IBM (IBM) 10-K risk factor changes: FY2025 vs FY2024

*Failure of Innovation Initiatives Could Impact the Long-Term Success of the Company:* IBM has moved into areas, including those that incorporate or utilize hybrid cloud, [removed: AI and generative] AI, quantum and other disruptive technologies, in which it can differentiate itself through responsible innovation, by leveraging its investments in R&D and attracting a successful developer ecosystem.

*Risks from Investing in Growth Opportunities Could Impact the Company’s Business:* The company continues to invest significantly in key strategic areas, including [removed: AI and generative] AI, to drive revenue growth and market share gains.

[removed: Tariffs and] [added: Tariffs,] international trade [removed: sanctions] [added: sanctions, and export controls on goods, technologies, inputs, and raw materials] resulting from these disputes could affect the company’s ability to move goods and services across borders, or could impose added costs to those activities.

Measures taken to date by the company to mitigate these impacts could be made less effective should trade [removed: sanctions] [added: sanctions, export controls,] or tariffs change.

The company’s most critical accounting estimates are described in the Management Discussion in IBM’s [removed: 2024] [added: 2025] Annual Report to Stockholders, under “Critical Accounting Estimates.” In addition, as discussed in note Q, “Commitments & Contingencies,” in IBM’s [removed: 2024] [added: 2025] Annual Report to Stockholders, the company makes certain estimates including decisions related to legal proceedings and reserves.

[removed: Further, many of IBM’s] key employees receive a total compensation package that includes equity awards.

[added: Any new regulations, volatility in the] stock market and other factors could diminish the company’s use or the value of the company’s equity awards, putting the company at a competitive disadvantage.

*The Development and Use of [removed: AI and Generative] AI, including the Company’s Increased [removed: Offerings] [added: AI Solutions] and Use of [removed: AI-based] [added: AI] Technologies, Could Impact the Long-Term Success of the Company and its Reputation or Give Rise to Legal or Regulatory Action:* IBM is increasingly applying [removed: AI-based technologies, including generative AI,] [added: AI technologies] to its services and products, to how it delivers [removed: offerings] [added: solutions] to IBM clients, and to its own internal operations.

Additionally, IBM is investing in and offering new products and services associated with AI development, [removed: deployment] [added: deployment, governance,] and management.

As stated more comprehensively and in context of several risk factors throughout this Item 1A., [removed: this increasing mix and application of AI-based technologies may impact IBM’s ongoing efforts to maintain and increase its market share and its profit margins or harm IBM’s reputation] if the company does not continue to be recognized as an AI leader with strong governance [removed: processes.][added: processes or if our AI technologies do not work as intended or produce unexpected outcomes, IBM’s ongoing efforts to maintain and increase its market share and its profit margins, its reputation, and its competitiveness could be harmed.]

[added: Further,] IBM’s drive for greater agility, productivity, flexibility and cost savings by continuously transforming with the use of AI may not yield intended gains in speed, quality, productivity and enablement of rapid [removed: scaling, which may impact the company’s competitiveness.][added: scaling.]

The evolving global AI regulatory [removed: environment, including the enactment of the EU AI Act,] [added: and legal environment] may affect the company’s business and the company’s overall results of operations.

Computer hackers and others routinely attack the security of technology products, services, systems and networks using a wide variety of methods, and the increased use of [removed: generative] AI [added: technologies] may introduce novel methods of attack.

Risks Related to Cybersecurity and Data [removed: Privacy][added: Protection]

[removed: *Cybersecurity, Privacy,] [added: *Cybersecurity] and [removed: AI] [added: Data Protection] Considerations Could Impact the Company’s Business:* There are numerous and evolving risks to cybersecurity and [removed: privacy,] [added: data protection,] including risks originating from intentional acts of individual and groups of criminal hackers, hacktivists, state-sponsored organizations, nation states and competitors; from intentional and unintentional acts or [removed: omissions] [added: omissions, including the practices and investments,] of customers, contractors, business partners, vendors, [added: the open source community, the companies we acquire,] employees and other third parties; and from errors in processes or technologies, as well as the risks associated with an increase in the number of customers, contractors, business partners, vendors, employees and other third parties working remotely.

Computer hackers and others routinely attack the security of technology products, services, systems and networks, like those we offer, using a wide variety of methods, including ransomware or other malicious software and attempts to exploit vulnerabilities in hardware, software, and infrastructure, and the increased use of [removed: generative] AI [added: technologies] may introduce novel methods of attack.

Attacks [added: may] also include social engineering and cyber extortion to induce customers, contractors, business partners, vendors, employees and other third parties to disclose information, transfer funds, or [removed: unwittingly] provide [added: unauthorized] access to systems or data.

The company’s products, services, systems and networks, including cloud-based systems and systems and technologies that the company maintains on behalf of its customers, are used in critical company, customer or third-party operations, and involve the storage, processing and transmission of sensitive data, including valuable intellectual property, other proprietary or confidential data, [removed: regulated data,] and [added: regulated data including] personal information of employees, customers and others.

Cybersecurity attacks or other security incidents, including industry-wide [removed: incidents such as MOVEit,] [added: incidents,] have or could result in, for example, one or more of the following: unauthorized access to, disclosure, modification, misuse, loss, or destruction of company, customer, or other third-party data or systems; theft or import or export of sensitive, regulated, or confidential data including personal information and intellectual property, including key innovations in AI, quantum, or other disruptive technologies; the loss of access to critical data or systems through ransomware, crypto mining, destructive attacks or other means; and business delays, service or system disruptions or denials of service.

[removed: Although the company continuously takes significant steps to mitigate] cybersecurity risk across a range of functions, such measures can never eliminate the risk entirely or provide absolute security.

As a global enterprise, the regulatory environment with regard to [removed: cybersecurity, privacy, AI] [added: cybersecurity] and data protection issues is increasingly complex and will continue to impact the company’s business, including through increased risk, increased costs, and expanded or otherwise altered compliance obligations, including with respect to the increased regulatory activity around the security of critical infrastructure, [removed: IoT] [added: connected] devices, customer industries (e.g., financial services) and various customer and government supply chain security programs.

The enactment and expansion of [removed: cybersecurity, AI,] [added: cybersecurity and] data protection [removed: and privacy] laws, regulations and standards around the globe will continue to result in increased compliance costs, including due to an increased focus on international data transfer mechanisms and data location; increased cybersecurity requirements and reporting obligations; the lack of harmonization of such laws and regulations; the increase in associated litigation and enforcement activity by governments and private parties; the potential for damages, fines and penalties and debarment; and the potential regulation of new and emerging technologies.

We do not expect climate change or compliance with environmental laws and regulations focused on climate change [added: or environmental protection] to have a disproportionate effect on the company or its financial position, results of operations and competitive position.

The risks associated with such legal proceedings are described in more detail in note Q, “Commitments & Contingencies,” in IBM’s [removed: 2024] [added: 2025] Annual Report to Stockholders.

IBM’s [removed: 2024] [added: 2025] Annual Report to Stockholders includes information about potential impacts from pension funding and the use of certain assumptions regarding pension matters.

IBM’s [removed: 2024] [added: 2025] Annual Report to Stockholders includes information about the company’s liquidity position.

Further, many of IBM’s

Although the company continuously takes significant steps to mitigate

Any new regulations, volatility in the

Cybersecurity risk to the company and its customers also depends on factors such as the actions, practices and investments of customers, contractors, business partners, vendors, the open source community and other third parties, including, for example, providing and implementing patches to address vulnerabilities.

Refer to pages 6 through [removed: 42] [added: 38] of IBM’s [removed: 2024] [added: 2025] Annual Report to Stockholders, which are incorporated herein by reference.

Refer to the section titled “Market Risk” on page [removed: 40] [added: 37] of IBM’s [removed: 2024] [added: 2025] Annual Report to Stockholders, which is incorporated herein by reference.

The following information is included in IBM’s [removed: 2024] [added: 2025] Annual Report to Stockholders and is incorporated by reference:

Human [removed: Capital—pages 14 to] [added: Capital—page] 15.

The principal competitors in this segment include: Alphabet (Google), Amazon, BMC, Broadcom, [removed: Informatica,] Microsoft, Oracle, Salesforce, SAP and [removed: Splunk.][added: Splunk, a CISCO Company.]

Consulting [removed: competes] [added: operates] in a [added: highly competitive,] dynamic market [removed: including] [added: that spans business] consulting, systems integration, application [removed: development, application management] [added: development] and [added: management, and] business process outsourcing services.

Our [removed: broad-based] competitors [removed: include:] [added: include global firms such as] Accenture, Capgemini, India-based service providers, management consulting firms, the consulting practices of public accounting firms, engineering service providers, and [removed: many companies that primarily focus on local markets or] niche [removed: service areas.][added: specialists.]

“Risk Factors” on pages [removed: [3](#iaf7e987c179946fe9556e9c6006b4d87_22)] [added: [3](#i7423610082984d53b1e87569bb167587_22)] to [removed: [9](#ia63d97e524c54720b6266238ac0970ff_35018)] [added: [10](#i463e74bc4fc3427eb951be137feb3165_36340)] are cautionary statements that accompany those forward-looking statements.

[removed: Those] cautionary statements are not exclusive and are in addition to other factors discussed elsewhere in this Form 10-K, in the company’s filings with the SEC or in materials incorporated therein by reference.

The following information is included in IBM’s [removed: 2024] [added: 2025] Annual Report to Stockholders and is incorporated herein by reference:

Segment information and revenue by classes of similar products or services—pages [removed: 69] [added: 65] to [removed: 74.][added: 68.]

