UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: ~~June~~ 20July 23, 2025

(Date of earliest event reported)

INTERNATIONAL BUSINESS MACHINES CORPORATION

(Exact name of registrant as specified in its charter)

New York

~~1-2360~~

~~13-0871985~~

1-2360

13-0871985

(State of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(State of Incorporation)

(Commission File Number)

(IRS employer Identification No.)

One New Orchard Road Armonk, New York

10504

(Address of principal executive offices)

(Zip Code)


One New Orchard Road Armonk, New York									10504
(Address of principal executive offices)									(Zip Code)

914-499-1900

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Capital stock, par value $.20 per share

IBM

New York Stock Exchange

NYSE Texas

2.875% Notes due 2025

IBM 25A

New York Stock Exchange

0.300% Notes due 2026

IBM 26B

New York Stock Exchange

1.250% Notes due 2027

IBM 27B

New York Stock Exchange

3.375% Notes due 2027

IBM 27F

New York Stock Exchange

0.300% Notes due 2028

IBM 28B

New York Stock Exchange

1.750% Notes due 2028

IBM 28A

New York Stock Exchange

1.500% Notes due 2029

IBM 29

New York Stock Exchange

0.875% Notes due 2030

IBM 30A

New York Stock Exchange

2.900% Notes due 2030

IBM 30C

New York Stock Exchange

1.750% Notes due 2031

IBM 31

New York Stock Exchange

3.625% Notes due 2031

IBM 31B

New York Stock Exchange

0.650% Notes due 2032

IBM 32A

New York Stock Exchange

3.150% Notes due 2033

IBM 33A

New York Stock Exchange

1.250% Notes due 2034

IBM 34

New York Stock Exchange

3.750% Notes due 2035

IBM 35

New York Stock Exchange

3.450% Notes due 2037

IBM 37

New York Stock Exchange

4.875% Notes due 2038

IBM 38

New York Stock Exchange

1.200% Notes due 2040

IBM 40

New York Stock Exchange

4.000% Notes due 2043

IBM 43

New York Stock Exchange

3.800% Notes due 2045

IBM 45A

New York Stock Exchange

7.00% Debentures due 2025

IBM 25

New York Stock Exchange

6.22% Debentures due 2027

IBM 27

New York Stock Exchange

6.50% Debentures due 2028

IBM 28

New York Stock Exchange

5.875% Debentures due 2032

IBM 32D

New York Stock Exchange

7.00% Debentures due 2045

IBM 45

New York Stock Exchange

7.125% Debentures due 2096

IBM 96

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 12.0102. ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

OnThe ~~June~~registrant’s ~~20,~~press ~~2025,~~release ~~International Business Machines Corporation (“IBM”) (i) entered into Amendment No. 2 (the “Three-Year Amendment”) to the existing $2.5 billion Three-Year Credit Agreement~~ dated asJuly 23, ~~of June 22~~2025, ~~2021~~regarding ~~(as~~its ~~amended~~financial byresults ~~Amendment~~for ~~No.~~the 1period toended ~~Three-Year Credit Agreement, dated as of~~ June 30, ~~2022~~2025, ~~the~~including ~~“Existing~~consolidated ~~Three-Year Credit Agreement”), among IBM, the several banks and other~~ financial ~~institutions~~statements ~~from~~for ~~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~~period ~~Agents~~ended ~~named therein and (ii) entered into Amendment No. 2 (the “Five-Year Amendment”) to the existing $7.5 billion Five-Year Credit Agreement dated as of~~ June 30, 222025, ~~2021~~is ~~(as~~Exhibit ~~amended by Amendment No~~99. 1 ~~to Five-Year Credit Agreement, dated as~~ of ~~June~~this ~~30,~~Form ~~2022, the “Existing Five~~8-~~Year Credit Agreement”), among IBM, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N~~K.~~A., as Administrative Agent, BNP Paribas, Citibank N.A. and Royal Bank of Canada, as Syndication Agents, and the Documentation Agents named therein.~~

~~The~~In ~~Three-Year~~an ~~Amendment,~~effort ~~among~~to ~~other~~provide ~~things,~~investors ~~extends~~with ~~the~~additional ~~maturity~~information ofregarding the ~~Existing~~company’s ~~Three-Year~~results ~~Credit~~as ~~Agreement~~determined toby ~~June~~generally ~~20,~~accepted ~~2028.~~accounting ~~The~~principles ~~Five-Year Amendment~~(GAAP), ~~among~~the ~~other things,~~company ~~extends~~has disclosed in the ~~maturity~~attached ofpress ~~the~~release ~~Existing~~certain ~~Five~~non-~~Year~~GAAP ~~Credit~~information ~~Agreement~~which tomanagement ~~June~~believes ~~22,~~provides ~~2030.~~useful ~~The~~information ~~foregoing~~to ~~descriptions~~investors. Reconciliations of ~~the~~these ~~Three~~non-~~Year~~GAAP ~~Amendment~~financial ~~and~~measures to the ~~Five-Year~~most ~~Amendment~~directly docomparable ~~not~~financial ~~purport~~measures tocalculated beand ~~complete~~presented ~~and~~in accordance with GAAP are ~~qualified~~included in ~~their~~the ~~entirety~~press ~~by reference~~release, towhich ~~the~~is ~~full~~Exhibit ~~text~~99.1 ofto ~~the~~this ~~Three~~Form 8-~~Year~~K. ~~Amendment~~The ~~and~~rationale ~~the~~for ~~Five-Year~~management’s ~~Amendment,~~use ~~which~~of ~~are~~non-GAAP ~~filed~~measures asis ~~Exhibits~~included ~~10.1~~in ~~and~~Exhibit 1099.2 to this ~~report,~~Form ~~and are incorporated by reference herein~~8-K.

The information in this Item 2.0302, including the corresponding Exhibits 99.1 ~~Creation~~and of99.2, ais ~~Direct~~being ~~Financial~~furnished ~~Obligation~~with orthe anCommission ~~Obligation under~~and anshall ~~Off-Balance~~not ~~Sheet~~be ~~Arrangement~~deemed “filed” for purposes of aSection ~~Registrant~~18 of the Securities Exchange Act of 1934.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment No. 2 dated June 20, 2025 to the Three-Year Credit Agreement dated as of June 22, 2021 (as amended by Amendment No. 1 thereto, dated as of June 30, 2022), 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
10.2		Amendment No. 2 dated June 20, 2025 to the Five-Year Credit Agreement dated as of June 22, 2021 (as amended by Amendment No. 1 thereto, dated as of June 30, 2022), 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
104		Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

The following exhibits are being furnished as part of this report:


Exhibit No.						Description of Exhibit
99.1						Earnings Release of the Registrant, dated July 23, 2025
99.2						Non-GAAP Metrics and Other Financial Information

The following exhibit is being filed as part of this report:


Exhibit No.						Description of Exhibit
104						Cover Page Interactive Data File (embedded within the Inline XBRL Document)

IBM’s web site (www.ibm.com) contains a significant amount of information about IBM, including financial and other information for investors (www.ibm.com/investor/). IBM encourages investors to visit its various web sites from time to time, as information is updated and new information is posted.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: June 20, 2025
Date: July 23, 2025
	~~By:~~	~~/s/ Brien Wierzchowski~~	By:	/s/ Nicolás A. Fehring
		Brien Wierzchowski
				Nicolás A. Fehring
		Vice President and Treasurer
				Vice President and Controller

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