Controls and Procedures.
−Removed: PMI carried out an evaluation, with the participation of PMI’s management, including PMI’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of PMI’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report.
−Removed: Based upon that evaluation, PMI’s Chief Executive Officer and Chief Financial Officer concluded that PMI’s disclosure controls and procedures are effective.
+Added: PMI carried out an evaluation, with the participation of PMI’s management, including our Group CEO PMI and Group Chief Financial Officer, of the effectiveness of PMI’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report.
+Added: Based upon that evaluation, our Group CEO PMI and Group Chief Financial Officer concluded that PMI’s disclosure controls and procedures are effective.
There have been no changes in PMI’s internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, PMI’s internal control over financial reporting.
1 unchanged sentence
Other Information.
−Removed: On February 4, 2025, Juan José Daboub informed PMI's board of directors (the “Board”) that he will not stand for re-election to the Board at our 2025 annual meeting of shareholders.
−Removed: Daboub’s decision not to stand for re-election to the Board was not a result of any disagreement with the Company.
+Added: On February 5, 2026, Dessislava Temperley informed PMI's board of directors (the “Board”) that she will not stand for re-election to the Board at our 2026 annual meeting of shareholders.
+Added: Temperley's decision not to stand for re-election to the Board was not a result of any disagreement with the Company.
During the three months ended December 31, 2025, no director or officer of PMI adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K.
5 unchanged sentences
Name Office Age
−Removed: Jacek Olczak Chief Executive Officer 60
−Removed: Massimo Andolina President, Europe Region 56
−Removed: Emmanuel Babeau Chief Financial Officer 57
−Removed: Werner Barth President, Combustibles Category & Global Combustibles Marketing 60
−Removed: Lars Dahlgren President, Smoke-Free Oral Products & Chief Executive Officer Swedish Match 54
−Removed: Frederic de Wilde President, South and Southeast Asia, Commonwealth of Independent States, Middle East and Africa Region 57
−Removed: Reginaldo Dobrowolski Vice President and Controller 50
−Removed: Vassilis Gkatzelis President, East Asia, Australia, and PMI Duty Free Region 47
−Removed: Yann Guérin Senior Vice President and General Counsel 48
−Removed: Stacey Kennedy President, Americas Region & CEO of PMI's U.S.
−Removed: Stefano Volpetti President, Smoke-Free Inhalable Products & Chief Consumer Officer 53
+Added: Jacek Olczak Group CEO PMI 61
+Added: Emmanuel Babeau Group Chief Financial Officer 58
+Added: Frederic de Wilde CEO PMI International 58
+Added: Reginaldo Dobrowolski Group Controller 51
+Added: Yann Guérin Group Chief Legal Officer 49
+Added: Stacey Kennedy CEO PMI U.S.
Jacek Olczak – Age 61
−Removed: Olczak was appointed as our Chief Executive Officer in May 2021.
+Added: Olczak was appointed as Group CEO PMI, effective January 1, 2026, having previously served as our Chief Executive Officer since May 2021.
From January 2018 until May 2021, Mr.
3 unchanged sentences
Olczak worked for BDO, an international network of public accounting, tax, consulting and business advisory firms.
−Removed: Massimo Andolina – Age 56
−Removed: Andolina was appointed as our President, Europe Region in January 2023, prior to which he served as our Senior Vice President, Operations since January 2018.
−Removed: He joined PMI in 2008 as Director, Operations Planning, and has held several various roles at PMI, including Vice President, Operations of Latin America & Canada Region from December 2010 to July 2013;
−Removed: Vice President, EU Operations, from August 2013 to June 2016;
−Removed: and Vice President, PMI Transformation from July 2016 to December 2017.
−Removed: Prior to joining PMI, Mr.
−Removed: Andolina held a variety of international positions in strategic marketing and general management for Tetra Pak International and in operations for R.J.
−Removed: Reynolds International.
Emmanuel Babeau – Age 58
−Removed: Babeau was appointed as our Chief Financial Officer in May 2020.
+Added: Babeau was appointed as Group Chief Financial Officer, effective January 1, 2026, having previously served as our Chief Financial Officer since May 2020.
Prior to joining PMI in May 2020, Mr.
6 unchanged sentences
He currently sits on the board of Davide Campari-Milano N.V.
−Removed: Werner Barth – Age 60
−Removed: Barth was appointed as our President, Combustibles Category & Global Combustibles Marketing in November 2021.
−Removed: Barth joined PMI in 1990 as Marketing Trainee at Philip Morris Germany and throughout his career he progressed through various roles at PMI in marketing, product management, brand supervision and general management.
