INTERNATIONAL BUSINESS MACHINES CORP

Regulatory Filings • Feb 7, 2025

8-A12B 1 tm255870d2_8a12b.htm FORM 8-A12B

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

Form 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

INTERNATIONAL BUSINESS MACHINES CORPORATION

(Exact name of registrant as specified in its charter)

New York	13-0871985
(State of Incorporation)	(I.R.S. Employer Identification No.)

One New Orchard Road Armonk, New York	10504
(Address of principal executive offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered Name of each exchange on which each class is to be registered

€750,000,000 2.900% Notes Due 2030	New York Stock Exchange, Inc.
€1,100,000,000 3.150% Notes Due 2033	New York Stock Exchange, Inc.
€900,000,000 3.450% Notes Due 2037	New York Stock Exchange, Inc.
€750,000,000 3.800% Notes Due 2045	New York Stock Exchange, Inc.

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A. (d) or (e), check the following box. ¨

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-276739

Securities to be registered pursuant to Section 12(g) of the Act:

None

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ITEM 1. Description of Registrant’s Securities to be Registered.

The description of the securities to be registered is contained in the Prospectus Supplement dated February 5, 2025 , and the Prospectus dated January 29, 2024 , copies of which were electronically transmitted for filing with the Commission pursuant to Rule 424(b) on February 6, 2025, each of which form a part of the Registrant’s Registration Statement on Form S-3 (No. 333-276739) , and is incorporated herein by reference.

ITEM 2. Exhibits.

I. The following exhibits are filed with the Commission and the New York Stock Exchange, Inc.:

2.1 - Form of the Registrant’s €750,000,000 2.900% Notes Due 2030.

2.2 - Form of the Registrant’s €1,100,000,000 3.150% Notes Due 2033.

2.3 - Form of the Registrant’s €900,000,000 3.450% Notes Due 2037.

2.4 - Form of the Registrant’s €750,000,000 3.800% Notes Due 2045.

2.5 - Indenture dated as of October 1, 1993 between IBM and The Bank of New York Mellon, as Trustee (filed as Exhibit 4.1 to IBM’s Form 10-Q for the quarter ended September 30, 2017 and hereby incorporated by reference).

2.6 - First Supplemental Indenture to Indenture dated as of October 1, 1993 between IBM and The Bank of New York Mellon, as Trustee, dated as of December 15, 1995 (filed as Exhibit 4.2 to IBM’s Form 10-Q for the quarter ended September 30, 2017 and hereby incorporated by reference).

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Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

INTERNATIONAL BUSINESS MACHINES CORPORATION (Registrant)

By:
Name:	Brien
Wierzchowski
Title:	Vice
President and Treasurer

Date: February 7, 2025

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