Form 8-K

8-K — Philip Morris International Inc.

Accession: 0001104659-26-051491

Filed: 2026-04-29

Period: 2026-04-27

CIK: 0001413329

SIC: 2111 (CIGARETTES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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EX-4.1 — EXHIBIT 4.1 (tm2612413d4_ex4-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2612413d4_ex4-2.htm)

EX-5.1 — EXHIBIT 5.1 (tm2612413d4_ex5-1.htm)

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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):

April 27, 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, Suite 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

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 8.01. Other Events.

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.

For a complete description of the terms and conditions

of the Underwriting Agreement, the Terms Agreement and the Notes, please refer to such agreements and the form of Notes, each of which

is incorporated herein by reference and is an exhibit to this Current Report on Form 8-K as Exhibits 1.1, 1.2, 4.1 and 4.2, respectively.

Certain of the Underwriters and their respective

affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial and investment banking

services for PMI, for which they received or will receive customary fees and expenses. Certain of the Underwriters and their respective

affiliates are lenders under PMI’s credit facilities. PMI and some of its subsidiaries may enter into foreign exchange and other

derivative arrangements with certain of the Underwriters or their respective affiliates. In addition, certain of the Underwriters or their

respective affiliates act as dealers in connection with PMI’s commercial paper programs.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

1.1

Underwriting Agreement, dated as of April 25,

2008 (incorporated by reference to Exhibit 1.1 of PMI’s Registration Statement on Form S-3 (No. 333-150449))

1.2

Terms Agreement, dated April 27, 2026,

among PMI and 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

4.1

Form of 4.125% Notes due 2029

4.2

Form of 4.875% Notes due 2036

5.1

Opinion of Hunton Andrews Kurth LLP

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 and Corporate Secretary

DATE: April 29, 2026

EX-1.2 — EXHIBIT 1.2

EX-1.2

Filename: tm2612413d4_ex1-2.htm · Sequence: 2

Exhibit 1.2

PHILIP MORRIS INTERNATIONAL INC.

(the “Company”)

Debt Securities

TERMS AGREEMENT

April 27,

2026

Philip Morris

International Inc.

677 Washington Boulevard, Suite 1100

Stamford, Connecticut 06901

United States

Attention: Devin Carey

Vice President Treasury and Corporate

Finance

Dear Ladies and Gentlemen:

On behalf of the several Underwriters

named in Schedule A hereto and for their respective accounts, we offer to purchase, on and subject to the terms and conditions of the

Underwriting Agreement relating to Debt Securities and Warrants to Purchase Debt Securities dated as of April 25, 2008 in connection

with Philip Morris International Inc.’s registration statement on Form S-3 (No. 333-293263) and which is incorporated

herein by reference (the “Underwriting Agreement”), the following securities on the following terms:

Debt Securities

Title:

4.125%

Notes due 2029 (the “2029 Notes”) and 4.875% Notes due 2036 (the “2036 Notes”, together with the

2029 Notes, the “Notes”).

Principal Amount:

In the

case of the 2029 Notes, $750,000,000.

In the

case of the 2036 Notes, $750,000,000.

Interest Rate:

In the

case of the 2029 Notes, 4.125% per annum, from April 29, 2026, payable semi-annually in arrears on April 27 and October 27,

commencing October 27, 2026, to holders of record on the preceding April 12 or October 12, as the case may be.

In the

case of the 2036 Notes, 4.875% per annum, from April 29, 2026, payable semi-annually in arrears on April 29 and October 29,

commencing October 29, 2026, to holders of record on the preceding April 14 or October 14, as the case may be.

Maturity:

In the

case of the 2029 Notes, April 27, 2029.

In the

case of the 2036 Notes, April 29, 2036.

Currency of Denomination:

United States Dollars ($).

Currency of Payment:

United States Dollars ($).

Form and Denomination:

Book-entry form only represented by

one or more global securities deposited with The Depository Trust Company, or DTC, Clearstream Banking, société anonyme,

or Clearstream, or Euroclear Bank SA/NV, or Euroclear, or their respective designated custodian, as the case may be, in denominations

of $2,000 and integral multiples of $1,000 in excess thereof.

Conversion Provisions:

None.

Optional Redemption:

Prior

to the date that is one month prior to maturity, the Company may redeem the 2029 Notes, in whole or in part, at the Company’s

election at a make-whole price, as described under the caption “Description of Notes—Optional Redemption” in the Prospectus

Supplement.

On or

after the date that is one month prior to maturity, the Company may redeem the 2029 Notes, in whole or in part, at the Company’s

election, at par, as described under the caption “Description of Notes—Optional Redemption” in the Prospectus Supplement.

