Equity Issuance · Bylaw Amendment

Title of each class Capital stock, par value $.20 per share Trading symbol IBM Common Stock     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: October 1, 2021 (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 Chicago 2.625% Notes due 2022   IBM 22A   New York Stock Exchange 1.250% Notes due 2023   IBM 23A   New York Stock Exchange 0.375% Notes due 2023   IBM 23B   New York Stock Exchange 1.125% Notes due 2024   IBM 24A   New York Stock Exchange 2.875% Notes due 2025   IBM 25A   New York Stock Exchange 0.950% Notes due 2025   IBM 25B   New York Stock Exchange 0.875% Notes due 2025   IBM 25C   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 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 1.750% Notes due 2031   IBM 31   New York Stock Exchange 0.650% Notes due 2032   IBM 32A   New York Stock Exchange 1.200% Notes due 2040   IBM 40   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 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 3.02. Unregistered Sales of Equity Securities.   On October 1, 2021, International Business Machines Corporation (the “Company”) issued 54,908,899 shares of its Series A Preferred Stock to a wholly owned subsidiary of the Company in exchange for 164,726,696 shares of the Company’s common stock held by the subsidiary.   The shares of Series A Preferred Stock described above were issued in reliance on the exemption contained in Section 4(a)(2) of the Securities Act of 1933, as amended, on the basis that the transaction did not involve a public offering. No underwriters were involved in the transaction.   Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.   On October 1, 2021, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation with the Secretary of State of the State of New York to establish the terms, rights, obligations and preferences of the Company’s Series A Preferred Stock. The Certificate of Amendment became effective upon filing with the Secretary of State of New York. The Certificate of Amendment designates 75,000,000 shares as Series A Preferred Stock, par value $0.01 per share. The Company does not intend to issue or transfer any shares of Series A Preferred Stock to any third parties.   Each share of Series A Preferred Stock will be entitled, when, as and if declared, to a per share dividend payment equal to three times the dividend declared per share of the Company’s common stock; provided that if the Company distributes equity securities of a subsidiary, then, in lieu of participating in such distribution, each share of Series A Preferred Stock will receive an additional number of shares of Series A Preferred Stock or other property of at least equivalent value, in each case as determined by the Company’s board of directors. Each share of Series A Preferred Stock will entitle the holder thereof to one vote on all matters submitted to a vote of the stockholders of the Company, however, shares of Series A Preferred Stock held by a subsidiary of the Company will not be entitled to any voting rights. Upon liquidation, a holder of Series A Preferred Stock will be entitled to the greater of the par value per share of Series A Preferred Stock or the amount that would be distributable on three shares of the Company’s common stock. The terms of the Series A Preferred Stock are subject to customary anti-dilution adjustments.   The foregoing description of the Certificate of Amendment and the terms of the Series A Preferred Stock does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated by reference herein.   Item 9.01. Financial Statements and Exhibits.   (d) Exhibits   The following exhibits are being filed as part of this report:   Exhibit No.   Description of Exhibit 3.1   Certificate of Amendment of the Certificate of Incorporation with respect to the Series A Preferred Stock, dated October 1, 2021       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   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: October 1, 2021         By: /s/ Frank Sedlarcik     Frank Sedlarcik     Vice President, Assistant General Counsel and Secretary