pm-20260518
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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. | ||||
As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission 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. The Company is filing this Amendment No. 1 to provide information regarding Mr. Andolina's compensation arrangements that were entered into after such Current Report was filed.
On June 11, 2026 the Board approved, and on June 15, 2026 Mr. Andolina entered into, an Employment Agreement with PMI Management Sàrl, an indirect wholly-owned subsidiary of the Company, effective August 1, 2026 (the “Employment Agreement”), setting forth the terms of his continued employment and compensation. Under the terms of the Employment Agreement, Mr. Andolina’s annual base salary will increase to CHF 1,050,010 (or $ 1,324,483)1. He will continue to be eligible to participate in the Company’s annual cash incentive compensation (“IC”) and long-term equity programs. His IC and equity award targets and mix will remain unchanged: his IC award target will be 125% of base salary, and he will be eligible for an equity award with a target of 275% of base salary, consisting of performance share units (60%) and restricted share units (40%). The Employment Agreement contains the entire agreement of the parties and supersedes and replaces all prior employment agreements. The foregoing description of the terms of the Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Employment 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 June 15, 2026 of CHF 1.00 = $ 1.2614
| 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: June 16, 2026