes due 2027, $500,000,000 aggregate principal amount of its 4.600% Notes due 2029, $500,000,000 aggregate principal amount of its 4.750% Notes due 2031, $1,000,000,000 aggregate principal amount of its 4.900% Notes due 2034, $1,000,000,000 aggregate principal amount of its 5.250% Notes due 2044 and $1,400,000,000 aggregate principal amount of its 5.300% Notes due 2054 (together, the “Notes”) and the related guarantee of the Notes in a registered public offering (the “Offering”)

In the first quarter of 2023, the company issued $0.7 billion of Japanese yen floating-rate syndicated bank loans with a maturity of 5 years; $4.6 billion of Euro fixed-rate notes in tranches with maturities ranging from 4 to 20 years and coupons ranging from 3.375 percent to 4 percent; $0.9 billion of Pound sterling fixed-rate notes with a maturity of 15 years and a coupon of 4.875 percent; and $3.25 billion of U.S. dollar fixed-rate notes in tranches with maturities ranging from 3 to 30 years and coupons ranging from 4.5 to 5.1 percent.

Total debt of $55,242 million at September 30, 2023 increased $4,293 million from December 31, 2022 primarily due to debt issuances.

The company has a $2.5 billion Three-Year Credit Agreement and a $7.5 billion Five-Year Credit Agreement (the Credit Agreements) with maturity dates of June 20, 2026 and June 22, 2028, respectively. The Credit Agreements permit the company and its subsidiary borrowers to borrow up to $10 billion on a revolving basis. At September 30, 2023, there were no borrowings by the company, or its subsidiaries, under these credit facilities.

Tariffs, international trade sanctions, and export controls on goods, technologies, inputs, and raw materials resulting from these disputes could affect the company’s ability to move goods and services across borders, or could impose added costs to those activities.

The company derives a significant percentage of its revenues and costs from its affiliates operating in local currency environments, and those results are affected by changes in the relative values of non-U.S. currencies and the U.S. dollar, as well as sudden shifts in regional or global economic activity.

If the company becomes aware of information related to the creditworthiness of a major customer, or if future actual default rates on receivables in general differ from those currently anticipated, the company may have to adjust its allowance for credit losses, which could affect the company’s consolidated net income in the period the adjustments are made.

While the company continues to monitor for, identify, investigate, respond to and remediate a wide range of cybersecurity events, there have not been cybersecurity incidents or vulnerabilities that have had a material adverse effect on the company, though there is no assurance that there will not be cybersecurity incidents or vulnerabilities that will have a material adverse effect in the future.

Adverse financial market conditions and volatility in the credit markets may have an unfavorable impact on the value of the company’s pension trust assets and its future estimated pension liabilities.

If overall demand for IBM’s products and solutions decreases, whether due to general economic conditions, or a shift in client buying patterns, the company’s revenue and profit could be impacted.

The evolving global AI regulatory and legal environment may affect the company’s business and the company’s overall results of operations.

The company is a globally integrated entity, doing business in over 175 countries worldwide and deriving about sixty percent of its revenues from sales outside the United States.

On April 3, 2025, the Second Circuit vacated and remanded the district court’s decision to allow for discovery on statute of limitations.

As of September 30, 2025, the company had recorded approximately $430 million as prepaid income taxes in India.

The U.S. Internal Revenue Service (IRS) has proposed adjustments related to certain cross-border transactions with respect to the company’s 2013-2014 and 2015-2016 U.S. income tax returns, which if sustained, would increase the company’s income subject to tax by approximately $4.2 billion for the 2013-2014 audit cycle and approximately $1.2 billion for the 2015-2016 audit cycle, with tax calculated at the relevant federal income tax rate.

These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, including, but not limited to, the following: a downturn in economic environment and client spending budgets; a failure of the company’s innovation initiatives; damage to the company’s reputation; risks from investing in growth opportunities; failure of the company’s intellectual property portfolio to prevent competitive offerings and the failure of the company to obtain necessary licenses;

On April 3, 2025, the Second Circuit vacated and remanded the district court’s decision to allow for discovery on statute of limitations.

The U.S. Internal Revenue Service (IRS) has proposed adjustments related to certain cross-border transactions with respect to the company’s 2013-2014 and 2015-2016 U.S. income tax returns, which if sustained, would increase the company’s income subject to tax by approximately $4.2 billion for the 2013-2014 audit cycle and approximately $1.2 billion for the 2015-2016 audit cycle, with tax calculated at the relevant federal income tax rate.

As of June 30, 2025, the company had recorded approximately $430 million as prepaid income taxes in India.

The total potential amount related to all these matters for all applicable years is approximately $350 million.

the development and use of AI and generative AI, including the company's increased offerings and use of AI-based technologies

On April 3, 2025, the Second Circuit vacated and remanded the district court’s decision to allow for discovery on statute of limitations.

Along with many other U.S. companies doing business in Brazil, the company is involved in various challenges with Brazilian tax authorities regarding non-income tax assessments and non-income tax litigation matters. The total potential amount related to all these matters for all applicable years is approximately $300 million.

On March 10, 2025, the United States Supreme Court denied BMC’s petition for certiorari.

The U.S. Internal Revenue Service (IRS) has proposed adjustments related to certain cross-border transactions with respect to the company’s 2013-2014 and 2015-2016 U.S. income tax returns, which if sustained, would increase the company’s income subject to tax by approximately $4.2 billion for the 2013-2014 audit cycle and approximately $1.2 billion for the 2015-2016 audit cycle, with tax calculated at the relevant federal income tax rate.

The economic uncertainties driven by the volatile trade environment have created disruptions in markets and complexities in supply chains.

Refer to note Q, “Commitments & Contingencies,” on pages 95 to 97 of IBM’s 2024 Annual Report to Stockholders, which is incorporated herein by reference.

The company derives a significant percentage of its revenues and costs from its affiliates operating in local currency environments, and those results are affected by changes in the relative values of non-U.S. currencies and the U.S. dollar, as well as sudden shifts in regional or global economic activity.

The Company Is Subject to Legal Proceedings and Investigatory Risks: As a company with a substantial employee population and with clients in more than 175 countries, IBM is or may become involved as a party and/or may be subject to a variety of claims, demands, suits, investigations, tax matters and other proceedings that arise from time to time in the ordinary course of its business.

Changes in the business condition (financial or otherwise) of these suppliers could subject the company to losses and affect its ability to bring products to market.

There are numerous and evolving risks to cybersecurity and privacy, including risks originating from intentional acts of individual and groups of criminal hackers, hacktivists, state-sponsored organizations, nation states and competitors; from intentional and unintentional acts or omissions of customers, contractors, business partners, vendors, employees and other third parties; and from errors in processes or technologies, as well as the risks associated with an increase in the number of customers, contractors, business partners, vendors, employees and other third parties working remotely.

If overall demand for IBM’s products and solutions decreases, whether due to general economic conditions, or a shift in client buying patterns, the company’s revenue and profit could be impacted.

Adverse financial market conditions and volatility in the credit markets may have an unfavorable impact on the value of the company’s pension trust assets and its future estimated pension liabilities.

IBM is increasingly applying AI-based technologies, including generative AI, to its services and products, to how it delivers offerings to IBM clients, and to its own internal operations.

In the first quarter of 2024, the IRS concluded its examination of the company's U.S. income tax returns for 2015 and 2016 and issued a final RAR proposing adjustments related to certain cross-border transactions that occurred in 2015.

The proposed adjustments, if sustained, would increase the company’s income subject to tax by approximately $1.2 billion, with tax calculated at the relevant federal income tax rate.

On April 30, 2024, the United States Court of Appeals for the Fifth Circuit reversed and rendered the district court’s judgment in IBM’s favor.

These adjustments, if sustained, would increase the company’s income subject to tax by approximately $4.2 billion, with tax calculated at the relevant federal income tax rate.

GF walked away from its obligations and IBM is now suing to recover amounts paid to GF, and other compensatory and punitive damages, totaling more than $1.5 billion.

During the fourth quarter of 2020, the U.S. Internal Revenue Service (IRS) concluded its examination of the company’s U.S. income tax returns for 2013 and 2014 and issued a final Revenue Agent’s Report (RAR) proposing adjustments related to certain cross-border transactions that occurred in 2013.

On April 4, 2024, the court dismissed the lawsuit with prejudice. On May 6, 2024, the plaintiffs appealed.

Along with many other U.S. companies doing business in Brazil, the company is involved in various challenges with Brazilian tax authorities regarding non-income tax assessments and non-income tax litigation matters. The total potential amount related to all these matters for all applicable years is approximately $300 million.

The economic uncertainty caused by temporary factors including geopolitical issues, upcoming elections, and the changing landscape of interest rates and inflation is leading clients to manage their discretionary spending, which has impacted certain areas of our Consulting business.

On June 2, 2022, a putative class action lawsuit was filed in the United States District Court for the Southern District of New York alleging that the IBM Pension Plan miscalculated certain joint and survivor annuity pension benefits by using outdated actuarial tables in violation of the Employee Retirement Income Security Act of 1974. IBM, the Plan Administrator Committee, and the IBM Pension Plan are named as defendants. On April 4, 2024, the court dismissed the lawsuit with prejudice. On May 6, 2024, the plaintiffs appealed.

Along with many other U.S. companies doing business in Brazil, the company is involved in various challenges with Brazilian tax authorities regarding non-income tax assessments and non-income tax litigation matters. The total potential amount related to all these matters for all applicable years is approximately $400 million. The company believes it will prevail on these matters and that this amount is not a meaningful indicator of liability.

During the fourth quarter of 2020, the U.S. Internal Revenue Service (IRS) concluded its examination of the company’s U.S. income tax returns for 2013 and 2014 and issued a final Revenue Agent’s Report (RAR) proposing adjustments related to certain cross-border transactions that occurred in 2013. The company filed its IRS Appeals protest in the first quarter of 2021, and in October of 2023, the IRS issued a revised RAR. These adjustments, if sustained, would increase the company’s income subject to tax by approximately $4.2 billion, with tax calculated at the relevant federal income tax rate. The company continues to strongly disagree with the IRS position and will pursue resolution at IRS Appeals and then court, if necessary.

