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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 (Date of earliest event reported):
October 27, 2025
Philip Morris International Inc.
(Exact name of registrant as specified in its
charter)
| Virginia |
1-33708 |
13-3435103 |
|
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
|
677
Washington Blvd, Suite 1100
Stamford, Connecticut |
06901 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (203) 905-2410
(Former name or former address, if changed
since last report.)
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 |
| Common Stock, no par value |
|
PM |
|
New York Stock Exchange |
| 2.750% Notes due 2026 |
|
PM26A |
|
New York Stock Exchange |
| 2.875% Notes due 2026 |
|
PM26 |
|
New York Stock Exchange |
| 0.125% Notes due 2026 |
|
PM26B |
|
New York Stock Exchange |
| 3.125% Notes due 2027 |
|
PM27 |
|
New York Stock Exchange |
| 3.125% Notes due 2028 |
|
PM28 |
|
New York Stock Exchange |
| 2.875% Notes due 2029 |
|
PM29 |
|
New York Stock Exchange |
| 3.375% Notes due 2029 |
|
PM29A |
|
New York Stock Exchange |
| 2.750% Notes due 2029 |
|
PM29D |
|
New York Stock Exchange |
| 3.750% Notes due 2031 |
|
PM31B |
|
New York Stock Exchange |
| 0.800% Notes due 2031 |
|
PM31 |
|
New York Stock Exchange |
| 3.250% Notes due 2032 |
|
PM32 |
|
New York Stock Exchange |
| 3.125% Notes due 2033 |
|
PM33 |
|
New York Stock Exchange |
| 2.000% Notes due 2036 |
|
PM36 |
|
New York Stock Exchange |
| 1.875% Notes due 2037 |
|
PM37A |
|
New York Stock Exchange |
| 6.375% Notes due 2038 |
|
PM38 |
|
New York Stock Exchange |
| 1.450% Notes due 2039 |
|
PM39 |
|
New York Stock Exchange |
| 4.375% Notes due 2041 |
|
PM41 |
|
New York Stock Exchange |
| 4.500% Notes due 2042 |
|
PM42 |
|
New York Stock Exchange |
| 3.875% Notes due 2042 |
|
PM42A |
|
New York Stock Exchange |
| 4.125% Notes due 2043 |
|
PM43 |
|
New York Stock Exchange |
| 4.875% Notes due 2043 |
|
PM43A |
|
New York Stock Exchange |
| 4.250% Notes due 2044 |
|
PM44 |
|
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 8.01. Other Events.
On October 29, 2025, Philip Morris International
Inc. (“PMI”) issued $300,000,000 aggregate principal amount of its Floating Rate Notes due 2028 (the “Floating Rate
Notes”), $750,000,000 aggregate principal amount of its 3.875% Notes due 2028 (the “2028 Notes”), $750,000,000 aggregate
principal amount of its 4.000% Notes due 2030 (the “2030 Notes”), $850,000,000 aggregate principal amount of its 4.250% Notes
due 2032 (the “2032 Notes”) and $850,000,000 aggregate principal amount of its 4.625% Notes due 2035 (the “2035 Notes”
and, together with the Floating Rate Notes, the 2028 Notes, the 2030 Notes and the 2032 Notes, the “Notes”). The Notes were
issued pursuant to an Indenture dated April 25, 2008, by and between PMI and HSBC Bank USA, National Association, as trustee.
In connection with the issuance of the Notes,
on October 27, 2025, PMI entered into a Terms Agreement (the “Terms Agreement”) with BBVA Securities Inc., BofA Securities, Inc.,
Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC, HSBC Securities
(USA) Inc. and UBS Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant
to which PMI agreed to issue and sell the Notes to the Underwriters. The provisions of an Underwriting Agreement, dated April 25,
2008 (the “Underwriting Agreement”), are incorporated by reference in the Terms Agreement.
PMI has filed with the Securities and Exchange
Commission a Prospectus dated February 10, 2023 and a Prospectus Supplement (the “Prospectus Supplement”) dated October 27,
2025 (Registration No. 333-269690) in connection with the public offering of the Notes.
PMI intends to add the net proceeds of the offering
to its general funds, which may be used for general corporate purposes, to repay all or a portion of outstanding commercial paper, refinance
its outstanding U.S. dollar denominated 4.875% Notes due 2026, U.S. dollar denominated 2.750% Notes due 2026 or euro denominated 2.875%
Notes due 2026 or to meet its working capital requirements. Nothing contained in this Current Report on Form 8-K constitutes a notice
of redemption of the U.S. dollar denominated 4.875% Notes due 2026, the U.S. dollar denominated 2.750% Notes due 2026 or the euro denominated
2.875% Notes due 2026.
