Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
On October 15, 2021, International Business Machines Corporation (the "Company")
sent a notice (the "Blackout Notice") to its directors and executive officers
informing them that they will be subject to certain trading restrictions with
respect to Company common stock acquired in connection with their services as a
director or an executive officer of the Company as a result of a blackout period
(the "Blackout Period"), described below, under the IBM 401(k) Plus Plan (the
"Plan"), a retirement plan sponsored by the Company that is intended to be
qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended.
The administrator of the Plan will impose restrictions on transactions by
participants in the Plan during the Blackout Period in order to provide for the
conversion of the IBM Stock Fund of the Plan (the "IBM Stock Fund"), which is an
investment option under the Plan that consists primarily of shares of Company
common stock, into a new stock fund in respect of common stock of Kyndryl
Holdings, Inc., in connection with, and contingent upon, the closing of the
spin-off contemplated under the separation and distribution agreement and
certain other transaction-related agreements among the Company and Kyndryl
Holdings, Inc. (the "Spin-Off"), expected to close before the end of 2021.
During this Blackout Period, Plan participants and beneficiaries temporarily
will be prevented from effecting transactions involving the IBM Stock Fund. Such
Blackout Period is currently expected to begin at 4:00 p.m., Eastern Time, on
November 3, 2021, and to end at the end of the day on November 10.
A copy of the Blackout Notice to directors and executive officers of the
Company, which includes the information required by Rule 104(b) of Regulation
BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
99.1 Form of Required Black-Out Notice - Spin-Off-Related Stock
Trading Restrictions, dated October 15, 2021
104 Cover Page Interactive Data File - the cover page interactive data
file does not appear in the Interactive Data File because its XBRL
tags are embedded within the Inline XBRL document
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