−Removed: Prior to his current position, from 2015, Mr.
−Removed: Barth held the role of Senior Vice President, Marketing & Sales, and from 2018, he held the role of Senior Vice President, Commercial.
−Removed: Lars Dahlgren – Age 54
−Removed: Dahlgren was appointed as our President Smoke-Free Oral Products and CEO Swedish Match in January 2023.
−Removed: Prior to PMI’s acquisition of Swedish Match, he served as President and Chief Executive Officer of Swedish Match since June 2008, and as its Chief Financial Officer and Senior Vice President from July 2004 until June 2008.
−Removed: Prior to that, from April 2004 to July 2004, he was Acting Chief Financial Officer and Vice President of Finance at Swedish Match.
−Removed: Dahlgren joined Swedish Match in 1996 and has been a member of its Group Management Team since 2004.
Frederic de Wilde – Age 58
−Removed: de Wilde was appointed as our President, South and Southeast Asia, Commonwealth of Independent States, Middle East and Africa Regions in January 2023, prior to which he served as President, European Union Region from July 2015.
+Added: de Wilde was appointed as CEO PMI International, effective January 1, 2026, having previously served as President, South and Southeast Asia, Commonwealth of Independent States, Middle East and Africa Regions since January 2023.
+Added: From July 2015 until January 2023, he served as President, European Union Region.
From July 2011 until July 2015, Mr.
2 unchanged sentences
Reginaldo Dobrowolski – Age 51
−Removed: Dobrowolski was appointed as our Vice President and Controller in August 2021.
+Added: Dobrowolski was appointed as Group Controller, effective January 1, 2026, having previously served as Vice President and Controller since August 2021.
From May 2019 until August 2021, Mr.
2 unchanged sentences
Dobrowolski held various roles in our Finance department, including Director Corporate Financial Planning & Reporting from October 2014 until May 2019.
−Removed: Vassilis Gkatzelis – Age 47
−Removed: Gkatzelis was appointed as our President, East Asia, Australia, and PMI Duty Free Region in May 2024.
−Removed: Previously, he served as our President Director, PT HM Sampoerna Tbk, PMI’s affiliate listed on the Indonesia Stock Exchange, overseeing the smoke-free and combustible business since 2022.
−Removed: Gkatzelis joined PMI in 2003 as a management trainee at Philip Morris Greece during the acquisition and integration with Papastratos.
−Removed: He has held roles of increasing responsibilities in marketing, sales, and general management across markets in Asia, Europe, Middle East & Africa, and in the Global Operations Center in Switzerland, where he served as Director of Commercial Approach Strategy & Deployment.
−Removed: Since 2014, he assumed roles in general management, including General Manager, Morocco and Managing Director, Egypt & Levant, where he and his team built the smoke-free product category across all markets of the cluster.
−Removed: Before joining PMI, he worked at L’Oréal.
Yann Guérin - Age 49
−Removed: Guérin was appointed as Senior Vice President and General Counsel in July 2023, having served as Senior Vice President and Global Head of Law and Compliance for June 2023.
−Removed: Previously, he served as Vice President and Associate General Counsel, Corporate from July 2021 to May 2023; as Vice President and Associate General Counsel, South & Southern Asia from November 2019 to June 2021; and as Vice President and Associate General Counsel, Middle-East, Africa & Global Duty Free from January 2018 to October 2019.
−Removed: Prior to that, since joining PMI in 2006, Mr.
+Added: Guérin was appointed as Group Chief Legal Officer, effective January 1, 2026, having previously served as Senior Vice President and General Counsel since July 2023.
+Added: Prior to that, he served as Senior Vice President and Global Head of Law and Compliance in June 2023.
+Added: From July 2021 until May 2023, he served as Vice President and Associate General Counsel, Corporate; as Vice President and Associate General Counsel, South & Southern Asia from November 2019 until June 2021; and as Vice President and Associate General Counsel, Middle-East, Africa & Global Duty Free from January 2018 until October 2019.
+Added: Since joining PMI in 2006, Mr.
Guérin held a variety of legal roles across the company’s businesses, regions and functions.
1 unchanged sentence
Stacey Kennedy – Age 53
−Removed: Kennedy was appointed as our President, Americas Region & CEO of PMI's U.S.
−Removed: Business in January 2023.
−Removed: Previously, she served as our President, South and Southeast Asia Region from January 2018.
+Added: Kennedy was appointed as CEO PMI U.S., effective January 1, 2026, having previously served as President, Americas Region & CEO of PMI's U.S.
+Added: Business since January 2023.