Financial information regarding environmental activities—pages [removed: 94] [added: 92] to [removed: 95.][added: 93.]

The number of persons employed by the registrant—page [removed: 14.][added: 15.]

Website information and company reporting—page [removed: 123.][added: 118.]

Information About Our Executive Officers (at February [removed: 25, 2025):][added: 24, 2026):]

| Arvind Krishna, Chairman of the Board, President and Chief Executive Officer (1) | | | [removed: 62] [added: 63] | | | | | | 2020 | | |

| Gary D. Cohn, Vice Chairman | | | [removed: 64] [added: 65] | | | | | | 2021 | | |

| Nicolas A. Fehring, Vice President and Controller | | | [removed: 46] [added: 47] | | | | | | 2023 | | |

| James J. Kavanaugh, Senior Vice President, Finance and Operations, and Chief Financial Officer | | | [removed: 58] [added: 59] | | | | | | 2008 | | |

| Nickle J. LaMoreaux, Senior Vice President and Chief Human Resources Officer | | | [removed: 45] [added: 46] | | | | | | 2020 | | |

| Anne Robinson, Senior Vice President and Chief Legal Officer | | | [removed: 54] [added: 55] | | | | | | 2024 | | |

| Robert D. Thomas, Senior Vice President, Software and Chief Commercial Officer | | | [removed: 50] [added: 51] | | | | | | 2023 | | |

Each executive officer named above, with the exception of Anne [removed: Robinson and Gary D.][added: Robinson, has been an executive of IBM or its subsidiaries during the past five years.]

Consulting integrates strategy, experience design, technology and operations expertise by domain across industries to deliver transformation for clients.

Our competitive position is supported by industry expertise; hybrid cloud, data, and AI capabilities; and the use of IBM technology and ecosystem partners to deliver solutions aligned to clients’ strategic priorities.

Those

Consulting focuses on integrating skills on strategy, experience, technology and operations by domain and industry.

Cohn, has been an executive of IBM or its subsidiaries during the past five years.

Mr. Cohn previously served as Assistant to the President for Economic Policy and Director of the National Economic Council from January 2017 until April 2018.

Before serving in the White House, Mr. Cohn was President and Chief Operating Officer of The Goldman Sachs Group, Inc. from 2006-2016.

Refer to note Q, “Commitments & Contingencies,” on pages [removed: 95] [added: 91] to [removed: 97] [added: 93] of IBM’s [removed: 2024] [added: 2025] Annual Report to Stockholders, which is incorporated herein by reference.

FOR THE YEAR ENDED DECEMBER 31, [removed: 2024][added: 2025]

| Title of each class | | | | | | Trading [removed: Symbol] [added: Symbol(s)] | | | | | | Name of each exchange on which registered | | |

| [removed: 2.875%] [added: 3.000%] Notes due [removed: 2025] [added: 2031] | | | | | | IBM [removed: 25A] [added: 31A] | | | | | | New York Stock Exchange | | |

| [removed: 0.950%] [added: 3.450%] Notes due [removed: 2025] [added: 2034] | | | | | | IBM [removed: 25B] [added: 34A] | | | | | | New York Stock Exchange | | |

| [removed: 7.00% Debentures] [added: 3.850% Notes] due [removed: 2025] [added: 2038] | | | | | | IBM [removed: 25] [added: 38B] | | | | | | New York Stock Exchange | | |

The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter was [removed: $159.2] [added: $274.5] billion.

The registrant had [removed: 927,264,332] [added: 938,034,404] shares of common stock outstanding at February 10, [removed: 2025.][added: 2026.]

Portions of IBM’s Annual Report to Stockholders for the year ended December 31, [removed: 2024] [added: 2025] are incorporated by reference into Parts I, II and IV of this Form 10-K.

Portions of IBM’s definitive Proxy Statement to be filed with the Securities and Exchange Commission and delivered to stockholders in connection with the Annual Meeting of Stockholders to be held April [removed: 29, 2025] [added: 28, 2026] are incorporated by reference into Part III of this Form 10-K.

| | | | [Item 1. [removed: Business](#iaf7e987c179946fe9556e9c6006b4d87_13)] [added: Business](#i7423610082984d53b1e87569bb167587_13)] | | | [removed: [1](#iaf7e987c179946fe9556e9c6006b4d87_13)] [added: [1](#i7423610082984d53b1e87569bb167587_13)] | | |

| | | | [Item 1A. Risk [removed: Factors](#iaf7e987c179946fe9556e9c6006b4d87_22)] [added: Factors](#i7423610082984d53b1e87569bb167587_22)] | | | [removed: [3](#iaf7e987c179946fe9556e9c6006b4d87_22)] [added: [3](#i7423610082984d53b1e87569bb167587_22)] | | |

| | | | [Item 1B. Unresolved Staff [removed: Comments](#iaf7e987c179946fe9556e9c6006b4d87_25)] [added: Comments](#i7423610082984d53b1e87569bb167587_25)] | | | [removed: [10](#iaf7e987c179946fe9556e9c6006b4d87_25)] [added: [10](#i7423610082984d53b1e87569bb167587_25)] | | |

| | | | [Item 1C. [removed: Cybersecurity](#iaf7e987c179946fe9556e9c6006b4d87_28)] [added: Cybersecurity](#i7423610082984d53b1e87569bb167587_28)] | | | [removed: [10](#iaf7e987c179946fe9556e9c6006b4d87_28)] [added: [10](#i7423610082984d53b1e87569bb167587_28)] | | |

| | | | [Item 2. [removed: Properties](#iaf7e987c179946fe9556e9c6006b4d87_31)] [added: Properties](#i7423610082984d53b1e87569bb167587_31)] | | | [removed: [11](#iaf7e987c179946fe9556e9c6006b4d87_31)] [added: [11](#i7423610082984d53b1e87569bb167587_31)] | | |

| | | | [Item 3. Legal [removed: Proceedings](#iaf7e987c179946fe9556e9c6006b4d87_34)] [added: Proceedings](#i7423610082984d53b1e87569bb167587_34)] | | | [removed: [11](#iaf7e987c179946fe9556e9c6006b4d87_34)] [added: [11](#i7423610082984d53b1e87569bb167587_34)] | | |

| | | | [Item 4. Mine Safety [removed: Disclosures](#iaf7e987c179946fe9556e9c6006b4d87_37)] [added: Disclosures](#i7423610082984d53b1e87569bb167587_37)] | | | [removed: [11](#iaf7e987c179946fe9556e9c6006b4d87_37)] [added: [11](#i7423610082984d53b1e87569bb167587_37)] | | |

| | | | [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iaf7e987c179946fe9556e9c6006b4d87_43)] [added: Securities](#i7423610082984d53b1e87569bb167587_43)] | | | [removed: [12](#iaf7e987c179946fe9556e9c6006b4d87_43)] [added: [12](#i7423610082984d53b1e87569bb167587_43)] | | |

| | | | [Item 6. [removed: \[Reserved\]](#iaf7e987c179946fe9556e9c6006b4d87_46)] [added: \[Reserved\]](#i7423610082984d53b1e87569bb167587_46)] | | | [removed: [12](#iaf7e987c179946fe9556e9c6006b4d87_46)] [added: [12](#i7423610082984d53b1e87569bb167587_46)] | | |

| | | | [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iaf7e987c179946fe9556e9c6006b4d87_49)] [added: Operations](#i7423610082984d53b1e87569bb167587_49)] | | | [removed: [12](#iaf7e987c179946fe9556e9c6006b4d87_49)] [added: [12](#i7423610082984d53b1e87569bb167587_49)] | | |

| | | | [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#iaf7e987c179946fe9556e9c6006b4d87_52)] [added: Risk](#i7423610082984d53b1e87569bb167587_52)] | | | [removed: [12](#iaf7e987c179946fe9556e9c6006b4d87_52)] [added: [12](#i7423610082984d53b1e87569bb167587_52)] | | |

| | | | [Item 8. Financial Statements and Supplementary [removed: Data](#iaf7e987c179946fe9556e9c6006b4d87_55)] [added: Data](#i7423610082984d53b1e87569bb167587_55)] | | | [removed: [12](#iaf7e987c179946fe9556e9c6006b4d87_55)] [added: [12](#i7423610082984d53b1e87569bb167587_55)] | | |

| | | | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#iaf7e987c179946fe9556e9c6006b4d87_58)] [added: Disclosure](#i7423610082984d53b1e87569bb167587_58)] | | | [removed: [12](#iaf7e987c179946fe9556e9c6006b4d87_58)] [added: [12](#i7423610082984d53b1e87569bb167587_58)] | | |

| | | | [Item 9A. Controls and [removed: Procedures](#iaf7e987c179946fe9556e9c6006b4d87_61)] [added: Procedures](#i7423610082984d53b1e87569bb167587_61)] | | | [removed: [12](#iaf7e987c179946fe9556e9c6006b4d87_61)] [added: [12](#i7423610082984d53b1e87569bb167587_61)] | | |

| | | | [Item 9B. Other [removed: Information](#iaf7e987c179946fe9556e9c6006b4d87_64)] [added: Information](#i7423610082984d53b1e87569bb167587_64)] | | | [removed: [13](#iaf7e987c179946fe9556e9c6006b4d87_64)] [added: [13](#i7423610082984d53b1e87569bb167587_64)] | | |

