MO / Altria Group, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

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): August 6, 2025 ALTRIA GROUP, INC.

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): August 6, 2025 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File Nu

ALTRIA GROUP, INC. 5.250% NOTES DUE 2035

FORM OF 5.250% NOTES DUE 2035 Exhibit 4.5 REGISTERED No. R-1 ALTRIA GROUP, INC. 5.250% NOTES DUE 2035 PRINCIPAL AMOUNT $500,000,000 CUSIP NO. 02209S BV4 ISIN NO. US02209SBV43 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

ALTRIA GROUP, INC. (the “Company”) Debt Securities TERMS AGREEMENT

TERMS AGREEMENT, DATED AUGUST 4, 2025 Exhibit 1.2 ALTRIA GROUP, INC. (the “Company”) Debt Securities TERMS AGREEMENT August 4, 2025 ALTRIA GROUP, INC. PHILIP MORRIS USA INC. 6601 West Broad Street Richmond, Virginia 23230 Attention:  Richard M. Livingston, Jr. Vice President, Investor Relations and Assistant Treasurer Dear Ladies and Gentlemen: On behalf of the several Underwriters named in Schedu

[Signature Page Follows]

GUARANTEE AGREEMENT 5.250% NOTES DUE 2035 Exhibit 4.3 GUARANTEE, dated as of August 6, 2025 (as amended from time to time, this “Guarantee”), made by Philip Morris USA Inc., a Virginia corporation (the “Guarantor”), in favor of Deutsche Bank Trust Company Americas, as trustee (“Trustee”) for the registered holders (the “Holders”) of the 5.250% Notes due 2035 (the “Debt Securities”) of Altria Group

ALTRIA GROUP, INC. 4.500% NOTES DUE 2030

FORM OF 4.500% NOTES DUE 2030 Exhibit 4.4 REGISTERED No. R-1 ALTRIA GROUP, INC. 4.500% NOTES DUE 2030 PRINCIPAL AMOUNT $500,000,000 CUSIP NO. 02209S BU6 ISIN NO. US02209SBU69 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

[Signature Page Follows]

GUARANTEE AGREEMENT 4.500% NOTES DUE 2030 Exhibit 4.2 GUARANTEE, dated as of August 6, 2025 (as amended from time to time, this “Guarantee”), made by Philip Morris USA Inc., a Virginia corporation (the “Guarantor”), in favor of Deutsche Bank Trust Company Americas, as trustee (“Trustee”) for the registered holders (the “Holders”) of the 4.500% Notes due 2030 (the “Debt Securities”) of Altria Group

Security Type

Calculation of Filing Fee Tables S-3 ALTRIA GROUP, INC. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial

Altria Group, Inc. $500,000,000 4.500% Notes due 2030 $500,000,000 5.250% Notes due 2035 Guaranteed by Philip Morris USA Inc.

424B2 Filed Pursuant to Rule 424(b)(2) Registration No. 333-275173 Prospectus Supplement to Prospectus dated October 26, 2023 Altria Group, Inc. $500,000,000 4.500% Notes due 2030 $500,000,000 5.250% Notes due 2035 Guaranteed by Philip Morris USA Inc. The notes due 2030 (the “2030 notes”) will mature on August 6, 2030, and the notes due 2035 (the “2035 notes” and, together with the 2030 notes, the

Subject to Completion, dated August 4, 2025

424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-275173 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended. This preliminary prospectus supplement and the accompanyi

FINAL TERM SHEET Dated August 4, 2025 4.500% Notes due 2030 5.250% Notes due 2035 Issuer: Altria Group, Inc. Guarantor: Philip Morris USA Inc. Aggregate Principal Amount: 2030 Notes: $500,000,000 2035 Notes: $500,000,000 Maturity Date: 2030 Notes: Au

FWP Filed Pursuant to Rule 433 Registration No. 333-275173 FINAL TERM SHEET Dated August 4, 2025 4.500% Notes due 2030 5.250% Notes due 2035 Issuer: Altria Group, Inc. Guarantor: Philip Morris USA Inc. Aggregate Principal Amount: 2030 Notes: $500,000,000 2035 Notes: $500,000,000 Maturity Date: 2030 Notes: August 6, 2030 2035 Notes: August 6, 2035 Coupon: 2030 Notes: 4.500% 2035 Notes: 5.250% Inter

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): July 30, 2025 ALTRIA GROUP, INC.

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): July 30, 2025 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File Num

Description of Altria Group, Inc.’s Registered Securities.

Exhibit 4.1 DESCRIPTION OF ALTRIA GROUP, INC.’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Altria Group, Inc. (the “Company”) had three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) common stock, $0.33 1/3 par value per share (“Common Stock”); (ii) 2.200% Notes due 2027; and (i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-08940 Altria Group,

Form of Performance Stock Unit Agreement (2025).

Exhibit 10.4 THE ALTRIA GROUP, INC. 2025 PERFORMANCE INCENTIVE PLAN PERFORMANCE STOCK UNIT AGREEMENT ALTRIA GROUP, INC. (“Company”), a Virginia corporation, hereby grants to the employee identified in the Stock Award section of the Award Statement (“Employee”) under the Altria Group, Inc. 2025 Performance Incentive Plan (“Plan”) a performance stock unit award (“Award”) with respect to the target n

Trial Schedule for Certain Cases.

Exhibit 99.2 TRIAL SCHEDULE FOR CERTAIN CASES Below is a schedule, as of July 28, 2025, setting forth by month the number of individual smoking and health cases against Philip Morris USA Inc. that are scheduled for but not in trial through September 30, 2025. 2025 Engle progeny July 0 August 0 September 1 As of July 28, 2025, there are no Engle progeny cases in trial. Other Individual Smoking & He

Guarantor Subsidiary of the Registrant.

Exhibit 22 Altria Group, Inc. Guarantor Subsidiary Philip Morris USA Inc., which is a 100% owned subsidiary of Altria Group, Inc. (the “Parent”), has fully and unconditionally guaranteed the Parent’s obligations under the following senior unsecured notes issued by the Parent: USD denominated notes ▪4.400% Notes due February 2026 ▪2.625% Notes due September 2026 ▪4.875% Notes due February 2028 ▪6.2

ALTRIA REPORTS 2025 SECOND-QUARTER AND FIRST-HALF RESULTS; NARROWS 2025 FULL-YEAR EARNINGS GUIDANCE

Exhibit 99.1 ALTRIA REPORTS 2025 SECOND-QUARTER AND FIRST-HALF RESULTS; NARROWS 2025 FULL-YEAR EARNINGS GUIDANCE RICHMOND, Va. - July 30, 2025 - Altria Group, Inc. (NYSE: MO) today reports our 2025 second-quarter and first-half business results and narrows our guidance for 2025 full-year adjusted diluted earnings per share (EPS). “In the second quarter, we continued the pursuit of our Vision while

Certain Litigation Matters.

Exhibit 99.1 CERTAIN LITIGATION MATTERS As described in Note 14. Contingencies to Altria Group, Inc.’s (“Altria”) condensed consolidated financial statements in Part I, Item 1 of the Quarterly Report on Form 10-Q to which this Exhibit 99.1 is attached (“Note 14”), there are legal proceedings covering a wide range of matters pending or threatened in various United States and foreign jurisdictions a

Form of Restricted Stock Unit Agreement (

Exhibit 10.3 THE ALTRIA GROUP, INC. 2025 PERFORMANCE INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT ALTRIA GROUP, INC. (“Company”), a Virginia corporation, hereby grants to the employee identified in the Stock Award section of the Award Statement (“Employee”) under the Altria Group, Inc. 2025 Performance Incentive Plan (“Plan”) a restricted stock unit award (“Award”) with respect to the number of

Extension Agreement, effective July 23, 2025, among Altria Group, Inc., JPMorgan Chase Bank, N.A. and Citibank, N.A., as administrative agents, and the lenders named therein.

Exhibit 10.1 CREDIT AGREEMENT EXTENSION AGREEMENT July 23, 2025 JPMorgan Chase Bank, N.A. and Citibank, N.A., as Administrative Agents for the Lenders party to the Credit Agreement referred to below Lenders: Each of the undersigned Lenders (each such Lender, an “Extending Lender”) hereby agrees, in reliance of the certifications set forth in the Extension Request delivered by the Borrower to the A

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): July 23, 2025 ALTRIA GROUP, INC.