In the first quarter of 2024, the IRS concluded its examination of the company's U.S. income tax returns for 2015 and 2016 and issued a final RAR proposing adjustments related to certain cross-border transactions that occurred in 2015. The proposed adjustments, if sustained, would increase the company’s income subject to tax by approximately $1.2 billion, with tax calculated at the relevant federal income tax rate. The company strongly disagrees with the IRS position and filed its IRS Appeals protest in the second quarter of 2024.

IBM is now suing to recover amounts paid to GF, and other compensatory and punitive damages, totaling more than $1.5 billion.

On May 30, 2022, the trial court awarded BMC $718 million in direct damages and $718 million in punitive damages, plus interest and fees. On April 30, 2024, the United States Court of Appeals for the Fifth Circuit reversed and rendered the district court’s judgment in IBM’s favor. IBM does not believe it has any material exposure relating to this litigation. No material liability or related indemnification asset has been recorded by IBM.

a downturn in economic environment and client spending budgets; a failure of the company’s innovation initiatives; damage to the company’s reputation; risks from investing in growth opportunities; failure of the company’s intellectual property portfolio to prevent competitive offerings and the failure of the company to obtain necessary licenses; the company’s ability to successfully manage acquisitions, alliances and dispositions, including integration challenges, failure to achieve objectives, the assumption of liabilities and higher debt levels

The total potential amount related to all these matters for all applicable years is approximately $400 million.

In the first quarter of 2024, the IRS concluded its examination of the company's U.S. income tax returns for 2015 and 2016 and issued a final RAR proposing adjustments related to certain cross-border transactions that occurred in 2015.

On May 30, 2022, the trial court awarded BMC $718 million in direct damages and $718 million in punitive damages, plus interest and fees.

On April 4, 2024, the court dismissed the lawsuit with prejudice.

a downturn in economic environment and client spending budgets; a failure of the company’s innovation initiatives; damage to the company’s reputation; risks from investing in growth opportunities

The Company Is Subject to Legal Proceedings and Investigatory Risks: As a company with a substantial employee population and with clients in more than 175 countries, IBM is or may become involved as a party and/or may be subject to a variety of claims, demands, suits, investigations, tax matters and other proceedings that arise from time to time in the ordinary course of its business.

Item 3. Legal Proceedings: Refer to note R, “Commitments & Contingencies,” on pages 95 to 97 of IBM’s 2023 Annual Report to Stockholders, which is incorporated herein by reference.

Adverse financial market conditions and volatility in the credit markets may have an unfavorable impact on the value of the company’s pension trust assets and its future estimated pension liabilities.

If the spin-off is determined to be taxable for U.S. federal income tax purposes, the company’s stockholders that are subject to U.S. federal income tax and the company could incur significant U.S. federal income tax liabilities.

The company has made and expects to continue to make acquisitions, alliances and dispositions.

If overall demand for IBM’s products and solutions decreases, whether due to general economic conditions, or a shift in client buying patterns, the company’s revenue and profit could be impacted.

While the company continues to monitor for, identify, investigate, respond to and remediate a wide range of cybersecurity events, there have not been cybersecurity incidents or vulnerabilities that have had a material adverse effect on the company, though there is no assurance that there will not be cybersecurity incidents or vulnerabilities that will have a material adverse effect in the future.

If IBM is unable to continue its cutting-edge innovation in a highly competitive and rapidly evolving environment or is unable to commercialize such innovations, expand and scale them with sufficient speed and versatility or is unable to attract a successful developer ecosystem, the company could fail in its ongoing efforts to maintain and increase its market share and its profit margins.

The company derives a significant percentage of its revenues and costs from its affiliates operating in local currency environments, and those results are affected by changes in the relative values of non-U.S. currencies and the U.S. dollar, as well as sudden shifts in regional or global economic activity.

The value of the company’s debt securities fluctuates based on many factors, including the methods employed for calculating principal and interest, the maturity of the securities, the aggregate principal amount of securities outstanding, the redemption features for the securities, the level, direction and volatility of interest rates, changes in exchange rates, exchange controls, governmental and stock exchange regulations and other factors over which the company has little or no control.

On June 2, 2022, a putative class action lawsuit was filed in the United States District Court for the Southern District of New York alleging that the IBM Pension Plan miscalculated certain joint and survivor annuity pension benefits by using outdated actuarial tables in violation of the Employee Retirement Income Security Act of 1974. IBM, the Plan Administrator Committee, and the IBM Pension Plan are named as defendants.

During the fourth quarter of 2020, the U.S. Internal Revenue Service (IRS) concluded its examination of the company’s U.S. income tax returns for 2013 and 2014 and issued a final Revenue Agent's Report (RAR) proposing adjustments related to certain cross-border transactions that occurred in 2013. These adjustments, if sustained, would have resulted in additional taxable income of approximately $4.5 billion. The company filed its IRS Appeals protest in the first quarter of 2021, and in October of 2023 the IRS issued a revised RAR. The adjustments in the revised RAR, if sustained, would result in additional taxable income of approximately $4.2 billion. The company continues to strongly disagree with the IRS position and will pursue resolution at IRS Appeals and then court, if necessary.

On May 30, 2022, the trial court awarded BMC $718 million in direct damages and $718 million in punitive damages, plus interest and fees. IBM filed a notice of appeal. IBM does not believe it has any material exposure relating to this litigation. No material liability or related indemnification asset has been recorded by IBM.

The total potential amount related to all these matters for all applicable years is approximately $400 million. The company believes it will prevail on these matters and that this amount is not a meaningful indicator of liability.

Board’s Recommendation: Vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for 2026.

Michael Miebach Chief Executive Officer, Mastercard Incorporated Director since: 2023 Age: 57

Michelle J. Howard Retired Admiral, United States Navy Director since: 2019 Age: 65

Alex Gorsky Former Chairman and Chief Executive Officer, Johnson & Johnson Director since: 2014 Age: 65

Alfred W. Zollar Former Executive Advisor, Siris Capital Group, LLC Director since: 2021 Age: 71

Following the Annual Meeting in 2026, the Board will consist of 13 directors.

Peter R. Voser Retired Chief Executive Officer, Royal Dutch Shell plc Director since: 2015 Age: 67

Arvind Krishna Chairman, President and Chief Executive Officer, IBM Director since: 2020 Age: 63

Thomas Buberl Chief Executive Officer, AXA S.A. Director since: 2020 Age: 52

David N. Farr Retired Chairman and Chief Executive Officer, Emerson Electric Co. Director since: 2012 Age: 71

Ramon Laguarta Chairman and Chief Executive Officer, PepsiCo, Inc. Director since: 2026 Age: 62

Marianne C. Brown Former Chief Operating Officer, Global Financial Solutions, Fidelity National Information Services, Inc. Director since: 2023 Age: 67

Andrew N. Liveris Retired Chairman and Chief Executive Officer, The Dow Chemical Company Director since: 2010 Age: 71

Martha E. Pollack President Emerita, Cornell University Director since: 2019 Age: 67

In January 2026, upon the recommendation of the Committee, the Board appointed Ramon Laguarta as a director, effective March 1, 2026.

92% 12 of our 13 director nominees are independent

G. Cohn, Vice Chairman

Mr. Krishna’s target was 233% of his 2025 base salary rate.

For 2025, at target, approximately 95% of Mr. Krishna’s, and 91% of the other NEOs’, annual total target compensation was at risk and performance-based.

A. Krishna, Chairman, President and CEO 2025 $1,500,000 $0 $23,988,586 $6,606,312 $5,250,000 N/A $42,970 $0 $601,817 $37,989,685

A. Krishna, Chairman, President and CEO

For 2025 performance, the Board approved an annual incentive payment of $5,250,000 for Mr. Krishna, which was 150% of target.

J.J. Kavanaugh, Senior VP, F&O & CFO

R.D. Thomas, Senior VP, Software & Chief Commercial Officer

All other named executive officers had an annual target of 135% of their 2025 salary rate.

A. Robinson, Senior VP & Chief Legal Officer(12)

Compensation committee interlocks and insider participation: None

If the determination is made that a related person has a material interest in any IBM transaction, then IBM’s independent directors would review, approve or ratify it, and the transaction would be required to be disclosed in accordance with the SEC rules.

Under IBM’s written related person transactions policy, information about transactions involving related persons is assessed by the independent directors on IBM’s Board.

In connection with the election of Ramon Laguarta to the IBM Board of Directors, effective March 1, 2026, Article III, Section 2 of IBM's By-laws was amended to increase the number of directors to fourteen, effective March 1, 2026.

Report of Independent Registered Public Accounting Firm ‒ PCAOB Firm ID 238 (pages 40 through 41).

/s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP New York, New York February 24, 2026

James J. Kavanaugh, Senior Vice President, Finance and Operations, and Chief Financial Officer 59 2008

Arvind Krishna, Chairman of the Board, President and Chief Executive Officer (1) 63 2020

By: /s/ Brien Wierzchowski Brien Wierzchowski Vice President and Treasurer

On January 30, 2026, IBM announced that Ramon Laguarta, current Chairman and Chief Executive Officer of PepsiCo, Inc., has been elected to the IBM Board of Directors, effective March 1, 2026.

Mr. Laguarta will join 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, 2025.