Prior

to the date that is three months prior to maturity, the Company may redeem the 2036 Notes, in whole or in part, at the Company’s

election at a make-whole price, as described under the caption “Description of Notes—Optional Redemption” in the Prospectus

Supplement.

On or

after the date that is three months prior to maturity, the Company may redeem the 2036 Notes, in whole or in part, at the Company’s

election, at par, as described under the caption “Description of Notes—Optional Redemption” in the Prospectus Supplement.

Optional Tax Redemption:

The Company may redeem all, but not

part, of the Notes of each series upon the occurrence of specified tax events described under the caption “Description of Notes—Redemption

for Tax Reasons” in the Prospectus Supplement.

Option to Elect Repayment:

None.

Sinking Fund:

None.

Listing:

None.

Delayed Delivery Contracts:

None.

Payment of Additional Amounts:

In addition, the Company shall pay additional

amounts to holders as and to the extent set forth under the caption “Description of Notes—Payment of Additional Amounts”

in the Prospectus Supplement.

Purchase Price:

In the

case of the 2029 Notes, 99.433% of the principal amount of the 2029 Notes.

In the

case of the 2036 Notes, 97.943% of the principal amount of the 2036 Notes.

Expected Reoffering Price:

In the

case of the 2029 Notes, 99.633% of the principal amount of the 2029 Notes.

In the

case of the 2036 Notes, 98.393% of the principal amount of the 2036 Notes.

Names and Addresses of the Representatives

of the Several Underwriters:

Barclays Capital Inc.

745 7th Avenue

New York, New York 10019

Attention: Syndicate Registration

Mizuho Securities USA LLC

1271 Avenue of the Americas

New York, New York 10020

Attention: Debt Capital Markets

SMBC Nikko Securities America, Inc.

277 Park Avenue

New York, New York 10172

Attention: Debt Capital Markets

Morgan Stanley & Co. LLC

1575 Broadway, 4th Floor

New York, New York 10036

United States of America

Santander US Capital Markets LLC

437 Madison Avenue

New York, NY 10022

United States of America

Standard Chartered Bank

1 Basinghall Avenue

London EC2V 5DD

United Kingdom

The respective principal amounts

of the Debt Securities to be severally purchased by each of the Underwriters are set forth opposite their names in Schedule A hereto.

Except as set forth below,

the provisions of the Underwriting Agreement are incorporated herein by reference and the following provisions are hereby added thereto

and made a part thereof:

1.             For

purposes of the Underwriting Agreement, the “Applicable Time” is 4:25 p.m. New York City time on the date

of this Terms Agreement.

2.             Subsection

(aa) of Section 2 of the Underwriting Agreement is hereby amended as follows:

“(aa)       Neither

the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the

Company or any of its subsidiaries is currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S.

Treasury Department (“OFAC”), the European Union or the United Kingdom (collectively, “Sanctions”);

neither the Company nor any of its subsidiaries is located or organized in a country or region which is itself subject to Sanctions (at

the time of this Agreement, the Crimea, so-called Luhansk People’s Republic, and Donetsk People’s Republic regions of Ukraine,

and the portions of the regions of Kherson and Zaporizhzhia that are not controlled by the government of Ukraine, Cuba, Iran and

North Korea) (a “Sanctioned Territory”); and the Company will not use the proceeds of the offering or otherwise make

available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of

financing the activities

of or business in any Sanctioned Territory, or the activities of any person or entity that is, at such time, subject to any Sanctions

or in any manner that would result in a violation of Sanctions. The Company has instituted and maintains policies and procedures designed

to ensure continued compliance with Sanctions.”

3.             For

purposes of Section 6 of the Underwriting Agreement, the only information furnished to the Company by the Underwriters for use in

the Prospectus Supplement consists of the following information: the concession and reallowance figures appearing in the third paragraph

under the caption “Underwriting” in the Prospectus Supplement and the information contained in the fifth, sixth, seventh,

ninth, eleventh and twelfth paragraphs under the caption “Underwriting” in the Prospectus Supplement. In addition, subsection (a) of

Section 6 of the Underwriting Agreement is hereby amended by replacing “Pricing Prospectus” with “Pricing Prospectus

or the Prospectus.”

4.             The

following selling restrictions apply to the offer and sale of the Notes:

(a)            Each

Underwriter hereby severally represents and agrees that it has not offered, sold or delivered and it will not offer, sell or deliver,

directly or indirectly, any of the Notes or distribute the Prospectus, or any other offering material relating to the Notes, in or from

any jurisdiction except under circumstances that will result in compliance with the applicable laws and regulations thereof and that will

not impose any obligations on the Company except as agreed to with the Company in advance of such offer, sale or delivery.