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): July 23, 2025 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File Num

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 27, 2025, pursuant to the provisions of Rule 12d2-2 (a).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-08940 Deferred Profit-Sharing Plan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-08940 Deferred Profit-Sharing Plan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-08940 ALTRIA GRO

Important Notice to Directors and Executive Officers of Altria Group, Inc. Regarding Blackout Period and Regulation BTR (Blackout Trading Restrictions) June 3, 2025

EX-99.1 2 exhibit991.htm NOTICE PROVIDED TO DIRECTORS AND EXECUTIVE OFFICERS Exhibit 99.1 Important Notice to Directors and Executive Officers of Altria Group, Inc. Regarding Blackout Period and Regulation BTR (Blackout Trading Restrictions) June 3, 2025 The purpose of this notice is to inform you of a “blackout period” under the Deferred Profit-Sharing Plan for Salaried Employees and the Deferred

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): May 28, 2025 ALTRIA GROUP, INC. (

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): May 28, 2025 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File Numb

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD

Exhibit 1.01 ALTRIA GROUP, INC. Conflict Minerals Report For The Year Ended December 31, 2024 Overview: Altria Group, Inc. is a holding company that conducts business through its wholly owned subsidiary operating companies and services companies that support its operating companies. References to “Altria” in this report refer to Altria Group, Inc. and its subsidiary operating companies and service

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT ALTRIA GROUP, INC. (Exact name of the registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT ALTRIA GROUP, INC. (Exact name of the registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 6601 West Broad Street, Richmond, Virginia 23230 (Address o

Powers of Attorney executed by Ian L.T. Clarke, Marjorie M. Connelly, R. Matt Davis, Debra J. Kelly-Ennis, Kathryn B. McQuade, George Muñoz, Virginia E. Shanks, Richard S. Stoddart, Ellen R. Strahlman and M. Max Yzaguirre (filed herewith).

Exhibit 24 POWER OF ATTORNEY The undersigned, a Director of Altria Group, Inc., a Virginia corporation (the “Company”), does hereby constitute and appoint William F. Gifford, Jr., Salvatore Mancuso, Robert A. McCarter III and W. Hildebrandt Surgner, Jr., or any one or more of them, his true and lawful attorney, for him or her and in his or her name, place and stead, to execute, by manual or facsim

Filing Fee Table (filed herewith).

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Altria Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 13-3260245 (State or other jur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 13-3260245 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 6601 West Broad Street, Richmond, Virginia 23230 (Address of Principal Executive Offi

Filing Fee Table (filed herewith).

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Altria Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 13-3260245 (State or other jur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 13-3260245 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 6601 West Broad Street, Richmond, Virginia 23230 (Address of Principal Executive Offi

Powers of Attorney executed by Ian L.T. Clarke, Marjorie M. Connelly, R. Matt Davis, Debra J. Kelly-Ennis, Kathryn B. McQuade, George Muñoz, Virginia E. Shanks, Richard S. Stoddart, Ellen R. Strahlman and M. Max Yzaguirre (filed herewith).

Exhibit 24 POWER OF ATTORNEY The undersigned, a Director of Altria Group, Inc., a Virginia corporation (the “Company”), does hereby constitute and appoint William F. Gifford, Jr., Salvatore Mancuso, Robert A. McCarter III and W. Hildebrandt Surgner, Jr., or any one or more of them, his true and lawful attorney, for him or her and in his or her name, place and stead, to execute, by manual or facsim

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): May 13, 2025 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File Numb

Form of Restricted Stock Unit Agreement (202

Exhibit 10.1 THE ALTRIA GROUP, INC. 2020 PERFORMANCE INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT ALTRIA GROUP, INC. (“Company”), a Virginia corporation, hereby grants to the employee identified in the 2025 Stock Award section of the Award Statement (“Employee”) under the Altria Group, Inc. 2020 Performance Incentive Plan (“Plan”) a restricted stock unit award (“Award”) with respect to the numbe

Certain Litigation Matters.

Exhibit 99.1 CERTAIN LITIGATION MATTERS As described in Note 14. Contingencies to Altria Group, Inc.’s (“Altria”) condensed consolidated financial statements in Part I, Item 1 of the Quarterly Report on Form 10-Q to which this Exhibit 99.1 is attached (“Note 14”), there are legal proceedings covering a wide range of matters pending or threatened in various United States and foreign jurisdictions a

ALTRIA REPORTS 2025 FIRST-QUARTER RESULTS; REAFFIRMS FULL-YEAR GUIDANCE

Exhibit 99.1 ALTRIA REPORTS 2025 FIRST-QUARTER RESULTS; REAFFIRMS FULL-YEAR GUIDANCE RICHMOND, Va. - April 29, 2025 - Altria Group, Inc. (NYSE: MO) today reports our 2025 first-quarter business results and reaffirms our guidance for 2025 full-year adjusted diluted earnings per share (EPS). “Our highly profitable traditional tobacco businesses performed well in a challenging environment in the firs

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-08940 Altria Group

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 29, 2025 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File Nu

Trial Schedule for Certain Cases.

Exhibit 99.2 TRIAL SCHEDULE FOR CERTAIN CASES Below is a schedule, as of April 24, 2025, setting forth by month the number of individual smoking and health cases against Philip Morris USA Inc. that are scheduled for but not in trial through June 30, 2025. 2025 Engle progeny April 0 May 1 June 1 As of April 24, 2025, there are no Engle progeny cases in trial. Other Individual Smoking & Health April

Form of Performance Stock Unit Agreement (202

Exhibit 10.2 THE ALTRIA GROUP, INC. 2020 PERFORMANCE INCENTIVE PLAN PERFORMANCE STOCK UNIT AGREEMENT ALTRIA GROUP, INC. (“Company”), a Virginia corporation, hereby grants to the employee identified in the 2025 Stock Award section of the Award Statement (“Employee”) under the Altria Group, Inc. 2020 Performance Incentive Plan (“Plan”) a performance stock unit award (“Award”) with respect to the tar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a

Trial Schedule for Certain Cases.

Exhibit 99.2 TRIAL SCHEDULE FOR CERTAIN CASES Below is a schedule, as of February 24, 2025, setting forth by month the number of individual smoking and health cases against Philip Morris USA Inc. that are scheduled for but not in trial through April 30, 2025. 2025 Engle progeny February 0 March 2 April 1 As of February 24, 2025, there are no Engle progeny cases in trial. Other Individual Smoking &

Insider trading policy.

Exhibit 19 INSIDER TRADING POLICY IMPORTANT NOTE: THIS POLICY, INCLUDING ITS EXPECTATIONS AND REQUIREMENTS, DOES NOT CREATE A CONTRACT BETWEEN YOU AND THE COMPANY.

Subsidiaries of Altria Group, Inc.

Exhibit 21 ALTRIA GROUP, INC. SUBSIDIARIES Certain subsidiaries of Altria Group, Inc. as of December 31, 2024 and their respective state of incorporation or organization are listed below. The names of certain other subsidiaries have been omitted because, considered in the aggregate as a single subsidiary, they would not constitute, as of December 31, 2024, a “significant subsidiary” as that term i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-08940 ALTRIA GROUP, INC. (Exact na

Certain Litigation Matters.

Exhibit 99.1 CERTAIN LITIGATION MATTERS As described in Item 3. Legal Proceedings in the Annual Report on Form 10-K, to which this Exhibit 99.1 is attached (“Item 3”) and in Note 20. Contingencies to Altria Group, Inc.’s (“Altria”) consolidated financial statements in Item 8 of such Annual Report on Form 10-K (“Note 20”), there are legal proceedings covering a wide range of matters pending or thre

Guarantor Subsidiary of the Registrant.

Exhibit 22 Altria Group, Inc. Guarantor Subsidiary Philip Morris USA Inc., which is a 100% owned subsidiary of Altria Group, Inc. (the “Parent”), has fully and unconditionally guaranteed the Parent’s obligations under the following senior unsecured notes issued by the Parent: USD denominated notes ▪2.350% Notes due May 2025 ▪4.400% Notes due February 2026 ▪2.625% Notes due September 2026 ▪4.875% N

Powers of attorney.

Exhibit 24 POWER OF ATTORNEY The undersigned, a Director of Altria Group, Inc., a Virginia corporation (the “Company”), does hereby constitute and appoint William F. Gifford, Jr., Salvatore Mancuso, Robert A. McCarter III and W. Hildebrandt Surgner, Jr., or any one or more of them, his true and lawful attorney, for him and in his name, place and stead, to execute, by manual or facsimile signature,

Form of 5.625% Notes due 2035

Exhibit 4.5 REGISTERED No. R-1 ALTRIA GROUP, INC. 5.625% NOTES DUE 2035 PRINCIPAL AMOUNT $500,000,000 CUSIP NO. 02209S BT9 ISIN NO. US02209SBT96 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 M

Form of 4.875% Notes due 2028

Exhibit 4.4 REGISTERED No. R-1 ALTRIA GROUP, INC. 4.875% NOTES DUE 2028 PRINCIPAL AMOUNT $500,000,000 CUSIP NO. 02209S BS1 ISIN NO. US02209SBS14 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 M

Current Report

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): February 6, 2025 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File

Terms Agreement, dated February 4, 2025, among the Company, Deutsche Bank Securities Inc., Santander US Capital Markets LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein

Exhibit 1.2 ALTRIA GROUP, INC. (the “Company”) Debt Securities TERMS AGREEMENT February 4, 2025 ALTRIA GROUP, INC. PHILIP MORRIS USA INC. 6601 West Broad Street Richmond, Virginia 23230 Attention: Daniel J. Bryant Vice President and Treasurer 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 s

Guarantee Agreement 5.625% Notes due 2035

Exhibit 4.3 GUARANTEE, dated as of February 6, 2025 (as amended from time to time, this “Guarantee”), made by Philip Morris USA Inc., a Virginia corporation (the “Guarantor”), in favor of Deutsche Bank Trust Company Americas, as trustee (“Trustee”) for the registered holders (the “Holders”) of the 5.625% Notes due 2035 (the “Debt Securities”) of Altria Group, Inc., a Virginia corporation (the “Iss

Guarantee Agreement 4.875% Notes due 2028

Exhibit 4.2 GUARANTEE, dated as of February 6, 2025 (as amended from time to time, this “Guarantee”), made by Philip Morris USA Inc., a Virginia corporation (the “Guarantor”), in favor of Deutsche Bank Trust Company Americas, as trustee (“Trustee”) for the registered holders (the “Holders”) of the 4.875% Notes due 2028 (the “Debt Securities”) of Altria Group, Inc., a Virginia corporation (the “Iss

Calculation of Filing Fee Table (Form Type) Altria Group, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Table 424b(2) (Form Type) Altria Group, Inc.

