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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: June 22, 2026
(Date of earliest event reported)
INTERNATIONAL BUSINESS MACHINES CORPORATION
(Exact name of registrant as specified in its charter)
New York 1-236013-0871985
(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 classTrading symbol(s)Name of each exchange on which registered
Capital stock, par value $.20 per shareIBMNew York Stock Exchange
NYSE Texas
0.300% Notes due 2026IBM 26BNew York Stock Exchange
1.250% Notes due 2027IBM 27BNew York Stock Exchange
3.375% Notes due 2027IBM 27FNew York Stock Exchange
0.300% Notes due 2028IBM 28BNew York Stock Exchange
1.750% Notes due 2028IBM 28ANew York Stock Exchange
1.500% Notes due 2029IBM 29New York Stock Exchange
0.875% Notes due 2030IBM 30ANew York Stock Exchange
2.900% Notes due 2030IBM 30CNew York Stock Exchange
1.750% Notes due 2031IBM 31New York Stock Exchange
3.000% Notes due 2031IBM 31ANew York Stock Exchange
3.625% Notes due 2031IBM 31BNew York Stock Exchange
0.650% Notes due 2032IBM 32ANew York Stock Exchange
3.150% Notes due 2033IBM 33ANew York Stock Exchange
3.450% Notes due 2034IBM 34ANew York Stock Exchange
1.250% Notes due 2034IBM 34New York Stock Exchange
3.750% Notes due 2035IBM 35New York Stock Exchange
3.450% Notes due 2037IBM 37New York Stock Exchange
3.850% Notes due 2038IBM 38BNew York Stock Exchange
4.875% Notes due 2038IBM 38New York Stock Exchange
1.200% Notes due 2040IBM 40New York Stock Exchange
4.000% Notes due 2043IBM 43New York Stock Exchange
3.800% Notes due 2045IBM 45ANew York Stock Exchange
Floating Rate Notes due 2028IBM 28ENew York Stock Exchange
6.22% Debentures due 2027IBM 27New York Stock Exchange
6.50% Debentures due 2028IBM 28New York Stock Exchange
5.875% Debentures due 2032IBM 32DNew York Stock Exchange
7.00% Debentures due 2045IBM 45New York Stock Exchange
7.125% Debentures due 2096IBM 96New 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 1.01. Entry into a Material Definitive Agreement.
On June 22, 2026, International Business Machines Corporation (“IBM”) (i) extended the maturity of the existing $2.5 billion Three-Year Credit Agreement dated as of June 22, 2021 (as amended by Amendment No. 1 to Three-Year Credit Agreement, dated as of June 30, 2022, and Amendment No. 2 to Three-Year Credit Agreement, dated as of June 20, 2025, the “Existing Three-Year Credit Agreement”), among IBM, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, BNP Paribas, Citibank N.A. and Royal Bank of Canada, as Syndication Agents, and the Documentation Agents named therein pursuant to an extension request as contemplated by the Existing Three-Year Credit Agreement and (ii) extended the maturity of the existing $7.5 billion Five-Year Credit Agreement dated as of June 22, 2021 (as amended by Amendment No. 1 to Five-Year Credit Agreement, dated as of June 30, 2022, and Amendment No. 2 to Five-Year Credit Agreement, dated as of June 20, 2025, the “Existing Five-Year Credit Agreement”), among IBM, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, BNP Paribas, Citibank N.A. and Royal Bank of Canada, as Syndication Agents, and the Documentation Agents named therein pursuant to an extension request as contemplated by the Existing Five-Year Credit Agreement.

The maturity of each of the Existing Three-Year Credit Agreement and the Existing Five-Year Credit Agreement was extended by a period of one year to June 20, 2029 and June 22, 2031, respectively, confirmations of which are filed as Exhibits 10.1 and 10.2 to this report, and are incorporated by reference herein. The terms of the Existing Three-Year Credit Agreement and the Existing Five-Year Credit Agreement otherwise remain unchanged.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
Exhibit No.Description of Exhibit
10.1
10.2
104Cover Page Interactive Data File (embedded within the Inline XBRL Document)