By: /s/ Nicolás A. Fehring Nicolás A. Fehring Vice President and Controller

Date: October 23, 2025 By: /s/ Nicolás A. Fehring Nicolás A. Fehring Vice President and Controller

By: /s/ Nicolás A. Fehring Nicolás A. Fehring Vice President and Controller

Ratification of Appointment of Independent Registered Public Accounting Firm: For 685,320,860 93.6 % Against 46,625,389 6.4 % Abstain 3,326,374

Election of Directors for a Term of One Year: DIRECTOR FOR AGAINST ABSTAIN BROKER NON-VOTES M.C. Brown 550,161,958 16,006,457 3,154,660 165,949,548 T. Buberl 558,890,678 7,358,858 3,073,539 165,949,548 D.N. Farr 540,273,591 25,989,790 3,059,694 165,949,548 A. Gorsky 558,486,180 7,851,434 2,985,461 165,949,548 M.J. Howard 560,863,198 5,725,051 2,734,826 165,949,548 A. Krishna 533,048,362 33,566,028 2,708,685 165,949,548 A.N. Liveris 492,110,122 73,516,690 3,696,263 165,949,548 F.W. McNabb III 559,606,451 6,738,881 2,977,743 165,949,548 M. Miebach 559,453,063 6,797,910 3,072,102 165,949,548 M.E. Pollack 560,382,144 6,245,141 2,695,790 165,949,548 P.R. Voser 553,634,399 12,590,121 3,098,555 165,949,548 F.H. Waddell 544,101,965 22,136,937 3,084,173 165,949,548 A.W. Zollar 546,878,154 19,035,845 3,409,076 165,949,548

Date: April 24, 2025 By: /s/ Nicolás A. Fehring Nicolás A. Fehring Vice President and Controller

Chief Financial Officer Jim Kavanaugh

IBM's Chairman, President and Chief Executive Officer Arvind Krishna

PwC has been the independent auditor of IBM since 1958.

Arvind Krishna, 62, became the chief executive officer of IBM, and a member of the Board of Directors, in April 2020.

The Board proposes the election of the following director nominees for a term of one year.

Lead Director ​ ​ ​ $ 50,000

Election of 13 Directors

He was elected chairman of the Board of Directors in December 2020.

Mr. Gorsky serves as IBM’s independent Lead Director

the Committee and the Board have determined that each of the following has met the independence standards: M.C. Brown, T. Buberl, D.N. Farr, A. Gorsky, M.J. Howard, A.N. Liveris, M. Miebach, F.W. McNabb III, M.E. Pollack, J.R. Swedish, P.R. Voser, F.H. Waddell, and A.W. Zollar.

For 2025, the independent members of the Board made no changes to Mr. Krishna’s base salary, which has not changed since he became CEO in April 2020.

ROBERT D. THOMAS Senior Vice President, Software & Chief Commercial Officer

The ratio of the CEO’s annual total compensation to that of the median employee’s annual total compensation is 518:1.

Jane P. Edwards Vice President and Secretary

For 2024 performance, the Board approved an annual incentive payment of $3,850,000 for Mr. Krishna, which was 110% of target.

GARY COHN Vice Chairman

Mr. Krishna’s target annual incentive remained $3.5 million and he was granted an increased annual long-term incentive award valued at $25 million.

Mr. Krishna owns common stock and stock-based holdings above his ownership requirement (over 42 times his base salary) as of December 31, 2024.

ANNE ROBINSON Senior Vice President and Chief Legal Officer

JAMES J. KAVANAUGH Senior Vice President, Finance & Operations and Chief Financial Officer

Under IBM’s written related person transactions policy, information about transactions involving related persons is assessed by the independent directors on IBM’s Board.

Compensation Committee Interlocks and Insider Participation: None

During 2024, none of our executive officers served on the compensation committee or board of directors of another entity whose executive officer served on our Executive Compensation and Management Resources Committee or Board.

Report of Independent Registered Public Accounting Firm ‒ PCAOB Firm ID 238

Refer to the information under the captions “IBM Board of Directors,” “Governance and the Board—Committees of the Board,” “Governance and the Board—Certain Transactions and Relationships” and “Governance and the Board—Corporate Governance—Independent Board” in IBM’s definitive Proxy Statement to be filed with the SEC and delivered to stockholders in connection with the Annual Meeting of Stockholders to be held April 29, 2025, all of which information is incorporated herein by reference.

Date: February 4, 2025 By: /s/ Nicolás A. Fehring Nicolás A. Fehring Vice President and Controller

IBM's Senior Vice President and Chief Financial Officer, Jim Kavanaugh

Chief Financial Officer Jim Kavanaugh

IBM's Chairman, President and Chief Executive Officer Arvind Krishna

By: /s/ Jane P. Edwards Jane P. Edwards Vice President, Assistant General Counsel and Corporate Secretary

Date: October 24, 2024 By: /s/ Nicolás A. Fehring Nicolás A. Fehring Vice President and Controller

IBM's Chairman, President and Chief Executive Officer Arvind Krishna and Chief Financial Officer Jim Kavanaugh's third-quarter 2024 earnings presentation to investors on October 23, 2024.

IBM's Chairman and Chief Executive Officer Arvind Krishna

By: /s/ Nicolás A. Fehring Nicolás A. Fehring Vice President and Controller

Ratification of Appointment of Independent Registered Public Accounting Firm: For 673,156,721 94.0 % Against 43,097,322 6.0 % Abstain 3,680,553

Election of Directors for a Term of One Year: DIRECTOR FOR AGAINST ABSTAIN BROKER NON-VOTES

Joseph R. Swedish was not a nominee for election at the company’s annual meeting of stockholders held on April 30, 2024, and his term on the Board of Directors ended.

As a result, Article III, Section 2 of the company’s By-Laws was amended to decrease the number of directors to thirteen, effective April 30, 2024.

Chief Financial Officer Jim Kavanaugh

In accordance with its charter, the Audit Committee has selected the firm of PricewaterhouseCoopers LLP (PwC), an independent registered public accounting firm, to be IBM’s auditors for the year 2024.

THE IBM BOARD OF DIRECTORS AND THE AUDIT COMMITTEE RECOMMEND A VOTE FOR THIS PROPOSAL.

Ratification of the appointment of PricewaterhouseCoopers LLP as IBM’s independent registered public accounting firm.

PwC served in this capacity for the year 2023.

Members: Frederick H. Waddell (Chair) Thomas Buberl Martha E. Pollack

Joseph R. Swedish is not a nominee for election, and his term on the Board will end in April.

1a.Marianne C. Brown!!!1b.Thomas Buberl!!!1c.David N. Farr!!!1d.Alex Gorsky!!!1e.Michelle J. Howard!!!1f.Arvind Krishna!!!1g.Andrew N. Liveris!!!1h.F. William McNabb III!!!1i.Michael Miebach!!!1j.Martha E. Pollack!!!1k.Peter R. Voser!!!1l.Frederick H. Waddell!!!1m.Alfred W. Zollar!!!

Members: Peter R. Voser (Chair) David N. Farr Michelle J. Howard F. William McNabb III

In 2023, non-management directors received an annual retainer of $350,000. Chairs of each of the Directors and Corporate Governance Committee and the Executive Compensation and Management Resources Committee received an additional annual retainer of $20,000 and the chair of the Audit Committee received an additional annual retainer of $30,000. The additional retainer for the Lead Director position is $50,000.

Since the last Annual Meeting, we have welcomed Michael Miebach and Marianne C. Brown to the Board.

Election of 13 Directors

The Board proposes the election of the following director nominees for a term of one year.

Audit Committee Financial Experts: David N. Farr Michelle J. Howard F. William McNabb III Peter R. Voser

Members: Andrew N. Liveris (Chair) Marianne C. Brown Michael Miebach Alfred W. Zollar

R.D. Thomas, Senior VP and Software Chief Commercial Officer

M.H. Browdy, Senior VP and General Counsel

Arvind Krishna, 61, became the chief executive officer of IBM, and a member of the Board of Directors, in April 2020.

He was elected chairman of the Board of Directors in December 2020.

Frank Sedlarcik Vice President and Secretary

Therefore, there is no relationship that requires disclosure as a compensation committee interlock.

If the determination is made that a related person has a material interest in any IBM transaction, then IBM’s independent directors would review, approve or ratify it, and the transaction would be required to be disclosed in accordance with the SEC rules.

Under IBM’s written related person transactions policy, information about transactions involving related persons is assessed by the independent directors on IBM’s Board.

/s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP New York, New York February 26, 2024

Arvind Krishna, Chairman of the Board and Chief Executive Officer (1) 61 2020

James J. Kavanaugh, Senior Vice President and Chief Financial Officer, Finance and Operations 57 2008

Item 13. Certain Relationships and Related Transactions, and Director Independence: Refer to the information under the captions “IBM Board of Directors,” “Governance and the Board—Committees of the Board,” “Governance and the Board—Certain Transactions and Relationships” and “Governance and the Board—Corporate Governance—Independent Board” in IBM’s definitive Proxy Statement to be filed with the SEC and delivered to stockholders in connection with the Annual Meeting of Stockholders to be held April 30, 2024, all of which information is incorporated herein by reference.

By: /s/ Simon J. Beaumont Simon J. Beaumont Vice President and Treasurer

G. Cohn $ 1,848,600 $ 1,170,000 $ 1,580,000 $ 4,800,000 $ 1,600,000 $ 1,600,000

The following are compensation arrangements for Arvind Krishna, the Company’s Chairman and Chief Executive Officer and the Company’s named executive officers identified in the 2023 Proxy Statement.

A. Krishna $ 3,510,000 $ 1,500,000 $ 3,500,000 $ 12,000,000 $ 4,000,000 $ 4,000,000

M.H. Browdy $ 1,516,800 $ 936,000 $ 1,264,000 $ 3,780,000 $ 1,260,000 $ 1,260,000

J.J. Kavanaugh $ 1,730,430 $ 1,170,000 $ 1,580,000 $ 6,150,000 $ 2,050,000 $ 2,050,000

T. Rosamilia** $ 705,510

On January 29, 2024, Michelle H. Browdy has decided to retire from her role as Senior Vice President, Legal and Regulatory Affairs, and General Counsel, by the end of the year, after 10 years in the role.

** As previously disclosed by the Company, Mr. Rosamilia, Senior Vice President, retired from the Company on June 30, 2023.

IBM's Chairman and Chief Executive Officer Arvind Krishna and Chief Financial Officer Jim Kavanaugh's

On December 12, 2023, IBM announced that Marianne C. Brown, the former Chief Operating Officer of Fidelity National Information Services, Inc.’s (FIS) Global Financial Solutions, has been elected to the IBM Board of Directors, effective December 12, 2023.

Ms. Brown joined the Directors and Corporate Governance Committee.

