pm-20260706
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): July 6, 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. | ||||
As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 20, 2026, the Board of Directors (the “Board”) of Philip Morris International Inc. (the “Company”) approved the appointment of Massimo Andolina, the Company’s current President, Europe Region, to the position of Group Chief Financial Officer, replacing Emmanuel Babeau, effective August 1, 2026. Mr. Babeau will remain employed by the Company as Strategic Advisor to Jacek Olczak, Group CEO PMI, through March 31, 2027 (the “Separation Date”).
In connection with Mr. Babeau’s separation from the Company, on July 2, 2026 the Board approved, and on July 6, 2026 Mr. Babeau entered into, a Separation Agreement and Release with PMI Management Sàrl, an indirect wholly-owned subsidiary of the Company (the “Separation Agreement”). Under the Separation Agreement, Mr. Babeau will continue to receive his current base salary of CHF 1,260,012 (or $1,563,423)1 while serving as Strategic Advisor to Group CEO PMI through the Separation Date, and he will be eligible to receive his 2026 annual cash incentive compensation award, which has a target value equal to 125% of his base salary, subject to continued employment through the Separation Date. Under the Separation Agreement, Mr. Babeau will also be eligible to receive the restricted share unit (“RSU”) portion, but not the performance share unit portion, of his 2027 equity award, subject to Board approval at the time of grant and continued employment through the Separation Date. If approved, the RSUs would represent 40% of the total 2027 equity award Mr. Babeau would otherwise be eligible to receive.
In addition, as provided in the Separation Agreement, Mr. Babeau will be entitled to receive the post-employment payments and benefits associated with a termination without cause under his Employment Agreement, effective May 1, 2020. A copy of Mr. Babeau’s Employment Agreement was previously filed by the Company with the SEC on March 2, 2020. The payments and benefits include a lump sum severance payment equal to Mr. Babeau’s current base salary of CHF 1,260,012 (or $1,563,423)1 and payment of CHF 393,754 (or $488,570)1 in lieu of his 2027 annual cash incentive compensation award pro-rated through the Separation Date. In addition, Mr. Babeau’s then outstanding equity awards will fully vest. As contemplated by the Employment Agreement, in consideration of the above listed payments and benefits, the Separation Agreement includes a twenty-four month non-competition provision. The Separation Agreement also includes customary confidentiality and non-disparagement provisions and a general release of claims and is subject to Mr. Babeau’s continued employment through the Separation Date and compliance with the other obligations set forth in the Separation Agreement.
The foregoing description of the terms of the Separation Agreement is not complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
___________________
1 Based upon the conversion rate on July 6, 2026 of CHF 1.00 = $ 1.2408
| Item 9.01. | Financial Statements and Exhibits. | ||||
| (d) | Exhibits. | ||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). | ||||
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: July 9, 2026