| | | | [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#iaf7e987c179946fe9556e9c6006b4d87_67)] [added: Inspections](#i7423610082984d53b1e87569bb167587_67)] | | | [removed: [13](#iaf7e987c179946fe9556e9c6006b4d87_67)] [added: [13](#i7423610082984d53b1e87569bb167587_67)] | | |

| [PART [removed: III](#iaf7e987c179946fe9556e9c6006b4d87_70)] [added: III](#i7423610082984d53b1e87569bb167587_70)] | | | | | | [removed: [14](#iaf7e987c179946fe9556e9c6006b4d87_70)] [added: [14](#i7423610082984d53b1e87569bb167587_70)] | | |

| | | | [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#iaf7e987c179946fe9556e9c6006b4d87_73)] [added: Governance](#i7423610082984d53b1e87569bb167587_73)] | | | [removed: [14](#iaf7e987c179946fe9556e9c6006b4d87_73)] [added: [14](#i7423610082984d53b1e87569bb167587_73)] | | |

| | | | [Item 11. Executive [removed: Compensation](#iaf7e987c179946fe9556e9c6006b4d87_76)] [added: Compensation](#i7423610082984d53b1e87569bb167587_76)] | | | [removed: [14](#iaf7e987c179946fe9556e9c6006b4d87_76)] [added: [14](#i7423610082984d53b1e87569bb167587_76)] | | |

| | | | [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#iaf7e987c179946fe9556e9c6006b4d87_79)] [added: Matters](#i7423610082984d53b1e87569bb167587_79)] | | | [removed: [14](#iaf7e987c179946fe9556e9c6006b4d87_79)] [added: [14](#i7423610082984d53b1e87569bb167587_79)] | | |

| | | | [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#iaf7e987c179946fe9556e9c6006b4d87_82)] [added: Independence](#i7423610082984d53b1e87569bb167587_82)] | | | [removed: [16](#iaf7e987c179946fe9556e9c6006b4d87_82)] [added: [16](#i7423610082984d53b1e87569bb167587_82)] | | |

| | | | [Item 14. Principal Accounting Fees and [removed: Services](#iaf7e987c179946fe9556e9c6006b4d87_85)] [added: Services](#i7423610082984d53b1e87569bb167587_85)] | | | [removed: [16](#iaf7e987c179946fe9556e9c6006b4d87_85)] [added: [16](#i7423610082984d53b1e87569bb167587_85)] | | |

| | | | [Item 15. Exhibits, Financial Statement [removed: Schedules](#iaf7e987c179946fe9556e9c6006b4d87_91)] [added: Schedules](#i7423610082984d53b1e87569bb167587_91)] | | | [removed: [17](#iaf7e987c179946fe9556e9c6006b4d87_91)] [added: [17](#i7423610082984d53b1e87569bb167587_91)] | | |

| | | | [Item 16. Form 10-K [removed: Summary](#iaf7e987c179946fe9556e9c6006b4d87_94)] [added: Summary](#i7423610082984d53b1e87569bb167587_94)] | | | [removed: [23](#iaf7e987c179946fe9556e9c6006b4d87_94)] [added: [23](#i7423610082984d53b1e87569bb167587_94)] | | |

| [REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENT [removed: SCHEDULE](#iaf7e987c179946fe9556e9c6006b4d87_100)] [added: SCHEDULE](#i7423610082984d53b1e87569bb167587_100)] | | | | | | | | |

| [SCHEDULE [removed: II](#iaf7e987c179946fe9556e9c6006b4d87_103)] [added: II](#i7423610082984d53b1e87569bb167587_103)] | | | | | | [removed: S-[1](#iaf7e987c179946fe9556e9c6006b4d87_103)] [added: S-[1](#i7423610082984d53b1e87569bb167587_103)] | | |

| | | | | | | | | | | | | NYSE Texas | | |

| Floating Rate Notes due 2028 | | | | | | IBM 28E | | | | | | New York Stock Exchange | | |

| [PART I](#i7423610082984d53b1e87569bb167587_10) | | | | | | [1](#i7423610082984d53b1e87569bb167587_10) | | |

| [PART II](#i7423610082984d53b1e87569bb167587_40) | | | | | | [12](#i7423610082984d53b1e87569bb167587_40) | | |

| [PART IV](#i7423610082984d53b1e87569bb167587_88) | | | | | | [17](#i7423610082984d53b1e87569bb167587_88) | | |

| [SIGNATURES](#i7423610082984d53b1e87569bb167587_97) | | | | | | | | |

| | | | | | | | | | | | | NYSE Chicago | | |

| [PART I](#iaf7e987c179946fe9556e9c6006b4d87_10) | | | | | | [1](#iaf7e987c179946fe9556e9c6006b4d87_10) | | |

| [PART II](#iaf7e987c179946fe9556e9c6006b4d87_40) | | | | | | [12](#iaf7e987c179946fe9556e9c6006b4d87_40) | | |

| [PART IV](#iaf7e987c179946fe9556e9c6006b4d87_88) | | | | | | [17](#iaf7e987c179946fe9556e9c6006b4d87_88) | | |

| [SIGNATURES](#iaf7e987c179946fe9556e9c6006b4d87_97) | | | | | | | | |

IBM maintains [removed: a] [added: global] Security Operations [removed: Center (“SOC”)] [added: Centers (“SOCs”)] that [removed: monitors] [added: monitor] for threats to IBM’s networks and systems, utilizing threat intelligence provided by a range of sources, including the IBM Security X-Force Exchange platform, which maintains one of the largest compilations of threat intelligence in the world.

IBM’s Enterprise & Technology Security (“E&TS”) organization [removed: has oversight responsibility] [added: is responsible] for the security of both IBM’s internal systems and external offerings and works across [removed: all of the organizations within the company] [added: IBM] to protect [removed: IBM,] its [removed: brand,] [added: brand] and its clients against cybersecurity risks.

[removed: E&TS] also addresses cybersecurity risks associated with third party suppliers.

The CISO [removed: also manages] [added: is responsible for enterprise incident response;] the Product Security Incident Response Team (“PSIRT”), which focuses on product vulnerabilities potentially affecting the security of offerings sold to [removed: customers.][added: customers; and the Business Information Security Officers (“BISO”), which focus on security issues specific to particular business segments.]

The CSIRT team, together with the Office of the [removed: Chief Information Officer (“CIO”),] [added: CISO,] Cyber Legal, [removed: Corporate Security,] and BISOs, [removed: engages] [added: engage] in on-going [removed: reviews] [added: review] of incidents, threat intelligence, detections, and vulnerabilities, including to assess client and regulatory impact.

Events of interest are promptly reported to the [removed: Senior Vice President (“SVP”) and] Chief Legal Officer ("CLO"), [added: the Chief Financial Officer,] and the [removed: SVP] [added: Senior Vice President ("SVP")] overseeing [removed: cybersecurity (“SVP Sponsor”).][added: the impacted business unit.]

[removed: Depending] [added: CSIRT leads and coordinates incident response investigations and depending] on the nature of the matter, [removed: the incident response team] may include individuals from E&TS, the Office of the CISO, the Office of the [removed: CIO,] [added: Chief Information Officer,] Cyber Legal, Business Units, the [removed: Office of Privacy] [added: Risk, Compliance] and [removed: Responsible Technology,] [added: Integrity Team,] Human Resources, Procurement, Finance and Operations, and Corporate Security.

IBM [removed: management] [added: executives] responsible for managing cybersecurity risk [removed: reflects] [added: reflect] a cross-section of functions from across the organization with significant experience in managing such risk as well as the technologies underlying these risks.

The Board of Directors and the Audit Committee oversee [removed: the cyber governance process.][added: risk management at IBM.]

Leadership from E&TS, including the CISO, make regular presentations to the Audit Committee and the full Board on identification, management, [added: escalation,] and remediation of cybersecurity risks, both internal and external, as well as threat intelligence, emerging global policies and regulations, cybersecurity technologies, and best practices.

In addition, [removed: senior] [added: executive] management provides briefings as needed to the [added: Lead Independent Director,] Audit Committee Chair, the Audit Committee, and, as appropriate, the full [removed: Board,] [added: Board] on cybersecurity issues and incidents of potential interest.

Escalation of cyber risk is a core function within IBM's cyber governance so that emerging threats, incidents, and vulnerabilities are promptly communicated, escalated, and remediated at the appropriate leadership level across the enterprise.

E&TS

If required by the scale of the incident, an executive is appointed to provide the unified business leadership, coordination, and project management necessary to manage the broader business response under the direction of the CLO.

The Board of Directors, the Audit Committee, and senior management participate in cyber incident tabletops to exercise preparedness for incidents and to strengthen cyber governance.

The Cybersecurity Advisory Committee (“CAC”) is a senior executive committee comprised of SVPs from the business (Software, Consulting, Infrastructure) and corporate functions (Legal, Finance, Marketing/Communications), which provides oversight and direction for the management of the company's cybersecurity risk.

It serves as a key resource and escalation point for IBM's CISO and operating units on significant and emerging cybersecurity incidents, risks, policies, and practices.

The CISO manages the CSIRT.

IBM also has Business Information Security Officers (“BISO”) who are coordinated by the Office of the CISO on security issues specific to particular business segments.

Incidents are delegated to an appropriate incident response team for assessment, investigation, and remediation.

The incident response teams advise and consult with the CLO and the SVP Sponsor, as appropriate.

The Cybersecurity Advisory Committee (“CAC”) meets regularly and is responsible for overseeing management of the Company’s cybersecurity risk.