Altria Group, Inc. $500,000,000 4.875% Notes due 2028 $500,000,000 5.625% Notes due 2035 Guaranteed by Philip Morris USA Inc.

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-275173 Prospectus Supplement to Prospectus dated October 26, 2023 Altria Group, Inc. $500,000,000 4.875% Notes due 2028 $500,000,000 5.625% Notes due 2035 Guaranteed by Philip Morris USA Inc. The notes due 2028 (the “2028 notes”) will mature on February 4, 2028, and the notes due 2035 (the “2035 notes” and, together with the 2

FINAL TERM SHEET Dated February 4, 2025 4.875% Notes due 2028 5.625% Notes due 2035 Issuer: Altria Group, Inc. Guarantor: Philip Morris USA Inc. Aggregate Principal Amount: 2028 Notes: $500,000,000 2035 Notes: $500,000,000 Maturity Date: 2028 Notes:

Filed Pursuant to Rule 433 Registration No. 333-275173 FINAL TERM SHEET Dated February 4, 2025 4.875% Notes due 2028 5.625% Notes due 2035 Issuer: Altria Group, Inc. Guarantor: Philip Morris USA Inc. Aggregate Principal Amount: 2028 Notes: $500,000,000 2035 Notes: $500,000,000 Maturity Date: 2028 Notes: February 4, 2028 2035 Notes: February 6, 2035 Coupon: 2028 Notes: 4.875% 2035 Notes: 5.625% Int

Subject to Completion, dated February 4, 2025

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-275173 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended. This preliminary prospectus supplement and the accompanying pro

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): January 29, 2025 ALTRIA GROUP, IN

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): January 29, 2025 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File

ALTRIA REPORTS 2024 FOURTH-QUARTER AND FULL-YEAR RESULTS; PROVIDES 2025 FULL-YEAR EARNINGS GUIDANCE; ANNOUNCES NEW $1 BILLION SHARE REPURCHASE PROGRAM

Exhibit 99.1 ALTRIA REPORTS 2024 FOURTH-QUARTER AND FULL-YEAR RESULTS; PROVIDES 2025 FULL-YEAR EARNINGS GUIDANCE; ANNOUNCES NEW $1 BILLION SHARE REPURCHASE PROGRAM RICHMOND, Va. - January 30, 2025 - Altria Group, Inc. (NYSE: MO) today reports our 2024 fourth-quarter and full-year business results and provides our guidance for 2025 full-year adjusted diluted earnings per share (EPS). “2024 was anot

ALTRIA ANNOUNCES ELECTION OF RICHARD S. STODDART TO ALTRIA’S BOARD OF DIRECTORS

Exhibit 99.2 ALTRIA ANNOUNCES ELECTION OF RICHARD S. STODDART TO ALTRIA’S BOARD OF DIRECTORS RICHMOND, Va. - (January 30, 2025) – Altria Group, Inc. (NYSE: MO) is pleased to announce that Richard S. Stoddart will join our Board of Directors (Board) on February 3, 2025. Mr. Stoddart has served as the board chair of Hasbro, Inc. (NASDAQ: HAS), a global play and entertainment company, since February

Altria Group, Inc. and Subsidiaries Consolidated Financial Statements as of December 31, 2024 and 2023, and for Each of the Three Years in the Period Ended December 31, 2024 Altria Group, Inc. and Subsidiaries Consolidated Balance Sheets (in millions

Exhibit 99.1 Altria Group, Inc. and Subsidiaries Consolidated Financial Statements as of December 31, 2024 and 2023, and for Each of the Three Years in the Period Ended December 31, 2024 Altria Group, Inc. and Subsidiaries Consolidated Balance Sheets (in millions of dollars) at December 31, 2024 2023 Assets Cash and cash equivalents $ 3,127 $ 3,686 Receivables 177 71 Inventories: Leaf tobacco 591

1

Exhibit 99.2 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Altria Group, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Altria Group, Inc. and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated

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): January 30, 2025 ALTRIA GROUP, IN

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): January 30, 2025 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File

Report of Management On Internal Control Over Financial Reporting

Exhibit 99.3 Report of Management On Internal Control Over Financial Reporting Management of Altria Group, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Altria Group, Inc.’s internal control over financial reporting is a process designed to pr

Trial Schedule for Certain Cases.

Exhibit 99.2 TRIAL SCHEDULE FOR CERTAIN CASES Below is a schedule, as of October 28, 2024, setting forth by month the number of individual smoking and health cases against Philip Morris USA Inc. that are scheduled for but not in trial through December 31, 2024. 2024 Engle progeny October 0 November 1 December 0 As of October 28, 2024, there are no Engle progeny cases in trial. Other Individual Smo

ALTRIA REPORTS 2024 THIRD-QUARTER AND NINE-MONTHS RESULTS; REAFFIRMS 2024 FULL-YEAR EARNINGS GUIDANCE

Exhibit 99.1 ALTRIA REPORTS 2024 THIRD-QUARTER AND NINE-MONTHS RESULTS; REAFFIRMS 2024 FULL-YEAR EARNINGS GUIDANCE RICHMOND, Va. - October 31, 2024 - Altria Group, Inc. (NYSE: MO) today reports our 2024 third-quarter and nine-months business results and reaffirms our guidance for 2024 full-year adjusted diluted earnings per share (EPS). “Altria delivered outstanding results in the third quarter,”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-08940 Altria G

United Kingdom Sub-Plan of the Altria Group, Inc. 2020 Performance Incentive Plan, as Amended.

Exhibit 10.1 RULES OF THE UNITED KINGDOM SUB-PLAN OF THE ALTRIA GROUP, INC. 2020 PERFORMANCE INCENTIVE PLAN, AS AMENDED (Adopted by the Company’s Compensation and Talent Development Committee on August 20, 2024) Section 1. Purpose; Definitions. This United Kingdom Sub-plan (“UK Sub-plan”) is introduced pursuant to Section 7(a) of the 2020 Performance Incentive Plan, as amended (“Plan”) of Altria G

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): October 31, 2024 ALTRIA GROUP, IN

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): October 31, 2024 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File

Certain Litigation Matters.

Exhibit 99.1 CERTAIN LITIGATION MATTERS As described in Note 14. Contingencies to Altria Group, Inc.’s (“Altria”) condensed consolidated financial statements in Part I, Item 1 of the Quarterly Report on Form 10-Q to which this Exhibit 99.1 is attached (“Note 14”), there are legal proceedings covering a wide range of matters pending or threatened in various United States and foreign jurisdictions a

BUD / Anheuser-Busch InBev SA/NV - Depositary Receipt (Common Stock) / ALTRIA GROUP, INC. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) Anheuser-Busch InBev SA/NV (Name of Issuer) Ordinary Shares, without nominal value (Title of Class of Securities) 03524A108 (for American Depositary Receipts of the Issuer) (CUSIP Number) W. Hildebrandt Surgner, Jr. Vice President, Corporate Secr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-08940 Altria Group,

Trial Schedule for Certain Cases.

Exhibit 99.2 TRIAL SCHEDULE FOR CERTAIN CASES Below is a schedule, as of July 29, 2024, setting forth by month the number of individual smoking and health cases against Philip Morris USA Inc. that are scheduled for but not in trial through September 30, 2024. 2024 Engle progeny July 0 August 0 September 1 As of July 29, 2024, there are no Engle progeny cases in trial. Other Individual Smoking & He

ALTRIA REPORTS 2024 SECOND-QUARTER AND FIRST-HALF RESULTS; NARROWS 2024 FULL-YEAR EARNINGS GUIDANCE

Exhibit 99.1 ALTRIA REPORTS 2024 SECOND-QUARTER AND FIRST-HALF RESULTS; NARROWS 2024 FULL-YEAR EARNINGS GUIDANCE RICHMOND, Va. - July 31, 2024 - Altria Group, Inc. (NYSE: MO) today reports our 2024 second-quarter and first-half business results and narrows our guidance for 2024 full-year adjusted diluted earnings per share (EPS). “Altria’s momentum continues to build as we pursue our Vision to res

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 31, 2024 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File Num

Certain Litigation Matters.