(b)            Each

Underwriter hereby severally represents and agrees that it has not offered, sold or otherwise made available, and will not offer, sell

or otherwise make available, any Notes to any retail investor in the European Economic Area. For the purposes of this provision, the expression

“retail investor” means a person who is one (or more) of the following:

(i)            a

retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”);

(ii)           a

customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that

customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or

(iii)          not

a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”).

Underwriter hereby severally represents and agrees that it has not offered, sold, distributed or otherwise made available, and will not

offer, sell, distribute or otherwise make available, any Notes to any retail investor in the United Kingdom. For the purposes of this

provision, a retail investor means a person who is either one (or both) of the following:

(i)            not

a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic

law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or

(ii)            not

a qualified investor, as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024, as amended.

(d)           Each

Underwriter hereby severally represents and agrees that (1) it has only communicated or caused to be communicated and will only communicate

or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the

Financial Services and Markets Act 2000 (as amended, “FSMA”)) received by it in connection with the issue or sale of

the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (2) it has complied and

will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise

involving the United Kingdom.

(e)           Each

Underwriter hereby severally represents and agrees that (1) it has not offered or sold and will not offer or sell in Hong Kong, by

means of any document, any Notes other than (A) to “professional investors” as defined in the Securities and Futures

Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made thereunder; or (B) in other circumstances

which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions)

Ordinance (Cap. 32) of Hong Kong (the “C(WUMP)O”) or which do not constitute an offer to the public within the meaning

of the C(WUMP)O, and (2) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its

possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes,

which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do

so under the securities laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons

outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made thereunder.

(f)            Each

Underwriter hereby severally represents and agrees that (1) the Prospectus has not been registered as a prospectus with the Monetary

Authority of Singapore and (2) it will not offer or sell the Notes or make the Notes the subject of an invitation for subscription

or purchase nor may it circulate or distribute the Prospectus or any other document or material in connection with the offer or sale or

invitation for subscription or purchase of any Notes, whether directly or indirectly, to any person in Singapore other than (A) to

an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from

time to time (the “SFA”)) pursuant to Section 274 of the SFA or (B) to an accredited investor (as defined

in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.

(g)           Each

Underwriter hereby severally represents and agrees that the Notes have not been and will not be registered under the Financial Instruments

and Exchange Act of Japan (Law No. 25 of 1948, as amended (the “FIEA”)), and it has not and will not offer or

sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means

any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering

or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan except pursuant to an exemption from the

registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines

of Japan.

(h)           Each

Underwriter hereby severally represents and agrees that it has offered or sold and will offer or sell the Notes in Canada only to purchasers

purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus

Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument

31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations; any resale of the Notes will be made in

accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws; and

pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to

comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with the offering of the

Notes.

(i)            Each

Underwriter hereby severally represents and agrees that the Notes will not be publicly offered, directly or indirectly, in Switzerland

within the meaning of the Swiss Financial Services Act (“FinSA”) and no application has or will be made to admit the

Notes to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither the prospectus supplement, the

accompanying prospectus nor any other offering or marketing material relating to the Notes constitutes a prospectus pursuant to the FinSA,

and neither the prospectus supplement, the accompanying prospectus nor any other offering or marketing material relating to the Notes

may be publicly distributed or otherwise made publicly available in Switzerland.

5.             Section 13

of the Underwriting Agreement is hereby amended as follows:

“13. Counterparts.

The Terms Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts

shall together constitute one and the same Agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic

signature covered by the Electronic Signatures in Global and National Commerce Act of 2000, Uniform Electronic Transactions Act, the Electronic

Signatures and Records Act or other applicable law (e.g., www.docusign.com)) or other transmission method and any counterpart so delivered

shall be deemed to have been duly and validly delivered and be legally valid, effective and enforceable for all purposes.”

6.             Section 14

of the Underwriting Agreement is hereby added as follows:

“14. Recognition

of the U.S. Special Resolution Regimes

(a)           In

the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from such Underwriter of the Underwriting Agreement, and any interest and obligation in or under the Underwriting Agreement, will be effective

to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Underwriting Agreement, and any

such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b)           In

the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights under the Underwriting Agreement that may be exercised against such Underwriter are permitted

to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Underwriting

Agreement were governed by the laws of the United States or a state of the United States.

For purposes of this Section 14:

“BHC Act

Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12

U.S.C. § 1841(k).

“Covered Entity” means

any of the following:

(i)            a

“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii)           a

“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)          a

“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default

Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,

47.2 or 382.1, as applicable.