The CAC is composed of, among others, SVPs from the major business units, the SVP Sponsor, and the CLO.

The CAC is responsible for, among other things, setting the Company’s governance structure for managing cybersecurity risk and reviewing noteworthy cybersecurity incidents and strategies to prevent recurrence.

As of December 31, [removed: 2024,] [added: 2025,] in aggregate, we owned or leased facilities for current use consisting of approximately [removed: 41] [added: 39] million square feet worldwide.

At December 31, [removed: 2024,] [added: 2025,] IBM’s facilities in the U.S. had aggregate floor space of approximately 17 million square feet, of which approximately [removed: 9] [added: 8] million was owned and [removed: 8] [added: 9] million was leased.

Outside the U.S., facilities totaled approximately [removed: 24] [added: 22] million square feet, of which [added: approximately] 3 million was owned and [removed: 21] [added: 19] million was leased.

Refer to page [removed: 123] [added: 118] of IBM’s [removed: 2024] [added: 2025] Annual Report to Stockholders, which is incorporated herein by reference solely as it relates to this item.

IBM common stock is listed on the New York Stock Exchange and the NYSE [removed: Chicago] [added: Texas] under the symbol “IBM.” There were [removed: 348,544] [added: 290,491] common stockholders of record at February 10, [removed: 2025.][added: 2026.]

The following table provides information relating to the company’s repurchase of common stock for the fourth quarter of [removed: 2024.][added: 2025.]

| | | | Total [removed: Number of Shares Purchased] [added: Number of Shares Purchased] | | | | | | [removed: Average Price Paid per] [added: Average Price Paid per] Share | | | | | | Total [removed: Number of Shares Purchased as] [added: Number of Shares Purchased as] Part of [removed: Publicly Announced Program] [added: Publicly Announced Program] | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1) | | |

| October 1, [removed: 2024—October] [added: 2025—October] 31, [removed: 2024] [added: 2025] | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 2,007,611,768 | |

| November 1, [removed: 2024—November] [added: 2025—November] 30, [removed: 2024] [added: 2025] | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 2,007,611,768 | |

| December 1, [removed: 2024—December] [added: 2025—December] 31, [removed: 2024] [added: 2025] | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 2,007,611,768 | |

Refer to pages [removed: 46] [added: 42] through [removed: 121] [added: 116] of IBM’s [removed: 2024] [added: 2025] Annual Report to Stockholders, which are incorporated herein by reference.

The company’s management evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness of the company’s disclosure controls and procedures as of the end of the period covered by this [added: report.]

Refer to “Report of Management” and “Report of Independent Registered Public Accounting Firm” on pages [removed: 43] [added: 39] through [removed: 45] [added: 41] of IBM’s [removed: 2024] [added: 2025] Annual Report to Stockholders, which are incorporated herein by reference.

report.

Refer to the information under the captions “Election of Directors for a Term of One Year,” “Governance and the [removed: Board—Committees of the] Board,” [removed: “Governance] and [removed: the Board—Delinquent Section 16(a) Reports: None,” “Governance and the Board—Corporate Governance” and] “Frequently Asked [removed: Questions—How do I submit an item of business for the 2026 Annual Meeting?”] [added: Questions”] in IBM’s definitive Proxy Statement to be filed with the SEC and delivered to stockholders in connection with the Annual Meeting of Stockholders to be held April [removed: 29, 2025,] [added: 28, 2026,] all of which information is incorporated herein by reference.

Also refer to Item 1 of this Form 10-K under the caption “Information About Our Executive Officers (at February [removed: 25, 2025)”] [added: 24, 2026)”] on page [removed: [3](#iaf7e987c179946fe9556e9c6006b4d87_19)] [added: [3](#i7423610082984d53b1e87569bb167587_19)] for additional information on the company’s executive officers.

Refer to the information under the captions “2025 Executive Compensation" in IBM’s definitive Proxy Statement to be filed with the SEC and delivered to stockholders in connection with the Annual Meeting of Stockholders to be held April 28, 2026, all of which information is incorporated herein by reference.

Refer to the information under the captions “2024 Summary Compensation Table and Related Narrative,” “2024 Summary Compensation Table,” “2024 Compensation Discussion and Analysis,” “2024 Grants of Plan-Based Awards Table,” “2024 Outstanding Equity Awards at Fiscal Year-End Table,” “2024 Option Exercises and Stock Vested Table,” “2024 Retention Plan Table,” “2024 Pension Benefits Narrative,” “2024 Pension Benefits Table,” “2024 Nonqualified Deferred Compensation Narrative,” “2024 Nonqualified Deferred Compensation Table,” “2024 Potential Payments Upon Termination Narrative,” “2024 Potential Payments Upon Termination Table,” “2024 Director Compensation Table,” “Director Compensation under the IBM Deferred Compensation and Equity Award Plan (DCEAP),” “Governance and the Board—Compensation Committee Interlocks and Insider Participation: None,” “Compensation Program as It Relates to Risk,” “2024 Executive Compensation—Report of the Executive Compensation and Management Resources Committee of the Board of Directors,” “Pay Ratio, ” "Pay Versus Performance," and "Equity Award Grant Practices" in IBM’s definitive Proxy Statement to be filed with the SEC and delivered to stockholders in connection with the Annual Meeting of Stockholders to be held April 29, 2025, all of which information is incorporated herein by reference.

Refer to the information under the captions [removed: “Ownership of Securities—Security Ownership of Certain Beneficial Owners” and “Ownership of Securities—Common Stock and Stock-based Holdings of Directors] [added: “Governance] and [removed: Executive Officers”] [added: the Board”] in IBM’s definitive Proxy Statement to be filed with the SEC and delivered to stockholders in connection with the Annual Meeting of Stockholders to be held April [removed: 29, 2025,] [added: 28, 2026,] all of which information is incorporated herein by reference.

N/A [removed: is not] [added: = Not] applicable

(1)In connection with [removed: 15] [added: 18] acquisition transactions, [removed: 205,078] [added: 732,607] additional [removed: share based awards, consisting of] [added: RSUs and 293,968 additional] stock [removed: options,] [added: options] were outstanding at December 31, [removed: 2024] [added: 2025] as a result of the Company’s assumption of [added: pre-acquisition] awards granted by the acquired entities.

The weighted-average exercise price of [removed: these awards] [added: stock options] was [removed: $23.47.][added: $96.41.]

Assuming target number payout, the number of securities to be issued upon exercise of PSUs for equity compensation plans approved by security holders is [removed: 2,969,258] [added: 2,679,447] and for equity compensation plans not approved by security holders is [removed: 332,292.][added: 230,901.]

For additional information about PSUs, including payout calculations, refer to the information under [removed: “2024] [added: “2025] Summary Compensation Table and Related Narrative” in IBM’s definitive Proxy Statement to be filed with the SEC and delivered to stockholders in connection with the Annual Meeting of Stockholders to be held April [removed: 29, 2025.][added: 28, 2026.]

[added: In] the event of the death of a participant or in the event a participant is deemed by the company to be disabled and eligible for benefits under the terms of the IBM Long-Term Disability Plan (or any successor plan or similar plan of another employer), the participant’s estate, beneficiaries or representative, as the case may be, shall have the rights and duties of the participant under the applicable award agreement.

IBM [removed: Red Hat] [added: HashiCorp] Acquisition Long-Term Performance Plan (the [removed: “Red Hat] [added: “HashiCorp] Plan”)

The [removed: Red Hat] [added: HashiCorp] Plan was adopted by the Board of Directors in connection with the [removed: company’s] [added: company's] acquisition of [removed: Red Hat,] [added: HashiCorp,] Inc. on [removed: July 9, 2019.][added: February 27, 2025.]

The [removed: Red Hat] [added: HashiCorp] Plan [removed: was] [added: is] used solely to fund awards for employees who were not employed by IBM immediately prior to the closing of the acquisition.

The terms and conditions of the [removed: Red Hat] [added: HashiCorp] Plan are substantively identical to the terms and conditions of the 2001 Plan, described above.

For additional information about the DCEAP, refer to “Director Compensation under the IBM Deferred Compensation and Equity Award Plan (DCEAP)” in IBM’s definitive Proxy Statement to be filed with the SEC and delivered to stockholders in connection with the Annual Meeting of Stockholders to be held April [removed: 29, 2025.][added: 28, 2026.]

| Options | | | | | | 8,932,132 | | | | | | $ | 168.84 | | | | | — | | |

| RSUs | | | | | | 14,613,935 | | | | | | N/A | | | | | | — | | |

| PSUs (2) | | | | | | 4,986,930 | | | | | | N/A | | | | | | — | | |

| Subtotal | | | | | | 28,532,997 | | | | | | $ | 168.84 | | | | | 24,457,466 | | |

| Options | | | | | | 726,842 | | | | | | $ | 163.32 | | | | | — | | |

| RSUs | | | | | | 2,262,375 | | | | | | N/A | | | | | | — | | |

| PSUs (2) | | | | | | 409,285 | | | | | | N/A | | | | | | — | | |

| DCEAP shares | | | | | | 231,675 | | | | | | N/A | | | | | | — | | |

| Subtotal | | | | | | 3,630,177 | | | | | | $ | 163.32 | | | | | 16,540,768 | | |

| Total | | | | | | 32,163,174 | | | | | | $ | 168.45 | | | | | 40,998,234 | | |

| Options | | | | | | 9,268,766 | | | | | | $ | 144.65 | | | | | — | | |

| RSUs | | | | | | 20,308,848 | | | | | | N/A | | | | | | — | | |

| PSUs (2) | | | | | | 5,047,739 | | | | | | N/A | | | | | | — | | |

| Subtotal | | | | | | 34,625,353 | | | | | | $ | 144.65 | | | | | 27,351,972 | | |

| Options | | | | | | 736,630 | | | | | | $ | 146.86 | | | | | — | | |

| RSUs | | | | | | 754,697 | | | | | | N/A | | | | | | — | | |

| PSUs (2) | | | | | | 578,779 | | | | | | N/A | | | | | | — | | |

| DCEAP shares | | | | | | 211,144 | | | | | | N/A | | | | | | — | | |

| Subtotal | | | | | | 2,281,250 | | | | | | $ | 146.86 | | | | | 12,946,498 | | |

| Total | | | | | | 36,906,603 | | | | | | $ | 144.81 | | | | | 40,298,470 | | |

In

Awards for senior executives of the company will not be funded from the Red Hat Plan.

