IBM

• The Notes include a 4.100% Note due 2030 and a 4.750% Note due 2034.
• The underwriting agreement is dated August 10, 2026, with CIBC World Markets Inc., RBC Dominion Securities Inc., Scotia Capital Inc., and TD Securities Inc. as representatives.
• The filing incorporates exhibits (underwriting agreement, forms of notes, legal opinion, and consent) into Registration Statement No. 333-276739 on Form S-3.
• The report was filed under Item 9.01 to provide the exhibits for the debt offering.

9.01 Financial Statements and Exhibits

• GAAP diluted earnings per share from continuing operations was $2.27, down 2% year over year; operating (non-GAAP) diluted EPS was $2.93, up 5%.
• Software segment revenue grew 5% to $7.8 billion; Consulting was flat at $5.3 billion; Infrastructure declined 7% to $3.8 billion; Financing grew 12% to $0.2 billion.
• The company now expects full-year constant currency revenue growth of 4-5% and continues to expect free cash flow to increase by about $1 billion year over year.
• IBM generated $2.6 billion in net cash from operating activities and $2.5 billion in free cash flow in the second quarter; the board declared a quarterly dividend of $1.69 per share.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Software revenue grew 5 percent, Consulting was flat (up 1 percent at constant currency), and Infrastructure declined 7 percent.
• GAAP diluted EPS was $2.27 (down 2 percent); operating (non-GAAP) diluted EPS was $2.93 (up 5 percent).
• Year-to-date net cash from operating activities was $7.8 billion and free cash flow was $4.8 billion.
• IBM will discuss full-year expectations on its July 22, 2026 earnings call.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• IBM also extended the maturity of its $7.5 billion Five-Year Credit Agreement to June 22, 2031.
• The extensions were made pursuant to extension requests under the existing credit agreements, with all other terms unchanged.
• JPMorgan Chase Bank, N.A. serves as Administrative Agent for both credit facilities.
• The confirmations of extension are filed as Exhibits 10.1 and 10.2 to the 8-K.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• The investment aims to deliver the first large-scale fault-tolerant quantum computer by 2029.
• IBM has deployed over 90 quantum systems, more than all other industry players combined.
• IBM's quantum ecosystem includes over 325 Fortune 500 companies, startups, universities, and government agencies.
• The announcement follows a Letter of Intent with the Department of Commerce to build an American quantum chip foundry (Anderon).

7.01 Regulation FD Disclosure

• Frederick H. Waddell's term on the board ended on April 28, 2026, and the By-Laws were amended to reduce the number of directors to thirteen.
• All 13 director nominees were elected, with votes ranging from 509,517,363 for Andrew N. Liveris to 581,408,345 for M.J. Howard.
• The advisory vote on executive compensation (Say on Pay) passed with 94.2% of votes cast in favor.
• Stockholder proposals on outside director stock ownership guidelines, written consent, AI bias report, and charitable support discrimination report were all defeated.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 5.07 Submission of Matters to a Vote of Security Holders

• GAAP diluted EPS from continuing operations was $1.28, up 14% year-over-year; operating (non-GAAP) diluted EPS was $1.91, up 19%.
• Software revenue grew 11% (8% at constant currency) to $7.1 billion; Infrastructure revenue grew 15% (12% at constant currency) to $3.3 billion.
• Free cash flow was $2.2 billion in the quarter, up $0.3 billion year-over-year; net cash from operating activities was $5.2 billion, up $0.8 billion.
• The company reaffirmed full-year 2026 expectations of more than 5% constant currency revenue growth and about $1 billion year-over-year free cash flow increase.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The amendment was made in connection with the election of Ramon Laguarta to the IBM Board of Directors.
• The amended By-laws are included as Exhibit 3.2 to the Form 8-K.
• The report was filed under Item 5.03 (Amendments to Articles of Incorporation or Bylaws) and Item 9.01 (Financial Statements and Exhibits).
• The Form 8-K was signed by Jane P. Edwards, Vice President, Assistant General Counsel and Secretary, on March 3, 2026.

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 9.01 Financial Statements and Exhibits