“U.S. Special

Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title

II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.”

(a)           Notwithstanding

and to the exclusion of any other term of this agreement, the Underwriting Agreement or any other agreements, arrangements, or understanding

between the Underwriters and the Company, each party acknowledges and accepts that a BRRD Liability arising under this agreement may be

subject to the

exercise of Bail-in Powers

by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by:

(i)            the

effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of the Underwriters to

the Company under this agreement and the Underwriting Agreement, that (without limitation) may include and result in any of the following,

or some combination thereof: (w) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (x) the

conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the Underwriters or another

person (and the issue to or conferral on the Company of such shares, securities or obligations); (y) the cancellation of the BRRD

Liability; and (z) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments

are due, including by suspending payment for a temporary period; and

(ii)            the

variation of the terms of this agreement and the Underwriting Agreement, as deemed necessary by the Relevant Resolution Authority, to

give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.

(b)           As

used in this Section 7,

“Bail-in Legislation”

means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the

relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time;

“Bail-in Powers” means

any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule in relation to the relevant Bail-in Legislation;

“BRRD” means Directive

2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms;

“BRRD Liability” means

a liability in respect of which the relevant Write-down and Conversion Powers in the applicable Bail-in Legislation may be exercised;

“EU Bail-in Legislation Schedule”

means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time

to time at http://www.lma.eu.com/pages.aspx?p=499; and

“Relevant Resolution Authority”

means the resolution authority with the ability to exercise any Bail-in Powers in relation to the Underwriters.

the avoidance of doubt, to the extent an Underwriter’s obligation to purchase Securities hereunder constitutes a BRRD Liability

and such Underwriter does not, on the Closing Date, purchase the full amount of the Notes that it has agreed to purchase hereunder due

to the exercise by the Relevant Resolution Authority of its powers under the relevant Bail-in Legislation with respect to such BRRD Liability,

such Underwriter shall be deemed, for all purposes of Section 7 of the Underwriting Agreement, to have defaulted on its obligation

to purchase such Notes that it has agreed to purchase hereunder but has not purchased, and Section 7 of the Underwriting Agreement

shall remain in full force and effect with respect to the obligations of the other Underwriters.

(a)           Notwithstanding

and to the exclusion of any other term of this agreement, the Underwriting Agreement or any other agreements, arrangements, or understanding

between the Underwriters and the Company, each party acknowledges and accepts that a UK Bail-in Liability arising under this agreement

may be subject to the exercise of UK Bail-in Powers by the Relevant UK Resolution Authority, and acknowledges, accepts, and agrees to

be bound by:

(i)            the

effect of the exercise of UK Bail-in Powers by the Relevant UK Resolution Authority in relation to any UK Bail-in Liability of the Underwriters

to the Company under this agreement and the Underwriting Agreement, that (without limitation) may include and result in any of the following,

or some combination thereof: (w) the reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon;

(x) the conversion of all, or a portion, of the UK Bail-in Liability into shares, other securities or other obligations of the Underwriters

or another person, and the issue to or conferral on the Company of such shares, securities or obligations; (y) the cancellation of

the UK Bail-in Liability; and (z) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates

on which any payments are due, including by suspending payment for a temporary period; and

(ii)           the

variation of the terms of this agreement and the Underwriting Agreement, as deemed necessary by the Relevant UK Resolution Authority,

to give effect to the exercise of UK Bail-in Powers by the Relevant UK Resolution Authority.

(b)           As

used in this Section 8,

“Relevant

UK Resolution Authority” means the resolution authority with the ability to exercise any UK Bail-in Powers in relation to the

Underwriters.

“UK Bail-in

Legislation” means Part I of the UK Banking Act 2009 and any other law or regulation applicable in the UK relating to the

resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation,

administration or other insolvency proceedings);

“UK Bail-in

Liability” means a liability in respect of which the UK Bail-in Powers may be exercised;

“UK Bail-in

Powers” means the powers under the UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a

bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such

a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities

or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had

been exercised under it or to suspend any obligation in respect of that liability.

the avoidance of doubt, to the extent an Underwriter’s obligation to purchase Securities hereunder constitutes a UK Bail-in Liability

and such Underwriter does not, on the Closing Date, purchase the full amount of the Notes that it has agreed to purchase hereunder due

to the exercise by the Relevant UK Resolution Authority of its powers under the relevant UK Bail-in Legislation with respect to such UK

Bail-in Liability, such Underwriter shall be deemed, for all purposes of Section 7 of the Underwriting Agreement, to have defaulted

on its obligation to purchase such Notes that it has agreed to purchase hereunder but has not purchased, and Section 7 of the Underwriting

Agreement shall remain in full force and effect with respect to the obligations of the other Underwriters.

