SEC Form FWP filed by Philip Morris International Inc
Filed Pursuant to Rule 433
Registration No. 333-293263
FINAL TERM SHEET
Philip Morris International Inc.
Dated April 27, 2026
| 4.125% Notes due 2029 4.875% Notes due 2036 | ||
| Issuer: | Philip Morris International Inc. | |
| Offering Format: | SEC Registered | |
| Security: | 4.125% Notes due 2029 (the “2029 Notes”) 4.875% Notes due 2036 (the “2036 Notes”) | |
| Aggregate Principal Amount: | 2029 Notes: $750,000,000 2036 Notes: $750,000,000 | |
| Maturity Date: | 2029 Notes: April 27, 2029 2036 Notes: April 29, 2036 | |
| Coupon: | 2029 Notes: 4.125% 2036 Notes: 4.875% | |
| Interest Payment Dates: | 2029 Notes: Semi-annually on each April 27 and October 27, commencing October 27, 2026 2036 Notes: Semi-annually on each April 29 and October 29, commencing October 29, 2026 | |
| Record Dates: | 2029 Notes: April 12 and October 12 2036 Notes: April 14 and October 14 | |
| Price to Public: | 2029 Notes: 99.633% of principal amount 2036 Notes: 98.393% of principal amount | |
| Underwriting Discount: | 2029 Notes: 0.200% of principal amount 2036 Notes: 0.450% of principal amount | |
| Net Proceeds: | 2029 Notes: $745,747,500 (after the underwriting discount and before expenses) 2036 Notes: $734,572,500 (after the underwriting discount and before expenses) | |
| Benchmark Treasury: | 2029 Notes: 3.875% due April 15, 2029 2036 Notes: 4.125% due February 15, 2036 | |
| Benchmark Treasury Price/Yield: | 2029 Notes: 100-04 ¼ / 3.827% 2036 Notes: 98-11+ / 4.332% | |
| Spread to Benchmark Treasury: | 2029 Notes: +43 basis points 2036 Notes: +75 basis points | |
| Yield to Maturity: | 2029 Notes: 4.257% 2036 Notes: 5.082% | |
| Optional Redemption: | 2029 Notes: | |
| Prior to March 27, 2029: Make-whole redemption at Treasury plus 10 bps On or after March 27, 2029: Redemption at par | ||
| 2036 Notes: | ||
| Prior to January 29, 2036: Make-whole redemption at Treasury plus 15 bps On or after January 29, 2036: Redemption at par | ||
| Settlement Date (T+2): | April 29, 2026* | |
| CUSIP/ISIN: | 2029 Notes: | CUSIP Number: 718172 EF2 ISIN Number: US718172EF24 |
| 2036 Notes: | CUSIP Number: 718172 EG0 ISIN Number: US718172EG07 | |
| Listing: | None | |
| Joint Book-Running Managers: | Barclays Capital Inc. Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. Morgan Stanley & Co. LLC Santander US Capital Markets LLC Standard Chartered Bank | |
| Co-Managers: | Bank of China (Europe) S.A. DBS Bank Ltd. | |
| Allocations: | 2029 Notes | 2036 Notes | ||||||
| Barclays Capital Inc. | $ | 140,850,000 | $ | 140,850,000 | ||||
| Mizuho Securities USA LLC | 140,700,000 | 140,700,000 | ||||||
| SMBC Nikko Securities America, Inc. | 140,700,000 | 140,700,000 | ||||||
| Morgan Stanley & Co. LLC | 93,750,000 | 93,750,000 | ||||||
| Santander US Capital Markets LLC | 93,750,000 | 93,750,000 | ||||||
| Standard Chartered Bank | 93,750,000 | 93,750,000 | ||||||
| Bank of China (Europe) S.A. | 23,250,000 | 23,250,000 | ||||||
| DBS Bank Ltd. | 23,250,000 | 23,250,000 | ||||||
| Total | $ | 750,000,000 | $ | 750,000,000 | ||||
* Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the delivery date will be required, by virtue of the fact that the Notes initially settle in T+2, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement.
No EEA PRIIPs KID or UK PRIIPs KID/CCI product summary – No EEA PRIIPs KID and no UK PRIIPs key information document (KID)/CCI product summary has been prepared as the notes are not available to retail investors in the EEA or the UK.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll free at 1-888-603-5847, Mizuho Securities USA LLC toll-free at 1-866-271-7403 and SMBC Nikko Securities America, Inc. toll-free at 1-888-868-6856.