UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549  

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934 

Date of Report (Date of earliest event reported): October 12, 2021

INTERNATIONAL BUSINESS MACHINES CORPORATION

(Exact name of registrant as specified in its charter)

914-499-1900

(Registrar’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrar is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230 405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

On October 12, 2021, International Business Machines Corporation (“IBM”) announced the timing and details regarding IBM’s distribution of 80.1% of the outstanding shares of common stock, par value $0.01 per share, of Kyndryl Holdings, Inc. (“Kyndryl”), a wholly owned subsidiary of IBM (the “Kyndryl Common Stock”), to IBM’s holders of common stock (“IBM stockholders”) as a pro rata dividend in a spin-off. Following the distribution, IBM will retain 19.9% of the outstanding Kyndryl Common Stock. IBM intends to dispose of any retained Kyndryl Common Stock within 12 months after the distribution. The IBM board of directors has declared a pro rata dividend of Kyndryl Common Stock to be made effective at 5:00 p.m., New York City time, on Wednesday, November 3, 2021, to IBM’s stockholders of record as of the close of business, on Monday, October 25, 2021 (the “Record Date”). Each IBM stockholder of record on the Record Date will receive a distribution of one share of Kyndryl Common Stock for every five shares of common stock, par value $0.20 per share, of IBM, that it holds on the Record Date. IBM stockholders will receive cash in lieu of fractional shares of Kyndryl Common Stock. The distribution is subject to the satisfaction or waiver of certain conditions. A copy of the press release is included herewith as Exhibit 99.1, and is incorporated by reference herein.

Forward-Looking Statements

Statements in this report regarding the spin-off and separation constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “intends” or “estimates” or similar expressions) should also be considered to be forward-looking statements. Forward-looking statements are based on the IBM’s current assumptions regarding future business and financial performance. These statements, by their nature, address matters that are uncertain to different degrees. These statements involve a number of factors that could cause actual results to differ materially. Additional information concerning these factors is contained in IBM’s most recent Form 10-K, Form 10-Q and other filings with the Securities and Exchange Commission (the “SEC”), as well as those risk factors described in Kyndryl’s Registration Statement on Form 10 (the “Registration Statement”). Copies of IBM filings are available from the SEC, from the IBM website or from IBM Investor Relations. Copies of Kyndryl’s Registration Statement is available from the SEC. We disclaim any obligation to update any forward-looking statements as a result of developments occurring after the date of this report.

(d)    Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: October 12, 2021