+Added: Prior to that, she served as our President, South and Southeast Asia Region from January 2018 until January 2023.
From 2015 until 2018, Ms.
2 unchanged sentences
Throughout her career, she held a number of positions of increasing responsibility in commercial and general management.
−Removed: Stefano Volpetti – Age 53
−Removed: Volpetti was appointed as our President Smoke-Free Inhalable Products & Chief Consumer Officer in January 2023, having served as President Smoke-Free Products Category & Chief Consumer Officer from November 2021.
−Removed: Volpetti joined PMI in June 2019 as Chief Consumer Officer.
−Removed: From February 2016 until May 2019, Mr.
−Removed: Volpetti served as the Vice President & Brand Franchise Leader of a multi-functional, global business unit at Procter & Gamble, a multinational consumer goods company.
−Removed: Volpetti spent 22 years at Procter & Gamble, progressing through various roles with increasing responsibility locally in Italy and Mexico, and on a regional level for the European market.
−Removed: Volpetti also served as Chief Marketing Officer at Luxottica Group S.p.A, an Italian eyewear conglomerate, in 2015.
Insider Trading Policies and Procedures
36 unchanged sentences
Refer to Related Person Transactions and Code of Conduct and Election of Directors—Independence of Nominees sections of the proxy statement.
−Removed: Principal Accounting Fees and Services .
+Added: Principal Accountant Fees and Services .
Refer to Audit and Risk Committee Matters section of the proxy statement.
58 unchanged sentences
10.27 — Amendment and Extension Agreement, dated as of September 20, 2023 among PMI, the lenders named therein, Citibank Europe PLC, UK Branch, as facility agent, and Citibank, N.A., as swingline agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed September 20, 2023).
+Added: 10.28 — Amendment and Extension Agreement, dated December 11, 2025, among Philip Morris International Inc., the lenders named therein and Citibank Europe PLC, UK Branch, as facility agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed December 11, 2025).
10.29 — Amendment to the Term Loan Credit Agreement, dated as of November 10, 2023 (incorporated by reference to Exhibit 10.28 to the Annual Report on Form 10-K for the year ended December 31, 2023).
3 unchanged sentences
LLC, Wells Fargo Securities, LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC and UBS Securities LLC, as representatives of the several underwriters named therein (incorporated by reference to Exhibit 1.2 to the Current Report on Form 8-K filed November 1, 2024).
+Added: 10.33 — Terms Agreement, dated October 27, 2025, among PMI and BBVA Securities Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, Goldman Sachs & Co.
+Added: LLC, HSBC Securities (USA) Inc.
+Added: and UBS Securities LLC, as representatives of the several underwriters named therein (incorporated by reference to Exhibit 1.2 to the Current Report on Form 8-K filed October 29, 2025).
+Added: 10.34 — Credit Agreement, effective as of January 29, 2025, among PMI, the lenders named therein and Citibank Europe PLC, UK Branch, as facility agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed December 17, 2024).
+Added: 10.35 — Credit Agreement, dated December 11, 2025, among Philip Morris International Inc., the lenders named therein, Citibank Europe plc, UK Branch, as facility agent, and Citibank, N.A., as swingline agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 11, 2025).
10.36 — Philip Morris International Inc.
1 unchanged sentence
10.37 — Pension Fund of Philip Morris in Switzerland (IC), effective January 1, 2022 (incorporated by reference to Exhibit 10.28 to the Annual Report on Form 10-K for the year ended December 31, 2022).
−Removed: 10.34 — Amended and Restated Pension Fund of Philip Morris in S witzerland (IC), effective January 1, 2024 .
+Added: 10.38 — Amended and Restated Pension Fund of Philip Morris in Switzerland (IC), effective January 1, 2024.
+Added: 10.39 — Summary of Amended and Restated Pension Fund of Philip Morris in Switzerland (IC), effective January 1, 2024 (incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025).
10.40 — Summary of Supplemental Pension Plan of Philip Morris in Switzerland, effective December 15, 2022 (incorporated by reference to Exhibit 10.29 to the Annual Report on Form 10-K for the year ended December 31, 2022).
29 unchanged sentences
10.59 — Supplemental letter to the Employment Agreement with Jacek Olczak, effective April 1, 2023 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023) .*
+Added: 10.60 — Acknowledgement Letter of Transition to PMI Management S à rl with Jacek Olczak, effective January 1, 2026.
10.61 — Supplemental Letter to the Employment Agreement (as amended) with Miroslaw Zielinski (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).
