Reg FD Disclosure · Company Update

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 4, 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 7.01. Regulation FD Disclosure. Exhibit 99.1 contains IBM’s presentation materials for IBM’s Investor Briefing on October 4, 2021. ​ In an effort to provide investors with additional information regarding the company’s results as determined by generally accepted accounting principles (GAAP), the company has disclosed in the attached presentation materials certain non-GAAP information, which management believes provides useful information to investors. The rationale for management’s use of non-GAAP measures is included in Exhibit 99.2 to this Form 8-K. Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in the presentation materials, which are attached as Exhibit 99.1 to this Current Report on Form 8-K. ​ These materials may contain forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements involve numerous factors that could cause actual results to differ materially. Additional information about those factors is contained in IBM’s filings with the SEC, available from the SEC, IBM’s web site or IBM’s Investor Relations. ​ The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished with the Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934. ​ Item 8.01. Other Events. ​ On October 4, 2021, IBM announced that immediately preceding the separation of Kyndryl, expected later this year, it will update its reporting segments. Exhibit 99.3 of this Form 8-K contains information that the company posted to its Investor Relations website (www.ibm.com/investor/) about these updates. ​ These materials may contain forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements involve numerous factors that could cause actual results to differ materially. Additional information about those factors is contained in IBM’s filings with the SEC, available from the SEC, IBM’s web site or IBM’s Investor Relations. ​ 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 ​ Investor Briefing Presentation Materials, dated October 4, 2021 99.2 ​ Non-GAAP Financial Information ​ The following exhibits are being filed as part of this report: ​ ​ ​ Exhibit No. ​ Description of Exhibit 99.3 ​ Investor Relations Article, dated October 4, 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. ​ 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: October 4, 2021 ​ ​ ​ ​ ​ ​ ​ By: /s/ Robert F. Del Bene ​ ​ Robert F. Del Bene ​ ​ Vice President and Controller ​ ​ ​ ​ ​ ​ ​ ​ ​ 3