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.
