Material Agreement · New Debt / Obligation

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 20, 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 (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 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 1.01. Entry into a Material Definitive Agreement.   On June 20, 2025, 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 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 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 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. 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. The foregoing descriptions of the Three-Year Amendment and the Five-Year Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Three-Year Amendment and the Five-Year Amendment, which are filed as Exhibits 10.1 and 10.2 to this report, and are incorporated by reference herein. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.   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 2 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                   By:  /s/ Brien Wierzchowski       Brien Wierzchowski       Vice President and Treasurer   3