Philip Morris (PM) CEO Olczak sells 80,000 shares and withholds stock for taxes

Rhea-AI Filing Summary

Philip Morris International Group CEO Jacek Olczak reported two stock transactions. On February 19, 2026, he completed an open-market sale of 80,000 shares of common stock at a weighted average price of $182.18 per share, primarily to cover annual Swiss tax obligations.

On February 18, 2026, 6,121 shares were disposed of to satisfy tax obligations tied to the vesting of Restricted Share Units and Performance Stock Units. After these transactions, he held 632,344 shares directly, which the disclosure states includes 131,500 Restricted Share Units. The filing notes the sale price reflects multiple trades between $181.01 and $183.03 per share.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Olczak Jacek

(Last) (First) (Middle)

677 WASHINGTON BLVD

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Philip Morris International Inc. [ PM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Group CEO PMI

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/18/2026		F		6,121(1)	D	$182.67	712,344(2)	D
Common Stock	02/19/2026		S		80,000(3)	D	$182.18(4)	632,344(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Withholding of shares of Philip Morris International Inc. common stock to satisfy tax obligations in connection with the vesting of Restricted Share Units and Performance Stock Units.

2. Includes 131,500 Restricted Share Units.

3. Primarily represents the number of shares sold by the reporting person to cover annual Swiss tax obligations.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.01 to $183.03, inclusive. The reporting person undertakes to provide to Philip Morris International Inc., any security holder of Philip Morris International Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

Remarks:

	/s/ Darlene Quashie Henry, Attorney-In-Fact	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Philip Morris (PM) CEO Jacek Olczak report?

Jacek Olczak reported an open-market sale of 80,000 Philip Morris shares and a separate 6,121-share tax-withholding disposition. These involved common stock transactions on February 18 and 19, 2026, as disclosed in the Form 4 filing.

At what prices did Jacek Olczak’s Philip Morris stock transactions occur?

The 80,000-share open-market sale used a weighted average price of $182.18 per share, based on trades between $181.01 and $183.03. The 6,121-share tax-withholding disposition was reported at $182.67 per share.

How many Philip Morris shares does Jacek Olczak hold after these transactions?

After the reported transactions, Jacek Olczak directly holds 632,344 shares of Philip Morris common stock. The disclosure specifies this amount includes 131,500 Restricted Share Units, reflecting both vested and unvested equity interests.

Why did Philip Morris CEO Jacek Olczak dispose of 6,121 shares?

The 6,121-share disposition was to satisfy tax obligations arising from the vesting of Restricted Share Units and Performance Stock Units. This was reported with transaction code F, indicating a tax-withholding related share delivery rather than an open-market sale.

What was the purpose of Jacek Olczak’s 80,000-share sale of Philip Morris stock?

The Form 4 states the 80,000 shares sold of Philip Morris common stock primarily represent shares sold to cover annual Swiss tax obligations. These sales were executed in multiple transactions within a price range of $181.01 to $183.03 per share.

Does Jacek Olczak’s remaining Philip Morris stake include restricted stock units?

Yes. The reporting indicates that his 632,344 shares held after the transactions include 131,500 Restricted Share Units. This means a portion of the reported holdings consists of equity awards rather than freely tradable common shares.