Exhibit 99.1 CERTAIN LITIGATION MATTERS As described in Note 14. Contingencies to Altria Group, Inc.’s (“Altria”) condensed consolidated financial statements in Part I, Item 1 of the Quarterly Report on Form 10-Q to which this Exhibit 99.1 is attached (“Note 14”), there are legal proceedings covering a wide range of matters pending or threatened in various United States and foreign jurisdictions a

BUD / Anheuser-Busch InBev SA/NV - Depositary Receipt (Common Stock) / ALTRIA GROUP, INC. - SC 13D/A Activist Investment

SC 13D/A 1 d832534dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) Anheuser-Busch InBev SA/NV (Name of Issuer) Ordinary Shares, without nominal value (Title of Class of Securities) 03524A108 (for American Depositary Receipts of the Issuer) (CUSIP Number) W. Hildebrandt Surgner, Jr.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-08940 Deferred Profit-Sharing Plan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-08940 Deferred Profit-Sharing Plan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-08940 ALTRIA GRO

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): May 16, 2024 ALTRIA GROUP, INC. (

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): May 16, 2024 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File Numb

CRON / Cronos Group Inc. / ALTRIA GROUP, INC. - SC 13D/A Activist Investment

SC 13D/A 1 d783044dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Cronos Group Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 22717L101 (CUSIP Number) W. Hildebrandt Surgner, Jr. Vice President, Corporate Secretary and Associate General Counsel Alt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-08940 Altria Group

Certain Litigation Matters.

Exhibit 99.1 CERTAIN LITIGATION MATTERS As described in Note 13. Contingencies to Altria Group, Inc.’s (“Altria”) condensed consolidated financial statements in Part I, Item 1 of the Quarterly Report on Form 10-Q to which this Exhibit 99.1 is attached (“Note 13”), there are legal proceedings covering a wide range of matters pending or threatened in various United States and foreign jurisdictions a

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 25, 2024 ALTRIA GROUP, INC.

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 25, 2024 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File Nu

Form of Performance Stock Unit Agreement (202

Exhibit 10.2 THE ALTRIA GROUP, INC. 2020 PERFORMANCE INCENTIVE PLAN PERFORMANCE STOCK UNIT AGREEMENT (, 2024) ALTRIA GROUP, INC. (“Company”), a Virginia corporation, hereby grants to the employee identified in the 2024 Stock Award section of the Award Statement (“Employee”) under the Altria Group, Inc. 2020 Performance Incentive Plan (“Plan”) a performance stock unit award (“Award”) with respect t

Trial Schedule for Certain Cases.

Exhibit 99.2 TRIAL SCHEDULE FOR CERTAIN CASES Below is a schedule, as of April 22, 2024, setting forth by month the number of individual smoking and health cases against Philip Morris USA Inc. that are scheduled for but not in trial through June 30, 2024. 2024 Engle progeny April 0 May 1 June 0 As of April 22, 2024, there are no Engle progeny cases in trial. Other Individual Smoking & Health April

Form of Restricted Stock Unit Agreement (202

Exhibit 10.1 THE ALTRIA GROUP, INC. 2020 PERFORMANCE INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (, 2024) ALTRIA GROUP, INC. (“Company”), a Virginia corporation, hereby grants to the employee identified in the 2024 Stock Award section of the Award Statement (“Employee”) under the Altria Group, Inc. 2020 Performance Incentive Plan (“Plan”) a restricted stock unit award (“Award”) with respect to

ALTRIA REPORTS 2024 FIRST-QUARTER RESULTS; REAFFIRMS FULL-YEAR GUIDANCE

Exhibit 99.1 ALTRIA REPORTS 2024 FIRST-QUARTER RESULTS; REAFFIRMS FULL-YEAR GUIDANCE RICHMOND, Va. - April 25, 2024 - Altria Group, Inc. (NYSE: MO) today reports our 2024 first-quarter business results and reaffirms our guidance for 2024 full-year adjusted diluted earnings per share (EPS). “We made meaningful progress in pursuit of our Vision, and our highly profitable traditional tobacco business

Altria Group Inc (MO) Vote Yes: Proposal # 5 Producer Responsibility for Plastic Cigarette Waste Annual Meeting: May 16, 2024

Main Post Office, P.O. Box 751 www.asyousow.org Berkeley, CA 94704 BUILDING A SAFE, JUST, AND SUSTAINABLE WORLD SINCE 1992 Notice of Exempt Solicitation Pursuant to Rule 14a-103 Name of the Registrant: Altria Group Inc (MO) Name of persons relying on exemption: As You Sow® Address of persons relying on exemption: Main Post Office, P.O. Box 751, Berkeley, CA 94704 Written materials are submitted pu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

NOTICE OF EXEMPT SOLICITATION

NOTICE OF EXEMPT SOLICITATION NAME OF REGISTRANT: Altria Group, Inc. NAME OF PERSON RELYING ON EXEMPTION: Trinity Health ADDRESS OF PERSON RELYING ON EXEMPTION: 20555 Victor Parkway, Livonia, MI 48152 Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. Submission is not required of this filer under the terms of the Rule but is made vo

DEF 14A

)RUWKHIRXUWK\HDULQDURZ$OWULDHDUQHGQDWLRQDOUHFRJQLWLR QDVD*UHDW3ODFHWR:RUN&HUWLILHGŒ &RPSDQ\8VLQJYDOLGDWHGHPSOR\HHIHHGEDFNFHUWLILFDWLRQFRQIL UPVRIHPSOR\HHVZKR SDUWLFLSDWHGLQWKHVXUYH\VDLG$OWULDLVDJUHDWSODFHWRZRUN FRPSDUHGWRRIHPSOR\HHVDWD W\SLFDO86EDVHGFRPSDQ\  )RUWKHWKLUG\HDULQDURZ*UHDW3ODFHWR:RUN Š DQG)RUWXQHPDJD]LQHQDP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

BUD / Anheuser-Busch InBev SA/NV - Depositary Receipt (Common Stock) / ALTRIA GROUP, INC. - SC 13D/A Activist Investment

SC 13D/A 1 d811350dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Anheuser-Busch InBev SA/NV (Name of Issuer) Ordinary Shares, without nominal value (Title of Class of Securities) 03524A108 (for American Depositary Receipts of the Issuer) (CUSIP Number) W. Hildebrandt Surgner, Jr.

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): March 13, 2024 ALTRIA GROUP, INC.

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): March 13, 2024 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File Nu

Underwriting Agreement, dated as of March 14, 2024, by and among Altria Group, Inc., Anheuser-Busch InBev SA/NV, Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and J.P. Morgan SE, as representatives of the several underwriters named therein (incorporated by reference to Exhibit 99.8 to the Schedule 13D/A filed by Altria Group, Inc. on March 14, 2024)

EX-99.8 2 d752598dex998.htm EX-99.8 Exhibit 99.8 Execution Version ANHEUSER-BUSCH INBEV SA/NV 35,000,000 Ordinary Shares (including 12,250,000 Ordinary Shares Represented by American Depositary Shares, each Representing One Ordinary Share) UNDERWRITING AGREEMENT March 14, 2024 Morgan Stanley & Co. LLC J.P. Morgan Securities LLC J.P. Morgan SE as Representatives of the several Underwriters named in

ALTRIA TO SIGNIFICANTLY ENHANCE CASH RETURNS TO SHAREHOLDERS THROUGH EXPANDED SHARE REPURCHASE PROGRAM IN CONNECTION WITH PRICING OF OFFERING OF ANHEUSER-BUSCH INBEV STOCK; RAISES 2024 FULL-YEAR EARNINGS GUIDANCE

Exhibit 99.1 ALTRIA TO SIGNIFICANTLY ENHANCE CASH RETURNS TO SHAREHOLDERS THROUGH EXPANDED SHARE REPURCHASE PROGRAM IN CONNECTION WITH PRICING OF OFFERING OF ANHEUSER-BUSCH INBEV STOCK; RAISES 2024 FULL-YEAR EARNINGS GUIDANCE RICHMOND, Va.—March 14, 2024—Altria Group, Inc. (Altria) (NYSE: MO) today announced that it has agreed to sell 35 million shares of Anheuser-Busch InBev SA/NV (ABI) (NYSE: BU

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): March 14, 2024 ALTRIA GROUP, INC.

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): March 14, 2024 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File Nu

LOCK-UP AGREEMENT

EX-99.10 3 d752598dex9910.htm EX-99.10 Exhibit 99.10 Execution Version LOCK-UP AGREEMENT March 13, 2024 Morgan Stanley & Co. LLC J.P. Morgan Securities LLC as Representatives of the several Underwriters c/o Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, NY 10179 Ladies and Gentlemen: The undersigned understands that Morgan Stan

BUD / Anheuser-Busch InBev SA/NV - Depositary Receipt (Common Stock) / ALTRIA GROUP, INC. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Anheuser-Busch InBev SA/NV (Name of Issuer) Ordinary Shares, without nominal value (Title of Class of Securities) 03524A108 (for American Depositary Receipts of the Issuer) (CUSIP Number) W. Hildebrandt Surgner, Jr. Vice President, Corporate Secr

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): February 27, 2024 ALTRIA GROUP, I

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): February 27, 2024 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File

Altria Group, Inc. Dodd-Frank Compensation Recoupment Policy. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 1-08940).

Exhibit 97.1 ALTRIA GROUP, INC. DODD-FRANK COMPENSATION RECOUPMENT POLICY The Board of Directors of Altria Group, Inc. has adopted, based on the recommendation of the Compensation and Talent Development Committee of the Board, this Dodd-Frank Compensation Recoupment Policy. It is the intention of the Board that this Policy be interpreted and administered in a manner consistent with applicable laws

Subsidiaries of Altria Group, Inc.