Refer to the information under the captions “IBM Board of Directors,” [removed: “Governance] and [removed: the Board—Committees of the Board,”] “Governance and the [removed: Board—Certain Transactions and Relationships” and “Governance and the Board—Corporate Governance—Independent] Board” in IBM’s definitive Proxy Statement to be filed with the SEC and delivered to stockholders in connection with the Annual Meeting of Stockholders to be held April [removed: 29, 2025,] [added: 28, 2026,] all of which information is incorporated herein by reference.

Refer to the information under the captions “Report of the Audit Committee of the Board of Directors” [removed: and “Audit and Non-Audit Fees”] in IBM’s definitive Proxy Statement to be filed with the SEC and delivered to stockholders in connection with the Annual Meeting of Stockholders to be held April [removed: 29, 2025,] [added: 28, 2026,] all of which information is incorporated herein by reference.

1.Financial statements from IBM’s [removed: 2024] [added: 2025] Annual Report to Stockholders, which are incorporated herein by reference:

Report of Independent Registered Public Accounting Firm ‒ PCAOB Firm ID 238 (pages [removed: 44] [added: 40] through [removed: 45).][added: 41).]

Consolidated Income Statement for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] (page [removed: 46).][added: 42).]

Consolidated Statement of Comprehensive Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] (page [removed: 47).][added: 43).]

Consolidated Balance Sheet at December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] (page [removed: 48).][added: 44).]

Consolidated Statement of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] (page [removed: 49).][added: 45).]

Consolidated Statement of Equity at December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] (pages [removed: 50] [added: 46] through [removed: 51).][added: 47).]

Notes to Consolidated Financial Statements (pages [removed: 52] [added: 48] through [removed: 121).][added: 116).]

| | | | | | | | | | | | | | | | [Report of Independent Registered Public Accounting Firm on Financial Statement [removed: Schedule.](#iaf7e987c179946fe9556e9c6006b4d87_100)] [added: Schedule.](#i7423610082984d53b1e87569bb167587_100)] | | |

| | | | S-1 | | | | | | II | | | | | | [Valuation and Qualifying Accounts and Reserves for the years ended December 31, [removed: 2024, 2023,] [added: 202](#i7423610082984d53b1e87569bb167587_103)[5](#i7423610082984d53b1e87569bb167587_103)[, 202](#i7423610082984d53b1e87569bb167587_103)[4](#i7423610082984d53b1e87569bb167587_103)[,] and [removed: 2022.](#iaf7e987c179946fe9556e9c6006b4d87_103)] [added: 202](#i7423610082984d53b1e87569bb167587_103)[3](#i7423610082984d53b1e87569bb167587_103)[.](#i7423610082984d53b1e87569bb167587_103)] | | |

| | | | | | | [The By-Laws of IBM, as amended [removed: through](https://www.sec.gov/Archives/edgar/data/51143/000005114324000025/form10-q1q24ex32043024.htm) [April 30, 2024](https://www.sec.gov/Archives/edgar/data/51143/000005114324000025/form10-q1q24ex32043024.htm)[,] [added: through](https://www.sec.gov/Archives/edgar/data/51143/000005114325000052/form10-q2q25ex32072425.htm) [July 24, 2025](https://www.sec.gov/Archives/edgar/data/51143/000005114325000052/form10-q2q25ex32072425.htm)[,] is Exhibit 3.2 to [removed: Form](https://www.sec.gov/Archives/edgar/data/51143/000005114324000025/form10-q1q24ex32043024.htm) [10-Q](https://www.sec.gov/Archives/edgar/data/51143/000005114324000025/form10-q1q24ex32043024.htm)[, filed](https://www.sec.gov/Archives/edgar/data/51143/000005114324000025/form10-q1q24ex32043024.htm) [A](https://www.sec.gov/Archives/edgar/data/51143/000005114324000025/form10-q1q24ex32043024.htm)[p](https://www.sec.gov/Archives/edgar/data/51143/000005114324000025/form10-q1q24ex32043024.htm)[ril 30, 2024](https://www.sec.gov/Archives/edgar/data/51143/000005114324000025/form10-q1q24ex32043024.htm)[,] [added: Form 10-Q, filed](https://www.sec.gov/Archives/edgar/data/51143/000005114325000052/form10-q2q25ex32072425.htm) [July 24, 2](https://www.sec.gov/Archives/edgar/data/51143/000005114325000052/form10-q2q25ex32072425.htm)[025](https://www.sec.gov/Archives/edgar/data/51143/000005114325000052/form10-q2q25ex32072425.htm)[,] and is hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/51143/000005114324000025/form10-q1q24ex32043024.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000005114325000052/form10-q2q25ex32072425.htm)] | | | | | | | | |

| | | | | | | [The [removed: instruments defining] [added: instrument](https://www.sec.gov/Archives/edgar/data/51143/0000950157-95-000318-index.html) [defining] the rights of the holders of [removed: the 7.00% Debentures due 2025 and the 7.00%] [added: the](https://www.sec.gov/Archives/edgar/data/51143/0000950157-95-000318-index.html) [7.00%] Debentures due [removed: 2045 are Exhibits 2 and 3, respectively, to] [added: 2045](https://www.sec.gov/Archives/edgar/data/51143/0000950157-95-000318-index.html) [is](https://www.sec.gov/Archives/edgar/data/51143/0000950157-95-000318-index.html) [Exhibit](https://www.sec.gov/Archives/edgar/data/51143/0000950157-95-000318-index.html) [](https://www.sec.gov/Archives/edgar/data/51143/0000950157-95-000318-index.html)[3](https://www.sec.gov/Archives/edgar/data/51143/0000950157-95-000318-index.html) [to] Form 8-K, filed on October 30, 1995, [removed: and are hereby] [added: and](https://www.sec.gov/Archives/edgar/data/51143/0000950157-95-000318-index.html) [is](https://www.sec.gov/Archives/edgar/data/51143/0000950157-95-000318-index.html) [hereby] incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/0000950157-95-000318-index.html) | | | | | | | | |

| | | | | | | [The [removed: instrument defining] [added: instrument](https://www.sec.gov/Archives/edgar/data/51143/000095015717000137/ex4-4.htm) [defining] the rights of the holders of the [removed: 2.875%] [added: 3.300%] Notes due [removed: 2025] [added: 2027] is Exhibit [removed: 3] [added: 4.4] to Form 8-K, filed [removed: November 6, 2013,] [added: January 26, 2017,] and are hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015713000398/ex3.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015717000137/ex4-4.htm)] | | | | | | | | |

| | | | | | | [The [removed: instrument](https://www.sec.gov/Archives/edgar/data/51143/000095015716001681/ex4-3.htm) [defining] [added: instrument defining] the rights of the holders [removed: of](https://www.sec.gov/Archives/edgar/data/51143/000095015716001681/ex4-3.htm) [the] [added: of the] 1.750% Notes due [removed: 2028](https://www.sec.gov/Archives/edgar/data/51143/000095015716001681/ex4-3.htm) [is](https://www.sec.gov/Archives/edgar/data/51143/000095015716001681/ex4-3.htm) [Exhibit](https://www.sec.gov/Archives/edgar/data/51143/000095015716001681/ex4-3.htm) [4.3] [added: 2028 is Exhibit 4.3] to Form 8-K, filed March 4, 2016, [removed: and](https://www.sec.gov/Archives/edgar/data/51143/000095015716001681/ex4-3.htm) [is](https://www.sec.gov/Archives/edgar/data/51143/000095015716001681/ex4-3.htm) [hereby] [added: and is hereby] incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015716001681/ex4-3.htm) | | | | | | | | |

| | | | | | | [The instruments defining the rights of the holders of the [removed: 3.300%] [added: 1.250%] Notes due 2027 [removed: is Exhibit] [added: and the 1.750% Notes due 2031 are Exhibits 4.3 and] 4.4 to Form 8-K, filed January [removed: 26, 2017,] [added: 30, 2019,] and are hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015717000137/ex4-4.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015719000098/0000950157-19-000098-index.htm)] | | | | | | | | |

