IBM (NYSE: IBM) updates shelf with €3.5B and $3.25B note exhibits

Rhea-AI Filing Summary

International Business Machines Corporation (IBM) filed a Form 8-K to update its existing shelf registration statement by incorporating detailed note-offering documents as exhibits. The filing covers Euro‑denominated notes with an aggregate principal amount of €3,500,000,000 and U.S. dollar notes with an aggregate principal amount of $3,250,000,000.

The 8-K adds underwriting agreements for both the Euro and USD offerings, forms of fixed and floating rate notes with maturities ranging from 2028 to 2056, and a legal opinion and related consent from Vice President and Assistant General Counsel Jane P. Edwards. The Euro and USD notes were offered using separate prospectus supplements under Registration Statement No. 333-276739 on Form S-3, which became effective January 29, 2024.

false 0000051143 Capital stock, par value $.20 per share IBM CHX 0000051143 2026-01-29 2026-01-29 0000051143 us-gaap:CommonStockMember exch:XCHI 2026-01-29 2026-01-29 0000051143 us-gaap:CommonStockMember exch:XNYS 2026-01-29 2026-01-29 0000051143 ibm:Notes0.300PercentDue2026Member exch:XNYS 2026-01-29 2026-01-29 0000051143 ibm:Notes1.250PercentDue2027Member exch:XNYS 2026-01-29 2026-01-29 0000051143 ibm:Notes3.375PercentDue2027Member exch:XNYS 2026-01-29 2026-01-29 0000051143 ibm:Notes0.300PercentDue2028Member exch:XNYS 2026-01-29 2026-01-29 0000051143 ibm:Notes1.750PercentDue2028Member exch:XNYS 2026-01-29 2026-01-29 0000051143 ibm:Notes1.500PercentDue2029Member exch:XNYS 2026-01-29 2026-01-29 0000051143 ibm:Notes0.875PercentDue2030Member exch:XNYS 2026-01-29 2026-01-29 0000051143 ibm:Notes2.900PercentDue2030Member exch:XNYS 2026-01-29 2026-01-29 0000051143 ibm:Notes1.750PercentDue2031Member exch:XNYS 2026-01-29 2026-01-29 0000051143 ibm:Notes3.625PercentDue2031Member exch:XNYS 2026-01-29 2026-01-29 0000051143 exch:XNYS ibm:Notes0.650PercentDue2032Member 2026-01-29 2026-01-29 0000051143 ibm:Notes3.150PercentDue2033Member exch:XNYS 2026-01-29 2026-01-29 0000051143 exch:XNYS ibm:Notes1.250PercentDue2034Member 2026-01-29 2026-01-29 0000051143 ibm:Notes3.750PercentDue2035Member exch:XNYS 2026-01-29 2026-01-29 0000051143 ibm:Notes3.450PercentDue2037Member exch:XNYS 2026-01-29 2026-01-29 0000051143 ibm:Notes4.875PercentDue2038Member exch:XNYS 2026-01-29 2026-01-29 0000051143 exch:XNYS ibm:Notes1.200PercentDie2040Member 2026-01-29 2026-01-29 0000051143 ibm:Notes4.000PercentDue2043Member exch:XNYS 2026-01-29 2026-01-29 0000051143 ibm:Notes3.800PercentDue2045Member exch:XNYS 2026-01-29 2026-01-29 0000051143 ibm:Debentures6.22PercentDue2027Member exch:XNYS 2026-01-29 2026-01-29 0000051143 ibm:Debentures6.50PercentDue2028Member exch:XNYS 2026-01-29 2026-01-29 0000051143 ibm:Debentures5.875PercentDue2032Member exch:XNYS 2026-01-29 2026-01-29 0000051143 ibm:Debentures7.00PercentDue2045Member exch:XNYS 2026-01-29 2026-01-29 0000051143 ibm:Debentures7.125PercentDue2096Member exch:XNYS 2026-01-29 2026-01-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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: January 29, 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 Chicago
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
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. ¨

Financial Statements and Exhibits.