On July 31, 2023, the company announced that Michael Miebach had been elected to the IBM Board of Directors, effective October 30, 2023. As a result, Article III, Section 2 of the company’s By-Laws was amended to increase the number of directors to thirteen, effective October 30, 2023.

By: /s/ Nicolás A. Fehring Nicolás A. Fehring Vice President and Controller

Subsidiaries of the registrant 21

Capital stock, par value $.20 per share IBM New York Stock Exchange

The company suspended its share repurchase program at the time of the Red Hat closing in 2019.

BlackRock Inc.(2) 50 Hudson Yards New York, NY 10001 ​ ​ ​ ​ 75,479,656 ​ ​ ​ 8.3%

The Vanguard Group(1) 100 Vanguard Boulevard Malvern, PA 19355 ​ ​ ​ ​ 92,822,090 ​ ​ ​ 10.03%

State Street Corporation(3) State Street Financial Center 1 Congress Street, Suite 1 Boston, MA 02114 ​ ​ ​ ​ 55,035,821 ​ ​ ​ 6.03%

IBM’s current non-management directors had beneficial ownership of a total of 241,285 shares of common stock and DCEAP shares as of December 31, 2024.

Subsidiaries of the registrant

These notes are fully and unconditionally guaranteed by the company.

Mr. Krishna owns common stock and stock-based holdings above his ownership requirement (over 35 times his base salary) as of December 31, 2023.

IBM’s current non-management directors had beneficial ownership of a total of 232,726 shares of common stock and DCEAP shares as of December 31, 2023.

CEO ​ ​ 10 ​ ​ 7 ​ ​ Other NEOs ​ ​ 7 ​ ​ 4

IBM International Capital Pte. Ltd. (“IIC”), a private company limited by shares incorporated under the laws of the Republic of Singapore and a 100% owned “finance subsidiary” (as described by the U.S. Securities and Exchange Commission in Rule 13-01(a)(4)(vi) of Regulation S-X) of International Business Machines Corporation (“IBM”)

99.1 Earnings Release of the Registrant, dated October 21, 2026

Capital stock, par value $.20 per share IBM New York Stock Exchange

99.2 Non-GAAP Metrics and Other Financial Information

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.

IBM’s compensatory and other arrangements for non-management directors are set forth in the company’s Proxy Statement, dated March 10, 2026.

Underwriting Agreement dated August 10, 2026 among International Business Machines Corporation and CIBC World Markets Inc., RBC Dominion Securities Inc., Scotia Capital Inc. and TD Securities Inc., as the Representatives of the Underwriters

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 and 4.2 relating to C$2,750,000,000 aggregate principal amount of debt securities of the Registrant (the “Notes”) and (2) Exhibits 5.1 and 23.1 regarding the Notes.

The Notes were offered by means of a prospectus supplement.

Consent of Jane P. Edwards, Vice President, Assistant General Counsel and Secretary (included in Exhibit 5.1)

This quarter, we announced with the U.S. Department of Commerce (DoC), a letter of intent to build Anderon, a pure-play quantum wafer foundry supported by $1 billion in CHIPS Act incentives provided by the DoC and a $1 billion cash contribution by IBM. In addition, we disclosed our plans to invest more than $10 billion in quantum over the next five years, spanning R&D, capital expenditures, manufacturing scaling, M&A and ecosystem expansion.

On July 22, 2026, the company entered into a definitive agreement to acquire a business which is expected to close in the second half of 2026, subject to regulatory approval and other customary closing conditions. Upon closing, the acquired business will be integrated into the Infrastructure segment.

On March 17, 2026, the company completed the acquisition of all of the outstanding shares of Confluent.

On July 22, 2026, the company announced that the Board of Directors approved a quarterly dividend of $1.69 per common share. The dividend is payable September 10, 2026 to stockholders of record on August 10, 2026.

Total purchase price $ 11,602

Confluent's shareholders on record immediately prior to the effective time on the closing date received $31 per share in cash, representing a total equity value of approximately $11.3 billion.

Given the constrained infrastructure supply environment, we proactively took actions through the first half to strengthen our supply chain and support anticipated customer demand in the second half, resulting in higher inventory levels.

The registrant’s press release dated July 22, 2026, regarding its financial results for the period ended June 30, 2026, including consolidated financial statements for the period ended June 30, 2026, is Exhibit 99.1 of this Form 8-K.

the company has disclosed in the attached press release certain non-GAAP information which management believes provides useful information to investors

The information in this Item 2.02, including the corresponding Exhibits 99.1 and 99.2, is being furnished with the Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

The rationale for management’s use of non-GAAP measures is included in Exhibit 99.2 to this Form 8-K.

Exhibit No. Description of Exhibit 99.1 Earnings Release of the Registrant, dated July 22, 2026 99.2 Non-GAAP Metrics and Other Financial Information

Item 2.02. Results of Operations and Financial Condition.

Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in the press release, which is Exhibit 99.1 to this Form 8-K.

On July 14, 2026, International Business Machines Corporation (the “company”) issued a letter to IBM investors providing certain information regarding its expected financial results for the fiscal quarter ended June 30, 2026.

The text of the letter is furnished herewith as Exhibit 99.1.

providing certain information regarding its expected financial results for the fiscal quarter ended June 30, 2026

the company has disclosed in the attached letter certain non-GAAP information which management believes provides useful information to investors.

Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in the letter, which is Exhibit 99.1 to this Form 8-K.

The information contained in Item 2.02 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 7.01. The information in Item 2.02 and Item 7.01, including the corresponding Exhibits 99.1 and 99.2, are being furnished with the Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

Exhibit No. Description of Exhibit 99.1 Letter to IBM Investors, dated July 14, 2026 99.2 Non-GAAP Metrics

The rationale for management’s use of non-GAAP measures is included in Exhibit 99.2 to this Form 8-K.

(ii) extended the maturity of the existing $7.5 billion Five-Year Credit Agreement dated as of June 22, 2021 (as amended by Amendment No. 1 to Five-Year Credit Agreement, dated as of June 30, 2022, and Amendment No. 2 to Five-Year Credit Agreement, dated as of June 20, 2025, the “Existing Five-Year Credit Agreement”), among IBM, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, BNP Paribas, Citibank N.A. and Royal Bank of Canada, as Syndication Agents, and the Documentation Agents named therein pursuant to an extension request as contemplated by the Existing Five-Year Credit Agreement.

The terms of the Existing Three-Year Credit Agreement and the Existing Five-Year Credit Agreement otherwise remain unchanged.

On June 22, 2026, International Business Machines Corporation (“IBM”) (i) extended the maturity of the existing $2.5 billion Three-Year Credit Agreement dated as of June 22, 2021 (as amended by Amendment No. 1 to Three-Year Credit Agreement, dated as of June 30, 2022, and Amendment No. 2 to Three-Year Credit Agreement, dated as of June 20, 2025, the “Existing Three-Year Credit Agreement”), among IBM, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, BNP Paribas, Citibank N.A. and Royal Bank of Canada, as Syndication Agents, and the Documentation Agents named therein pursuant to an extension request as contemplated by the Existing Three-Year Credit Agreement

This $10B investment announcement follows last week’s Letter of Intent between IBM and the Department of Commerce to build an American quantum chip foundry (Anderon) to accelerate American quantum innovation.

The information in this Item 7.01 is being furnished with the Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and includes the following information to be provided by senior management at investor meetings on May 28, 2026:

Over the next 5 years IBM plans to invest more than $10B to advance our leadership position in quantum, including in R&D, capex, ecosystem partnerships, manufacturing scaling, and M&A, which further enhances our confidence in delivering the first large-scale fault-tolerant quantum computer by 2029.

(a) IBM held its Annual Meeting on April 28, 2026.

Management Proposal on Advisory Vote on Executive Compensation (Say on Pay): For 549,921,108 94.2 % Against 33,951,059 5.8 % Abstain 6,674,051 Broker Non-Votes 153,795,179

Stockholder Proposal Requesting a Right to Act by Written Consent: For 217,600,186 37.3 % Against 366,073,636 62.7 % Abstain 6,872,396 Broker Non-Votes 153,795,179

Stockholder Proposal Requesting a Change to IBM’s Outside Director Stock Ownership Guidelines: For 25,236,592 4.4 % Against 554,331,295 95.6 % Abstain 10,978,331 Broker Non-Votes 153,795,179

Stockholder Proposal Requesting a Report on Discrimination in Charitable Support: For 12,738,223 2.2 % Against 567,012,840 97.8 % Abstain 10,795,155 Broker Non-Votes 153,795,179

Management Proposal on 2026 Long-Term Performance Plan: For 443,997,153 75.8 % Against 141,393,340 24.2 % Abstain 5,155,725 Broker Non-Votes 153,795,179

Stockholder Proposal Requesting a Report on AI Bias: For 14,185,799 2.4 % Against 565,479,507 97.6 % Abstain 10,880,912 Broker Non-Votes 153,795,179

As a result, Article III, Section 2 of the Company’s By-Laws was amended to decrease the number of directors to thirteen, effective April 28, 2026.

The full text of IBM’s By-Laws, as amended effective April 28, 2026, is included as Exhibit 3.2 to this report.

The types of awards that may be granted under the Plan include stock options, SARs, restricted stock, RSUs, PSUs, and other stock-based or cash-based awards.

On April 28, 2026, the IBM 2026 Long-Term Performance Plan (the “Plan”) was approved by the stockholders of International Business Machines Corporation ("IBM" or the "Company") at its 2026 Annual Meeting of Stockholders (the "Annual Meeting") held on that date.

The Plan was previously approved by the Company's Board of Directors (the “Board”) on February 24, 2026, subject to stockholder approval.

Total purchase price $ 11,590

Confluent's shareholders on record immediately prior to the effective time on the closing date received $31 per share in cash, representing a total equity value of approximately $11.3 billion.

The dividend is payable June 10, 2026 to stockholders of record on May 8, 2026.

On April 22, 2026, the company announced that the Board of Directors declared an increase in the regular quarterly cash dividend to $1.69 per common share.

In the first three months of 2026, we generated $5,169 million in cash from operating activities, an increase of $799 million compared to the first three months of 2025.

Our free cash flow for the three months ended March 31, 2026 was $2,220 million, an increase of $258 million versus the prior-year period.