9.             Section 6(a) of

the Underwriting Agreement is hereby amended as follows:

“The Company

will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such

Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect

thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration

Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus, or any amendment or supplement thereto, any Issuer

Free Writing Prospectus, any other information identified on Schedule B(d) of the Terms Agreement or any “issuer information”

filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged

omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and

will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating

or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the

Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon

an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in

conformity with written information furnished to the Company by any Underwriter through the Representatives, if any, specifically for

use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described

as such in or pursuant to the Terms Agreement (the “Underwriter Information”).”

10.

(a)           Recognition

of Financial Services and Markets (Resolution of Financial Institutions) Regulations 2024: Notwithstanding anything to the contrary in,

and to the exclusion of any other term or condition of, this Agreement or any other agreement, arrangement, or understanding, each party

to this Agreement agrees, in accordance with regulation 33 of the FSM Regulations, to be bound by:

(i)            section

92 of the FSM Act; and

(ii)           any

suspension of the exercise of any termination right in this Agreement made by the MAS under section 93 of the FSM Act,

in relation to the qualifying

pertinent financial institution or its subsidiary relating to this Agreement to the extent required by and in accordance with the FSM

Regulations.

This Section shall be

interpreted in accordance with the FSM Regulations and the FSM Act.

(b)           As

used in this Section 10,

“FSM Act”

shall mean the Financial Services and Markets Act 2022 of Singapore.

“FSM Regulations”

shall mean the Financial Services and Markets (Resolution of Financial Institutions) Regulations 2024 of Singapore.

“MAS” shall

mean the Monetary Authority of Singapore.

“qualifying pertinent

financial institution” means a bank that is incorporated in Singapore and to which a direction is issued under section 52(1) of

the FSM Act.

“termination right”

shall have the meaning set out in section 91 of the FSM Act.

The

closing will take place at 9:00 a.m., New York City time, on April 29, 2026 (the “Closing Date”),

at the offices of Hunton Andrews Kurth LLP, 200 Park Avenue, New York, New York 10166.

The Notes will be made available

for checking at the offices of Hunton Andrews Kurth LLP, 200 Park Avenue, New York, New York 10166 (unless another location shall be agreed

to by the Company and the Underwriters) at least 24 hours prior to the Closing Date.

Please signify your acceptance

by signing the enclosed response to us in the space provided and returning it to us.

Very truly yours,

Barclays

Capital Inc.

By: /s/

Meghan Maher

Name:

Meghan

Maher

Title:

Managing Director

Mizuho Securities

USA llc

By: /s/ Moshe Tomkiewicz

Name:

Moshe Tomkiewicz

Title:

Managing Director

SMBC

Nikko Securities America, Inc.

By: /s/ Andrew Giaimo

Name:

Andrew Giaimo

Title:

Managing Director

Morgan

Stanley & Co. LLC

By: /s/ Howard Brocklehurst

Name:

Howard Brocklehurst

Title:

Managing Director

Santander

US Capital Markets LLC

By: /s/ Richard Zobkiw

Name:

Richard Zobkiw

Title:

Executive Director

Standard

Chartered Bank

By: /s/ Patrick Dupont-Liot

Name:

Patrick Dupont-Liot

Title:

Managing Director, Debt Capital Markets

Accepted:

PHILIP MORRIS INTERNATIONAL INC.

By: /s/ Devin Carey

Name:

Devin Carey

Title:

Vice President Treasury and Corporate Finance

SCHEDULE A

DEBT SECURITIES

Underwriters

2029 Notes

2036 Notes

Barclays Capital Inc.

$ 140,850,000

Mizuho Securities USA LLC

140,700,000

SMBC Nikko Securities America, Inc.

140,700,000

Morgan Stanley & Co. LLC

93,750,000

Santander US Capital Markets LLC

93,750,000

Standard Chartered Bank

93,750,000

Bank of China (Europe) S.A.

23,250,000

DBS Bank Ltd.

23,250,000

Total

$ 750,000,000

SCHEDULE B

(a) Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package: None

(b) Issuer Free Writing Prospectuses included in the Pricing Disclosure Package: Final Term Sheet, attached as Schedule C hereto

Documents Incorporated by Reference: None

SCHEDULE C

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

Mizuho Securities USA LLC

140,700,000

SMBC Nikko Securities America, Inc.

140,700,000

Morgan Stanley & Co. LLC

93,750,000

Santander US Capital Markets LLC

93,750,000

Standard Chartered Bank

93,750,000

Bank of China (Europe) S.A.

