[8-K] Philip Morris International Inc. Reports Material Event

Rhea-AI Filing Summary

Philip Morris International Inc. (PM) has announced that it will redeem all of its outstanding 4.875% Notes due February 13, 2026 on December 4, 2025. As of November 17, 2025, these Notes had an aggregate principal amount of $1,700,000,000 outstanding. On the redemption date, PMI will pay holders a price equal to the greater of 100% of the principal amount or the sum of the present values of the remaining scheduled principal and interest payments as if the Notes matured on February 13, 2026, discounted at the applicable treasury rate plus 15 basis points, in each case plus accrued and unpaid interest to, but excluding, the redemption date. A formal notice of redemption has been delivered to registered holders by the trustee, HSBC Bank USA, National Association.

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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): November 17, 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 November 17, 2025, Philip Morris International Inc. (“PMI”) announced that it will redeem all of its outstanding 4.875% Notes due February 13, 2026 (the “Notes”) on December 4, 2025 (the “Redemption Date”). The Notes have been assigned CUSIP No. 718172 CY3 and ISIN No. US718172CY31. As of November 17, 2025, $1,700,000,000 aggregate principal amount of the Notes were outstanding. On the Redemption Date, PMI will pay to the registered holders of the Notes a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of each remaining scheduled payment of principal and interest that would be due if such Notes matured on February 13, 2026 (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the applicable treasury rate (as defined in the global notes representing the Notes, the forms of which PMI filed as Exhibit 4.1 to its Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 17, 2023 and Exhibit 4.1 to its Form 8-K filed with the SEC on May 1, 2023) plus 15 basis points plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the Redemption Date.

The information contained in this Current Report on Form 8-K does not constitute a notice of redemption of the Notes. Holders of the Notes should refer to the notice of redemption delivered to the registered holders of the Notes by HSBC Bank USA, National Association, the trustee with respect to the Notes.

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: November 17, 2025

FAQ

What did Philip Morris International (PM) announce in this Form 8-K?

Philip Morris International announced that it will redeem all of its outstanding 4.875% Notes due February 13, 2026 on December 4, 2025.

How much of Philip Morris International's 4.875% Notes due 2026 are outstanding?

As of November 17, 2025, the outstanding aggregate principal amount of the 4.875% Notes due February 13, 2026 was $1,700,000,000.

What redemption price will Philip Morris International pay for the 4.875% Notes due 2026?

On the redemption date, PMI will pay the greater of 100% of the principal amount of the Notes being redeemed or the sum of the present values of the remaining scheduled principal and interest payments as if the Notes matured on February 13, 2026, discounted at the applicable treasury rate plus 15 basis points, plus accrued and unpaid interest to, but excluding, the redemption date.

When is the redemption date for Philip Morris International's 4.875% Notes due 2026?

The redemption date for the 4.875% Notes due February 13, 2026 is December 4, 2025.

What are the CUSIP and ISIN identifiers for Philip Morris International's 4.875% Notes due 2026?

The 4.875% Notes due February 13, 2026 have been assigned CUSIP No. 718172 CY3 and ISIN No. US718172CY31.

Does this Form 8-K itself serve as the official notice of redemption for the Notes?

No. The Form 8-K states that the information it contains does not constitute a notice of redemption. Holders should refer to the notice of redemption delivered by HSBC Bank USA, National Association, the trustee for the Notes.

Which trustee is handling the redemption of Philip Morris International's 4.875% Notes due 2026?

The trustee handling the redemption of the 4.875% Notes due February 13, 2026 is HSBC Bank USA, National Association, which delivered the notice of redemption to registered holders.