IBM (NYSE: IBM) expands board to 14 directors with Ramon Laguarta

Rhea-AI Filing Summary

International Business Machines Corporation filed a current report to document a corporate governance change. In connection with the election of Ramon Laguarta to the Board of Directors, IBM amended Article III, Section 2 of its By-laws to increase the number of directors to fourteen, effective March 1, 2026. The amended By-laws are included as an exhibit to the report, along with the required cover page interactive data file.

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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: March 1, 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 5.03(a). Amendment to By-laws.

In connection with the election of Ramon Laguarta to the IBM Board of Directors, effective March 1, 2026, Article III, Section 2 of IBM's By-laws was amended to increase the number of directors to fourteen, effective March 1, 2026. Exhibit 3.2 of this Form 8-K contains IBM's amended By-laws.

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 March 1, 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.

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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: March 3, 2026
			By:			/s/ Jane P. Edwards
						Jane P. Edwards
						Vice President, Assistant General Counsel and Secretary

3

FAQ

What corporate change did IBM (IBM) report in this 8-K filing?

IBM reported a governance change, amending its By-laws to expand the Board of Directors to fourteen members. This amendment is tied to the election of Ramon Laguarta to the IBM Board, effective March 1, 2026, and is documented in the updated By-laws exhibit.

Why did IBM (IBM) amend Article III, Section 2 of its By-laws?

IBM amended Article III, Section 2 of its By-laws to increase the authorized number of directors to fourteen. The change was made in connection with the election of Ramon Laguarta to the Board, ensuring the By-laws align with the new board composition effective March 1, 2026.

When does IBM’s increase to fourteen directors become effective?

The increase in IBM’s Board size to fourteen directors is effective March 1, 2026. This effective date coincides with the election of Ramon Laguarta to the Board, and the amended By-laws reflecting this change are included as Exhibit 3.2 to the current report.

Which exhibits did IBM (IBM) provide with this 8-K filing?

IBM furnished Exhibit 3.2, containing its By-laws as amended through March 1, 2026, and filed Exhibit 104, the cover page interactive data file. These exhibits formally document the By-law amendment and provide required Inline XBRL cover data for regulatory and investor reference.

Does this IBM (IBM) 8-K involve new financial results or earnings data?

This 8-K focuses on a By-law amendment and Board composition change rather than financial results. It documents the increase in the number of directors to fourteen and includes the amended By-laws and cover page interactive data file, without presenting new earnings or operating performance figures.

Where can investors find more information about IBM (IBM) and this governance change?

Investors can find more information on IBM’s website at www.ibm.com, including its dedicated investor section at www.ibm.com/investor. The amended By-laws are provided as Exhibit 3.2 with this report, offering detailed language on the Board size and related governance provisions.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.2 EX-3.2 205.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 8.3 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 30.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 61.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 32.3 KB