pm-20260518
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): May 18, 2026
Philip Morris International Inc.
(Exact name of registrant as specified in its charter)
Virginia | 1-33708 | 13-3435103 | ||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| 677 Washington Blvd, Ste. 1100 | 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 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:
| ☐ | 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 | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, no par value | PM | 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
On May 18, 2026, the Board of Directors of Philip Morris International Inc. (the “Company”) approved the appointment of Massimo Andolina, the Company’s current President, Europe Region, as Group Chief Financial Officer, replacing Emmanuel Babeau, effective August 1, 2026. Mr. Babeau will remain with the Company as Strategic Advisor to Jacek Olczak, Group CEO PMI through March 31, 2027 and to assist Mr. Andolina with his transition.
Mr. Andolina, 57, has been President, Europe Region since January 2023, prior to which he served as Senior Vice President, Operations from January 2018. He joined the Company in 2008 as Director, Operations Planning, and has held various roles at the Company, including Vice President, Operations of Latin America & Canada Region from December 2010 to July 2013; Vice President, EU Operations, from August 2013 to June 2016; and Vice President, PMI Transformation from July 2016 to December 2017. Prior to joining the Company, Mr. Andolina held a variety of strategic and business development roles in companies with international operations, including Tetra Pak International.
There is no arrangement or understanding between Mr. Andolina and any other person pursuant to which Mr. Andolina was appointed. There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Andolina and any of the Company’s executive officers or directors or persons nominated or chosen to become a director or executive officer. There are no transactions in which Mr. Andolina has an interest requiring disclosure under Item 404(a) of Regulation S-K. Mr. Andolina’s compensation as Group Chief Financial Officer has not yet been determined.
Mr. Babeau’s separation will constitute a unilateral termination under his Employment Agreement, effective May 1, 2020, entitling him to receive the post-employment payments and benefits associated with a termination without cause, as described in the Company’s 2026 Proxy Statement.
The foregoing is qualified by the full text of the press release, which is filed as Exhibit 99.1 to Item 7.01 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. | ||||
On May 20, 2026, the Company issued a press release announcing Group Chief Financial Officer succession, which press release is attached as Exhibit 99.1 to this Item 7.01 of this Current Report on Form 8-K and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. | ||||
| (d) | Exhibits. | ||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document and contained in Exhibit 101). | ||||
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 & Corporate Secretary | |||||||
Date: May 20, 2026