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Current Report · Items 8.01, 9.01 · 8-K

Philip Morris International Inc.

PMNYSEEQUITYCurrent

Other Events

Item 8.01. Other Events. On April 29, 2026, Philip Morris International Inc. (“PMI”) issued $750,000,000 aggregate principal amount of its 4.125% Notes due 2029 (the “2029 Notes”) and $750,000,000 aggregate principal amount of its 4.875% Notes due 2036 (the “2036 Notes” and, together with the 2029 Notes, the “Notes”).…

Filed Apr 29, 2026Accepted Apr 29, 2026, 4:07 PM EDTCIK 1413329Accession 0001104659-26-051491
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Company context

Current securities

Recent company filings

  1. Regulation FD DisclosureSep 18, 2026
  2. Regulation FD DisclosureSep 8, 2026
  3. Regulation FD DisclosureSep 8, 2026
  4. Regulation FD DisclosureAug 24, 2026
  5. 10-Q filingJul 24, 2026

Disclosure sections

Items 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events. On April 29, 2026, Philip Morris International Inc. (“PMI”) issued $750,000,000 aggregate principal amount of its 4.125% Notes due 2029 (the “2029 Notes”) and $750,000,000 aggregate principal amount of its 4.875% Notes due 2036 (the “2036 Notes” and, together with the 2029 Notes, the “Notes”). The Notes were issued pursuant to an Indenture dated as of April 25, 2008, by and between PMI and HSBC Bank USA, National Association, as trustee. In connection with the issuance of the Notes, on April 27, 2026, PMI entered into a Terms Agreement (the “Terms Agreement”) with Barclays Capital Inc., Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc., Morgan Stanley & Co. LLC, Santander US Capital Markets LLC and Standard Chartered Bank, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which PMI agreed to issue and sell the Notes to the Underwriters. The provisions of an Underwriting Agreement, dated as of April 25, 2008 (the “Underwriting Agreement”), are incorporated by reference in the Terms Agreement. PMI has filed with the Securities and Exchange Commission a Prospectus dated February 6, 2026 and a Prospectus Supplement (the “Prospectus Supplement”) dated April 27, 2026 (Registration No. 333-293263) in connection with the public offering of the Notes. PMI intends to add the net proceeds of the offering to its general funds, which may be used for general corporate purposes, to repay all or a portion of outstanding commercial paper, refinance its outstanding U.S. dollar denominated 0.875% Notes due 2026 or to meet its working capital requirements. Nothing contained in this Current Report on Form 8-K constitutes a notice of redemption of the U.S. dollar denominated 0.875% Notes due 2026. The Notes are subject to certain customary covenants, including limitations on PMI’s ability, with significant exceptions, to incur debt secured by liens and engage in sale/leaseback transactions. PMI may redeem any of the Notes, in whole or in part, at the applicable redemption prices described in the Prospectus Supplement, plus accrued and unpaid interest thereon to, but excluding, the applicable redemption date. PMI may also redeem all, but not part, of the Notes of each series upon the occurrence of specified tax events as described in the Prospectus Supplement. Interest on the 2029 Notes is payable from April 29, 2026 semiannually in arrears on April 27 and October 27 of each year, commencing October 27, 2026, to holders of record on the preceding April 12 or October 12, as the case may be. Interest on the 2036 Notes is payable from April 29, 2026 semiannually in arrears on April 29 and October 29 of each year, commencing October 29, 2026, to holders of record on the preceding April 14 or October 14, as the case may be. The 2029 Notes will mature on April 27, 2029 and the 2036 Notes will mature on April 29, 2036. The Notes will be PMI’s senior unsecured obligations and will rank equally in right of payment with all of its existing and future senior unsecured indebtedness. For a complete description of the terms and conditions of the Underwriting Agreement, the Terms Agreement and the Notes, please refer to such agreements and the form of Notes, each of which is incorporated herein by reference and is an exhibit to this Current Report on Form 8-K as Exhibits 1.1, 1.2, 4.1 and 4.2, respectively. Certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial and investment banking services for PMI, for which they received or will receive customary fees and expenses. Certain of the Underwriters and their respective affiliates are lenders under PMI’s credit facilities. PMI and some of its subsidiaries may enter into foreign exchange and other derivative arrangements with certain of the Underwriters or their respective affiliates. In addition, certain of the Underwriters or their respective affiliates act as dealers in connection with PMI’s commercial paper programs.
Filed exhibits (2)
EX-4.1 (by filename) tm2612413d4_ex4-1.htm

EX-4.1 3 tm2612413d4_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 REGISTERED No. PHILIP MORRIS INTERNATIONAL INC. 4.125% NOTES DUE 2029 PRINCIPAL AMOUNT $ CUSIP NO. 718172 EF2 ISIN NO. US718172EF24 THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR T…

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EX-4.2 (by filename) tm2612413d4_ex4-2.htm

EX-4.2 4 tm2612413d4_ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 REGISTERED No. PHILIP MORRIS INTERNATIONAL INC. 4.875% NOTES DUE 2036 PRINCIPAL AMOUNT $ CUSIP NO. 718172 EG0 ISIN NO. US718172EG07 THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR T…

Open exhibit ↗