This Current Report on Form 8-K is being filed to incorporate by reference into Registration Statement No. 333-276739 on Form S-3, effective January 29, 2024, the documents included as (1) Exhibits 1.1, 4.1, 4.2, 4.3 and 4.4 relating to €3,500,000,000 aggregate principal amount of debt securities of the Registrant (the “Euro Notes”), (2) Exhibits 1.2, 4.5, 4.6, 4.7, 4.8 and 4.9 relating to $3,250,000,000 aggregate principal amount of debt securities of the Registrant (the “USD Notes” and, together with the Euro Notes, the “Notes”) and (3) Exhibits 5.1 and 23.1 regarding the Notes. The Euro and the USD Notes were offered by means of separate prospectus supplements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit  No.		Description of Exhibit
1.1		Underwriting Agreement dated January 29, 2026 among International Business Machines Corporation and Citigroup Global Markets Limited, BNP PARIBAS, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC, HSBC Bank plc, Merrill Lynch International, Mizuho International plc, Canadian Imperial Bank of Commerce, London Branch, Société Générale, TD Global Finance unlimited company, Academy Securities, Inc. and Cabrera Capital Markets LLC, as the Underwriters
1.2		Underwriting Agreement dated January 29, 2026 among International Business Machines Corporation and Citigroup Global Markets Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc. and Mizuho Securities USA LLC, as the Representatives of the Underwriters
4.1		Form of 3.000% Note due 2031
4.2		Form of 3.450% Note due 2034
4.3		Form of 3.850% Note due 2038
4.4		Form of Floating Rate Note due 2028
4.5		Form of 4.000% Note due 2029
4.6		Form of 4.300% Note due 2031
4.7		Form of 4.600% Note due 2033
4.8		Form of 4.950% Note due 2036
4.9		Form of 5.800% Note due 2056
5.1		Opinion of Jane P. Edwards, Vice President, Assistant General Counsel and Secretary regarding the Notes
23.1		Consent of Jane P. Edwards, Vice President, Assistant General Counsel and Secretary (included in Exhibit 5.1)
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: February 2, 2026
	By:	/s/ Brien Wierzchowski
		Brien Wierzchowski
		Vice President and Treasurer

FAQ

What is IBM (IBM) reporting in this Form 8-K filing?

IBM is using this Form 8-K to add detailed note-related exhibits to an existing shelf registration. It incorporates underwriting agreements, forms of Euro and USD notes, and a legal opinion and consent so these documents are formally part of Registration Statement No. 333-276739.

How much debt is covered by IBM’s Euro Notes and USD Notes in this filing?

The filing references Euro Notes with an aggregate principal amount of €3,500,000,000 and USD Notes totaling $3,250,000,000. These amounts describe the size of the Euro- and dollar-denominated debt securities that are documented through the exhibits incorporated into IBM’s shelf registration statement.

Which registration statement does IBM’s 8-K incorporate these note exhibits into?

IBM’s 8-K incorporates the note-related exhibits into Registration Statement No. 333-276739 on Form S-3. That shelf registration became effective on January 29, 2024 and provides the framework under which the Euro and USD notes were offered by separate prospectus supplements.

What types of exhibits related to notes does IBM include in this Form 8-K?

The exhibits include underwriting agreements for Euro and USD offerings and forms of notes with various coupons and maturities. Examples are a 3.000% note due 2031, a 4.950% note due 2036, a 5.800% note due 2056, and a floating rate note due 2028, plus related legal opinion materials.

Who provided the legal opinion for IBM’s notes in this filing?

Jane P. Edwards, IBM’s Vice President, Assistant General Counsel and Secretary, provided the legal opinion regarding the notes. Her opinion appears as Exhibit 5.1, and her consent is included as Exhibit 23.1, confirming her authorization for the opinion’s use with the registered note offerings.

How were IBM’s Euro and USD notes offered to investors?

IBM’s Euro and USD notes were offered by means of separate prospectus supplements under its Form S-3 shelf registration. The 8-K clarifies that these supplements, together with the newly filed underwriting and note form exhibits, document the offerings of the Euro Notes and USD Notes referenced in the registration.