| | | | | | | [The [removed: instruments defining] [added: instrument](https://www.sec.gov/Archives/edgar/data/51143/000095015717000703/0000950157-17-000703-index.htm) [defining] the rights of the holders [removed: of the 0.950% Notes due 2025, and the] [added: of](https://www.sec.gov/Archives/edgar/data/51143/000095015717000703/0000950157-17-000703-index.htm) [the] 1.500% Notes due [removed: 2029 are Exhibits 4.1 and 4.2] [added: 2029](https://www.sec.gov/Archives/edgar/data/51143/000095015717000703/0000950157-17-000703-index.htm) [is](https://www.sec.gov/Archives/edgar/data/51143/000095015717000703/0000950157-17-000703-index.htm) [Exhibit](https://www.sec.gov/Archives/edgar/data/51143/000095015717000703/0000950157-17-000703-index.htm) [](https://www.sec.gov/Archives/edgar/data/51143/000095015717000703/0000950157-17-000703-index.htm)[4.2] to Form 8-K, filed May 22, 2017, [removed: and are hereby] [added: and](https://www.sec.gov/Archives/edgar/data/51143/000095015717000703/0000950157-17-000703-index.htm) [is](https://www.sec.gov/Archives/edgar/data/51143/000095015717000703/0000950157-17-000703-index.htm) [hereby] incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015717000703/0000950157-17-000703-index.htm) | | | | | | | | |

| | | | | | | [The instruments defining the rights of the holders [removed: of](https://www.sec.gov/Archives/edgar/data/51143/000095015719000098/0000950157-19-000098-index.htm)] [added: of](https://www.sec.gov/Archives/edgar/data/51143/000110465922082789/0001104659-22-082789-index.htm)] [the [removed: 1.250%] [added: 4.150%] Notes due [removed: 2027] [added: 2027, the 4.400% Notes due 2032] and the [removed: 1.750%] [added: 4.900%] Notes due [removed: 2031] [added: 2052] are [removed: Exhibits](https://www.sec.gov/Archives/edgar/data/51143/000095015719000098/0000950157-19-000098-index.htm) [4.3] [added: Exhibits](https://www.sec.gov/Archives/edgar/data/51143/000110465922082789/0001104659-22-082789-index.htm) [4.2, 4.3] and 4.4 to Form 8-K, filed [removed: January 30, 2019,] [added: July 26, 2022,] and are hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015719000098/0000950157-19-000098-index.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000110465922082789/0001104659-22-082789-index.htm)] | | | | | | | | |

| | | | | | | [The instruments defining the rights of the holders [removed: of](https://www.sec.gov/Archives/edgar/data/51143/000095015719000591/0000950157-19-000591-index.htm) [the] [added: of the] 3.300% Notes due 2026, the 3.500% Notes due 2029, the 4.150% Notes due 2039 and the 4.250% Notes due 2049 are [removed: Exhibits](https://www.sec.gov/Archives/edgar/data/51143/000095015719000591/0000950157-19-000591-index.htm) [4.5,] [added: Exhibits 4.5,] 4.6, 4.7 and 4.8 to Form 8-K, filed May 14, 2019, and are hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015719000591/0000950157-19-000591-index.htm) | | | | | | | | |

| | | | | | | [The instruments defining the rights of the holders of the 2.900% Notes due 2030, the 3.150% Notes due 2033, the 3.450% Notes due 2037, the 3.800% Notes due 2045, the 4.650% Notes due 2028, the 4.800% Notes [removed: due](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000051143/000110465925010555/tm255870d1_8k.htm) [2030,] [added: due 2030,] the 5.000% Notes due 2032, the 5.200% Notes due 2035 and the 5.700% Notes due [removed: 20](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000051143/000110465925010555/tm255870d1_8k.htm)[5](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000051143/000110465925010555/tm255870d1_8k.htm)[5] [added: 2055] are Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, and 4.9 to Form 8-K, filed February 7, 2025, and are hereby incorporated by reference.](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000051143/000110465925010555/tm255870d1_8k.htm) | | | | | | | | |

| | | | | | | [Description of Securities Registered under Section 12 of the Exchange [removed: Act.](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex41.htm)] [added: Act.](https://www.sec.gov/Archives/edgar/data/51143/000005114326000010/ibm-20251231x10kex41.htm)] | | | | | | 4.1 | | |

| | | | | | | [removed: [The IBM Red Hat Acquisition] [added: [The](https://www.sec.gov/Archives/edgar/data/51143/000095014225000544/eh250596277_ex0405.htm) [IBM](https://www.sec.gov/Archives/edgar/data/51143/000095014225000544/eh250596277_ex0405.htm) [HashiCorp](https://www.sec.gov/Archives/edgar/data/51143/000095014225000544/eh250596277_ex0405.htm) [Acquisition] Long-Term Performance [removed: Plan,] [added: P](https://www.sec.gov/Archives/edgar/data/51143/000095014225000544/eh250596277_ex0405.htm)[lan,] a compensatory plan, contained in Registration Statement No. [removed: 333-232585 of] [added: 333-285313](https://www.sec.gov/Archives/edgar/data/51143/000095014225000544/eh250596277_ex0405.htm) [on] Form S-8, as such [removed: amended] [added: am](https://www.sec.gov/Archives/edgar/data/51143/000095014225000544/eh250596277_ex0405.htm)[ended] plan was filed as Exhibit [removed: 4.8] [added: 4.5] to Form [removed: S-8 POS,] [added: S-8,] filed [removed: on December 18, 2020, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000110465920137491/tm2038697d1_ex4-8.htm)] [added: February 27, 2025.](https://www.sec.gov/Archives/edgar/data/51143/000095014225000544/eh250596277_ex0405.htm)] (1) | | | | | | | | |

| | | | | | | [removed: [Terms and Conditions] [added: [Form] of [removed: LTPP equity award agreements was] [added: Noncompetition Agreement,] filed as Exhibit 10.2 to Form 10-Q for the quarter ended March 31, [removed: 2019, and] [added: 2024,] is hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/51143/000110465919025328/a19-6867_1ex10d2.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000005114324000025/form10-q1q24ex102043024.htm)] (1) | | | | | | | | |

| | | | | | | [Form of LTPP equity [removed: award agreement] [added: awar](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex101042425.htm)[d agreements] for performance share [removed: units and the terms and conditions of LTPP Equity Awards,] [added: units,] effective [removed: December 17, 2019, in connection with the foregoing award agreements, filed] [added: April 1, 2024,](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex101042425.htm) [filed] as Exhibit 10.1 to Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: Mar](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex101042425.htm)[ch] 31, [removed: 2019, are] [added: 202](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex101042425.htm)[5](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex101042425.htm)[,](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex101042425.htm) [is] hereby [removed: incorporated] [added: incorporate] by [removed: reference.](https://www.sec.gov/Archives/edgar/data/51143/000155837020001334/ex-10d1.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex101042425.htm) [](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex101042425.htm)] (1) | | | | | | | | |

| | | | | | | [removed: [Form of LTPP equity award agreement for performance share units and the terms and conditions of LTPP Equity Awards, effective March 2, 2020, in connection with the foregoing award agreements,] [added: [Letter Agreement, signed by](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex102042425.htm) [Anne Robinson](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex102042425.htm) [and IBM, dated](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex102042425.htm) [February](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex102042425.htm) [2](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex102042425.htm)[6](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex102042425.htm)[, 202](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex102042425.htm)[4](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex102042425.htm)[,] filed as Exhibit [removed: 10.1 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex102042425.htm)[2](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex102042425.htm) [to] Form [removed: 10-Q for the quarter ended March 31, 2020, are] [added: 10-](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex102042425.htm)[Q](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex102042425.htm) [for the](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex102042425.htm) [quarter](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex102042425.htm) [ended](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex102042425.htm) [March](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex102042425.htm) [31, 202](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex102042425.htm)[5](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex102042425.htm)[, is] hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/51143/000155837020004491/ibm-20200331ex101b6fe84.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex102042425.htm)] (1) | | | | | | | | |

| | | | | | | Board of Directors compensatory plans, as described under the caption “Governance of the Board—Director Compensation” in IBM’s definitive Proxy Statement to be filed with the Securities and Exchange Commission and delivered to stockholders in connection with the Annual Meeting of Stockholders to be held April [removed: 29, 2025,] [added: 28, 2026,] are hereby incorporated by reference. (1) | | | | | | | | |

| | | | | | | [Amendment No. 2 to the IBM Supplemental Executive Retention Plan, a compensatory plan, effective December 31, [removed: 2023](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex101.htm)[,] [added: 2023,] which was filed as Exhibit 10.1 to Form 10-K for the year [removed: ended](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex101.htm) [De](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex101.htm)[cember] [added: ended December] 31, [removed: 202](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex101.htm)[3,] [added: 2023,] and is [removed: hereby](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex101.htm) [incorporated](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex101.htm) [by reference](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex101.htm)[.](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex101.htm)] [added: hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex101.htm)] (1) | | | | | | | | |

| | | | | | | [The IBM Excess Savings Plan, a compensatory plan (formerly the IBM Excess 401(k) Plus Plan), as amended and restated through January 1, [removed: 2024](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm)[,] [added: 2024,] filed as Exhibit 10.2 [removed: t](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm)[o] [added: to] Form 10-K for the year ended [removed: D](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm)[e](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm)[cember] [added: December] 31, [removed: 202](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm)[3](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm)[,] [added: 2023,] is [removed: hereby](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm) [incorporated](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm) [by reference](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm) [](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm)] [added: hereby incorporated by reference](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm)[.](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm)] (1) | | | | | | | | |

| | | | | | | [Form of Noncompetition Agreement, filed as Exhibit 10.4 to Form 10-K for the year ended December 31, 2022, is hereby [removed: incorporate](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d4.htm)[d](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d4.htm) [by] [added: incorporated by] reference.](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d4.htm) (1) | | | | | | | | |