In an effort to provide investors with additional information regarding the company’s results as determined by generally accepted accounting principles (GAAP), the company has disclosed in the attached press release certain non-GAAP information which management believes provides useful information to investors. Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in the press release, which is Exhibit 99.1 to this Form 8-K.

The registrant’s press release dated April 22, 2026, regarding its financial results for the period ended March 31, 2026, including consolidated financial statements for the period ended March 31, 2026, is Exhibit 99.1 of this Form 8-K.

Item 2.02. Results of Operations and Financial Condition.

Date of Report: April 22, 2026 (Date of earliest event reported)

The information in this Item 2.02, including the corresponding Exhibits 99.1 and 99.2, is being furnished with the Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

The rationale for management’s use of non-GAAP measures is included in Exhibit 99.2 to this Form 8-K.

On February 24, 2026, after consideration of the recommendation by the Executive Compensation and Management Resources Committee (the Committee), our Board of Directors (the Board) unanimously approved the IBM 2026 Long-Term Performance Plan (the 2026 LTPP).

Thomas Buberl will become chair of the Executive Compensation and Management Resources Committee on April 28, 2026 and will also join the Executive Committee.

The 2026 LTPP will become effective on April 28, 2026, subject to its approval by our stockholders at the Annual Meeting (the Effective Date).

The Annual Meeting of Stockholders of International Business Machines Corporation will be held on Tuesday, April 28, 2026 at 1:00 p.m. Eastern Time in a virtual format.

In connection with the election of Ramon Laguarta to the IBM Board of Directors, effective March 1, 2026, Article III, Section 2 of IBM's By-laws was amended to increase the number of directors to fourteen, effective March 1, 2026.

The HashiCorp Plan was adopted by the Board of Directors in connection with the company's acquisition of HashiCorp, Inc. on February 27, 2025.

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

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

Date of Report: January 29, 2026 (Date of earliest event reported)

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

The registrant’s press release dated January 28, 2026, regarding its financial results for the period ended December 31, 2025, including consolidated financial statements for the period ended December 31, 2025, is Exhibit 99.1 of this Form 8-K.

Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in the press release, which is Exhibit 99.1 to this Form 8-K.

In an effort to provide investors with additional information regarding the company’s results as determined by generally accepted accounting principles (GAAP), the company has disclosed in the attached press release certain non-GAAP information which management believes provides useful information to investors.

Effective January 1, 2025, the company extended its existing agreement for a 26-month term with a third-party investor to sell up to $1.3 billion of IBM short-term commercial financing receivables on a revolving basis.

On October 22, 2025, the company announced that the Board of Directors approved a quarterly dividend of $1.68 per common share. The dividend is payable December 10, 2025 to stockholders of record on November 10, 2025.

HashiCorp's shareholders on record immediately prior to the effective time on the closing date received $35 per share in cash, representing a total equity value of approximately $7.2 billion.

During the nine months ended September 30, 2025, the company completed four acquisitions within the Software segment and two acquisitions within the Consulting segment at an aggregate total purchase price of $8,883 million.

The slides for IBM's Chairman, President and Chief Executive Officer Arvind Krishna and Chief Financial Officer Jim Kavanaugh's third-quarter 2025 earnings presentation on October 22, 2025, are Exhibit 99.2 to this Form 8-K.

As a result, the company recorded a one-time, non-cash charge to income tax expense of approximately $300 million in the Consolidated Income Statement in the third quarter of 2025, primarily for the remeasurement of deferred tax assets and liabilities.

Exhibit 99.1 of this Form 8-K contains the prepared remarks for IBM's Chairman, President and Chief Executive Officer Arvind Krishna and Chief Financial Officer Jim Kavanaugh's third-quarter 2025 earnings presentation to investors on October 22, 2025.

On October 15, 2025, the company announced its intent to acquire a business that will be integrated into the Consulting segment. The closing of this acquisition is subject to regulatory approvals and other customary closing conditions.

On February 27, 2025, the company completed the acquisition of all of the outstanding shares of HashiCorp.

At September 30, 2025, the aggregate amount of the transaction price allocated to RPO related to customer contracts that are unsatisfied or partially unsatisfied was approximately $64 billion.

The information in this Item 7.01, including the corresponding Exhibits 99.1 and 99.2, is being furnished with the Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

The guidance is effective for the company for annual and interim reporting periods beginning January 1, 2028. Early adoption is permitted.

Reconciliations of non-GAAP financial measures discussed in the earnings presentation to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in Exhibit 99.2 to this Form 8-K.

99.2 Non-GAAP Metrics and Other Financial Information

Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in the press release, which is Exhibit 99.1 to this Form 8-K.

99.1 Earnings Release of the Registrant, dated October 22, 2025

The information in this Item 2.02, including the corresponding Exhibits 99.1 and 99.2, is being furnished with the Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

In an effort to provide investors with additional information regarding the company’s results as determined by generally accepted accounting principles (GAAP), the company has disclosed in the attached press release certain non-GAAP information which management believes provides useful information to investors.

The rationale for management’s use of non-GAAP measures is included in Exhibit 99.2 to this Form 8-K.

Goodwill of $4,532 million and $143 million was assigned to the Software and Consulting segments, respectively.

HashiCorp's shareholders on record immediately prior to the effective time on the closing date received $35 per share in cash, representing a total equity value of approximately $7.2 billion.

HashiCorp — On February 27, 2025, the company completed the acquisition of all of the outstanding shares of HashiCorp.

During the six months ended June 30, 2025, the company completed four acquisitions within the Software segment and two acquisitions within the Consulting segment at an aggregate total purchase price of $8,887 million.

On July 23, 2025, the company announced that the Board of Directors approved a quarterly dividend of $1.68 per common share. The dividend is payable September 10, 2025 to stockholders of record on August 8, 2025.

On April 28, 2025, the IBM Board of Directors adopted amendments to IBM’s By-Laws, effective July 24, 2025.

On July 4, 2025, H.R. 1, a bill to provide for reconciliation, was signed into law in the United States as Public Law 119-21 (the Act).

The information in this Item 7.01, including the corresponding Exhibits 99.1 and 99.2, is being furnished with the Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

Exhibit 99.1 of this Form 8-K contains the prepared remarks for IBM's Chairman, President and Chief Executive Officer Arvind Krishna and Chief Financial Officer Jim Kavanaugh's second-quarter 2025 earnings presentation to investors on July 23, 2025.

The slides for IBM's Chairman, President and Chief Executive Officer Arvind Krishna and Chief Financial Officer Jim Kavanaugh's second-quarter 2025 earnings presentation on July 23, 2025, are Exhibit 99.2 to this Form 8-K.

Approximately 78 percent of the total external portfolio was with investment grade clients, an increase of 4 points as compared to December 31, 2024.

Effective January 1, 2025, the company extended its existing agreement for a 26-month term with a third-party investor to sell up to $1.3 billion of IBM short-term commercial financing receivables on a revolving basis.

The company is currently assessing the tax effects of the Act and expects to record a one-time, non-cash charge in the Consolidated Income Statement for the period ending September 30, 2025, primarily for the remeasurement of deferred tax assets and liabilities related to Global Intangible Low-Taxed Income (GILTI), now renamed to Net Controlled Foreign Corporation Tested Income (NCTI).

The net carrying amount of intangible assets increased $1,593 million during the first six months of 2025, primarily due to additions of acquired intangibles from business combinations of $2,329 million, primarily driven by the acquisition of HashiCorp in the first quarter of 2025 and additions of capitalized software, partially offset by intangible asset amortization.

At June 30, 2025, the aggregate amount of the transaction price allocated to RPO related to customer contracts that are unsatisfied or partially unsatisfied was approximately $66 billion.

We expect contributions for all retirement-related plans to be approximately $1.3 billion in 2025, essentially flat compared to the prior year.

The registrant’s press release dated July 23, 2025, regarding its financial results for the period ended June 30, 2025, including consolidated financial statements for the period ended June 30, 2025, is Exhibit 99.1 of this Form 8-K.

The rationale for management’s use of non-GAAP measures is included in Exhibit 99.2 to this Form 8-K.

Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in the press release, which is Exhibit 99.1 to this Form 8-K.

In an effort to provide investors with additional information regarding the company’s results as determined by generally accepted accounting principles (GAAP), the company has disclosed in the attached press release certain non-GAAP information which management believes provides useful information to investors.

(ii) entered into Amendment No. 2 (the “Five-Year Amendment”) to the existing $7.5 billion Five-Year Credit Agreement dated as of June 22, 2021

among IBM, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, BNP Paribas, Citibank N.A. and Royal Bank of Canada, as Syndication Agents, and the Documentation Agents named therein

among IBM, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, BNP Paribas, Citibank N.A. and Royal Bank of Canada, as Syndication Agents, and the Documentation Agents named therein

(i) entered into Amendment No. 2 (the “Three-Year Amendment”) to the existing $2.5 billion Three-Year Credit Agreement dated as of June 22, 2021

Stockholder Proposal Requesting a Report on Hiring/Recruitment Discrimination was withdrawn by the proponent.

Stockholder Proposal to Support Transparency in Lobbying: For 105,858,670 18.9 % Against 453,734,561 81.1 % Abstain 9,729,844 Broker Non-Votes 165,949,548

International Business Machines Corporation (IBM) held its Annual Meeting of Stockholders on April 29, 2025.

Management Proposal on Advisory Vote on Executive Compensation (Say on Pay): For 518,938,823 92.0 % Against 45,226,760 8.0 % Abstain 5,157,492 Broker Non-Votes 165,949,548

The dividend is payable on June 10, 2025 to stockholders of record on May 9, 2025.

IBM has paid consecutive quarterly dividends since 1916.

This is the 30th year in a row that IBM has increased its quarterly cash dividend.

On Tuesday, April 29, 2025, IBM announced that its board of directors approved an increase in the regular quarterly cash dividend to $1.68 per common share.

HashiCorp's shareholders on record immediately prior to the effective time on the closing date received $35 per share in cash, representing a total equity value of approximately $7.2 billion.

