Executive Change · Bylaw Amendment

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 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 5.02(e). Compensatory Arrangements of Certain Officers. 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. 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. 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. A detailed summary of the Plan is described under "Approval of 2026 Long-Term Performance Plan" of the Company's definitive proxy statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 10, 2026 (the "2026 Proxy Statement"), and is incorporated herein by reference. Such summary of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of 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 2 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 3 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 3.2 The By-laws of IBM, as amended through April 28, 2026 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. 4 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: May 1, 2026 By: /s/ Jane P. Edwards Jane P. Edwards Vice President, Assistant General Counsel and Secretary 5