Exhibit 21 ALTRIA GROUP, INC. SUBSIDIARIES Certain subsidiaries of Altria Group, Inc. as of December 31, 2023 and their respective state of incorporation or organization are listed below. The names of certain other subsidiaries have been omitted because, considered in the aggregate as a single subsidiary, they would not constitute, as of December 31, 2023, a “significant subsidiary” as that term i

Certain Litigation Matters.

Exhibit 99.1 CERTAIN LITIGATION MATTERS As described in Item 3. Legal Proceedings in the Annual Report on Form 10-K, to which this Exhibit 99.1 is attached (“Item 3”) and in Note 19. Contingencies to Altria Group, Inc.’s (“Altria”) consolidated financial statements in Item 8 of such Annual Report on Form 10-K (“Note 19”), there are legal proceedings covering a wide range of matters pending or thre

Guarantor Subsidiary of the Registrant. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 1-08940).

Exhibit 22 Altria Group, Inc. Guarantor Subsidiary Philip Morris USA Inc., which is a 100% owned subsidiary of Altria Group, Inc. (the “Parent”), has fully and unconditionally guaranteed the Parent’s obligations under the following senior unsecured notes issued by the Parent: USD denominated notes ▪2.350% Notes due May 2025 ▪4.400% Notes due February 2026 ▪2.625% Notes due September 2026 ▪6.200% N

Powers of attorney.

Exhibit 24 POWER OF ATTORNEY The undersigned, a Director of Altria Group, Inc., a Virginia corporation (the “Company”), does hereby constitute and appoint William F. Gifford, Jr., Salvatore Mancuso, and W. Hildebrandt Surgner, Jr., or any one or more of them, his true and lawful attorney, for him and in his name, place and stead, to execute, by manual or facsimile signature, electronic transmissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-08940 ALTRIA GROUP, INC. (Exact na

Trial Schedule for Certain Cases.

Exhibit 99.2 TRIAL SCHEDULE FOR CERTAIN CASES Below is a schedule, as of February 23, 2024, setting forth by month the number of individual smoking and health cases against Philip Morris USA Inc. that are scheduled for but not in trial through April 30, 2024. 2024 Engle progeny February 0 March 0 April 1 As of February 23, 2024, there are no Engle progeny cases in trial. Other Individual Smoking &

ALTRIA GROUP, INC. ANNOUNCES RETIREMENT OF DIRECTOR JACINTO J. HERNANDEZ FROM BOARD OF DIRECTORS

Exhibit 99.1 ALTRIA GROUP, INC. ANNOUNCES RETIREMENT OF DIRECTOR JACINTO J. HERNANDEZ FROM BOARD OF DIRECTORS RICHMOND, Va. - February 26, 2024 – Jacinto J. Hernandez, a director of Altria Group, Inc. (“Altria”) retired from service on our Board of Directors effective February 23, 2024. Mr. Hernandez will continue to serve Altria as a strategic advisor under a 5-year advisory services agreement. "

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 23, 2024 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File

MO / Altria Group, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0244-altriagroupinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Altria Group Inc Title of Class of Securities: Common Stock CUSIP Number: 02209S103 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the

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): January 29, 2024 ALTRIA GROUP, IN

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): January 29, 2024 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File

ALTRIA REPORTS 2023 FOURTH-QUARTER AND FULL-YEAR RESULTS; PROVIDES 2024 FULL-YEAR EARNINGS GUIDANCE; ANNOUNCES NEW $1 BILLION SHARE REPURCHASE PROGRAM

Exhibit 99.1 ALTRIA REPORTS 2023 FOURTH-QUARTER AND FULL-YEAR RESULTS; PROVIDES 2024 FULL-YEAR EARNINGS GUIDANCE; ANNOUNCES NEW $1 BILLION SHARE REPURCHASE PROGRAM RICHMOND, Va. - February 1, 2024 - Altria Group, Inc. (NYSE: MO) today reports our 2023 fourth-quarter and full-year business results and provides our guidance for 2024 full-year adjusted diluted earnings per share (EPS). “It was a pivo

1

Exhibit 99.2 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Altria Group, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Altria Group, Inc. and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated

Financial Statements and Exhibits, Other Events

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): February 1, 2024 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File

Altria Group, Inc. and Subsidiaries Consolidated Financial Statements as of December 31, 2023 and 2022, and for Each of the Three Years in the Period Ended December 31, 2023 Altria Group, Inc. and Subsidiaries Consolidated Balance Sheets (in millions

Exhibit 99.1 Altria Group, Inc. and Subsidiaries Consolidated Financial Statements as of December 31, 2023 and 2022, and for Each of the Three Years in the Period Ended December 31, 2023 Altria Group, Inc. and Subsidiaries Consolidated Balance Sheets (in millions of dollars) at December 31, 2023 2022 Assets Cash and cash equivalents $ 3,686 $ 4,030 Receivables: Receivable from the sale of IQOS Sys

MURRAY R. GARNICK, EXECUTIVE VICE PRESIDENT & GENERAL COUNSEL, ANNOUNCES DECISION TO RETIRE

Exhibit 99.2 MURRAY R. GARNICK, EXECUTIVE VICE PRESIDENT & GENERAL COUNSEL, ANNOUNCES DECISION TO RETIRE RICHMOND, Va. - February 1, 2024 - (NYSE: MO) Murray R. Garnick, Executive Vice President & General Counsel of Altria Group, Inc. (Altria), has notified the company of his decision to retire effective April 1, 2024. Murray’s distinguished career spanned nearly 40 years in support of Altria and

Report of Management On Internal Control Over Financial Reporting

Exhibit 99.3 Report of Management On Internal Control Over Financial Reporting Management of Altria Group, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Altria Group, Inc.’s internal control over financial reporting is a process designed to pr

Guarantee Agreement 6.200% Notes due 2028

Exhibit 4.2 GUARANTEE, dated as of November 1, 2023 (as amended from time to time, this “Guarantee”), made by Philip Morris USA Inc., a Virginia corporation (the “Guarantor”), in favor of Deutsche Bank Trust Company Americas, as trustee (“Trustee”) for the registered holders (the “Holders”) of the 6.200% Notes due 2028 (the “Debt Securities”) of Altria Group, Inc., a Virginia corporation (the “Iss

Form of 6.875% Notes due 2033

EX-4.5 Exhibit 4.5 REGISTERED No. ALTRIA GROUP, INC. 6.875% NOTES DUE 2033 PRINCIPAL AMOUNT $     CUSIP NO. 02209S BR3 ISIN NO. US02209SBR31 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 N

Form of 6.200% Notes due 2028

EX-4.4 Exhibit 4.4 REGISTERED No. ALTRIA GROUP, INC. 6.200% NOTES DUE 2028 PRINCIPAL AMOUNT $     CUSIP NO. 02209S BQ5 ISIN NO. US02209SBQ57 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 N

Guarantee Agreement 6.875% Notes due 2033

EX-4.3 Exhibit 4.3 GUARANTEE, dated as of November 1, 2023 (as amended from time to time, this “Guarantee”), made by Philip Morris USA Inc., a Virginia corporation (the “Guarantor”), in favor of Deutsche Bank Trust Company Americas, as trustee (“Trustee”) for the registered holders (the “Holders”) of the 6.875% Notes due 2033 (the “Debt Securities”) of Altria Group, Inc., a Virginia corporation (t

Terms Agreement, dated October 30, 2023, among the Company, Barclays Capital Inc., Citigroup Global Markets Inc. and Mizuho Securities USA LLC, as representatives of the several underwriters named therein

EX-1.2 Exhibit 1.2 ALTRIA GROUP, INC. (the “Company”) Debt Securities TERMS AGREEMENT October 30, 2023 ALTRIA GROUP, INC. PHILIP MORRIS USA INC. 6601 West Broad Street Richmond, Virginia 23230 Attention: Daniel J. Bryant Vice President and Treasurer Dear Ladies and Gentlemen: On behalf of the several Underwriters named in Schedule A hereto and for their respective accounts, we offer to purchase, o

Current Report

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): October 30, 2023 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File

Calculation of Filing Fee Table (Form Type) Altria Group, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered & Carry Forward Securities (1) Security Type Security Class Title Fee  Calculation  Rule (2)  Amount Regis

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) Altria Group, Inc.

Altria Group, Inc. $500,000,000 6.200% Notes due 2028 $500,000,000 6.875% Notes due 2033 Guaranteed by Philip Morris USA Inc.