23,250,000

DBS Bank Ltd.

23,250,000

Total

$ 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.

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2612413d4_ex4-1.htm · Sequence: 3

Exhibit 4.1

REGISTERED

No.

PHILIP MORRIS INTERNATIONAL INC.

4.125% NOTES DUE 2029

PRINCIPAL AMOUNT

CUSIP NO. 718172 EF2

ISIN NO. US718172EF24

THIS NOTE IS A GLOBAL SECURITY

WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS

AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A

WHOLE BY THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH

NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE

OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN

THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT

IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER,

PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &

CO., HAS AN INTEREST HEREIN.

PHILIP MORRIS INTERNATIONAL

INC., a Virginia corporation (hereinafter called the “Company”, which term includes any successor corporation under the Indenture

hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum

of ($ ) on April 27, 2029, and to pay interest thereon from April 29, 2026 or from the most recent Interest Payment Date to

which interest has been paid or duly provided for, semiannually in arrears on April 27 and October 27 of each year, commencing

October 27, 2026, at the rate of 4.125% per annum until the principal hereof is paid or made available for payment.

The interest so payable,

and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose

name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest,

which shall be April 12 or October 12 (whether or not a Business Day), as the case may be, next preceding such Interest Payment

Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular

Record Date and may be paid to the Person in whose name this Note (or one or more Predecessor

Securities) is registered at the close

of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee for the Notes, notice whereof

shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful

manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may

be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal

of (and premium, if any) and interest on this Note will be made at the office or agency of the Company maintained for that purpose in

the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment shall

be legal tender for the payment of public and private debts; provided, however, that at the option of the Company payment

of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear on the Securities

Register or by wire transfer at such place and to such account at a banking institution in the United States as may be designated in

writing to the Trustee at least 15 days prior to the date for payment by the person entitled thereto. All payments of principal, premium,

if any, and interest in respect of this Note will be made by the Company in immediately available funds.

Additional provisions of

this Note are contained on the reverse hereof, and such provisions shall have the same effect as though fully set forth in this place.

Unless the certificate of

authentication hereon has been executed by or on behalf of the Trustee for the Notes by manual or electronic signature, this Note shall

not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, PHILIP MORRIS INTERNATIONAL

INC. has caused this instrument to be duly executed.

Dated: April 29, 2026

PHILIP MORRIS INTERNATIONAL INC.

By:

Name:

Devin Carey

Title:

Vice President Treasury and Corporate Finance

Attest:

By:

Name:

Darlene Quashie Henry

Title:

Vice President, Associate General Counsel and

Corporate Secretary

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated

therein described in the within-mentioned Indenture.

HSBC BANK USA, NATIONAL ASSOCIATION,

as Trustee

By:

Authorized Officer

(Reverse of Note)

PHILIP MORRIS INTERNATIONAL INC.

This Note is one of a duly

authorized issue of debentures, notes or other evidences of indebtedness (hereinafter called the “Securities”) of the Company

of the series hereinafter specified, which series is issued in an initial aggregate principal amount of $750,000,000, all such Securities

issued and to be issued under an Indenture dated as of April 25, 2008 between the Company and HSBC Bank USA, National Association,

as Trustee (herein called the “Indenture”), to which Indenture and all other indentures supplemental thereto reference is

hereby made for a statement of the rights and limitations of rights thereunder of the Holders of the Securities and of the rights, obligations,

duties and immunities of the Trustee for each series of Securities and of the Company, and the terms upon which the Securities are and

are to be authenticated and delivered. As provided in the Indenture, the Securities may be issued in one or more series, which different

series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates,

may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any,

may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Note

is one of a series of the Securities designated therein as 4.125% Notes due 2029 (the “Notes”).

Section 1010 of the

Indenture shall be applicable to the Notes, except that (i) the term “Holder,” when used in Section 1010 of the

Indenture, shall mean the beneficial owner of a Note or any person holding on behalf or for the account of the beneficial owner of a

Note; (ii) the following language shall replace subsection (k) to Section 1010 of the Indenture: “any tax, assessment

or other governmental charge imposed pursuant to the provisions of Sections 1471 through 1474 of the Code” and (iii) the following

language shall be included as subsection (l) to Section 1010 of the Indenture: “any combination of items (a), (b), (c),

(d), (e), (f), (g), (h), (i), (j) and (k).”

