PepsiCo CEO Ramon Laguarta joins IBM (NYSE: IBM) board and governance committee

Rhea-AI Filing Summary

International Business Machines Corporation is adding an experienced external leader to its board. The company has elected Ramon Laguarta, current Chairman and Chief Executive Officer of PepsiCo, Inc., to its Board of Directors, effective March 1, 2026.

Mr. Laguarta will serve on the Board’s Directors and Corporate Governance Committee, which oversees board composition, governance policies, and related matters. He will participate in the company’s standard compensatory and other arrangements for non‑management directors, as previously described in IBM’s Proxy Statement dated March 10, 2025.

IBM also furnished a press release announcing his election as Exhibit 99.1, and included a cover page interactive data file as Exhibit 104.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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: January 27, 2026

(Date of earliest event reported)

INTERNATIONAL BUSINESS MACHINES CORPORATION

(Exact name of registrant as specified in its charter)

New York

1-2360

13-0871985

(State of Incorporation)

(Commission File Number)

(IRS employer Identification No.)

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

914-499-1900

(Registrant’s telephone number)

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:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Capital stock, par value $.20 per share

IBM

New York Stock Exchange

NYSE Texas

0.300% Notes due 2026

IBM 26B

New York Stock Exchange

1.250% Notes due 2027

IBM 27B

New York Stock Exchange

3.375% Notes due 2027

IBM 27F

New York Stock Exchange

0.300% Notes due 2028

IBM 28B

New York Stock Exchange

1.750% Notes due 2028

IBM 28A

New York Stock Exchange

1.500% Notes due 2029

IBM 29

New York Stock Exchange

0.875% Notes due 2030

IBM 30A

New York Stock Exchange

2.900% Notes due 2030

IBM 30C

New York Stock Exchange

1.750% Notes due 2031

IBM 31

New York Stock Exchange

3.625% Notes due 2031

IBM 31B

New York Stock Exchange

0.650% Notes due 2032

IBM 32A

New York Stock Exchange

3.150% Notes due 2033

IBM 33A

New York Stock Exchange

1.250% Notes due 2034

IBM 34

New York Stock Exchange

3.750% Notes due 2035

IBM 35

New York Stock Exchange

3.450% Notes due 2037

IBM 37

New York Stock Exchange

4.875% Notes due 2038

IBM 38

New York Stock Exchange

1.200% Notes due 2040

IBM 40

New York Stock Exchange

4.000% Notes due 2043

IBM 43

New York Stock Exchange

3.800% Notes due 2045

IBM 45A

New York Stock Exchange

6.22% Debentures due 2027

IBM 27

New York Stock Exchange

6.50% Debentures due 2028

IBM 28

New York Stock Exchange

5.875% Debentures due 2032

IBM 32D

New York Stock Exchange

7.00% Debentures due 2045

IBM 45

New York Stock Exchange

7.125% Debentures due 2096

IBM 96

New York Stock Exchange

Indicate by check mark whether the registrant 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 (§240.12b-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. ☐

Item 5.02(d). Election of Directors.

On January 30, 2026, IBM announced that Ramon Laguarta, current Chairman and Chief Executive Officer of PepsiCo, Inc., has been elected to the IBM Board of Directors, effective March 1, 2026. Mr. Laguarta will join the Directors and Corporate Governance Committee.

IBM’s compensatory and other arrangements for non-management directors are set forth in the company’s Proxy Statement, dated March 10, 2025. The press release is attached as Exhibit 99.1 of this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

The following exhibits are being furnished as part of this report:

Exhibit No.						Description of Exhibit
99.1						Press Release, dated January 30, 2026

The following exhibit is being filed as part of this report:

Exhibit No.						Description of Exhibit
104						Cover Page Interactive Data File (embedded within the Inline XBRL Document)

IBM’s web site (www.ibm.com) contains a significant amount of information about IBM, including financial and other information for investors (www.ibm.com/investor/). IBM encourages investors to visit its various web sites from time to time, as information is updated and new information is posted.

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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: January 30, 2026
			By:			/s/ Jane P. Edwards
						Jane P. Edwards
						Vice President, Assistant General Counsel and Secretary

3

FAQ

What board change did IBM (IBM) disclose in this 8-K filing?

IBM disclosed the election of Ramon Laguarta to its Board of Directors, effective March 1, 2026. He is the current Chairman and Chief Executive Officer of PepsiCo, Inc., and will join IBM’s Directors and Corporate Governance Committee.

When does Ramon Laguarta officially join IBM’s Board of Directors?

Ramon Laguarta’s election to IBM’s Board becomes effective on March 1, 2026. From that date, he will serve as a director and sit on the Directors and Corporate Governance Committee, participating in IBM’s standard non‑management director compensation program.

What committee will Ramon Laguarta serve on at IBM (IBM)?

Ramon Laguarta will serve on IBM’s Directors and Corporate Governance Committee. This committee typically oversees board structure, governance practices, and related policies, meaning his experience as PepsiCo’s Chairman and CEO will be applied to IBM’s governance and board-level oversight work.

How will IBM compensate Ramon Laguarta as a non-management director?

IBM states that Ramon Laguarta will receive its standard compensatory and other arrangements for non‑management directors. These terms are described in IBM’s Proxy Statement dated March 10, 2025, which outlines fees, equity awards, and other director compensation elements.

Did IBM issue a press release about Ramon Laguarta joining the board?

Yes. IBM furnished a press release as Exhibit 99.1 announcing Ramon Laguarta’s election to the Board of Directors. The press release is dated January 30, 2026 and is attached as part of the same report for investors and other stakeholders to review.

What exhibits did IBM include with this director-election report?

IBM included two exhibits: Exhibit 99.1, a press release dated January 30, 2026 announcing Ramon Laguarta’s election, and Exhibit 104, a cover page interactive data file embedded in the Inline XBRL document, supporting electronic reporting and data access requirements for the filing.