IBM国际商业机器美股招股说明书(2026-01-30版)

International Business Machines Corporation €1,000,000,000 3.000% Notes due 2031€1,000,000,000 3.450% Notes due 2034€750,000,000 3.850% Notes due 2038€750,000,000 Floating Rate Notes due 2028 Interest on the 3.000% Notes due 2031 payable annually on February 3Interest on the 3.450% Notes due 2034 payable annually on February 3Interest on the 3.850% Notes due 2038 payable annually on February 3Interest on the Floating Rate Notes payable quarterly on February 3, May 3, August 3 and November 3 IBM may redeem some or all of the 3.000% Notes due 2031 (the “2031 Notes”), the 3.450% Notes due 2034 (the “2034 Notes”) and the 3.850%Notes due 2038 (the “2038 Notes” and, together with the 2031 Notes and the 2034 Notes, the “Fixed Rate Notes”) in whole or in part at any time atthe redemption prices described herein. IBM may redeem the Fixed Rate Notes and the Floating Rate Notes (the “Floating Rate Notes” and,together with the Fixed Rate Notes, the “Notes”) in whole at par if certain events occur involving changes in United States taxation, as set forth inthis prospectus supplement. Application will be made to list the Notes on the New York Stock Exchange. We have not, and the underwriters have not, authorized anyone to provide any information other than thatcontained in or incorporated by reference in this prospectus supplement and the accompanying prospectus. Wetake no responsibility for, and can provide no assurance as to the reliability of, any other information. We arenot, and the underwriters are not, making an offer of the Notes in any jurisdiction where the offer is notpermitted. You should not assume that the information contained in this prospectus supplement or theaccompanying prospectus is accurate as of any date other than the date on the front of this prospectussupplement. References herein to “$” and “dollars” are to the currency of the United States. References to “€” and“euro” are to the lawful currency of the member states of the European Monetary Union that have adoptedthe euro as their currency. TABLE OF CONTENTS Prospectus Supplement PageInternational Business Machines CorporationS-2Where You Can Find More InformationS-3Recent DevelopmentsS-4Risk FactorsS-7Use of ProceedsS-8Description of NotesS-9UnderwritingS-25Offering RestrictionsS-28Legal OpinionsS-30ExpertsS-30 Prospectus Summary1Where You Can Find More Information3Use of Proceeds4Description of the Debt Securities4Description of the Preferred Stock15Description of the Capital Stock20Description of the Warrants20Plan of Distribution22Legal Opinions23Experts23 NOTES IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATERTHAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60DAYS AFTERTHE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR OVERALLOTMENT MUST BE CONDUCTED BY THE STABILIZATION MANAGER IN ACCORDANCEWITH ALL APPLICABLE LAWS AND RULES. ANY OF THESE ACTIVITIES MAY HAVE THE EFFECT OF PREVENTING OR RETARDING ADECLINE IN THE MARKET PRICE OF THE NOTES. THEY MAY ALSO CAUSE THE PRICE OF THENOTES TO BE HIGHER THAN THE PRICE THAT OTHERWISE WOULD EXIST IN THE OPENMARKET IN THE ABSENCE OF THESE TRANSACTIONS. THE UNDERWRITERS MAY CONDUCTTHESE TRANSACTIONS IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. IF THEUNDERWRITERS COMMENCE ANY OF THESE TRANSACTIONS, THEY MAY DISCONTINUETHEM AT ANY TIME. The distribution of this prospectus supplement and accompanying prospectus and the offering of theNotes in certain jurisdictions may be restricted by law. Persons into whose possession this prospectussupplement and the accompanying prospectus come should inform themselves about and observe any suchrestrictions. This prospectus supplement and the accompanying prospectus do not constitute, and may not beused in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer orsolicitation is not authorized or in which the person making such offer or solicitation is not qualified to doso or to any person to whom it is unlawful to make such offer or solicitation. See “Offering Restrictions.” NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA (“EEA”) The Notes are not intended to be offered, sold or otherwise made available to and should not beoffered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retailinvestor meansa person who is one (or more) of: (i)a retail client as defined in point (11) of Article4(1) ofDirective2014/ 65/EU (as amended, “MiFID II”); or (ii)a customer within the meaning of Directive(EU)2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualifyas a professional client as defined in point (10) of Article4(1) of MiFID II; or (iii)not a qualified investoras defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently, no keyinformation document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”)for offering or s