| | | | | | | [Form of Noncompetition [removed: Agreement,] [added: Agreement](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex102.htm)[,] filed as Exhibit 10.2 to Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: March] [added: December] 31, 2024, is hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/51143/000005114324000025/form10-q1q24ex102043024.htm) [](https://www.sec.gov/Archives/edgar/data/51143/000005114324000025/form10-q1q24ex102043024.htm)] [added: reference](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex102.htm)[.](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex102.htm)] (1) | | | | | | | | |

| | | | | | | [Form of Noncompetition [removed: Agreement](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex101.htm)[.](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex101.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex101.htm)[, filed as Exhib](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex101.htm)[it 10.1 to Form 10-K for](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex101.htm) [the year ended December 31, 2024, is](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex101.htm) [hereby incorporated by reference](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex101.htm)[.](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex101.htm)] (1) | | | | | | [removed: 10.1] | | |

| | | | | | | [Letter Agreement, signed [removed: by Gary Cohn and IBM, dated December 24, 2020,] [added: by](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex103042425.htm) [Anne Robinson](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex103042425.htm)[, dated](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex103042425.htm) [February](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex103042425.htm) [2](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex103042425.htm)[6](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex103042425.htm)[, 202](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex103042425.htm)[4](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex103042425.htm)[,] filed as Exhibit [removed: 10.3 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex103042425.htm)[3](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex103042425.htm) [to] Form [removed: 10-K for the year ended December 31, 2021,] [added: 10-](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex103042425.htm)[Q](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex103042425.htm) [for the](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex103042425.htm) [quarter](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex103042425.htm) [ended](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex103042425.htm) [March](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex103042425.htm) [31, 202](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex103042425.htm)[5](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex103042425.htm)[,] is hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/51143/000155837022001584/ibm-20211231xex10d3.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000005114325000032/form10-q1q25ex103042425.htm)] (1) | | | | | | | | |

| [added: (19)] | | | | | | [removed: [Letter Agreement, signed by Gary Cohn, dated December 24, 2020, filed] [added: [Securities Trading Policy](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex19.htm)[,](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex19.htm) [filed] as Exhibit [removed: 10.4 to] [added: 19](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex19.htm) [to] Form [removed: 10-K for] [added: 10-K](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex19.htm) [for] the year [removed: ended December 31, 2021,] [added: ended](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex19.htm) [December 31,](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex19.htm) [2024](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex19.htm)[,] is hereby [removed: incorporated] [added: incorporate] by [removed: reference.](https://www.sec.gov/Archives/edgar/data/51143/000155837022001584/ibm-20211231xex10d4.htm) (1)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex19.htm)] | | | | | | | | |

| | | | | | | [Amendment No. 1 to Five-Year Credit Agreement dated as of June 30, 2022, among International Business [removed: Machines](https://www.sec.gov/Archives/edgar/data/51143/000095015722000765/ex10-2.htm) [Corporation,] [added: 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, filed as Exhibit 10.2 to Form 8-K, filed July 1, 2022, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015722000765/ex10-2.htm) | | | | | | | | |

| | | | | | | [Confirmation of Termination Date Extension dated June 17, 2024 to $7,500,000,000 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), 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 [removed: therein](https://www.sec.gov/Archives/edgar/data/51143/000095015724000918/ex10-2.htm)[,] [added: therein,] filed as Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/51143/000095015724000918/ex10-2.htm)[2](https://www.sec.gov/Archives/edgar/data/51143/000095015724000918/ex10-2.htm) [to] [added: 10.2 to] Form 8-K, filed June 17, 2024, is hereby incorporated by reference](https://www.sec.gov/Archives/edgar/data/51143/000095015724000918/ex10-2.htm) | | | | | | | | |

| (13) | | | | | | [Annual Report to Security [removed: Holders](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231_d2.htm)] [added: Holders](https://www.sec.gov/Archives/edgar/data/51143/000005114326000010/ibm-20251231_d2.htm)] (2) | | | | | | 13 | | |

| [removed: (19)] [added: (21)] | | | | | | [removed: [Securities Trading Policy](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex19.htm)] [added: [Subsidiaries of the registrant](https://www.sec.gov/Archives/edgar/data/51143/000005114326000010/ibm-20251231x10kex21.htm)] | | | | | | [removed: 19] [added: 21] | | |

| [removed: (21)] [added: (24)] | | | | | | [removed: [Subsidiaries] [added: [Powers] of [removed: the registrant](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex21.htm)] [added: attorney](https://www.sec.gov/Archives/edgar/data/51143/000005114326000010/ibm-20251231x10kex241.htm)] | | | | | | [removed: 21] [added: 24.1] | | |

| (23) | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/51143/000005114326000010/ibm-20251231x10kex231.htm)] | | | | | | 23.1 | | |

| | | | | | | [Resolution of the IBM Board of Directors authorizing execution of this Annual Report on Form 10-K by Powers of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex242.htm)] [added: Attorney](https://www.sec.gov/Archives/edgar/data/51143/000005114326000010/ibm-20251231x10kex242.htm)] | | | | | | 24.2 | | |

| (31) | | | | | | [Certification by CEO pursuant to Rule 13A-14(a) or 15D-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/51143/000005114326000010/ibm-20251231x10kex311.htm)] | | | | | | 31.1 | | |

| | | | | | | [T](https://www.sec.gov/ix?doc=/Archives/edgar/data/51143/000110465926009343/tm264790d2_8k.htm)[he instruments defining the rights of the holders of the 3.000% Notes due 2031, the 3.450% Notes](https://www.sec.gov/ix?doc=/Archives/edgar/data/51143/000110465926009343/tm264790d2_8k.htm) [due 20](https://www.sec.gov/ix?doc=/Archives/edgar/data/51143/000110465926009343/tm264790d2_8k.htm)[34, the 3.850% Notes due 203](https://www.sec.gov/ix?doc=/Archives/edgar/data/51143/000110465926009343/tm264790d2_8k.htm)[8](https://www.sec.gov/ix?doc=/Archives/edgar/data/51143/000110465926009343/tm264790d2_8k.htm)[, the Floa](https://www.sec.gov/ix?doc=/Archives/edgar/data/51143/000110465926009343/tm264790d2_8k.htm)[ting Rate Note](https://www.sec.gov/ix?doc=/Archives/edgar/data/51143/000110465926009343/tm264790d2_8k.htm)[s due 2028, the 4.000% Notes due 2029, the 4.300% Notes due](https://www.sec.gov/ix?doc=/Archives/edgar/data/51143/000110465926009343/tm264790d2_8k.htm) [2031, 4.600% Not](https://www.sec.gov/ix?doc=/Archives/edgar/data/51143/000110465926009343/tm264790d2_8k.htm)[es due](https://www.sec.gov/ix?doc=/Archives/edgar/data/51143/000110465926009343/tm264790d2_8k.htm) [2033, the 4.950% Notes due 2036,](https://www.sec.gov/ix?doc=/Archives/edgar/data/51143/000110465926009343/tm264790d2_8k.htm) [and](https://www.sec.gov/ix?doc=/Archives/edgar/data/51143/000110465926009343/tm264790d2_8k.htm) [the 5.800% Notes due 2056](https://www.sec.gov/ix?doc=/Archives/edgar/data/51143/000110465926009343/tm264790d2_8k.htm) [are Exhibit](https://www.sec.gov/ix?doc=/Archives/edgar/data/51143/000110465926009343/tm264790d2_8k.htm)[s 4](https://www.sec.gov/ix?doc=/Archives/edgar/data/51143/000110465926009343/tm264790d2_8k.htm)[.1, 4.2](https://www.sec.gov/ix?doc=/Archives/edgar/data/51143/000110465926009343/tm264790d2_8k.htm)[, 4.3, 4](https://www.sec.gov/ix?doc=/Archives/edgar/data/51143/000110465926009343/tm264790d2_8k.htm)[.4, 4.](https://www.sec.gov/ix?doc=/Archives/edgar/data/51143/000110465926009343/tm264790d2_8k.htm)[5, 4.](https://www.sec.gov/ix?doc=/Archives/edgar/data/51143/000110465926009343/tm264790d2_8k.htm)[6, 4.7, 4.8 and 4.9 to Form 8-K, filed February 2, 2026, and are hereby incorporated by reference.](https://www.sec.gov/ix?doc=/Archives/edgar/data/51143/000110465926009343/tm264790d2_8k.htm) | | | | | | | | |

| | | | | | | [Terms and Conditions of IBM LTPP Equity Awards, effective](https://www.sec.gov/Archives/edgar/data/51143/000005114326000010/ibm-202512x31x10kex101.htm) [February](https://www.sec.gov/Archives/edgar/data/51143/000005114326000010/ibm-202512x31x10kex101.htm) [1](https://www.sec.gov/Archives/edgar/data/51143/000005114326000010/ibm-202512x31x10kex101.htm)[5](https://www.sec.gov/Archives/edgar/data/51143/000005114326000010/ibm-202512x31x10kex101.htm)[, 20](https://www.sec.gov/Archives/edgar/data/51143/000005114326000010/ibm-202512x31x10kex101.htm)[26](https://www.sec.gov/Archives/edgar/data/51143/000005114326000010/ibm-202512x31x10kex101.htm)[.](https://www.sec.gov/Archives/edgar/data/51143/000005114326000010/ibm-202512x31x10kex101.htm) (1) | | | | | | 10.1 | | |

