8-K
Philip Morris International Inc. (PM)
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 itscharter)
| Virginia | 1-33708 | 13-3435103 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 677Washington Blvd, Suite 1100<br><br> <br>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 changedsince 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 | TradingSymbol(s) | Name of each exchangeon 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