8-KOther EventsExhibits & Filings

INTERNATIONAL BUSINESS MACHINES CORP 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Oct 15, 2021)

Filed October 15, 2021For Securities:IBM

Summary

International Business Machines Corporation (IBM) filed an 8-K on October 15, 2021, to announce a temporary suspension of trading under its employee benefit plans, specifically the IBM 401(k) Plus Plan. This "Blackout Period" is scheduled to begin on November 3, 2021, and conclude by November 10, 2021. During this time, participants in the plan, including directors and executive officers, will be restricted from making transactions involving the IBM Stock Fund.

Key Highlights

  • 1IBM announced a temporary trading blackout for its 401(k) Plus Plan participants, including directors and executive officers.
  • 2The blackout period is scheduled to commence on November 3, 2021, and is expected to end by November 10, 2021.
  • 3This trading restriction is directly related to the impending spin-off of Kyndryl Holdings, Inc.
  • 4The purpose of the blackout is to facilitate the conversion of the IBM Stock Fund within the 401(k) plan into a new stock fund related to Kyndryl common stock.
  • 5Plan participants will be temporarily unable to effect transactions in the IBM Stock Fund during the blackout period.
  • 6The spin-off of Kyndryl is expected to close before the end of 2021.
  • 7The filing includes a Blackout Notice to directors and executive officers as an exhibit.

Frequently Asked Questions

IBM is instituting a trading blackout period in its 401(k) Plus Plan to facilitate the conversion of the IBM Stock Fund into a new stock fund that will hold shares of Kyndryl Holdings, Inc. common stock. This conversion is a necessary step in conjunction with the planned spin-off of Kyndryl.

The trading restriction, or "Blackout Period," affects participants in the IBM 401(k) Plus Plan, including IBM's directors and executive officers. During this period, they will be prevented from executing transactions involving the IBM Stock Fund within the plan.

The blackout period is currently expected to begin at 4:00 p.m. Eastern Time on November 3, 2021, and is anticipated to end by the close of business on November 10, 2021.

The Kyndryl spin-off is the primary driver for this 8-K filing and the subsequent trading blackout. The blackout is necessary to manage the transition of the IBM Stock Fund within the retirement plan to reflect the new Kyndryl entity following the separation.