Item 5. Other Information

Insider Trading Arrangements

None.

Amendments to By-Laws

On April 28, 2025, the IBM Board of Directors adopted amendments to IBM’s By-Laws, effective July 24, 2025. The amendments include, among other things, revisions to Article II, Section 7 of the By-Laws to:

(i) address matters relating to the universal proxy rules adopted by the Securities and Exchange Commission, including to require stockholders making nominations at an annual or special meeting of stockholders to comply with the solicitation requirements of Rule 14a-19 of the Securities Exchange Act of 1934;

(ii) update and clarify certain procedural and informational requirements for stockholders making nominations or proposing other business before an annual or special meeting of stockholders, to require, among other things, disclosures with respect to ownership of derivative securities and arrangements, agreements or understandings relating to the nomination or other business being proposed between or among such stockholder, beneficial owners on whose behalf the nomination is made or business is proposed, and their respective affiliates;

(iii) require stockholder nominees to make certain representations and warranties with respect to voting commitments and other agreements, arrangements or understandings in connection with their action or service as a nominee or director; and

(iv) require a stockholder soliciting proxies from other stockholders to use a proxy card color other than white.

Other non-substantive, technical and conforming changes were also made.

The foregoing summary does not purport to be complete and is qualified in its entirety by the text of the By-Laws, a copy of which is filed as Exhibit 3.2 to this report and incorporated by reference herein.