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: June 23, 2026
By:
/s/ Brien Wierzchowski
Brien Wierzchowski
Vice President and Treasurer
2
JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, New York 10179 June 22, 2026 International Business Machines Corporation One New Orchard Road Armonk, New York 10504 Attention: Vice President and Treasurer Ladies and Gentlemen: Reference is made to (i) the Three-Year Credit Agreement, dated as of June 22, 2021 (as amended by Amendment No. 1 to Three-Year Credit Agreement, dated as of June 30, 2022, Amendment No. 2 to Three-Year Credit Agreement, dated as of June 20, 2025, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among International Business Machines Corporation, a New York corporation (“IBM”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent (the “Administrative Agent”), and (ii) the Extension Request, dated as of June 2, 2026 (the “Extension Request”), delivered by IBM to the Administrative Agent pursuant to Section 2.21(a) of the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement are used herein with the same meaning given to them in the Credit Agreement. We hereby confirm that, prior to the Extension Request Deadline specified in the Extension Request, we have received executed consents to the extension of the Termination Date requested in the Extension Request from each of the Lenders listed on Schedule 1 hereto extending the Termination Date with respect to the Revolving Credit Commitments of such consenting Lenders to June 20, 2029. Also listed on Schedule 1 are each Lender’s respective Revolving Credit Commitment under the Credit Agreement as of the date hereof. Very truly yours, JPMORGAN CHASE BANK, N.A., as the Administrative Agent

 
Schedule 1 Lender Revolving Credit Commitment JPMorgan Chase Bank, N.A. $175,000,000.00 BNP Paribas $175,000,000.00 Citibank, N.A. $175,000,000.00 Royal Bank of Canada $175,000,000.00 Banco Santander, S.A., New York Branch $125,000,000.00 Bank of America, N.A. $125,000,000.00 Barclays Bank PLC $125,000,000.00 Deutsche Bank AG New York Branch $125,000,000.00 HSBC Bank USA, N.A. $125,000,000.00 Mizuho Bank, Ltd. $125,000,000.00 MUFG Bank, Ltd. $125,000,000.00 Sumitomo Mitsui Banking Corporation $125,000,000.00 Wells Fargo Bank, National Association $125,000,000.00 Banco Bilbao Vizcaya Argentaria, S.A. New York Branch $84,375,000.00 Canadian Imperial Bank of Commerce, New York Branch $84,375,000.00 Goldman Sachs Bank USA $84,375,000.00 Societe Generale $84,375,000.00 The Bank of Nova Scotia $84,375,000.00 The Toronto-Dominion Bank, New York Branch $84,375,000.00 Truist Bank $84,375,000.00 U.S. Bank National Association $84,375,000.00 Total: $2,500,000,000.00

 
JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, New York 10179 June 22, 2026 International Business Machines Corporation One New Orchard Road Armonk, New York 10504 Attention: Vice President and Treasurer Ladies and Gentlemen: Reference is made to (i) the Five-Year Credit Agreement, dated as of June 22, 2021 (as amended by Amendment No. 1 to Five-Year Credit Agreement, dated as of June 30, 2022, Amendment No. 2 to Five-Year Credit Agreement, dated as of June 20, 2025, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among International Business Machines Corporation, a New York corporation (“IBM”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent (the “Administrative Agent”), and (ii) the Extension Request, dated as of June 2, 2026 (the “Extension Request”), delivered by IBM to the Administrative Agent pursuant to Section 2.21(a) of the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement are used herein with the same meaning given to them in the Credit Agreement. We hereby confirm that, prior to the Extension Request Deadline specified in the Extension Request, we have received executed consents to the extension of the Termination Date requested in the Extension Request from each of the Lenders listed on Schedule 1 hereto extending the Termination Date with respect to the Revolving Credit Commitments of such consenting Lenders to June 22, 2031. Also listed on Schedule 1 are each Lender’s respective Revolving Credit Commitment under the Credit Agreement as of the date hereof. Very truly yours, JPMORGAN CHASE BANK, N.A., as the Administrative Agent

 
Schedule 1 Lender Revolving Credit Commitment JPMorgan Chase Bank, N.A. $525,000,000.00 BNP Paribas $525,000,000.00 Citibank, N.A. $525,000,000.00 Royal Bank of Canada $525,000,000.00 Banco Santander, S.A., New York Branch $375,000,000.00 Bank of America, N.A. $375,000,000.00 Barclays Bank PLC $375,000,000.00 Deutsche Bank AG New York Branch $375,000,000.00 HSBC Bank USA, N.A. $375,000,000.00 Mizuho Bank, Ltd. $375,000,000.00 MUFG Bank, Ltd. $375,000,000.00 Sumitomo Mitsui Banking Corporation $375,000,000.00 Wells Fargo Bank, National Association $375,000,000.00 Banco Bilbao Vizcaya Argentaria, S.A. New York Branch $253,125,000.00 Canadian Imperial Bank of Commerce, New York Branch $253,125,000.00 Goldman Sachs Bank USA $253,125,000.00 Societe Generale $253,125,000.00 The Bank of Nova Scotia $253,125,000.00 The Toronto-Dominion Bank, New York Branch $253,125,000.00 Truist Bank $253,125,000.00 U.S. Bank National Association $253,125,000.00 Total: $7,500,000,000.00