| | | | | | | [Amendment No. 1 to the IBM Excess Savings Plan](https://www.sec.gov/Archives/edgar/data/51143/000005114326000010/ibm-20251231x10kex102.htm)[, a compensatory plan](https://www.sec.gov/Archives/edgar/data/51143/000005114326000010/ibm-20251231x10kex102.htm)[, effective January 1, 202](https://www.sec.gov/Archives/edgar/data/51143/000005114326000010/ibm-20251231x10kex102.htm)[6.](https://www.sec.gov/Archives/edgar/data/51143/000005114326000010/ibm-20251231x10kex102.htm) (1) | | | | | | 10.2 | | |

| | | | | | | [Amendment No.](https://www.sec.gov/Archives/edgar/data/51143/000095015725000533/ex10-1.htm) [2](https://www.sec.gov/Archives/edgar/data/51143/000095015725000533/ex10-1.htm) [to Three-Year Credit Agreement dated as of June](https://www.sec.gov/Archives/edgar/data/51143/000095015725000533/ex10-1.htm) [2](https://www.sec.gov/Archives/edgar/data/51143/000095015725000533/ex10-1.htm)[0](https://www.sec.gov/Archives/edgar/data/51143/000095015725000533/ex10-1.htm)[, 202](https://www.sec.gov/Archives/edgar/data/51143/000095015725000533/ex10-1.htm)[5](https://www.sec.gov/Archives/edgar/data/51143/000095015725000533/ex10-1.htm)[, 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, filed as Exhibit 10.](https://www.sec.gov/Archives/edgar/data/51143/000095015725000533/ex10-1.htm)[1](https://www.sec.gov/Archives/edgar/data/51143/000095015725000533/ex10-1.htm) [to Form 8-K, filed](https://www.sec.gov/Archives/edgar/data/51143/000095015725000533/ex10-1.htm) [June](https://www.sec.gov/Archives/edgar/data/51143/000095015725000533/ex10-1.htm) [20](https://www.sec.gov/Archives/edgar/data/51143/000095015725000533/ex10-1.htm)[, 202](https://www.sec.gov/Archives/edgar/data/51143/000095015725000533/ex10-1.htm)[5](https://www.sec.gov/Archives/edgar/data/51143/000095015725000533/ex10-1.htm)[, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015725000533/ex10-1.htm) | | | | | | | | |

| | | | | | | [Amendment No. 2 to](https://www.sec.gov/Archives/edgar/data/51143/000095015725000533/ex10-2.htm) [Five](https://www.sec.gov/Archives/edgar/data/51143/000095015725000533/ex10-2.htm)[\-Year Credit Agreement dated as of June 20, 2025, 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, filed as Exhibit 10.](https://www.sec.gov/Archives/edgar/data/51143/000095015725000533/ex10-2.htm)[2](https://www.sec.gov/Archives/edgar/data/51143/000095015725000533/ex10-2.htm) [to Form 8-K, filed June 20, 2025, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015725000533/ex10-2.htm) | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | [The instruments defining the rights of the holders of the 4.000% Notes due 2025, the 4.150% Notes due 2027, the 4.400% Notes due 2032 and the 4.900% Notes due 2052 are Exhibits 4.1, 4.2, 4.3 and 4.4 to Form 8-K, filed July 26, 2022, and are hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000110465922082789/0001104659-22-082789-index.htm) | | | | | | | | |

| | | | | | | [The VMTurbo, Inc. Amended and Restated 2008 Stock Plan, a compensatory plan, contained in Registration Statement No. 333-259965 on Form S-8, as such amended and restated plan was filed as Exhibit 4.3 to Form S-8, filed on October 1, 2021, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000110465921122029/tm2128932d1_ex4-3.htm) (1) | | | | | | | | |

| | | | | | | [Forms of equity award agreements for stock options, restricted stock, restricted stock units, cash-settled restricted stock units and SARS, as well as the Terms and Conditions of LTPP Equity Awards, effective July 15, 2019, in connection with the foregoing award agreements, filed as Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2019, are hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000155837019006560/ibm-20190630ex1018a2c8c.htm) (1) | | | | | | | | |

| | | | | | | [Form of Noncompetition Agreement](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex102.htm)[.](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex102.htm) (1) | | | | | | 10.2 | | |

| (24) | | | | | | [Powers of attorney](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex241.htm) | | | | | | 24.1 | | |

| | | | | | | *Date: February [removed: 25, 2025*] [added: 24, 2026*] | | |

| /s/ ARVIND KRISHNA | | | | | | Chairman of the Board, President and Chief Executive Officer | | | | | | February [removed: 25, 2025] [added: 24, 2026] | | |

| /s/ JAMES J. KAVANAUGH | | | | | | Senior Vice President, Finance and Operations, and Chief Financial Officer | | | | | | February [removed: 25, 2025] [added: 24, 2026] | | |

| /s/ NICOLÁS A. FEHRING | | | | | | Vice President and Controller (Chief Accounting Officer) | | | | | | February [removed: 25, 2025] [added: 24, 2026] | | |

| Marianne C. Brown | | | Director | | | | | | *Attorney-in-fact* February [removed: 25, 2025] [added: 24, 2026] | | |

Our audits of the consolidated financial statements referred to in our report dated February [removed: 25, 2025] [added: 24, 2026] appearing in the [removed: 2024] [added: 2025] Annual Report to Stockholders of International Business Machines Corporation (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 15(a)(2) of this Form 10-K.

| Allowance For Credit Losses [removed: (1) (2)] [added: (1)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2024 | | | | | | $ | 658 | | | | | [removed: $] | [removed: 122] | | | | | [removed: $] | [removed: (199)] | | | | | [removed: $] | [removed: (4)] | | | | | $ | 577 | |

| 2023 | | | | | | $ | 631 | | | | | [removed: $] | [removed: 201] | | | | | [removed: $] | [removed: (183)] | | | | | [removed: $] | [removed: 9] | | | | | $ | 658 | |

| 2024 | | | | | | $ | 480 | | | | | [removed: $] | [removed: 348] | | | | | [removed: $] | [removed: (480)] | | | | | [removed: $] | [removed: (51)] | | | | | $ | 298 | |

| 2023 | | | | | | $ | 424 | | | | | [removed: $] | [removed: 500] | | | | | [removed: $] | [removed: (456)] | | | | | [removed: $] | [removed: 12] | | | | | $ | 480 | |

[1](#i7423610082984d53b1e87569bb167587_97) of 2

February 24, 2026

| Description | | | | | | Balance at Beginning of Period | | | | | | | | | | | | | | | | | | | | | | | | Balance at End of Period | | |

| 2025 | | | | | | $ | 273 | | | | | | | | | | | | | | | | | | | | | | | $ | 276 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2024 | | | | | | $ | 457 | | | | | | | | | | | | | | | | | | | | | | | $ | 273 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2023 | | | | | | $ | 495 | | | | | | | | | | | | | | | | | | | | | | | $ | 457 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2025 | | | | | | $ | 577 | | | | | | | | | | | | | | | | | | | | | | | $ | 535 | |

| 2025 | | | | | | $ | 298 | | | | | | | | | | | | | | | | | | | | | | | $ | 388 | |

Additions/deductions and write-offs for allowances and Revenue Based Provisions were not material for any of the periods presented.

[1](#iaf7e987c179946fe9556e9c6006b4d87_97) of 2

February 25, 2025

| Description | | | | | | Balance at Beginning of Period | | | | | | Additions/ (Deductions) | | | | | | Write-offs | | | | | | Foreign Currency and Other | | | | | | Balance at End of Period | | |

| 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| –Current | | | | | | $ | 431 | | | | | $ | (11) | | | | | $ | (146) | | | | | $ | (20) | | | | | $ | 254 | |

| –Noncurrent | | | | | | $ | 27 | | | | | $ | (7) | | | | | $ | 0 | | | | | $ | (1) | | | | | $ | 19 | |

| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| –Current | | | | | | $ | 467 | | | | | $ | 13 | | | | | $ | (97) | | | | | $ | 48 | | | | | $ | 431 | |

| –Noncurrent | | | | | | $ | 28 | | | | | $ | (2) | | | | | $ | — | | | | | $ | 0 | | | | | $ | 27 | |

| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| –Current | | | | | | $ | 418 | | | | | $ | 59 | | | | | $ | (55) | | | | | $ | 45 | | | | | $ | 467 | |

| –Noncurrent | | | | | | $ | 25 | | | | | $ | 6 | | | | | $ | 0 | | | | | $ | (2) | | | | | $ | 28 | |

| 2022 | | | | | | $ | 633 | | | | | $ | 162 | | | | | $ | (148) | | | | | $ | (15) | | | | | $ | 631 | |

| 2022 | | | | | | $ | 435 | | | | | $ | 620 | | | | | $ | (629) | | | | | $ | (2) | | | | | $ | 424 | |

(2) Other includes reserves related to discontinued operations.

Additions/(Deductions) to the allowances represent changes in estimates of unrecoverable amounts in receivables and inventory and are recorded to expense and cost accounts, respectively.

Amounts are written-off when they are deemed unrecoverable by the company.

Additions/(Deductions) to Revenue Based Provisions represent changes in estimated reductions to revenue, primarily as a result of revenue-related programs, including customer and business partner rebates.

Write-offs for Revenue Based Provisions represent reductions in the provision due to amounts remitted to customers and business partners.