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-275173 Prospectus Supplement to Prospectus dated October 26, 2023 Altria Group, Inc. $500,000,000 6.200% Notes due 2028 $500,000,000 6.875% Notes due 2033 Guaranteed by Philip Morris USA Inc. The notes due 2028 (the “2028 notes”) will mature on November 1, 2028, and the notes due 2033 (the “2033 notes” and, together with the 2

Subject to Completion, dated October 30, 2023

Table of Contents The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

FINAL TERM SHEET Dated October 30, 2023 6.200% Notes due 2028 6.875% Notes due 2033 Issuer: Altria Group, Inc. Guarantor: Philip Morris USA Inc. Aggregate Principal Amount: 2028 Notes: $500,000,000 2033 Notes: $500,000,000 Maturity Date: 2028 Notes:

Filed Pursuant to Rule 433 Registration No. 333-275173 FINAL TERM SHEET Dated October 30, 2023 6.200% Notes due 2028 6.875% Notes due 2033 Issuer: Altria Group, Inc. Guarantor: Philip Morris USA Inc. Aggregate Principal Amount: 2028 Notes: $500,000,000 2033 Notes: $500,000,000 Maturity Date: 2028 Notes: November 1, 2028 2033 Notes: November 1, 2033 Coupon: 2028 Notes: 6.200% 2033 Notes: 6.875% Int

Filing Fee Table (filed herewith).

Filing Fee Table Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Altria Group, Inc.

ALTRIA REPORTS 2023 THIRD-QUARTER AND NINE-MONTHS RESULTS; NARROWS 2023 FULL-YEAR EARNINGS GUIDANCE

Exhibit 99.1 ALTRIA REPORTS 2023 THIRD-QUARTER AND NINE-MONTHS RESULTS; NARROWS 2023 FULL-YEAR EARNINGS GUIDANCE RICHMOND, Va. - October 26, 2023 - Altria Group, Inc. (NYSE: MO) today reports our 2023 third-quarter and nine-months business results and narrows our guidance for 2023 full-year adjusted diluted earnings per share (EPS). “Our highly profitable traditional tobacco businesses were resili

Trial Schedule for Certain Cases.

Exhibit 99.2 TRIAL SCHEDULE FOR CERTAIN CASES Below is a schedule, as of October 23, 2023, setting forth by month the number of individual smoking and health cases against Philip Morris USA Inc. that are scheduled for but not in trial through December 31, 2023. 2023 Engle progeny October 1 November 1 December 0 As of October 23, 2023, there are no Engle progeny cases in trial. Other Individual Smo

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): October 26, 2023 ALTRIA GROUP, IN

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): October 26, 2023 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File

Powers of Attorney (filed herewith).

Powers of Attorney Exhibit 24.1 POWER OF ATTORNEY The undersigned, a Director of Altria Group, Inc., a Virginia corporation (the “Company”), does hereby constitute and appoint William F. Gifford, Jr., Murray R. Garnick, Salvatore Mancuso and W. Hildebrandt Surgner, Jr., or any one or more of them, his or her true and lawful attorney, for him or her and in his or her name, place and stead, to execu

As filed with the Securities and Exchange Commission on October 26, 2023

Form S-3ASR Table of Contents As filed with the Securities and Exchange Commission on October 26, 2023 Registration Statement No.

Certain Litigation Matters.

Exhibit 99.1 CERTAIN LITIGATION MATTERS As described in Note 13. Contingencies to Altria Group, Inc.’s (“Altria”) condensed consolidated financial statements in Part I, Item 1 of the Quarterly Report on Form 10-Q to which this Exhibit 99.1 is attached (“Note 13”), there are legal proceedings covering a wide range of matters pending or threatened in various United States and foreign jurisdictions a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-08940 Altria G

Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, for the Debt Securities (filed herewith).

Statement of Eligibility of Trustee on Form T-1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): October 24, 2023 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File

Guarantee made by Philip Morris USA Inc. in favor of the lenders party to the 5-Year Revolving Credit Agreement, dated as of October 24, 2023, among Altria Group, Inc., the lenders named therein and JPMorgan Chase Bank, N.A. and Citibank, N.A., as administrative agents, dated as of October 24, 2023. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on October 25, 2023 (File No. 1-08940).

GUARANTEE AGREEMENT DATED OCT 24, 2023 BY PHILIP MORRIS USA IN FAVOR OF LENDERS Exhibit 10.

5-Year Revolving Credit Agreement, dated as of October 24, 2023, among Altria Group, Inc., JPMorgan Chase Bank, N.A. and Citibank, N.A., as administrative agents, and the lenders named therein. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on October 25, 2023 (File No. 1-08940).

5-YEAR REVOLVLING CREDIT AGREEMENT DATED OCT 24, 2023 Exhibit 10.1 Execution Version U.S.$3,000,000,000 CREDIT AGREEMENT relating to a 5-YEAR REVOLVING CREDIT FACILITY Dated as of October 24, 2023 Among ALTRIA GROUP, INC. and THE INITIAL LENDERS NAMED HEREIN and JPMORGAN CHASE BANK, N.A. and CITIBANK, N.A. as Administrative Agents * * * * * * * * * * BARCLAYS BANK PLC, DEUTSCHE BANK SECURITIES INC

ALTRIA GROUP, INC. ANNOUNCES RETIREMENT OF DIRECTOR NABIL Y. SAKKAB FROM BOARD OF DIRECTORS

ALTRIA GROUP, INC. PRESS RELEASE DATED OCTOBER 25, 2023 Exhibit 99.1 ALTRIA GROUP, INC. ANNOUNCES RETIREMENT OF DIRECTOR NABIL Y. SAKKAB FROM BOARD OF DIRECTORS RICHMOND, Va. (October 25, 2023) – Nabil Y. Sakkab, a director of Altria Group, Inc. (“Altria”) since 2008, will retire from service on our Board of Directors following the completion of his current term. Consequently, Mr. Sakkab will not

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2023 ALTRIA GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2023 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File Nu

ALTRIA REPORTS 2023 SECOND-QUARTER AND FIRST-HALF RESULTS; REAFFIRMS 2023 FULL-YEAR EARNINGS GUIDANCE

Exhibit 99.1 ALTRIA REPORTS 2023 SECOND-QUARTER AND FIRST-HALF RESULTS; REAFFIRMS 2023 FULL-YEAR EARNINGS GUIDANCE RICHMOND, Va. - August 1, 2023 - Altria Group, Inc. (NYSE: MO) today reports our 2023 second-quarter and first-half business results and reaffirms our guidance for 2023 full-year adjusted diluted earnings per share (EPS). “We had a solid first half of the year and we continue on our e

Guarantor Subsidiary of Altria Group, Inc. Incorporated by reference to Exhibit 22 to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2023 (File No. 1-08940).

Exhibit 22 Altria Group, Inc. Guarantor Subsidiary Philip Morris USA Inc., which is a 100% owned subsidiary of Altria Group, Inc. (the “Parent”), has fully and unconditionally guaranteed the Parent’s obligations under the following senior unsecured notes issued by the Parent: USD denominated notes ▪4.000% Notes due January 2024 ▪3.800% Notes due February 2024 ▪2.350% Notes due May 2025 ▪4.400% Not

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-08940 Altria Group,

Certain Litigation Matters.

Exhibit 99.1 CERTAIN LITIGATION MATTERS As described in Note 13. Contingencies to Altria Group, Inc.’s (“Altria”) condensed consolidated financial statements in Part I, Item 1 of the Quarterly Report on Form 10-Q to which this Exhibit 99.1 is attached (“Note 13”), there are legal proceedings covering a wide range of matters pending or threatened in various United States and foreign jurisdictions a

Trial Schedule for Certain Cases.

Exhibit 99.2 TRIAL SCHEDULE FOR CERTAIN CASES Below is a schedule, as of July 27, 2023, setting forth by month the number of individual smoking and health cases against Philip Morris USA Inc. that are scheduled for but not in trial through September 30, 2023. 2023 Engle progeny July 0 August 0 September 2 As of July 27, 2023, there are no Engle progeny cases in trial. Other Individual Smoking & He

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): August 1, 2023 ALTRIA GROUP, INC.

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): August 1, 2023 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-08940 Deferred Profit-Sharing Plan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-08940 Deferred Profit-Sharing Plan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-08940 ALTRIA GRO

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): June 1, 2023 ALTRIA GROUP, INC. (

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): June 1, 2023 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File Numb

ALTRIA COMPLETES ACQUISITION OF NJOY HOLDINGS, INC.; UPDATES 2023 FULL-YEAR EARNINGS GUIDANCE

Exhibit 99.1 ALTRIA COMPLETES ACQUISITION OF NJOY HOLDINGS, INC.; UPDATES 2023 FULL-YEAR EARNINGS GUIDANCE RICHMOND, Va. - June 1, 2023 - Altria Group, Inc. (Altria) (NYSE:MO) announces that we have completed our acquisition of NJOY Holdings, Inc. (Transaction). We have also updated our guidance for 2023 full-year adjusted diluted earnings per share (EPS) in connection with the Transaction. “The c

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): May 18, 2023 ALTRIA GROUP, INC. (

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): May 18, 2023 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

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): May 10, 2023 ALTRIA GROUP, INC. (

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): May 10, 2023 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File Numb

Altria Announces Agreement to Resolve Vast Majority of JUUL-Related State and Federal Litigation

Exhibit 99.1 Altria Announces Agreement to Resolve Vast Majority of JUUL-Related State and Federal Litigation •Once final, the settlement involves at least 6,000 pending e-vapor cases related to JUUL Labs, Inc. (“JUUL”) RICHMOND, Va. - May 10, 2023 - Altria Group, Inc. (Altria) (NYSE:MO) announces that we have reached agreement on terms to resolve at least 6,000 JUUL-related state and federal case

Certain Litigation Matters.

