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BCS

Current Report · Items 8.01, 9.01 · 8-K

Pfizer Inc.

PFENYSEEQUITYCurrent

Other Events

Item 8.01 Other Events. On May 19, 2025, Pfizer Netherlands International Finance B.V. (the “Issuer”), a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law and a wholly-owned subsidiary of Pfizer Inc.…

Filed May 19, 2025Accepted May 19, 2025, 4:29 PM EDTCIK 78003Accession 0001193125-25-122480
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Company context

Current securities

Recent company filings

  1. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsNov 3, 2026
  2. 10-Q filingNov 3, 2026
  3. Results of Operations and Financial ConditionNov 3, 2026
  4. N-PX filingAug 31, 2026
  5. 13F-HR filingAug 13, 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 May 19, 2025, Pfizer Netherlands International Finance B.V. (the “Issuer”), a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law and a wholly-owned subsidiary of Pfizer Inc. (the “Company”), completed a public offering of €750,000,000 aggregate principal amount of 2.875% Notes due 2029 (the “2029 Notes”), €1,000,000,000 aggregate principal amount of 3.250% Notes due 2032 (the “2032 Notes”), €750,000,000 aggregate principal amount of 3.875% Notes due 2037 (the “2037 Notes”) and €800,000,000 aggregate principal amount of 4.250% Notes due 2045 (the “2045 Notes” and, together with the 2029 Notes, the 2032 Notes and the 2037 Notes, collectively, the “Notes”). The Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company (collectively, the “Guarantee”). The offering of the Notes was made pursuant to the shelf registration statement on Form S-3 (Registration No. 333-277323) of the Company, Pfizer Investment Enterprises Pte. Ltd. and the Issuer, originally filed with the Securities and Exchange Commission (the “Commission”) on February 23, 2024, as amended by the Post-Effective Amendment No. 1 thereto, filed with the Commission on May 13, 2025. The Notes were issued pursuant to an indenture (the “Base Indenture”), dated as of May 19, 2025, among the Issuer, the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the first supplemental indenture (the “First Supplemental Indenture” and, the Base Indenture as supplemented by the First Supplemental Indenture, the “Indenture”), dated as of May 19, 2025, among the Issuer, the Company and the Trustee. The Base Indenture and the First Supplemental Indenture are filed herewith as Exhibit 4.1 and Exhibit 4.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference. Each of the form of 2029 Notes, the form of 2032 Notes, the form of 2037 Notes and the form of 2045 Notes are filed herewith as Exhibit 4.3, Exhibit 4.4, Exhibit 4.5 and Exhibit 4.6 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference. In connection with the offering of the Notes, the Issuer and the Company entered into an underwriting agreement (the “Underwriting Agreement”) and related pricing agreement (the “Pricing Agreement”), each dated May 14, 2025, with the several underwriters listed on Schedule I to the Pricing Agreement. The Underwriting Agreement and the Pricing Agreement are filed herewith as Exhibit 1.1 and Exhibit 1.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference. In addition, in connection with the offering of the Notes, the Company is filing a legal opinion regarding the validity of the Notes and the Guarantee, which is filed herewith as Exhibit 5.1 to this Current Report on Form 8-K. A legal opinion of NautaDutilh N.V., relating to certain matters of Dutch law with respect to the Issuer, is also filed herewith as Exhibit 5.2 to this Current Report on Form 8-K.
Filed exhibits (2)
EX-4.1 (by filename) d60311dex41.htm

EX-4.1 4 d60311dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 Execution Version PFIZER NETHERLANDS INTERNATIONAL FINANCE B.V., as Issuer PFIZER INC., as Parent Guarantor and THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of May 19, 2025 DEBT SECURITIES Reconciliation and tie between Trust Indenture Act of 1939 and Indenture* Trust Indenture Indenture Section Act Section § 310 (a) 11.06(a), 16.02 (b) 11.02(d), 11.06(b), 11.07(1), 16.02 (b)(1) 11.06(b), 16.02 § 311 11.02(d), 16.02 § 312 10.03, 16.02 (b) 11.12, 16.02 (c) 11.12, 16.02 § 313 (a) 10.01(a), 16.02 § 314 16.02 § 315 (e) 11.07, 16.02 § 316 16.02 § 317 16.02 § 318 16.02 This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture. TABLE OF CONTENTS * PAGE ARTICLE I DEFINITIONS Section 1.01 …

Open exhibit ↗
EX-4.2 (by filename) d60311dex42.htm

EX-4.2 5 d60311dex42.htm EX-4.2 EX-4.2 Exhibit 4.2 PFIZER NETHERLANDS INTERNATIONAL FINANCE B.V., as Issuer PFIZER INC., as Parent Guarantor and THE BANK OF NEW YORK MELLON, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 19, 2025 to INDENTURE Dated as of May 19, 2025 2.875% Notes due 2029 3.250% Notes due 2032 3.875% Notes due 2037 4.250% Notes due 2045 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.01 Definition of Terms 2 Section 1.02 Amended Defined Terms 2 Section 1.03 Additional Defined Terms 3 ARTICLE II GENERAL TERMS AND CONDITIONS OF THE 2029 NOTES 3 Section 2.01 Designation and Principal Amount …

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