UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01 | Other Events. |
On May 19, 2025, Pfizer Netherlands International Finance B.V. (the “Issuer”), a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law and a wholly-owned subsidiary of Pfizer Inc. (the “Company”), completed a public offering of €750,000,000 aggregate principal amount of 2.875% Notes due 2029 (the “2029 Notes”), €1,000,000,000 aggregate principal amount of 3.250% Notes due 2032 (the “2032 Notes”), €750,000,000 aggregate principal amount of 3.875% Notes due 2037 (the “2037 Notes”) and €800,000,000 aggregate principal amount of 4.250% Notes due 2045 (the “2045 Notes” and, together with the 2029 Notes, the 2032 Notes and the 2037 Notes, collectively, the “Notes”). The Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company (collectively, the “Guarantee”).
The offering of the Notes was made pursuant to the shelf registration statement on Form S-3 (Registration No. 333-277323) of the Company, Pfizer Investment Enterprises Pte. Ltd. and the Issuer, originally filed with the Securities and Exchange Commission (the “Commission”) on February 23, 2024, as amended by the Post-Effective Amendment No. 1 thereto, filed with the Commission on May 13, 2025.
The Notes were issued pursuant to an indenture (the “Base Indenture”), dated as of May 19, 2025, among the Issuer, the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the first supplemental indenture (the “First Supplemental Indenture” and, the Base Indenture as supplemented by the First Supplemental Indenture, the “Indenture”), dated as of May 19, 2025, among the Issuer, the Company and the Trustee.
The Base Indenture and the First Supplemental Indenture are filed herewith as Exhibit 4.1 and Exhibit 4.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference. Each of the form of 2029 Notes, the form of 2032 Notes, the form of 2037 Notes and the form of 2045 Notes are filed herewith as Exhibit 4.3, Exhibit 4.4, Exhibit 4.5 and Exhibit 4.6 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
In connection with the offering of the Notes, the Issuer and the Company entered into an underwriting agreement (the “Underwriting Agreement”) and related pricing agreement (the “Pricing Agreement”), each dated May 14, 2025, with the several underwriters listed on Schedule I to the Pricing Agreement.
The Underwriting Agreement and the Pricing Agreement are filed herewith as Exhibit 1.1 and Exhibit 1.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
In addition, in connection with the offering of the Notes, the Company is filing a legal opinion regarding the validity of the Notes and the Guarantee, which is filed herewith as Exhibit 5.1 to this Current Report on Form 8-K. A legal opinion of NautaDutilh N.V., relating to certain matters of Dutch law with respect to the Issuer, is also filed herewith as Exhibit 5.2 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
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.
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PFIZER INC. | |||||
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By: | /s/ Margaret M. Madden | ||||
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Margaret M. Madden | ||||
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Senior Vice President and Corporate Secretary, | ||||
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Chief Governance Counsel | ||||
| Dated: May 19, 2025 | ||||||