3 unchanged sentences
10.64 — Supplemental Letter to the Employment Agreement with Emmanuel Babeau, effective February 1, 2024 (incorporated by reference to Exhibit 10.10 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).
+Added: 10.65 — Acknowledgement Letter of Transition to PMI Management S à rl with Emmanuel Babeau , effective January 1, 2026.
10.66 — Restricted Stock Unit Agreement (2022 Grant) (Emmanuel Babeau) (incorporated by reference to Exhibit 10.11 to the Quarterly Report on Form 10-Q for the Quarter ended March 31, 2022)*
4 unchanged sentences
10.71 — Supplemental letter to the Employment Agreement with Stefano Volpetti, effective April 1, 2023 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023) .*
+Added: 10.72 — Supplemental Letter to the Employment Agreement with Stefano Volpetti, dated February 27, 2025 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended Mar ch 31, 2025).
+Added: 10.73 — Acknowledgement Letter of Transition to PMI Global Services Unit Sàrl with Stefano Volpetti, effective January 1, 2026.
10.74 — Supplemental Letter to the Employment Agreement with André Calantzopoulos, effective May 5, 2021 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2021).
6 unchanged sentences
10.80 — Supplemental Letter to the Employment Agreement with Stacey Kennedy, effective March 21, 2024 (incorporated by reference to Exhibit 10.13 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).
+Added: 10.81 — Supplemental Letter to the Employment Agreement with Stacey Kennedy, dated June 27, 2025 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025).
+Added: 10.82 — Supplemental letter to the Employment Agreement with S tacey Kennedy , effective January 1, 2026 .* x
10.83 — Form of Supplemental Equalization Plan Employee Grantor Trust Enrollment Agreement (Secular Trust) (incorporated by reference to Exhibit 10.31 to the Annual Report on Form 10-K for the year ended December 31, 2008).
15 unchanged sentences
10.93 — Supplemental letter to the Employment Agreement with Frederic de Wilde, effective March 1, 2023 (incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.) *
+Added: 10.94 — Employment Agreement with Frederic de Wilde, effective January 1, 2026 (incorporated by reference to Exhibit 10.1 to the Current Report filed on November 4, 2025).*
10.95 — Philip Morris International Inc.'s Executive Officer Severance Policy for Voluntary Termination (Resignation, Voluntary Early Retirement, Voluntary Normal Retirement), effective December 6, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed December 8, 2023) .*
1 unchanged sentence
2022 Performance Incentive Plan, effective May 4, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report filed on May 6, 2022).*
−Removed: 10.85 — Form of Restricted Stock Unit Agreement (2022 Grants) (incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2022) .*
−Removed: 10.86 — Form of Performance Share Unit Agreement (2022 Grants) (incorporated by reference to Exhibit 10.10 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2022) .*
10.97 — Form of Restricted Stock Unit Agreement (2023 Grants) (incorporated by reference to Exhibit 10.85 to the Annual Report on Form 10-K for the year ended December 31, 2022).
11 unchanged sentences
19 — Philip Morris International Inc.
−Removed: Insider Trading Policy.
+Added: Insider Trading Policy (incorporated by reference to Exhibit 19 to the Annual Report on Form 10-K for the year ended December 31, 2024).
21 — Subsidiaries of Philip Morris International Inc.
24 unchanged sentences
(Jacek Olczak
−Removed: Chief Executive Officer)
+Added: Group CEO PMI)
February 6, 2026
3 unchanged sentences
Signature Title Date
−Removed: /s/ JACEK OLCZAK Chief Executive Officer and Director February 6, 2025
+Added: /s/ JACEK OLCZAK Group CEO PMI and Director February 6, 2026
(Jacek Olczak)
−Removed: /s/ EMMANUEL BABEAU Chief Financial Officer February 6, 2025
+Added: /s/ EMMANUEL BABEAU Group Chief Financial Officer February 6, 2026
(Emmanuel Babeau)
−Removed: /s/ REGINALDO DOBROWOLSKI Vice President and Controller February 6, 2025
+Added: /s/ REGINALDO DOBROWOLSKI Group Controller February 6, 2026
(Reginaldo Dobrowolski)
−Removed: /s/ ANDRÉ CALANTZOPOULOS Non-Executive Chairman February 6, 2025
+Added: /s/ ANDRÉ CALANTZOPOULOS Chairman February 6, 2026
(André Calantzopoulos)
3 unchanged sentences
(Michel Combes)
−Removed: JUAN JOSÉ DABOUB Director February 6, 2025
−Removed: (Juan José Daboub)
/s/ WERNER GEISSLER
17 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.