International Business Machines Corp SEC Filings

International Business Machines Corp. (IBM) had its 7% Debentures due October 30, 2025 removed from listing and registration on the New York Stock Exchange. The Exchange filed a Form 25 under Section 12(b) of the Securities Exchange Act to strike this class of securities from the NYSE.

The filing states the Exchange complied with 17 CFR 240.12d2-2(b), and notes issuer compliance with Exchange rules and 17 CFR 240.12d2-2(c) governing voluntary withdrawal. This action applies specifically to the 7% Debentures due October 30, 2025.

IBM reported solid Q3 2025 results with total revenue of $16.331 billion (up from $14.968 billion) and diluted EPS from continuing operations of $1.84 versus a loss last year, when results included a pension settlement charge. Gross profit reached $9.36 billion, while SG&A declined to $4.748 billion and R&D increased to $2.082 billion. A swing in other (income) and expense to $(173) million from an expense of $2.244 billion and higher interest expense of $492 million also shaped the quarter.

Segment trends were favorable: Software revenue rose 10.5%, Infrastructure 17.0%, and Consulting 3.3%, with total segment revenue up 9.3% year over year. The company recorded a one-time, non-cash income tax charge of approximately $300 million tied to U.S. H.R. 1 enacted in July. Year-to-date cash from operations was $9.153 billion; acquisition spending totaled $7.903 billion, contributing to higher debt balances. Remaining performance obligations were about $64 billion at September 30, 2025, with 68% expected to be recognized over the next two years and 29% in years three to five.

IBM filed an 8-K under Item 7.01 (Regulation FD), furnishing materials for its third-quarter 2025 earnings presentation to investors on October 22, 2025. The company provided prepared remarks from the Chairman and CEO Arvind Krishna and CFO Jim Kavanaugh as Exhibit 99.1, and the presentation slides as Exhibit 99.2.

Non-GAAP reconciliations for measures discussed in the presentation are included in Exhibit 99.2. The information in Item 7.01 and Exhibits 99.1 and 99.2 is being furnished, not filed, under the Securities Exchange Act of 1934.

International Business Machines Corporation (IBM) furnished an 8-K under Item 2.02, providing a press release with financial results for the period ended September 30, 2025 as Exhibit 99.1 and related non-GAAP information as Exhibit 99.2. The materials are described as being furnished, not filed, under the Exchange Act. IBM notes that reconciliations to GAAP are included in the press release and directs investors to its website for additional information.

Peter R. Voser, an IBM director, reported a non-derivative acquisition dated 09/30/2025 of 355 Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan. The filing shows a per-share reference price of $282.16 and indicates 30,918 shares beneficially owned by Mr. Voser following the reported transaction. The Promised Fee Shares are deferrals of director fees that are paid out after retirement in common stock or cash, and distribution is deferred until retirement according to the plan terms.

Martha E. Pollack, an IBM director, reported an acquisition of 209 "Promised Fee Shares" under the IBM Board of Directors Deferred Compensation and Equity Award Plan executed on 09/30/2025. These deferred shares were recorded at a notional price of $282.16 each and are payable in common stock or cash after retirement. After this transaction, the reporting person beneficially owned 16,538 shares of IBM common stock in a direct ownership form. The filing notes the shares represent deferred director fees and that distributions are deferred until retirement.

Michael Miebach, a director of International Business Machines Corp (IBM), reported on Form 4 that on 09/30/2025 he elected to defer director fees into Promised Fee Shares under IBM's Board of Directors Deferred Compensation and Equity Award Plan. The deferral converted fees into 324 shares at an indicated per-share price of $282.16. After the transaction, he beneficially owns 3,204 shares directly. The Promised Fee Shares are payable after retirement and the distribution is deferred until that time, per the plan terms; the filing does not state the dollar value of the deferred fee beyond the per-share price or the retirement date.

Insider transaction reported by director F. W. McNabb III at IBM (IBM). The Form 4 shows a transaction dated 09/30/2025 in which 324 Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan were acquired at an indicated share price of $282.16 and recorded as Common Stock. Following this reported transaction, the reporting person beneficially owned 15,223 shares directly. The filing explains these are Promised Fee Shares arising from deferral of director fees, with distribution deferred until the director's retirement and paid in either common stock or cash.

Andrew N. Liveris, a director of International Business Machines Corp. (IBM), reported a non-derivative acquisition on 09/30/2025 of 346 Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan. The filing shows a per-share reference of $282.16 and indicates 42,628 shares beneficially owned by Mr. Liveris following the reported transaction. The Promised Fee Shares are compensation deferrals that are payable after retirement and the distribution is explicitly deferred until retirement. The Form 4 was signed on 10/01/2025.