Exhibit 99.1 CERTAIN LITIGATION MATTERS As described in Note 11. Contingencies to Altria Group, Inc.’s (“Altria”) condensed consolidated financial statements in Part I, Item 1 of the Quarterly Report on Form 10-Q to which this Exhibit 99.1 is attached (“Note 11”), there are legal proceedings covering a wide range of matters pending or threatened in various United States and foreign jurisdictions a

Trial Schedule for Certain Cases.

Exhibit 99.2 TRIAL SCHEDULE FOR CERTAIN CASES Below is a schedule, as of April 24, 2023, setting forth by month the number of individual smoking and health cases against Philip Morris USA Inc. that are scheduled for but not in trial through June 30, 2023. 2023 Engle progeny April 0 May 3 June 2 As of April 24, 2023, there are no Engle progeny cases in trial. Other Individual Smoking & Health April

Form of Restricted Stock Unit Agreement (2023). Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2023 (File No. 1-08940).*

Exhibit 10.1 THE ALTRIA GROUP, INC. 2020 PERFORMANCE INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (, 2023) ALTRIA GROUP, INC. (“Company”), a Virginia corporation, hereby grants to the employee identified in the 2023 Stock Award section of the Award Statement (“Employee”) under the Altria Group, Inc. 2020 Performance Incentive Plan (“Plan”) a restricted stock unit award (“Award”) with respect to

Form of Performance Stock Unit Agreement (2023). Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2023 (File No. 1-08940).*

Exhibit 10.2 THE ALTRIA GROUP, INC. 2020 PERFORMANCE INCENTIVE PLAN PERFORMANCE STOCK UNIT AGREEMENT (, 2023) ALTRIA GROUP, INC. (“Company”), a Virginia corporation, hereby grants to the employee identified in the 2023 Stock Award section of the Award Statement (“Employee”) under the Altria Group, Inc. 2020 Performance Incentive Plan (“Plan”) a performance stock unit award (“Award”) with respect t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-08940 Altria Group

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, 2023 ALTRIA GROUP, INC.

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, 2023 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File Nu

ALTRIA REPORTS 2023 FIRST-QUARTER RESULTS; REAFFIRMS 2023 FULL-YEAR EARNINGS GUIDANCE

Exhibit 99.1 ALTRIA REPORTS 2023 FIRST-QUARTER RESULTS; REAFFIRMS 2023 FULL-YEAR EARNINGS GUIDANCE RICHMOND, Va. - April 27, 2023 - Altria Group, Inc. (NYSE: MO) today reports our 2023 first-quarter business results and reaffirms our guidance for 2023 full-year adjusted diluted earnings per share (EPS). “We are off to a strong start and believe our businesses are on track to deliver against full-y

Guarantor Subsidiary of the Registrant.

Exhibit 22 Altria Group, Inc. Guarantor Subsidiary Philip Morris USA Inc., which is a 100% owned subsidiary of Altria Group, Inc. (the “Parent”), has fully and unconditionally guaranteed the Parent’s obligations under the following senior unsecured notes issued by the Parent: USD denominated notes ▪2.950% Notes due May 2023 ▪4.000% Notes due January 2024 ▪3.800% Notes due February 2024 ▪2.350% Not

CIVIL RIGHTS AUDIT AT ALTRIA GROUP Commentary on Shareholder Resolution Seeking an Independent Civil Rights Audit

CIVIL RIGHTS AUDIT AT ALTRIA GROUP Commentary on Shareholder Resolution Seeking an Independent Civil Rights Audit Name of the Registrant: Altria Group Name of persons relying on exemption: Sisters of Charity of St.

PROXY MEMORANDUM

PROXY MEMORANDUM To: Altria Shareholders Subject: Proposal 5 Date: April 10, 2023 Contact: Catherine Rowan, Director, Socially Responsible Investments, Trinity Health rowancm@trinity-health.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

DEFINITIVE PROXY STATEMENT

2023 Notice of Annual Meeting of Shareholders and Proxy StatementOur Vision Responsibly lead the transition of adult smokers to a smoke-free future.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

ALTRIA HOLDS INVESTOR DAY; INTRODUCES 2028 ENTERPRISE GOALS; PROVIDES UPDATES ON PRODUCT DEVELOPMENT EFFORTS; REAFFIRMS 2023 FULL-YEAR EARNINGS GUIDANCE

Exhibit 99.1 ALTRIA HOLDS INVESTOR DAY; INTRODUCES 2028 ENTERPRISE GOALS; PROVIDES UPDATES ON PRODUCT DEVELOPMENT EFFORTS; REAFFIRMS 2023 FULL-YEAR EARNINGS GUIDANCE RICHMOND, Va. - March 23, 2023 - Altria Group, Inc. (NYSE:MO) hosted an investor day conference at the New York Stock Exchange in New York City, New York earlier today. Billy Gifford, Altria’s Chief Executive Officer, and other member

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): March 22, 2023 ALTRIA GROUP, INC.

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): March 22, 2023 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File Nu

ALTRIA ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE NJOY HOLDINGS, INC.

Exhibit 99.2 ALTRIA ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE NJOY HOLDINGS, INC. ▪Altria to gain full global ownership of NJOY’s e-vapor product portfolio, including NJOY ACE, currently the only pod-based e-vapor product with market authorizations from the FDA ▪The transaction is an important milestone on Altria’s journey toward Moving Beyond Smoking™ RICHMOND, Va. - March 6, 2023 - Altria Group,

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): March 3, 2023 ALTRIA GROUP, INC.

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): March 3, 2023 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File Num

ALTRIA EXCHANGES MINORITY STAKE IN JUUL LABS FOR HEATED TOBACCO INTELLECTUAL PROPERTY RIGHTS

Exhibit 99.1 ALTRIA EXCHANGES MINORITY STAKE IN JUUL LABS FOR HEATED TOBACCO INTELLECTUAL PROPERTY RIGHTS RICHMOND, Va. - March 3, 2023 - Altria Group, Inc. (NYSE:MO) announces that we have exchanged our entire minority economic investment in JUUL Labs, Inc. (JUUL) for a non-exclusive, irrevocable global license to certain of JUUL’s heated tobacco intellectual property (Agreement). “We believe exc

Powers of attorney.

Exhibit 24 POWER OF ATTORNEY The undersigned, a Director of Altria Group, Inc., a Virginia corporation (the “Company”), does hereby constitute and appoint William F. Gifford, Jr., Murray R. Garnick, Salvatore Mancuso, and W. Hildebrandt Surgner, Jr., or any one or more of them, his true and lawful attorney, for him and in his name, place and stead, to execute, by manual or facsimile signature, ele

Description of Altria Group, Inc.’s Registered Securities.

Exhibit 4.1 DESCRIPTION OF ALTRIA GROUP, INC.’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Altria Group, Inc. (the “Company”) had four classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) common stock, $0.33 1/3 par value per share (“Common Stock”); (ii) 1.700% Notes due 2025; (iii) 2

Trial Schedule for Certain Cases.

Exhibit 99.2 TRIAL SCHEDULE FOR CERTAIN CASES Below is a schedule, as of February 23, 2023, setting forth by month the number of individual smoking and health cases against Philip Morris USA Inc. that are scheduled for but not in trial through April 30, 2023. 2023 Engle progeny February 0 March 1 April 2 As of February 23, 2023, there are no Engle progeny cases in trial. Other Individual Smoking &

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-08940 ALTRIA GROUP, INC. (Exact na

Subsidiaries of Altria Group, Inc.

Exhibit 21 ALTRIA GROUP, INC. SUBSIDIARIES Certain subsidiaries of Altria Group, Inc. as of December 31, 2022 and their respective state of incorporation or organization are listed below. The names of certain other subsidiaries have been omitted because, considered in the aggregate as a single subsidiary, they would not constitute, as of December 31, 2022, a “significant subsidiary” as that term i

Certain Litigation Matters.

Exhibit 99.1 CERTAIN LITIGATION MATTERS As described in Item 3. Legal Proceedings in the Annual Report on Form 10-K, to which this Exhibit 99.1 is attached (“Item 3”) and in Note 17. Contingencies to Altria Group, Inc.’s (“Altria”) consolidated financial statements in Item 8 of such Annual Report on Form 10-K (“Note 17”), there are legal proceedings covering a wide range of matters pending or thre

Time Sharing Agreement between Altria Client Services LLC and William F. Gifford, Jr., dated February 23, 2023

Exhibit 10.38 TIME SHARING AGREEMENT This TIME SHARING AGREEMENT (the "Agreement") is made and entered into effective as of the 23 day of February , 2023, by and between Altria Client Services LLC, with an address of 6601 West Broad Street; Richmond, VA 23230 ("Operator") and William F. Gifford Jr., with an address of 6601 West Broad Street; Richmond, VA 23230 ("Lessee"). WHEREAS, Operator owns th

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on February 27, 2023, pursuant to the provisions of Rule 12d2-2 (a).

