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Philip Morris (NYSE: PM) prices $1.5B 2029 and 2036 senior notes

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Philip Morris International Inc. issued $750,000,000 of 4.125% Notes due 2029 and $750,000,000 of 4.875% Notes due 2036 under its existing indenture with HSBC Bank USA.

The company agreed to sell the Notes to a syndicate of underwriters pursuant to a Terms Agreement and related Underwriting Agreement, using a February 6, 2026 prospectus and an April 27, 2026 prospectus supplement. Philip Morris intends to add the net proceeds to its general funds, which may be used for general corporate purposes, to repay commercial paper, refinance its 0.875% Notes due 2026, or meet working capital needs.

The Notes are senior unsecured obligations with customary covenants limiting certain liens and sale/leaseback transactions. The 2029 Notes pay interest semiannually on April 27 and October 27 and mature April 27, 2029, while the 2036 Notes pay interest on April 29 and October 29 and mature April 29, 2036. Philip Morris may redeem the Notes at specified prices or upon certain tax events.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
2029 Notes size $750,000,000 aggregate principal amount 4.125% Notes due 2029
2036 Notes size $750,000,000 aggregate principal amount 4.875% Notes due 2036
2029 Notes coupon 4.125% Interest rate on Notes due April 27, 2029
2036 Notes coupon 4.875% Interest rate on Notes due April 29, 2036
2029 interest schedule Semiannual on April 27 and October 27 From April 29, 2026, first payment October 27, 2026
2036 interest schedule Semiannual on April 29 and October 29 From April 29, 2026, first payment October 29, 2026
Indenture financial
"The Notes were issued pursuant to an Indenture dated as of April 25, 2008"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Prospectus Supplement financial
"a Prospectus Supplement dated April 27, 2026 in connection with the public offering"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Underwriting Agreement financial
"The provisions of an Underwriting Agreement, dated as of April 25, 2008"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
senior unsecured obligations financial
"The Notes will be PMI’s senior unsecured obligations and will rank equally"
Senior unsecured obligations are loans or bonds that a company promises to pay back with its own money, but without any special guarantees or collateral. If the company runs into financial trouble, these debts are paid after other debts with priority, meaning they are less protected but still important. They matter because they show how risky it is to lend money to a company.
sale/leaseback transactions financial
"customary covenants, including limitations on PMI’s ability ... to incur debt secured by liens and engage in sale/leaseback transactions"
commercial paper programs financial
"act as dealers in connection with PMI’s commercial paper programs"
A commercial paper program is an ongoing arrangement that lets a company sell short-term unsecured IOUs to borrow cash for everyday needs like payroll, inventory or short-term investments. Think of it as a corporate version of a short-term loan or a business credit card: it provides quick cash without a long-term bank loan. Investors watch these programs because they reveal a company’s short-term funding health, borrowing costs and credit risk, which can affect liquidity and near-term financial stability.
Understanding 8-K Material Events →
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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): April 27, 2026

 

 

 

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
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 April 29, 2026, Philip Morris International Inc. (“PMI”) issued $750,000,000 aggregate principal amount of its 4.125% Notes due 2029 (the “2029 Notes”) and $750,000,000 aggregate principal amount of its 4.875% Notes due 2036 (the “2036 Notes” and, together with the 2029 Notes, the “Notes”). The Notes were issued pursuant to an Indenture dated as of April 25, 2008, by and between PMI and HSBC Bank USA, National Association, as trustee.

 

In connection with the issuance of the Notes, on April 27, 2026, PMI entered into a Terms Agreement (the “Terms Agreement”) with Barclays Capital Inc., Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc., Morgan Stanley & Co. LLC, Santander US Capital Markets LLC and Standard Chartered Bank, 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 as of 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 6, 2026 and a Prospectus Supplement (the “Prospectus Supplement”) dated April 27, 2026 (Registration No. 333-293263) 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 0.875% 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 0.875% 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 any of the 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 2029 Notes is payable from April 29, 2026 semiannually in arrears on April 27 and October 27 of each year, commencing October 27, 2026, to holders of record on the preceding April 12 or October 12, as the case may be. Interest on the 2036 Notes is payable from April 29, 2026 semiannually in arrears on April 29 and October 29 of each year, commencing October 29, 2026, to holders of record on the preceding April 14 or October 14, as the case may be.

 

The 2029 Notes will mature on April 27, 2029 and the 2036 Notes will mature on April 29, 2036.

 

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 and 4.2, 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.

 

(d) 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 April 27, 2026, among PMI and Barclays Capital Inc., Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc., Morgan Stanley & Co. LLC, Santander US Capital Markets LLC and Standard Chartered Bank, as representatives of the several underwriters named therein
   
4.1 Form of 4.125% Notes due 2029
   
4.2 Form of 4.875% Notes due 2036
   
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: April 29, 2026

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What debt securities did Philip Morris (PM) issue in this Form 8-K?

Philip Morris issued $750,000,000 of 4.125% Notes due 2029 and $750,000,000 of 4.875% Notes due 2036. Both series are senior unsecured obligations under its existing indenture with HSBC Bank USA, National Association, as trustee.

How will Philip Morris (PM) use the proceeds from the new notes?

Philip Morris intends to add the net proceeds to its general funds. These funds may be used for general corporate purposes, repaying outstanding commercial paper, refinancing its 0.875% Notes due 2026, or meeting working capital requirements.

When do the new Philip Morris (PM) notes pay interest and mature?

The 4.125% Notes due 2029 pay interest semiannually on April 27 and October 27 and mature on April 27, 2029. The 4.875% Notes due 2036 pay interest on April 29 and October 29 and mature on April 29, 2036.

Can Philip Morris (PM) redeem the 2029 and 2036 notes early?

Yes. Philip Morris may redeem any of the Notes, in whole or in part, at specified redemption prices plus accrued interest. It may also redeem all Notes of a series upon certain tax events as described in the related prospectus supplement.

How do the new notes rank within Philip Morris (PM)’s capital structure?

The Notes are senior unsecured obligations of Philip Morris International Inc. They rank equally in right of payment with all of its existing and future senior unsecured indebtedness, without being secured by specific company assets.

Who underwrote the new Philip Morris (PM) notes offering?

The Notes were sold to several underwriters led by Barclays Capital Inc., Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc., Morgan Stanley & Co. LLC, Santander US Capital Markets LLC and Standard Chartered Bank under a Terms Agreement.

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