Prior to March 27,

2029 (the date that is one month prior to the scheduled maturity date for the Notes) (the “Par Call Date”), the Company may,

at its option, redeem the Notes, in whole at any time or in part from time to time (equal to $2,000 or an integral multiple of $1,000

in excess thereof). The redemption price will be equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed

and (ii) the sum of the present values of each remaining scheduled payment of principal and interest that would be due if such Notes

matured on the Par Call Date (exclusive of interest accrued to the date of redemption) discounted to the redemption date, on a semiannual

basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the applicable Treasury Rate (as defined below)

plus 10 basis points plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.

On or after the Par Call

Date, the Company may, at its option, redeem the Notes, in whole at any time or in part from time to time (equal to $2,000 or an integral

multiple of $1,000 in excess thereof) at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued

and unpaid interest, if any, thereon to, but excluding, the redemption date.

“Comparable Treasury

Issue” means the U.S. Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated

maturity comparable to the remaining term of the Notes to be redeemed (assuming for this purpose that the Notes matured on the Par Call

Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of

corporate debt securities of a comparable maturity to the remaining term of such Notes.

“Comparable Treasury

Price” means, with respect to any redemption date (1) the average of the Reference Treasury Dealer Quotations for such redemption

date, after excluding the highest and lowest such Reference Treasury Dealer Quotation or (2) if the Independent Investment Banker

obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Independent Investment

Banker” means one of the Reference Treasury Dealers appointed by the Company.

“Reference Treasury

Dealer” means each of Barclays Capital Inc., Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc. or their affiliates,

which are primary United States government securities dealers and one other leading primary U.S. government securities dealer in New

York City reasonably designated by the Company; provided, however, that if any of the foregoing shall cease to be a primary U.S. government

securities dealer in New York City (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury

Dealer.

“Reference Treasury

Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by

the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage

of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 2:00 pm New York

time on the third Business Day preceding such redemption date.

“Treasury Rate”

means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated maturity

(on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (such price expressed as

a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

The Company will, or will

cause the Trustee or Paying Agent on its behalf to, mail or electronically deliver notice of a redemption to Holders of the Notes to

be redeemed (or otherwise transmit in accordance with applicable procedures of the Depositary) at least 15 and not more than 45 days

prior to the date fixed for redemption. Unless the Company defaults in the payment of the redemption price, on and after the redemption

date, interest will cease to accrue on the Notes or any portion thereof called for redemption. On or before the applicable redemption

date, the Company will deposit with the Trustee, funds sufficient to pay the redemption price of, and (unless the redemption date shall

be an Interest Payment Date) accrued and unpaid interest on, such Notes to be redeemed on that redemption date. If fewer than all of

the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, pro rata or by such method as the

Trustee

shall deem fair and appropriate in each case in accordance with the applicable procedures of the Depositary. The Trustee shall not be

responsible for calculating the “make-whole” premium.

The Company may redeem the

Notes prior to maturity in whole, but not in part, on not more than 60 days’ notice and not less than 30 days’ notice at

a redemption price equal to the principal amount of such Notes plus any accrued interest and additional amounts to the date fixed for

redemption if:

· as

a result of a change in or amendment to the tax laws, regulations or rulings of the United

States or any political subdivision or taxing authority of or in the United States or any

change in official position regarding the application or interpretation of such laws, regulations

or rulings (including a holding by a court of competent jurisdiction in the United States)

that is announced or becomes effective on or after April 29, 2026, the Company has or

will become obligated to pay additional amounts with respect to the Notes as described in

Section 1010 of the Indenture, as amended herein, or

· on

or after April 29, 2026, any action is taken by a taxing authority of, or any decision

is rendered by a court of competent jurisdiction in, the United States or any political subdivision

or taxing authority of or in the United States, including any of those actions specified

in the bullet point above, whether or not such action is taken or decision is rendered with

respect to the Company, or any change, amendment, application or interpretation is officially

proposed, which, in any such case, in the written opinion of independent legal counsel of

recognized standing, will result in a material probability that the Company will become obligated

to pay additional amounts with respect to the Notes,

and the Company in its business judgment determines

that such obligations cannot be avoided by the use of reasonable measures available to the Company.

If the Company exercises

its option to redeem the Notes for tax reasons, the Company will deliver to the Trustee a certificate signed by an authorized officer

stating that it is entitled to redeem the Notes and the written opinion of independent legal counsel if required.

The Indenture contains provisions

for defeasance at any time of the entire principal of all the Securities of any series upon compliance by the Company with certain conditions

set forth therein.

If an Event of Default (other

than an Event of Default described in Section 501(4) or 501(5) of the Indenture) with respect to the Notes shall occur

and be continuing, then either the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities of all series

then Outstanding (or, if such default is not applicable to all series of the Securities, the Holders of at least 25% in principal amount

of the then Outstanding Securities of all series to which it is applicable) (in each case voting as a single class) may declare the entire

principal amount of the Securities of all series so affected due and payable in the manner and with effect provided in the Indenture.

