Olczak Jacek 4

What Happened

• Jacek Olczak, Group CEO and director of Philip Morris International (PM), disposed of a total of 86,121 shares in two actions: 6,121 shares were withheld to satisfy tax obligations tied to vested awards, and 80,000 shares were sold in the open market. The withholding portion was valued at $1,118,123 (6,121 shares at $182.67); the open-market sale generated about $14,574,400 (80,000 shares at a weighted average price of $182.18). These were sales (routine disposition/tax-related), not purchases.

Key Details

• Transaction dates: Feb 18, 2026 (6,121 shares withheld for taxes) and Feb 19, 2026 (80,000 open-market sale).
• Prices/values: Withholding — 6,121 shares @ $182.67 = $1,118,123; Open-market sale — 80,000 shares @ weighted avg $182.18 = $14,574,400. Total ≈ $15.7M.
• Shares owned after transaction: Not specified in the provided filing details.
• Footnotes of note:
  • F1: Withholding of shares to satisfy tax obligations from vesting of Restricted Share Units (RSUs) and Performance Stock Units (PSUs).
  • F2: Reporting person’s holdings include 131,500 Restricted Share Units (RSUs).
  • F3: The open-market sale primarily represents shares sold to cover annual Swiss tax obligations.
  • F4: The $182.18 figure is a weighted average; trades occurred at prices ranging from $181.01 to $183.03. Detailed per-price breakdown available upon request.
• Filing/Timeliness: Form 4 was filed on Feb 20, 2026 (reporting period begins Feb 18); the filing date is within the normal two-business-day reporting window for officer transactions.

Context

• The 6,121-share action was a tax-withholding related to vested equity awards (common "sell-to-cover" procedure), not a separate open-market sale. The 80,000-share sale was an open-market disposition and—per the filing—was primarily to cover Swiss tax obligations. Such sales by executives are often routine and tax-driven; they do not necessarily indicate a change in the insider’s view of the company. Transaction codes: F = tax withholding from award vesting; S = open-market sale.