8-KFiling Date: Oct 1, 2026

IBM 8-K: Board expands to 14 directors (Oct 1, 2026)

Executive Change, Bylaw Amendment, Financial Statements

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ACC: 0000051143-26-000086

Event Type

Executive ChangeBylaw AmendmentFinancial Statements
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Event Description

Item 5.02. Executive Change
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On October 1, 2026, IBM announced that Frank Baker, Co-founder and Managing Partner of Siris Capital Group, LLC, was elected to IBM’s Board of Directors, effective October 1, 2026. Mr. Baker joined the Directors and Corporate Governance Committee. IBM’s compensatory and other arrangements for non-management directors are set forth in its Proxy Statement dated March 10, 2026. The related press release is attached as Exhibit 99.1 to the Form 8-K.

Original SEC Filing Text expand_more
Item 5.02(d). Election of Directors. On October 1, 2026, IBM announced that Frank Baker, Co-founder and Managing Partner of Siris Capital Group, LLC, has been elected to the IBM Board of Directors, effective October 1, 2026. Mr. Baker joined the Directors and Corporate Governance Committee. IBM s compensatory and other arrangements for non-management directors are set forth in the company s Proxy Statement, dated March 10, 2026. The press release is attached as Exhibit 99.1 of this Form 8-K.
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Event Description

Item 5.03. Bylaw Amendment
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IBM amended Article III, Section 2 of its By-laws, effective October 1, 2026, to increase the number of directors to fourteen. The amendment was made in connection with Frank Baker’s election to the IBM Board of Directors, effective October 1, 2026. The amended By-laws are filed as Exhibit 3.2 to the Form 8-K. The filing does not state whether shareholder approval was required or obtained.

Original SEC Filing Text expand_more
Item 5.03(a). Amendment to By-laws. In connection with the election of Frank Baker to the IBM Board of Directors, effective October 1, 2026, Article III, Section 2 of the Company's By-laws was amended to increase the number of directors to fourteen, effective October 1, 2026. Exhibit 3.2 of this Form 8-K contains IBM's amended By-laws.
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Event Description

Item 9.01. Financial Statements
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Item 9.01 lists as filed exhibits: Exhibit 3.2, the by-laws of IBM as amended through October 1, 2026, and Exhibit 104, Cover Page Interactive Data File (embedded within the Inline XBRL Document). It lists Exhibit 99.1, a press release dated October 1, 2026, as furnished. The report is signed on October 1, 2026, by /s/ Jane P. Edwards, Vice President, Assistant General Counsel and Secretary.

Original SEC Filing Text expand_more
Item 9.01. Financial Statements and Exhibits. (d) Exhibits The following exhibits are being filed as part of this report: Exhibit No. Description of Exhibit 3.2 The by-laws of IBM, as amended through October 1, 2026 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document) The following exhibit is being furnished as part of this report: Exhibit No. Description of Exhibit 99.1 Press release, dated October 1, 2026 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. 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: October 1, 2026 By: /s/ Jane P. Edwards Jane P. Edwards Vice President, Assistant General Counsel and Secretary 2
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Deep Analysis

IBM elects Siris Capital co-founder Frank Baker to its board and amends by-laws to expand the board to 14 directors.

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