Material Agreement · New Debt / Obligation

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 30, 2022 (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.)           1 New Orchard Rd 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 Capital stock, par value $.20 per share   IBM   NYSE Chicago Chicago Stock Exchange, Inc. 2.625% Notes due 2022   IBM 22A   New York Stock Exchange 1.250% Notes due 2023   IBM 23A   New York Stock Exchange 0.375% Notes due 2023   IBM 23B   New York Stock Exchange 1.125% Notes due 2024   IBM 24A   New York Stock Exchange 2.875% Notes due 2025   IBM 25A   New York Stock Exchange 0.950% Notes due 2025   IBM 25B   New York Stock Exchange 0.875% Notes due 2025   IBM 25C   New York Stock Exchange 0.300% Notes due 2026   IBM 26B   New York Stock Exchange 1.250% Notes due 2027   IBM 27B   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 30   New York Stock Exchange 1.750% Notes due 2031   IBM 31   New York Stock Exchange 0.650% Notes due 2032   IBM 32A   New York Stock Exchange 1.250% Notes due 2034   IBM 34   New York Stock Exchange 1.200% Notes due 2040   IBM 40   New York Stock Exchange 7.00% Debentures due 2025   IBM 25   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 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 1.01. Entry into a Material Definitive Agreement.   On June 30, 2022, International Business Machines Corporation (“IBM”) (i) entered into Amendment No. 1 (the “Three-Year Amendment”) to the existing $2.5 billion Three-Year Credit Agreement dated as of June 21, 2021 (the “Existing Three-Year Credit Agreement”), among IBM, the several banks and other financial institutions from time to time parties thereto (the “Three-Year Lenders”), 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 and (ii) entered into Amendment No. 1 (the “Five-Year Amendment”) to the existing $7.5 billion Five-Year Credit Agreement dated as of June 22, 2021 (the “Existing Five-Year Credit Agreement”), among IBM, the several banks and other financial institutions from time to time parties thereto (the “Five-Year Lenders and, together with the Three-Year Lenders, the “Lenders”), 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. The Three-Year Amendment, among other things, replaces the London Interbank Offered Rate (“LIBOR”) interest rate provisions with customary provisions based on the secured overnight financing rate (“SOFR”) and extends the maturity of the Existing Three-Year Credit Agreement to June 20, 2025. The Five-Year Amendment, among other things, replaces the LIBOR interest rate provisions with customary provisions based on SOFR and extends the maturity of the Existing Five-Year Credit Agreement to June 22, 2027. The foregoing descriptions of the Three-Year Amendment and the Five-Year Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Three-Year Amendment and the Five-Year Amendment, which are filed as Exhibits 10.1 and 10.2 to this report, and are incorporated by reference herein. In the ordinary course of their respective businesses, the Lenders  and their affiliates have engaged, and may in the future engage, in commercial banking, investment banking, financial advisory or other services with the Borrowers for which they have in the past and/or may in the future receive customary compensation and expense reimbursement.  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 10.1 Amendment No. 1 to Three-Year Credit Agreement dated as of June 30, 2022, among International Business Machines Corporation, the several banks and other financial institutions from time to time parties to such agreement and JPMorgan Chase Bank, N.A., as Administrative Agent. 10.2 Amendment No. 1 to Five-Year Credit Agreement dated as of June 30, 2022, among International Business Machines Corporation, the several banks and other financial institutions from time to time parties to such agreement and JPMorgan Chase Bank, N.A., as Administrative Agent. 104   Cover Page Interactive Data File (embedded within the Inline XBRL Document) 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:   July 1, 2022                 By: /s/ Simon J. Beaumont       Simon J. Beaumont Vice President and Treasurer