If an Event of Default specified in Section 501(4) or 501(5) occurs with respect to the Company, all of the unpaid principal

amount and accrued interest then Outstanding shall ipso facto

become and be immediately due and payable in the manner with the

effect provided in the Indenture without any declaration or other act by the Trustee or any Holder.

The Indenture permits, with

certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the

rights of the Holders of the Securities under the Indenture at any time by the Company with the consent of the Holders of not less than

a majority in aggregate principal amount of the Outstanding Securities of all series of Securities affected thereby (voting as a single

class). The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities

of all series affected thereby at the time Outstanding (voting as a single class) to waive compliance by the Company with certain provisions

of the Indenture and certain past defaults under the Indenture and their consequences to the affected series. Any such consent or waiver

by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note

issued upon the transfer hereof or in exchange or in lieu hereof whether or not notation of such consent or waiver is made upon this

Note.

No reference herein to the

Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and

unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin

or currency, herein and in the Indenture prescribed.

As provided in the Indenture

and subject to certain limitations therein set forth, this Note is transferable on the Security Register of the Company, upon surrender

of this Note for registration of transfer at the office or agency of the Company to be maintained for that purpose in the Borough of

Manhattan, The City of New York, or at any other office or agency of the Company maintained for that purpose, duly endorsed by, or accompanied

by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by the Holder hereof

or his or her attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same

aggregate principal amount, will be issued to the designated transferee or transferees.

The Notes are issuable only

in registered form in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and

subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of a like tenor

and of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be

made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other

governmental charge payable in connection therewith.

The Company, the Trustee

for the Notes and any agent of the Company or such Trustee may treat the Person in whose name this Note is registered as the owner hereof

for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither

the Company, such Trustee nor any such agent shall be affected by notice to the contrary.

Certain of the Company’s

obligations under the Indenture with respect to Notes may be terminated if the Company irrevocably deposits with the Trustee money or

Government Obligations sufficient to pay and discharge the entire indebtedness on all Notes, as provided in the Indenture.

This Note shall for all

purposes be governed by, and construed in accordance with, the laws of the State of New York.

Certain terms used in this

Note which are defined in the Indenture have the meanings set forth therein.

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers

unto

PLEASE INSERT SOCIAL SECURITY NUMBER OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Name and address of Assignee, including zip code, must be printed

or typewritten)

the within Note, and all rights thereunder, hereby irrevocably, constituting

and appointing

Attorney to transfer the said Note on the books of Philip Morris International

Inc. with full power of substitution in the premises.

Dated:

NOTICE: The signature to this assignment

must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or

any change whatsoever.

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2612413d4_ex4-2.htm · Sequence: 4

Exhibit 4.2

REGISTERED

No.

PHILIP MORRIS INTERNATIONAL INC.

4.875% NOTES DUE 2036

PRINCIPAL AMOUNT

CUSIP NO. 718172 EG0

ISIN NO. US718172EG07

THIS NOTE IS A GLOBAL SECURITY

WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS

AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE

BY THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE

TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF

THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE

NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS

MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER,

PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &

CO., HAS AN INTEREST HEREIN.

PHILIP MORRIS INTERNATIONAL

INC., a Virginia corporation (hereinafter called the “Company”, which term includes any successor corporation under the Indenture

hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of

($ ) on April 29, 2036, and to pay interest thereon from April 29, 2026 or from the most recent Interest Payment Date to which

interest has been paid or duly provided for, semiannually in arrears on April 29 and October 29 of each year, commencing October 29,

2026, at the rate of 4.875% per annum until the principal hereof is paid or made available for payment.

The interest so payable, and

punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose

name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest,

which shall be April 14 or October 14 (whether or not a Business Day), as the case may be, next preceding such Interest Payment

Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular

Record Date and may be paid to the Person in whose name this Note (or one or more Predecessor

Securities) is registered at the close of

business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee for the Notes, notice whereof

shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful

manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may

be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of

(and premium, if any) and interest on this Note will be made at the office or agency of the Company maintained for that purpose in the

Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment shall be

legal tender for the payment of public and private debts; provided, however, that at the option of the Company payment of

interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear on the Securities Register

or by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to

the Trustee at least 15 days prior to the date for payment by the person entitled thereto. All payments of principal, premium, if any,

and interest in respect of this Note will be made by the Company in immediately available funds.

Additional provisions of this

Note are contained on the reverse hereof, and such provisions shall have the same effect as though fully set forth in this place.