8-K

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): July 28, 2023

Philip Morris International Inc.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

On July 28, 2023, Swedish Match AB (publ) (“Swedish Match”), a wholly owned subsidiary of Philip Morris International Inc. (“PMI”), held a meeting (the “Meeting”) of the holders (the “Noteholders”) of the following series of notes (each a “Series” and together the “Notes”) issued by Swedish Match:

The eligible Noteholders were asked to consent, by way of an extraordinary resolution (the “Extraordinary Resolution”), to modify certain terms and conditions in respect of the Notes.

At the Meeting, the Extraordinary Resolution was duly passed and the other effectiveness conditions of the Extraordinary Resolution have also been satisfied, thereby (i) amending certain terms of the Notes, thereby removing Swedish Match’s obligation under the Notes to prepare audited consolidated financial accounts; (ii) amending the events of default under the conditions for each Series so that such events of default are limited to Swedish Match and do not extend to certain of its subsidiaries, as well as deleting the existing cross-default provision and imposing no restrictions on Swedish Match’s ability to manage its subsidiaries, including any potential sale, disposal (including intragroup asset or share transfers) or dissolution; and (iii) procuring a guarantee from PMI of Swedish Match’s payment obligations under the Notes (the “Guarantee”).

As a result of the passage of the Extraordinary Resolution, PMI entered into the Guarantee, effective as of July 28, 2023, which guarantees unconditionally and irrevocably to the Noteholders the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of the principal, premium, if any, and interest on the Notes, according to the terms of the Notes and the conditions in respect of each Series, and any other amounts payable by Swedish Match under the Notes. Under the Guarantee, PMI agrees that, if and each time that Swedish Match shall fail to make any payment under the Notes as and when the same becomes due, PMI will on demand make such payment to the relevant Noteholder in the amount and currency then payable by Swedish Match.

The Notes provide for customary events of default typical for notes of this nature.

As previously disclosed, as of November 11, 2022, Swedish Match’s obligations under the Notes are included in PMI’s consolidated financial statements, and, as a result, the Guarantee does not affect PMI’s debt on a consolidated basis.

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.

Date: July 28, 2023