On February 25, 2025, the company announced its intent to acquire a provider of enterprise-grade databases to build and deliver Generative AI applications. The acquisition is expected to close in the second quarter of 2025. Upon closing, the acquisition will be integrated into the Software segment.

On February 27, 2025, the company completed the acquisition of all of the outstanding shares of HashiCorp.

During the three months ended March 31, 2025, the company completed two acquisitions within the Software segment and one acquisition within the Consulting segment at an aggregate total purchase price of $8,017 million.

Exhibit 99.1 of this Form 8-K contains the prepared remarks for IBM's Chairman, President and Chief Executive Officer Arvind Krishna and Chief Financial Officer Jim Kavanaugh's first-quarter 2025 earnings presentation to investors on April 23, 2025.

On April 2, 2025, the company completed an acquisition within the Consulting segment which is not expected to have a material impact on the company's Consolidated Financial Statements.

The slides for IBM's Chairman, President and Chief Executive Officer Arvind Krishna and Chief Financial Officer Jim Kavanaugh's first-quarter 2025 earnings presentation on April 23, 2025, are Exhibit 99.2 to this Form 8-K.

The information in this Item 7.01, including the corresponding Exhibits 99.1 and 99.2, is being furnished with the Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

Given the current global trade dynamics, we proactively took actions to bolster our supply chain ahead of our z17 launch, resulting in higher inventory levels.

including consolidated financial statements for the period ended March 31, 2025

The registrant’s press release dated April 23, 2025, regarding its financial results for the period ended March 31, 2025, including consolidated financial statements for the period ended March 31, 2025, is Exhibit 99.1 of this Form 8-K.

Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in the press release, which is Exhibit 99.1 to this Form 8-K.

The rationale for management’s use of non-GAAP measures is included in Exhibit 99.2 to this Form 8-K.

The information in this Item 2.02, including the corresponding Exhibits 99.1 and 99.2, is being furnished with the Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

Exhibit 99.1 to this Form 8-K contains information that the company has published on its Investor Relations website (www.ibm.com/investor/) providing additional information on this update, including recast historical segment financials for 2024 and 2023.

These updates will not impact IBM’s Consolidated Financial Statements or its reportable segments.

IBM announced that, beginning in the first quarter of 2025, it is making changes to its reported revenue categories within its Software and Consulting reportable segments to reflect the market opportunities and how it addresses them.

In addition, it includes reconciliations of certain non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles (GAAP).

THE IBM BOARD OF DIRECTORS AND THE AUDIT COMMITTEE RECOMMEND A VOTE FOR THIS PROPOSAL.

Indenture dated as of February 2, 2024, between IBM International Capital Pte. Ltd., International Business Machines Corporation, as guarantor, and The Band of New York Mellon, as trustee

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

Underwriting Agreement dated February 5, 2025 among International Business Machines Corporation and BNP Paribas Securities Corp., Barclays Capital Inc., Deutsche Bank Securities Inc., RBC Capital Markets, LLC, Santander US Capital Markets LLC, SG Americas Securities, LLC, SMBC Nikko Securities America, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as the Representatives of the Underwriters

Underwriting Agreement dated February 5, 2025 among International Business Machines Corporation and BNP PARIBAS, Banco Santander, S.A., Barclays Bank PLC, Deutsche Bank AG, London Branch, RBC Europe Limited, SMBC Bank International plc, Société Générale, U.S. Bancorp Investments, Inc., Wells Fargo Securities International Limited, Banco Bilbao Vizcaya Argentaria, S.A., Canadian Imperial Bank of Commerce, London Branch, ING Bank N.V., Belgian Branch, Mizuho International plc, MUFG Securities EMEA plc, Scotiabank (Ireland) Designated Activity Company, Academy Securities, Inc., Bancroft Capital, LLC, Samuel A. Ramirez & Company, Inc. and Siebert Williams Shank & Co., LLC, as the Underwriters

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 $4,750,000,000 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.

Date of Report: February 5, 2025 (Date of earliest event reported)

5.1 Opinion of Jane P. Edwards, Vice President, Assistant General Counsel and Secretary regarding the Notes

On February 4, 2025, IBM held an Investor Day, hosted by IBM's Chairman, President and Chief Executive Officer, Arvind Krishna, IBM's Senior Vice President and Chief Financial Officer, Jim Kavanaugh, and other members of IBM's senior leadership team to discuss the company's strategy and key initiatives.

Exhibit 99.1 to this Current Report on Form 8-K contains IBM's February 4, 2025 Investor Day presentation materials.

These materials may contain forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements involve numerous factors that could cause actual results to differ materially.

In an effort to provide investors with additional information regarding the company's results as determined by generally accepted accounting principles (GAAP), the company has disclosed in the attached presentation materials certain non-GAAP information, which management believes provides useful information to investors.

Additional information about those factors is contained in IBM's filings with the SEC, available from the SEC, IBM's web site or IBM's Investor Relations.

Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in the presentation materials, which are attached as Exhibit 99.1 to this Current Report on Form 8-K.

The slides for IBM's Chairman, President and Chief Executive Officer Arvind Krishna and Chief Financial Officer Jim Kavanaugh's fourth-quarter 2024 earnings presentation on January 29, 2025, are Exhibit 99.2 to this Form 8-K.

Exhibit 99.1 of this Form 8-K contains the prepared remarks for IBM's Chairman, President and Chief Executive Officer Arvind Krishna and Chief Financial Officer Jim Kavanaugh's fourth-quarter 2024 earnings presentation to investors on January 29, 2025.

In an effort to provide investors with additional information regarding the company’s results as determined by generally accepted accounting principles (GAAP), the company has disclosed in the attached press release certain non-GAAP information which management believes provides useful information to investors. Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in the press release, which is Exhibit 99.1 to this Form 8-K.

The rationale for management’s use of non-GAAP measures is included in Exhibit 99.2 to this Form 8-K.

On December 9, 2024, IBM issued a press release announcing the company would host an investor day on February 4, 2025 in New York City, beginning at 1PM (ET).

The event will be webcast live and available for replay on IBM’s investor relations website at https://www.ibm.com/investor.

A copy of the press release is attached hereto as Exhibit 99.1.

Under the agreement, Francisco acquired The Weather Company assets from IBM for $1,100 million inclusive of $250 million of contingent consideration, of which $200 million is contingent on Francisco’s attainment of certain investment return metrics.

Under the terms of the definitive agreement, HashiCorp's shareholders on record immediately prior to the effective time on the closing date will receive $35 per share in cash, representing a total enterprise value of approximately $6.4 billion.

The obligations outstanding under these programs at September 30, 2024 and December 31, 2023 were $99 million and $101 million, respectively.

On October 30, 2024, the company announced that the Board of Directors approved a quarterly dividend of $1.67 per common share. The dividend is payable December 10, 2024 to stockholders of record on November 12, 2024.

On July 1, 2024, the company completed the acquisition of StreamSets and webMethods from Software AG for approximately $2.3 billion (€2.13 billion) in cash.

On September 9, 2024, the company announced its intent to acquire a global Oracle services provider.

On August 31, 2024, the company completed the sale of certain QRadar SaaS (software-as-a-service) assets including QRadar intellectual property, customer relationships and customer contracts to Palo Alto Networks (Palo Alto).

In the fourth quarter of 2024, IBM Canada Ltd. (“IBMC”) purchased two separate nonparticipating single premium group annuity contracts from RBC Life Insurance Company and Brookfield Annuity Company (collectively the "Insurers") that will transfer to the Insurers approximately $1.2 billion of the IBMC IBM Retirement Plan’s (the “Plan”) defined benefit pension obligations for approximately 6,000 Plan participants and beneficiaries.

Higher workforce rebalancing charges (6 points) to address stranded costs and accelerate our productivity initiatives;

Upon closing, the company received cash proceeds of $500 million from Palo Alto.

As a result of the transaction, the company expects to recognize a one-time, non-cash, pre-tax, pension settlement charge of approximately $0.4 billion in the fourth quarter of 2024.

On January 31, 2024, the company completed the sale of The Weather Company assets to Zephyr Buyer, L.P., a wholly-owned subsidiary of Francisco Partners (collectively, Francisco).

In September 2024, the IBM Qualified Personal Pension Plan (Qualified PPP) purchased a nonparticipating single premium group annuity contract from The Prudential Insurance Company of America (the Insurer) and irrevocably transferred to the Insurer approximately $6 billion of the Qualified PPP’s defined benefit pension obligations and related plan assets, thereby reducing the company’s pension obligations and assets by the same amount.

As a result of this transaction, the company recognized a one-time, non-cash, pre-tax pension settlement charge of $2.7 billion ($2.0 billion net of tax) in the third quarter of 2024, primarily related to the accelerated recognition of accumulated actuarial losses of the Qualified PPP.

The company recognized a pre-tax gain on sale of $351 million at closing in other (income) and expense in the Consolidated Income Statement.

On July 15, 2024, HashiCorp stockholders voted to approve the merger with IBM.

The slides for IBM's Chairman, President and Chief Executive Officer Arvind Krishna and Chief Financial Officer Jim Kavanaugh's third-quarter 2024 earnings presentation on October 23, 2024, are Exhibit 99.2 to this Form 8-K.

Exhibit 99.1 of this Form 8-K contains the prepared remarks for IBM's Chairman, President and Chief Executive Officer Arvind Krishna and Chief Financial Officer Jim Kavanaugh's third-quarter 2024 earnings presentation to investors on October 23, 2024.

The registrant’s press release dated October 23, 2024, regarding its financial results for the period ended September 30, 2024, including consolidated financial statements for the period ended September 30, 2024, is Exhibit 99.1 of this Form 8-K.

The information in this Item 2.02, including the corresponding Exhibits 99.1 and 99.2, is being furnished with the Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

In an effort to provide investors with additional information regarding the company’s results as determined by generally accepted accounting principles (GAAP), the company has disclosed in the attached press release certain non-GAAP information which management believes provides useful information to investors.

Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in the press release, which is Exhibit 99.1 to this Form 8-K.

