PMI (NYSE: PM) legal chief reports new PSU and RSU share awards

Rhea-AI Filing Summary

Philip Morris International Group Chief Legal Officer Yann Guerin reported stock awards on Form 4. On February 5, 2026, he acquired 3,230 shares of common stock at $0, earned from Performance Stock Units tied to a three-year performance goal, with the PSUs vesting on February 18, 2026. On February 6, 2026, he received 5,050 Restricted Share Units under the 2022 Performance Incentive Plan at a reference price of $172.93, scheduled to vest on February 21, 2029. Following these transactions, he directly beneficially owned 38,588 shares, which include 18,590 Restricted Share Units.

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^*

Guerin Yann

(Last) (First) (Middle)

677 WASHINGTON BLVD.

SUITE 1100

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Group Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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	02/05/2026		A		3,230(1)	A	$0	33,538	D
Common Stock	02/06/2026		A		5,050(2)	A	$172.93(3)	38,588(4)	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. Reflects shares of common stock earned as a result of the certification by the Issuer's Board of Directors to the achievement of the year three performance goal under the terms of Performance Stock Units ("PSUs") awarded on February 9, 2023. The PSUs vest on February 18, 2026.

2. Restricted Share Units awarded under the Philip Morris International Inc. 2022 Performance Incentive Plan. These Restricted Share Units will vest on February 21, 2029.

3. Represents the average closing price of the common stock of Philip Morris International Inc. for 20 trading days prior to February 6, 2026.

4. Includes 18,590 Restricted Share Units.

Remarks:

	/s/ Darlene Quashie Henry, Attorney-In-Fact	02/09/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did PM Group Chief Legal Officer Yann Guerin report on this Form 4 for PM?

Yann Guerin reported two stock awards. He acquired 3,230 shares from earned Performance Stock Units on February 5, 2026, and 5,050 Restricted Share Units on February 6, 2026, under Philip Morris International’s 2022 Performance Incentive Plan.

At what prices were the Philip Morris International (PM) shares and units recorded in this Form 4?

The 3,230 shares from Performance Stock Units were reported at $0 per share. The 5,050 Restricted Share Units were recorded using $172.93, the average closing price over 20 trading days before February 6, 2026, as the reference value.

How many Philip Morris International (PM) shares does Yann Guerin own after these transactions?

After the reported transactions, Yann Guerin directly beneficially owned 38,588 shares of Philip Morris International common stock. This total explicitly includes 18,590 Restricted Share Units as part of his overall reported beneficial ownership.

What are the vesting timelines for the PSUs and RSUs reported by PM’s Yann Guerin?

The Performance Stock Units that generated 3,230 shares are scheduled to vest on February 18, 2026. The 5,050 Restricted Share Units awarded under the 2022 Performance Incentive Plan will vest on February 21, 2029, according to the disclosed terms.

What performance condition was linked to the 3,230 Philip Morris International shares earned by Yann Guerin?

The 3,230 shares reflect PSUs earned after the board certified achievement of a year-three performance goal tied to PSUs granted on February 9, 2023. This confirms performance criteria were met before the shares were credited.

Does the Form 4 indicate whether Yann Guerin’s ownership is direct or indirect in PM shares?

Yes. The filing shows that Yann Guerin’s reported holdings after the transactions, including the 38,588 shares total, are held with direct beneficial ownership, with no separate indirect ownership nature disclosed in the form.