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: April 22 28, 2026

(Date of earliest event reported)

INTERNATIONAL BUSINESS MACHINES CORPORATION

(Exact name of registrant as specified in its charter)

New York

1-2360

13-0871985

(State of Incorporation)

(Commission File Number)

(IRS employer Identification No.)


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

914-499-1900

(Registrant’s telephone number)

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


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

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

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Capital stock, par value $.20 per share

IBM

New York Stock Exchange

NYSE Texas

0.300% Notes due 2026

IBM 26B

New York Stock Exchange

1.250% Notes due 2027

IBM 27B

New York Stock Exchange

3.375% Notes due 2027

IBM 27F

New York Stock Exchange

0.300% Notes due 2028

IBM 28B

New York Stock Exchange

1.750% Notes due 2028

IBM 28A

New York Stock Exchange

1.500% Notes due 2029

IBM 29

New York Stock Exchange

0.875% Notes due 2030

IBM 30A

New York Stock Exchange

2.900% Notes due 2030

IBM 30C

New York Stock Exchange

1.750% Notes due 2031

IBM 31

New York Stock Exchange

3.000% Notes due 2031

IBM 31A

New York Stock Exchange

3.625% Notes due 2031

IBM 31B

New York Stock Exchange

0.650% Notes due 2032

IBM 32A

New York Stock Exchange

3.150% Notes due 2033

IBM 33A

New York Stock Exchange

3.450% Notes due 2034

IBM 34A

New York Stock Exchange

1.250% Notes due 2034

IBM 34

New York Stock Exchange

3.750% Notes due 2035

IBM 35

New York Stock Exchange

3.450% Notes due 2037

IBM 37

New York Stock Exchange

3.850% Notes due 2038

IBM 38B

New York Stock Exchange

4.875% Notes due 2038

IBM 38

New York Stock Exchange

1.200% Notes due 2040

IBM 40

New York Stock Exchange

4.000% Notes due 2043

IBM 43

New York Stock Exchange

3.800% Notes due 2045

IBM 45A

New York Stock Exchange

Floating Rate Notes due 2028

IBM 28E

New York Stock Exchange

6.22% Debentures due 2027

IBM 27

New York Stock Exchange

6.50% Debentures due 2028

IBM 28

New York Stock Exchange

5.875% Debentures due 2032

IBM 32D

New York Stock Exchange

7.00% Debentures due 2045

IBM 45

New York Stock Exchange

7.125% Debentures due 2096

IBM 96

New York Stock Exchange

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

Emerging growth company ☐

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

Item 25.02(e). ~~Results~~Compensatory Arrangements of ~~Operations~~Certain ~~and Financial Condition~~Officers.

~~The~~On ~~registrant’s press release dated~~ April 22 28, 2026, the ~~regarding~~IBM ~~its~~2026 ~~financial~~Long-Term ~~results~~Performance ~~for~~Plan (the ~~period~~“Plan”) ~~ended~~was ~~March 31,~~approved ~~2026,~~by ~~including~~the ~~consolidated~~stockholders ~~financial~~of ~~statements~~International ~~for~~Business Machines Corporation ("IBM" or the ~~period~~"Company") ~~ended~~at ~~March 31,~~its 2026, isAnnual ~~Exhibit~~Meeting 99of Stockholders (the "Annual Meeting") held on that date.1 The Plan was previously approved by the Company's Board of ~~this~~Directors ~~Form~~(the ~~8-K~~“Board”) on February 24, 2026, subject to stockholder approval.

