IBM: Election Of Directors, Amendment To Bylaws, Financial Statements And Exhibits

Item 5.02(d). Election of Directors.On October 1, 2026, IBM announced that Frank Baker, Co-founder and Managing Partner of Siris Capital Group, LLC, has been elected to the IBM Board of Directors, effective October 1, 2026. Mr. Baker joined the Directors and Corporate Governance Committee.IBM’s compensatory and other arrangements for non-management directors are set forth in the company’s Proxy Statement, dated March 10, 2026. The press release is attached as Exhibit 99.1 of this Form 8-K.Item 5.03(a). Amendment to By-laws.In connection with the election of Frank Baker to the IBM Board of Directors, effective October 1, 2026, Article III, Section 2 of the Company's By-laws was amended to increase the number of directors to fourteen, effective October 1, 2026. Exhibit 3.2 of this Form 8-K contains IBM's amended By-laws.Item 9.01. Financial Statements and Exhibits.(d)ExhibitsThe following exhibits are being filed as part of this report:Exhibit No.Description of Exhibit3.2The by-laws of IBM, as amended through October 1, 2026104Cover Page Interactive Data File (embedded within the Inline XBRL Document)The following exhibit is being furnished as part of this report:Exhibit No.Description of Exhibit99.1Press release, dated October 1, 2026IBM’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.2SIGNATUREPursuant 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, 2026By:/s/ Jane P. EdwardsJane P. EdwardsVice President, Assistant General Counsel and Secretary2

IBM: Election Of Directors, Amendment To Bylaws, Financial Statements And Exhibits

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