What are the terms of the 33,460 restricted share units granted to PM CEO Olczak?

The 33,460 restricted share units were granted under the 2022 Performance Incentive Plan. They use $172.93 as the reference price, based on a 20-day average closing price, and are scheduled to vest on February 21, 2029, subject to the plan’s conditions.

How was the $172.93 reference price for PM restricted share units determined?

The $172.93 figure represents an average market-based reference price. It is the average closing price of Philip Morris International common stock for the 20 trading days prior to February 6, 2026, and is used in connection with the 33,460 restricted share units granted.

Philip Morris International (PM) CEO Jacek Olczak reports stock and RSU awards

Q: What was the nature of the 137,579 PM shares acquired by Jacek Olczak?

The 137,579 shares reflect earned performance stock units. They were credited after the board certified achievement of the year three performance goal from PSUs granted on February 9, 2023. These performance stock units are scheduled to vest on February 18, 2026, per the award terms.

Q: Do the reported PM equity awards for Jacek Olczak involve cash transactions?

The Form 4 shows one non-cash and one equity-based grant. The 137,579 shares from performance stock units were acquired at $0, while the 33,460 restricted share units reference a $172.93 average price, reflecting valuation rather than a direct cash purchase.

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Form Type

Rhea-AI Filing Summary

Philip Morris International Group CEO Jacek Olczak reported two equity awards. On February 5, 2026, he acquired 137,579 shares of common stock at $0, earned after the board certified achievement of the third-year performance goal for performance stock units granted on February 9, 2023. These PSUs vest on February 18, 2026.

On February 6, 2026, he received 33,460 restricted share units under the 2022 Performance Incentive Plan at a reference price of $172.93, based on the 20-day average closing price before that date. These RSUs will vest on February 21, 2029. Following these transactions, he beneficially owned 718,465 common shares, including 179,780 restricted share units, all held directly.

Insider Trade Summary

Net Buyer: 171,039 shares

Net Buy 2 txns

Insider Olczak Jacek

Role Group CEO PMI

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	33,460	$172.93	$5.79M
Grant/Award	Common Stock	137,579	$0.00	$0.00

Holdings After Transaction: Common Stock — 718,465 shares (Direct)

Footnotes (4)

F1. 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.
F2. Restricted Share Units awarded under the Philip Morris International Inc. 2022 Performance Incentive Plan. These Restricted Share Units will vest on February 21, 2029.
F3. Represents the average closing price of the common stock of Philip Morris International Inc. for 20 trading days prior to February 6, 2026.
F4. Includes 179,780 Restricted Share Units.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/09/2026 - 04:16 PM

FAQ

What insider transactions did PM CEO Jacek Olczak report on this Form 4 for PM?

Jacek Olczak reported two stock acquisitions in Philip Morris International. He acquired 137,579 common shares from earned performance stock units on February 5, 2026, and 33,460 restricted share units granted on February 6, 2026, under the company’s 2022 Performance Incentive Plan.

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

After the reported transactions, Jacek Olczak beneficially owned 718,465 common shares. This total includes 179,780 restricted share units, all reported as directly held. The figure reflects the impact of both the earned performance stock units and the new restricted share unit grant.

What was the nature of the 137,579 PM shares acquired by Jacek Olczak?

The 137,579 shares reflect earned performance stock units. They were credited after the board certified achievement of the year three performance goal from PSUs granted on February 9, 2023. These performance stock units are scheduled to vest on February 18, 2026, per the award terms.

Do the reported PM equity awards for Jacek Olczak involve cash transactions?

The Form 4 shows one non-cash and one equity-based grant. The 137,579 shares from performance stock units were acquired at $0, while the 33,460 restricted share units reference a $172.93 average price, reflecting valuation rather than a direct cash purchase.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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)
02/05/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/05/2026		A		137,579⁽¹⁾	A	$0	685,005	D
Common Stock	02/06/2026		A		33,460⁽²⁾	A	$172.93⁽³⁾	718,465⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 179,780 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.

Source: View Original Filing on SEC EDGAR