InThe anPlan ~~effort~~authorizes tocertain ~~provide~~incentive ~~investors~~compensation ~~with~~awards ~~additional~~to ~~information~~be ~~regarding~~granted ~~the~~to ~~company’s~~employees ~~results as determined by generally accepted accounting principles~~ (~~GAAP),~~including the ~~company~~officers ~~has~~of ~~disclosed in~~ the ~~attached~~Company) ~~press~~and ~~release~~independent ~~certain~~contractors ~~non-GAAP~~providing ~~information~~services ~~which management believes provides useful information~~ to ~~investors.~~the ~~Reconciliations~~Company ofand ~~these~~its ~~non-GAAP~~subsidiaries, ~~financial~~subject ~~measures~~ to the ~~most~~terms ~~directly~~and ~~comparable~~conditions ~~financial~~of ~~measures~~the ~~calculated~~Plan. ~~and~~The ~~presented~~types inof ~~accordance~~awards ~~with~~that ~~GAAP~~may ~~are~~be ~~included~~granted inunder the ~~press~~Plan ~~release~~include stock options, ~~which~~SARs, isrestricted ~~Exhibit~~stock, ~~99.1~~RSUs, toPSUs, ~~this~~and ~~Form~~other 8stock-K.based ~~The~~or ~~rationale for management’s use of non~~cash-~~GAAP~~based ~~measures is included in Exhibit 99~~awards.~~2 to this Form 8-K.~~

~~The~~A ~~information~~detailed insummary ~~this~~of ~~Item~~the ~~2.02,~~Plan ~~including~~is described under "Approval of 2026 Long-Term Performance Plan" of the ~~corresponding~~Company's ~~Exhibits~~definitive ~~99.1~~proxy ~~and~~statement ~~99.2~~on Schedule 14A, iswhich ~~being~~was ~~furnished~~filed with the Securities and Exchange Commission on March 10, 2026 (the "2026 Proxy Statement"), and ~~shall~~is incorporated herein by reference. Such summary of the Plan does not purport to be ~~deemed~~complete ~~“filed”~~and ~~for~~is ~~purposes~~qualified ofin ~~Section~~its 18entirety by reference to the full text of the ~~Securities~~Plan, ~~Exchange~~a ~~Act~~copy of ~~1934~~which is included in the 2026 Proxy Statement as Appendix B.

Item 5.03(a). Amendment to By-laws.

As disclosed in the Company’s 2026 Proxy Statement, Frederick H. Waddell was not a nominee for election at the Company’s Annual Meeting held on April 28, 2026, and his term on the Board 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 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.

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) IBM held its Annual Meeting on April 28, 2026. Below are the final voting results. For more information on the following proposals, see IBM’s 2026 Proxy Statement dated March 10, 2026, the relevant portions of which are incorporated herein by reference.

(b) Election of Directors for a Term of One Year:


DIRECTOR	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
M.C. Brown	566,629,438	20,614,934	3,301,846	153,795,179
T. Buberl	571,971,421	15,580,499	2,994,298	153,795,179
D.N. Farr	563,836,707	23,572,343	3,137,168	153,795,179
A. Gorsky	576,449,340	11,120,322	2,976,556	153,795,179
M.J. Howard	581,408,345	6,354,053	2,783,820	153,795,179
A. Krishna	550,735,370	37,035,145	2,775,703	153,795,179
R. Laguarta	576,049,534	11,492,843	3,003,841	153,795,179
A.N. Liveris	509,517,363	77,131,225	3,897,630	153,795,179
F.W. McNabb III	579,894,423	7,619,457	3,032,338	153,795,179
M. Miebach	580,393,883	7,148,217	3,004,118	153,795,179
M.E. Pollack	581,101,903	6,775,731	2,668,584	153,795,179
P.R. Voser	567,427,048	20,099,791	3,019,379	153,795,179
A.W. Zollar	565,396,048	21,774,303	3,375,867	153,795,179

Ratification of Appointment of Independent Registered Public Accounting Firm:


For	696,575,072	94.0	%
Against	44,126,730	6.0	%
Abstain	3,639,595

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

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 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 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 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

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

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

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

Exhibit No.						Description of Exhibit
99.1						Earnings Release of the Registrant, dated April 22, 2026
3.2						The By-laws of IBM, as amended through April 28, 2026
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: April 22, 2026
Date: May 1, 2026
	By:	/s/ ~~Nicolás~~Jane AP. ~~Fehring~~Edwards
		Nicolás A. Fehring
		Jane P. Edwards
		Vice President and Controller
		Vice President, Assistant General Counsel and Secretary

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