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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):
December 11, 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 1.01. |
Entry into a Material Definitive Agreement. |
On December 11, 2025, Philip Morris International
Inc. (“PMI”) entered into a credit agreement, effective as of January 29, 2026 (the “Credit Agreement”),
relating to a senior unsecured revolving credit facility (the “Facility”) with the lenders named therein, Citibank Europe
plc, UK Branch, as facility agent, and Citibank, N.A., as swingline agent. The Facility provides for borrowings up to an aggregate principal
amount of US$2.0 billion (or the equivalent in Euro) and expires on January 29, 2031, unless extended as further described in the
Credit Agreement.
Interest rates on borrowings under the Facility
will be based on prevailing interest rates for U.S. Dollars or Euro, as applicable, and as further described in the Credit Agreement.
The Facility will be used for general corporate purposes, including to meet working capital requirements.
The Credit Agreement contains certain events of
default customary for credit facilities of this type (with customary grace periods, as applicable), including nonpayment of principal
or interest when due; material incorrectness of representations and warranties when made; breach of covenants; bankruptcy and insolvency;
unsatisfied ERISA obligations; unstayed material judgment beyond specified periods; acceleration or payment default of other material
indebtedness; and invalidation of PMI’s guaranty of subsidiary borrowings.
If any events of default occur and are not cured
within applicable grace periods or waived, any outstanding loans may be accelerated and the lenders’ commitments may be terminated.
The occurrence of a bankruptcy and insolvency event of default will result in the automatic termination of commitments and acceleration
of outstanding loans under the Credit Agreement.
The Facility will replace PMI’s existing
US$2.0 billion (or the equivalent in Euro) revolving credit facility with the lenders named therein, Citibank Europe plc, UK Branch, as
facility agent, and Citibank, N.A., as swingline agent, which was to expire on February 10, 2027 (the “Terminating Facility”).
PMI provided notice of termination of the Terminating Facility on December 11, 2025, with termination effective as of January 29,
2026, conditional upon the effectiveness of the Credit Agreement.
At December 11, 2025, PMI had no borrowings
outstanding under the Terminating Facility.
On December 11, 2025, PMI also entered into
an agreement, effective as of January 29, 2026 (the “Amendment and Extension Agreement”), to amend and extend the term
of its existing €1.5 billion revolving credit facility, dated December 17, 2024 (the “2024 Credit Agreement”) with
the lenders named therein and Citibank Europe plc, UK Branch, as facility agent. The Amendment and Extension Agreement extends the expiration
date of the 2024 Credit Agreement from January 29, 2028 to January 29, 2029, pursuant to Section 2.20 of the 2024 Credit
Agreement, and provides for certain other amendments to the Credit Agreement.
Except as set forth in the Amendment and
Extension Agreement, all the other terms and conditions of the 2024 Credit Agreement remain in full force and effect.
Certain of the lenders under each of the Credit
Agreement and the 2024 Credit Agreement 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 affiliates of the lenders are underwriters of certain of PMI’s note issuances. PMI and some of its subsidiaries
may enter into foreign exchange and other derivative arrangements with certain of the lenders and their affiliates. In addition, certain
of the lenders and their respective affiliates act as dealers in connection with PMI’s commercial paper programs.
The descriptions above of the Credit Agreement
and the Amendment and Extension Agreement are summaries and are qualified in their entirety by the Credit Agreement, which is filed as
Exhibit 10.1 to this report, and the Amendment and Extension Agreement, which is filed as Exhibit 10.2 to this report, respectively,
and each are incorporated herein by reference.
| Item 1.02. |
Termination of a Material Definitive Agreement. |
The information set forth above under Item 1.01
regarding the Terminating Facility is hereby incorporated by reference into this Item 1.02.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information required by Item 2.03 and included
under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
Exhibit
Number |
|
Description |
| |
|
|
| 10.1 |
|
Credit Agreement, dated December 11, 2025, among Philip Morris International Inc., the lenders named therein, Citibank Europe plc, UK Branch, as facility agent, and Citibank, N.A., as swingline agent |
| |
|
|
| 10.2 |
|
Amendment and Extension Agreement, dated December 11, 2025, among Philip Morris International Inc., the lenders named therein and Citibank Europe plc, UK Branch, as facility agent |
| |
|
|
| 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: December 11, 2025