On September 5, 2024, International Business Machines Corporation (“IBM” or the “Company”) and State Street Global Advisors Trust Company, as independent fiduciary of the IBM Personal Pension Plan (the “Plan”), entered into a commitment agreement with The Prudential Insurance Company of America (“Prudential”) under which the Plan will purchase a nonparticipating single premium group annuity contract that will transfer to Prudential approximately $6 billion of the Plan’s defined benefit pension obligations related to certain pension benefits that began to be paid prior to 2016.

Under the group annuity contract, Prudential has made an irrevocable commitment, and will be solely responsible, to pay the pension benefits of each Transferred Participant that are due on and after January 1, 2025.

The purchase of the group annuity contract closed on September 11, 2024.

As a result of the transaction, the Company expects to recognize a one-time non-cash pre-tax pension settlement charge of approximately $2.7 billion ($2.0 billion net of tax) in the third quarter of 2024.

The pre-tax charge was not included in the GAAP forward-looking information released on July 24, 2024.

The contract covers approximately 32,000 Plan participants and beneficiaries (the “Transferred Participants”).

The transaction will result in no changes to the amount of benefits payable to the Transferred Participants.

The actual charge will depend on finalization of the actuarial and other assumptions.

This charge will not impact the Company’s third quarter or full year 2024 operating (non-GAAP) profit or free cash flow.

On April 24, 2024, the company announced its intent to acquire all of the outstanding shares of HashiCorp, Inc. (HashiCorp). IBM’s and HashiCorp’s combined portfolios will help clients manage growing application and infrastructure complexity and create a comprehensive end-to-end hybrid cloud platform designed for the AI era. Under the terms of the definitive agreement, HashiCorp's shareholders on record immediately prior to the effective time on the closing date will receive $35 per share in cash, representing a total enterprise value of approximately $6.4 billion.

In May 2024, IBM and Palo Alto Networks (Palo Alto) entered into a definitive agreement whereby Palo Alto will acquire from IBM certain QRadar SaaS (software-as-a-service) assets including QRadar intellectual property, customer relationships and customer contracts for approximately $500 million in cash. The transaction is expected to close in the third quarter of 2024, subject to regulatory approvals and other customary closing conditions.

On July 29, 2024, the company announced that the Board of Directors approved a quarterly dividend of $1.67 per common share. The dividend is payable September 10, 2024 to stockholders of record on August 9, 2024.

On July 15, 2024, HashiCorp stockholders voted to approve the merger with IBM. The transaction is expected to close by the end of 2024, subject to regulatory approvals and other customary closing conditions. Upon closing, HashiCorp will be integrated into the Software segment.

For the six months ended June 30, 2024, the company recognized a pre-tax gain on sale of $239 million in other (income) and expense in the Consolidated Income Statement.

At June 30, 2024, $2.3 billion was held in escrow and classified as restricted cash in the Consolidated Balance Sheet in connection with the acquisition. The cash was remitted to Software AG on July 1, 2024.

On July 1, 2024, the company completed the acquisition of StreamSets and webMethods from Software AG for approximately $2.3 billion (€2.13 billion) in cash. StreamSets will add new data ingestion capabilities to IBM's data platform and webMethods will bring integration platform-as-a-service (iPaaS) capabilities to IBM's automation solutions. The acquisition will be integrated into the Software segment.

At June 30, 2024, the sale of the QRadar SaaS assets met the criteria for held for sale classification. Held for sale assets of approximately $113 million, consisting primarily of intangible assets – net, and held for sale liabilities of $37 million, consisting primarily of deferred income, were included in the company’s Consolidated Balance Sheet at June 30, 2024.

On January 31, 2024, the company completed the sale of The Weather Company assets to Zephyr Buyer, L.P., a wholly-owned subsidiary of Francisco Partners (collectively, Francisco). Under the agreement, Francisco acquired The Weather Company assets from IBM for $1,100 million inclusive of $250 million of contingent consideration, of which $200 million is contingent on Francisco’s attainment of certain investment return metrics.

During the six months ended June 30, 2024, the company completed two acquisitions within the Software segment and two acquisitions within the Consulting segment at an aggregate cost of $278 million.

The information in this Item 7.01, including the corresponding Exhibits 99.1 and 99.2, is being furnished with the Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

Reconciliations of non-GAAP financial measures discussed in the earnings presentation to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in Exhibit 99.2 to this Form 8-K.

Exhibit 99.1 of this Form 8-K contains the prepared remarks for IBM's Chairman and Chief Executive Officer Arvind Krishna and Chief Financial Officer Jim Kavanaugh's second-quarter 2024 earnings presentation to investors on July 24, 2024.

The slides for IBM's Chairman and Chief Executive Officer Arvind Krishna and Chief Financial Officer Jim Kavanaugh's second-quarter 2024 earnings presentation on July 24, 2024, are Exhibit 99.2 to this Form 8-K.

The registrant’s press release dated July 24, 2024, regarding its financial results for the period ended June 30, 2024, including consolidated financial statements for the period ended June 30, 2024, is Exhibit 99.1 of this Form 8-K.

Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in the press release, which is Exhibit 99.1 to this Form 8-K.

In an effort to provide investors with additional information regarding the company’s results as determined by generally accepted accounting principles (GAAP), the company has disclosed in the attached press release certain non-GAAP information which management believes provides useful information to investors.

On June 17, 2024, International Business Machines Corporation (“IBM”) (i) extended the maturity of the existing $2.5 billion Three-Year Credit Agreement dated as of June 22, 2021 (as amended by Amendment No. 1 to Three-Year Credit Agreement, dated as of June 30, 2022, the “Existing Three-Year Credit Agreement”), among IBM, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, BNP Paribas, Citibank N.A. and Royal Bank of Canada, as Syndication Agents, and the Documentation Agents named therein pursuant to an extension request as contemplated by the Existing Three-Year Credit Agreement and (ii) extended the maturity of the existing $7.5 billion Five-Year Credit Agreement dated as of June 22, 2021 (as amended by Amendment No. 1 to Five-Year Credit Agreement, dated as of June 30, 2022, the “Existing Five-Year Credit Agreement”), among IBM, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, BNP Paribas, Citibank N.A. and Royal Bank of Canada, as Syndication Agents, and the Documentation Agents named therein pursuant to an extension request as contemplated by the Existing Five-Year Credit Agreement.

among IBM, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, BNP Paribas, Citibank N.A. and Royal Bank of Canada, as Syndication Agents, and the Documentation Agents named therein

Stockholder Proposal Requesting the Adoption of Greenhouse Gas Emissions Targets: For 167,713,913 30.8 % Against 377,376,761 69.2 % Abstain 9,222,743 Broker Non-Votes 165,621,179

Stockholder Proposal Requesting a Public Report on Congruency in China Business Operations and ESG Activities: For 30,503,524 5.6 % Against 510,744,179 94.4 % Abstain 13,065,714 Broker Non-Votes 165,621,179

International Business Machines Corporation (IBM) held its Annual Meeting of Stockholders on April 30, 2024.

Stockholder Proposal Requesting a Public Report on Lobbying Activities: For 205,744,327 37.7 % Against 339,591,652 62.3 % Abstain 8,977,438 Broker Non-Votes 165,621,179

Stockholder Proposal Requesting a Public Report on Climate Lobbying: For 173,018,418 31.8 % Against 371,271,580 68.2 % Abstain 10,023,419 Broker Non-Votes 165,621,179

Below are the final voting results.

Stockholder Proposal Requesting a Right to Act by Written Consent: For 234,933,934 43.0 % Against 311,348,314 57.0 % Abstain 8,031,169 Broker Non-Votes 165,621,179

Management Proposal on Advisory Vote on Executive Compensation (Say on Pay): For 505,017,498 92.2 % Against 42,956,786 7.8 % Abstain 6,339,133 Broker Non-Votes 165,621,179

On December 18, 2023, the company entered into a definitive agreement with Software AG to acquire StreamSets and webMethods, Software AG's Super iPaaS (integration platform-as-a-service) enterprise technology platforms, for approximately €2.13 billion in cash.

On April 24, 2024, the company announced its intent to acquire all of the outstanding shares of HashiCorp, Inc., (HashiCorp).

Under the terms of the definitive agreement, HashiCorp shareholders will receive $35 per share in cash, representing a total enterprise value of approximately $6.4 billion.

On April 30, 2024, the company announced that the Board of Directors approved an increase in the quarterly dividend to $1.67 per common share.

The acquisition is expected to close in mid-year 2024 subject to customary closing conditions, including regulatory clearance, and upon closing, will be integrated into the Software segment.

The transaction is expected to close by the end of 2024, subject to approval by HashiCorp shareholders, regulatory approvals and other customary closing conditions.

In the first quarter of 2024, the company made changes to its organizational structure and management system to better align its portfolio to the market, increase transparency and improve segment comparability to peers.

The transaction closed on January 31, 2024. Upon closing, the company received cash proceeds of $750 million and provided seller financing to Francisco in the form of a $100 million loan with a term of 7 years.

The company recognized a pre-tax gain on sale of $241 million at closing in other (income) and expense in the Consolidated Income Statement.

Our first-quarter 2024 pre-tax income includes a gain from the sale of The Weather Company assets of $241 million and workforce rebalancing charges of approximately $375 million.

In early April 2024, we installed a Quantum System One at Rensselaer Polytechnic Institute, the first IBM quantum system on a college campus anywhere in the world.

During the three months ended March 31, 2024, the company completed two acquisitions within the Software segment and one acquisition within the Consulting segment at an aggregate cost of $255 million.

We expect contributions for all retirement-related plans to be approximately $1.5 billion in 2024, a decrease of approximately $0.3 billion compared to 2023.

In the first three months of 2024, we generated $1.9 billion in free cash flow, an increase of $0.6 billion versus the prior-year period.

The increase was primarily driven by joint development and licensing agreements with a Japanese consortium to leverage our intellectual property and expertise on advanced semiconductors.

The slides for IBM's Chairman and Chief Executive Officer Arvind Krishna and Chief Financial Officer Jim Kavanaugh's first-quarter 2024 earnings presentation on April 24, 2024, are Exhibit 99.2 to this Form 8-K.