The Notes are subject to certain customary covenants,
including limitations on PMI’s ability, with significant exceptions, to incur debt secured by liens and engage in sale/leaseback
transactions. PMI may redeem the 2028 Notes, the 2030 Notes, the 2032 Notes and the 2035 Notes, in whole or in part, at the applicable
redemption prices described in the Prospectus Supplement, plus accrued and unpaid interest thereon to, but excluding, the applicable redemption
date. PMI may also redeem all, but not part, of the Notes of each series upon the occurrence of specified tax events as described in the
Prospectus Supplement.
Interest on the Floating Rate Notes is payable
from October 29, 2025 quarterly in arrears on January 27, April 27, July 27 and October 27 of each year, commencing
January 27, 2026, to holders of record on the preceding January 12, April 12, July 12 or October 12, as the case
may be. Interest on the 2028 Notes is payable from October 29, 2025 semiannually in arrears on April 27 and October 27
of each year, commencing April 27, 2026, to holders of record on the preceding April 12 or October 12, as the case may
be. Interest on the 2030 Notes is payable from October 29, 2025 semiannually in arrears on April 29 and October 29 of each
year, commencing April 29, 2026, to holders of record on the preceding April 14 or October 14, as the case may be. Interest
on the 2032 Notes is payable from October 29, 2025 semiannually in arrears on April 29 and October 29 of each year, commencing
April 29, 2026, to holders of record on the preceding April 14 or October 14, as the case may be. Interest on the 2035
Notes is payable from October 29, 2025 semiannually in arrears on April 29 and October 29 of each year, commencing April 29,
2026, to holders of record on the preceding April 14 or October 14, as the case may be.
The Floating Rate Notes will mature on October 27,
2028, the 2028 Notes will mature on October 27, 2028, the 2030 Notes will mature on October 29, 2030, the 2032 Notes will mature
on October 29, 2032 and the 2035 Notes will mature on October 29, 2035.
The Notes will be PMI’s senior unsecured
obligations and will rank equally in right of payment with all of its existing and future senior unsecured indebtedness.
For a complete description of the terms and conditions
of the Underwriting Agreement, the Terms Agreement and the Notes, please refer to such agreements and the form of Notes, each of which
is incorporated herein by reference and is an exhibit to this Current Report on Form 8-K as Exhibits 1.1, 1.2, 4.1, 4.2, 4.3, 4.4
and 4.5, respectively.
Certain of the Underwriters and their respective
affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial and investment banking
services for PMI, for which they received or will receive customary fees and expenses. Certain of the Underwriters and their respective
affiliates are lenders under PMI’s credit facilities. PMI and some of its subsidiaries may enter into foreign exchange and other
derivative arrangements with certain of the Underwriters or their respective affiliates. In addition, certain of the Underwriters or their
respective affiliates act as dealers in connection with PMI’s commercial paper programs.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number |
Description |
| |
|
| 1.1 |
Underwriting Agreement, dated as of April 25, 2008 (incorporated by reference to Exhibit 1.1 of PMI’s Registration Statement on Form S-3 (No. 333-150449)) |
| |
|
| 1.2 |
Terms Agreement, dated October 27, 2025, among PMI and BBVA Securities Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc. and UBS Securities LLC, as representatives of the several underwriters named therein |
| |
|
| 4.1 |
Form of Floating Rate Notes due 2028 |
| |
|
| 4.2 |
Form of 3.875% Notes due 2028 |
| |
|
| 4.3 |
Form of 4.000% Notes due 2030 |
| |
|
| 4.4 |
Form of 4.250% Notes due 2032 |
| |
|
| 4.5 |
Form of 4.625% Notes due 2035 |
| |
|
| 5.1 |
Opinion of Hunton Andrews Kurth LLP |
| |
|
| 104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document and contained in Exhibit 101) |
SIGNATUREs
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.
| |
PHILIP MORRIS INTERNATIONAL INC. |
| |
|
| |
By: |
/s/
DARLENE QUASHIE HENRY |
| |
Name: |
Darlene Quashie Henry |
| |
Title: |
Vice President, Associate General Counsel and
Corporate Secretary |
DATE: October 29, 2025