Exhibit 99.1 of this Form 8-K contains the prepared remarks for IBM's Chairman and Chief Executive Officer Arvind Krishna and Chief Financial Officer Jim Kavanaugh's first-quarter 2024 earnings presentation to investors on April 24, 2024.

The information in this Item 7.01, including the corresponding Exhibits 99.1 and 99.2, is being furnished with the Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

The registrant’s press release dated April 24, 2024, regarding its financial results for the period ended March 31, 2024, including consolidated financial statements for the period ended March 31, 2024, is Exhibit 99.1 of this Form 8-K.

In an effort to provide investors with additional information regarding the company’s results as determined by generally accepted accounting principles (GAAP), the company has disclosed in the attached press release certain non-GAAP information which management believes provides useful information to investors.

Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in the press release, which is Exhibit 99.1 to this Form 8-K.

The information in this Item 2.02, including the corresponding Exhibits 99.1 and 99.2, is being furnished with the Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

There is no change to IBM’s consolidated results.

In addition, it includes reconciliations of non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles (GAAP).

No individual severance or change-in-control agreements for executive officers

Completed 9 acquisitions in 2023 for $5B, and invested nearly $7B in RD&E

Returned $6B to stockholders through dividends in 2023

The Annual Meeting of Stockholders of International Business Machines Corporation will be held on Tuesday, April 30, 2024 at 1:00 p.m. Eastern Time in a virtual format.

The ratio of the CEO’s annual total compensation to that of the median employee’s annual total compensation is 312:1.

A. Krishna, Chairman and CEO​ ​ ​ 2023 ​ ​ ​ $ 1,500,000 ​ ​ ​ ​ $ 0 ​ ​ ​ ​ $ 11,483,809 ​ ​ ​ $3,339,560 ​ ​ $3,510,000 ​ ​ ​ $ 23,183 ​ ​ ​ ​ $ 0 ​ ​ ​ $541,874 ​ ​ ​ $ 20,398,426

Mr. Krishna’s long-term incentive grant is comprised of 60% 2024-2026 Performance Share Units, 20% Restricted Stock Units, and 20% Stock Options.

Advisory Vote on Executive Compensation (Say on Pay)

Name ​ ​ 2023 Annual Incentive Payouts(1) ​ ​ J.J. Kavanaugh ​ ​ $1,730,430 ​ ​ R.D. Thomas ​ ​ 1,552,500 ​ ​ G. Cohn ​ ​ 1,848,600 ​ ​ M.H. Browdy ​ ​ 1,516,800

For 2023 performance, the Board approved an annual incentive payment of $3,510,000 for Mr. Krishna, which was 117% of target.

On February 26, 2024, IBM announced that it is updating its reporting segments in the first quarter of 2024.

Exhibit 99.1 of this Form 8-K contains additional information that the Company posted on its Investor Relations website (www.ibm.com/investor/) about these updates.

Our strategic partners include: Adobe, Amazon Web Services (AWS), Microsoft, Oracle, Salesforce, Samsung Electronics and SAP, among others.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

IBM’s corporate headquarters are located at an owned site in Armonk, New York.

Under the Indenture, subject to no event of default, IBM has the right, at its option at any time, without the consent of any holders of any series of debt securities, to be substituted for, and assume the obligations of, IIC under each series of debt securities that are then outstanding under the Indenture.

On January 29, 2024, IBM International Capital Pte. Ltd. (“IIC”), a private company limited by shares incorporated under the laws of the Republic of Singapore and a 100% owned “finance subsidiary” (as described by the U.S. Securities and Exchange Commission in Rule 13-01(a)(4)(vi) of Regulation S-X) of International Business Machines Corporation (“IBM”), and IBM entered into an underwriting agreement (the “Underwriting Agreement”) with Merrill Lynch (Singapore) Pte. Ltd., Citigroup Global Markets Singapore Pte. Ltd., Goldman Sachs (Singapore) Pte., J.P. Morgan Securities Asia Private Limited and The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch

On February 2, 2024, IIC and IBM, as guarantor, entered into an indenture (the “Indenture”) with The Bank of New York Mellon, as trustee. The Indenture provides for the issuance of debt securities by IIC and the full and unconditional guarantee of such debt securities by IBM.

The Notes and the Guarantee will be issued pursuant to the Indenture and the closing of the Offering is expected to occur on February 5, 2024, subject to customary closing conditions.

The actual number of Performance Share Units and Restricted Stock Units granted on this date will be based on the average of IBM’s closing stock price for the 30 active trading days prior to the grant date.

The exercise price of the options will be equal to the average of IBM’s high and low stock price on the date of grant.

The Performance Share Units will be paid out in February 2027.

The Restricted Stock Units and Stock Options will vest 25% per year on each anniversary of the date of grant.

The Long-Term Incentive Awards will be granted on February 21, 2024.

The Actual Number of Stock Options granted on this date will be based on the same IBM closing stock price, but the stock price will also be multiplied by a valuation factor of 0.20 to reflect the discounted value of stock options on the grant date.

The slides for IBM's Chairman and Chief Executive Officer Arvind Krishna and Chief Financial Officer Jim Kavanaugh's fourth-quarter and full-year 2023 earnings presentation on January 24, 2024, are Exhibit 99.2 to this Form 8-K.

Exhibit 99.1 of this Form 8-K contains the prepared remarks for IBM's Chairman and Chief Executive Officer Arvind Krishna and Chief Financial Officer Jim Kavanaugh's fourth-quarter 2023 earnings presentation to investors on January 24, 2024.

Item 2.02. Results of Operations and Financial Condition.

The registrant’s press release dated January 24, 2024, regarding its financial results for the periods ended December 31, 2023, including consolidated financial statements for the periods ended December 31, 2023, is Exhibit 99.1 of this Form 8-K.

In an effort to provide investors with additional information regarding the company’s results as determined by generally accepted accounting principles (GAAP), the company has disclosed in the attached press release certain non-GAAP information which management believes provides useful information to investors. Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in the press release, which is Exhibit 99.1 to this Form 8-K.

Article III, Section 2 of IBM’s By-laws was amended to increase the number of directors to fourteen, effective December 12, 2023.

the former Chief Operating Officer of Fidelity National Information Services, Inc.’s (FIS) Global Financial Solutions

In August 2023, IBM and Zephyr Buyer, L.P., a wholly-owned subsidiary of Francisco Partners (collectively, Francisco), entered into a definitive agreement under which Francisco would acquire The Weather Company assets from IBM for $1,100 million inclusive of $250 million of contingent consideration, of which $200 million is contingent on Francisco’s attainment of certain investment return metrics.

At September 30, 2023, the business met the criteria for held for sale classification. Held for sale assets of approximately $531 million, which consist primarily of goodwill, prepaid and other current assets, intangible assets-net and plant, property and equipment-net of approximately $450 million, $50 million, $20 million and $11 million, respectively, and held for sale liabilities of $17 million consisting primarily of deferred income, were included in the company’s Consolidated Balance Sheet at September 30, 2023.

Third Quarter Apptio, Inc. Software Leading provider of financial and operational IT management and optimization software which enables enterprise leaders to deliver enhanced business value across technology investments

In 2023, we executed workforce rebalancing actions to address remaining stranded costs from portfolio actions over the last couple of years resulting in a charge to pre-tax income from continuing operations of $34 million and $410 million for the three and nine months ended September 30, 2023.

During the nine months ended September 30, 2023, the company completed seven acquisitions at an aggregate cost of $5,033 million.

On October 30, 2023, the company announced that the Board of Directors approved a quarterly dividend of $1.66 per common share. The dividend is payable December 9, 2023 to shareholders of record on November 10, 2023.

In September 2022, the IBM Qualified Personal Pension Plan (Qualified PPP) purchased two separate nonparticipating single premium group annuity contracts from The Prudential Insurance Company of America and Metropolitan Life Insurance Company (collectively, the Insurers) and irrevocably transferred to the Insurers approximately $16 billion of the Qualified PPP’s defined benefit pension obligations and related plan assets, thereby reducing the company’s pension obligations and assets by the same amount.

In October 2023, the company acquired Manta Software, Inc. (Manta), a world-class data lineage platform to complement its capabilities within watsonx.ai, watsonx.data and watsonx.governance. Manta will be integrated into the Software segment.

This change in accounting estimate was effective beginning January 1, 2023. Based on the carrying amount of server and network equipment included in property, plant and equipment-net in the company's Consolidated Balance Sheet as of December 31, 2022, the effect of this change in estimate was an increase in income from continuing operations before income taxes of $44 million, or $0.04 per basic and diluted share for the three months ended September 30, 2023, and $175 million, or $0.16 and $0.15 per basic and diluted share, respectively, for the nine months ended September 30, 2023.

Exhibit 99.1 of this Form 8-K contains the prepared remarks for IBM's Chairman and Chief Executive Officer Arvind Krishna and Chief Financial Officer Jim Kavanaugh's third-quarter 2023 earnings presentation to investors on October 25, 2023.

The slides for IBM's Chairman and Chief Executive Officer Arvind Krishna and Chief Financial Officer Jim Kavanaugh's third-quarter 2023 earnings presentation on October 25, 2023, are Exhibit 99.2 to this Form 8-K.

Exhibit 99.1 of this Form 8-K contains the prepared remarks for IBM's Chairman and Chief Executive Officer Arvind Krishna and Chief Financial Officer Jim Kavanaugh's third-quarter 2023 earnings presentation to investors on October 25, 2023.

Date: October 26, 2023

The information in this Item 7.01, including the corresponding Exhibits 99.1 and 99.2, is being furnished with the Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

Reconciliations of non-GAAP financial measures discussed in the earnings presentation to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in Exhibit 99.2 to this Form 8-K.

the company has disclosed in the attached press release certain non-GAAP information which management believes provides useful information to investors.

The registrant’s press release dated October 25, 2023, regarding its financial results for the period ended September 30, 2023, including consolidated financial statements for the period ended September 30, 2023, is Exhibit 99.1 of this Form 8-K.

Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in the press release, which is Exhibit 99.1 to this Form 8-K.

The information in this Item 2.02, including the corresponding Exhibits 99.1 and 99.2, is being furnished with the Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.