MO / Altria Group Inc / Capital World Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Altria Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 02209S103 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

MO / Altria Group Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0011-altriagroupinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Altria Group Inc. Title of Class of Securities: Common Stock CUSIP Number: 02209S103 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate th

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): February 1, 2023 ALTRIA GROUP, IN

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): February 1, 2023 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File

1

Exhibit 99.2 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Altria Group, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Altria Group, Inc. and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated

Report of Management On Internal Control Over Financial Reporting

Exhibit 99.3 Report of Management On Internal Control Over Financial Reporting Management of Altria Group, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Altria Group, Inc.’s internal control over financial reporting is a process designed to pr

Altria Group, Inc. and Subsidiaries Consolidated Financial Statements as of December 31, 2022 and 2021, and for Each of the Three Years in the Period Ended December 31, 2022 Altria Group, Inc. and Subsidiaries Consolidated Balance Sheets (in millions

Exhibit 99.1 Altria Group, Inc. and Subsidiaries Consolidated Financial Statements as of December 31, 2022 and 2021, and for Each of the Three Years in the Period Ended December 31, 2022 Altria Group, Inc. and Subsidiaries Consolidated Balance Sheets (in millions of dollars) at December 31, 2022 2021 Assets Cash and cash equivalents $ 4,030 $ 4,544 Receivables: Receivable from the sale of IQOS Sys

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): January 31, 2023 ALTRIA GROUP, IN

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): January 31, 2023 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File

ALTRIA REPORTS 2022 FOURTH-QUARTER AND FULL-YEAR RESULTS; PROVIDES 2023 FULL-YEAR EARNINGS GUIDANCE; ANNOUNCES NEW $1 BILLION SHARE REPURCHASE PROGRAM

Exhibit 99.1 ALTRIA REPORTS 2022 FOURTH-QUARTER AND FULL-YEAR RESULTS; PROVIDES 2023 FULL-YEAR EARNINGS GUIDANCE; ANNOUNCES NEW $1 BILLION SHARE REPURCHASE PROGRAM RICHMOND, Va. - February 1, 2023 - Altria Group, Inc. (NYSE: MO) today reports our 2022 fourth-quarter and full-year business results and provides our guidance for 2023 full-year adjusted diluted earnings per share (EPS). “It was an exc

Letter, dated as of December 16, 2022, from Altria Summit LLC to Cronos Group Inc. regarding the Abandonment of Warrant Issued by Cronos Group Inc.

EX-99.4 2 d244928dex994.htm EX-99.4 Exhibit 99.4 Altria Summit LLC 6601 West Broad Street Richmond, Virginia 23230 December 16, 2022 Cronos Group Inc. 720 King Street West Suite 320 Toronto, ON M5V 2T3 Attention: General Counsel Telephone: (416) 504-0004 Email: [email protected] Re: Abandonment of Warrant Issued by Cronos Group Inc. Dear Ladies and Gentlemen: Altria Summit LLC, the holder o

CRON / Cronos Group Inc. / ALTRIA GROUP, INC. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Cronos Group Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 22717L101 (CUSIP Number) W. Hildebrandt Surgner, Jr. Vice President, Corporate Secretary and Associate General Counsel Altria Group, Inc. 6601 West Broa

UNITED STATES DISTRICT COURT EASTERN DISTRICT OF VIRGINIA Richmond Division IN RE ALTRIA GROUP, INC. DERIVATIVE LITIGATION Lead Case No. 3:20-cv-00772 (DJN) NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF DERIVATIVE ACTIONS TO: ALL PERSONS AND ENTITIES

UNITED STATES DISTRICT COURT EASTERN DISTRICT OF VIRGINIA Richmond Division IN RE ALTRIA GROUP, INC.

Financial Statements and Exhibits, Other Events

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): October 26, 2022 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File

EXECUTION VERSION AMENDED STIPULATION AND AGREEMENT OF SETTLEMENT UNITED STATES DISTRICT COURT EASTERN DISTRICT OF VIRGINIA (Richmond Division) IN RE ALTRIA GROUP, INC. DERIVATIVE LITIGATION Lead Case No. 3:20-cv-00772 (DJN) AMENDED STIPULATION AND A

EXECUTION VERSION AMENDED STIPULATION AND AGREEMENT OF SETTLEMENT UNITED STATES DISTRICT COURT EASTERN DISTRICT OF VIRGINIA (Richmond Division) IN RE ALTRIA GROUP, INC.

Certain Litigation Matters.

Exhibit 99.1 CERTAIN LITIGATION MATTERS As described in Note 11. Contingencies to Altria Group, Inc.’s (“Altria”) condensed consolidated financial statements in Part I, Item 1 of the Quarterly Report on Form 10-Q to which this Exhibit 99.1 is attached (“Note 11”), there are legal proceedings covering a wide range of matters pending or threatened in various United States and foreign jurisdictions a

Amended and Restated By-Laws of Altria Group, Inc. (effective as of October 26, 2022). Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on October 27, 2022 (File No. 1-08940)

Exhibit 3.1 AMENDED AND RESTATED BY-LAWS of ALTRIA GROUP, INC. (as of October 26, 2022) ARTICLE I Meetings of Shareholders Section 1. Annual Meetings. - The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting, and any postponement or adjournment thereof, shall be held on such date and at such time a

Trial Schedule for Certain Cases.

Exhibit 99.2 TRIAL SCHEDULE FOR CERTAIN CASES Below is a schedule, as of October 24, 2022, setting forth by month the number of individual smoking and health cases against Philip Morris USA Inc. that are scheduled for but not in trial through December 31, 2022. 2022 Engle progeny October 0 November 1 December 1 As of October 24, 2022, there is one Engle progeny case in trial. Other Individual Smok

2015 Stock Compensation Plan for Non-Employee Directors, as amended and restated effective October 26, 2022. Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2022 (File No. 1-08940).*

Exhibit 10.1 2015 STOCK COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (as amended and restated October 26, 2022) SECTION 1. Purpose; Definitions. The purposes of the Plan are (i) to assist the Company in promoting the identity of interest between the Company’s Non-Employee Directors and the Company’s shareholders; and (ii) to assist the Company in attracting and retaining Non-Employee Directors by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-08940 Altria G

ALTRIA REPORTS 2022 THIRD-QUARTER AND NINE-MONTHS RESULTS; NARROWS 2022 FULL-YEAR EARNINGS GUIDANCE

Exhibit 99.1 ALTRIA REPORTS 2022 THIRD-QUARTER AND NINE-MONTHS RESULTS; NARROWS 2022 FULL-YEAR EARNINGS GUIDANCE RICHMOND, Va. - October 27, 2022 - Altria Group, Inc. (NYSE: MO) today reports our 2022 third-quarter and nine-months business results and narrows our guidance for 2022 full-year adjusted diluted earnings per share (EPS). “This is an exciting moment on our journey towards Moving Beyond

Guarantor Subsidiary of the Registrant.

Exhibit 22 Altria Group, Inc. Guarantor Subsidiary Philip Morris USA Inc., which is a 100% owned subsidiary of Altria Group, Inc. (the “Parent”), has fully and unconditionally guaranteed the Parent’s obligations under the following senior unsecured notes issued by the Parent: USD denominated notes ▪2.950% Notes due May 2023 ▪4.000% Notes due January 2024 ▪3.800% Notes due February 2024 ▪2.350% Not

ALTRIA ANNOUNCES STRATEGIC PARTNERSHIP WITH JT GROUP AND EXPANDED HEATED TOBACCO PORTFOLIO

EX-99.3 5 exhibit993october272022pre.htm ALTRIA GROUP INC. PRESS RELEASE, DATED OCTOBER 27, 2022 Exhibit 99.3 ALTRIA ANNOUNCES STRATEGIC PARTNERSHIP WITH JT GROUP AND EXPANDED HEATED TOBACCO PORTFOLIO ▪Altria and JT Group to pursue a global smoke-free partnership to accelerate harm reduction. ▪Altria and JT Group announce joint venture for the U.S. marketing and commercialization of heated tobacco

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): October 26, 2022 ALTRIA GROUP, IN

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): October 26, 2022 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File

ALTRIA ANNOUNCES ELECTION OF JACINTO HERNANDEZ TO ALTRIA’S BOARD OF DIRECTORS AND RETIREMENT OF BOARD MEMBER LEO KIELY

Exhibit 99.2 ALTRIA ANNOUNCES ELECTION OF JACINTO HERNANDEZ TO ALTRIA’S BOARD OF DIRECTORS AND RETIREMENT OF BOARD MEMBER LEO KIELY Richmond, VA (October 27, 2022) – Altria Group, Inc. (NYSE: MO) is pleased to announce that Jacinto “Jase” Hernandez will join our Board of Directors (Board) on November 1, 2022. “Jase brings a significant and deep understanding of the tobacco landscape following his

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): October 19, 2022 ALTRIA GROUP, IN

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): October 19, 2022 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File

Altria Reaches Agreement With Philip Morris International for IQOS Transition

EX-99.1 2 d361503dex991.htm EX-99.1 Exhibit 99.1 Altria Reaches Agreement With Philip Morris International for IQOS Transition • Altria to receive cash payments from Philip Morris International of approximately $2.7 billion in exchange for assigning exclusive U.S. commercialization rights to the IQOS system effective April 30, 2024. • Altria gains greater flexibility to allocate resources toward M

PURCHASE AGREEMENT BY AND AMONG TRIAGA INC., ALTRIA CLIENT SERVICES LLC, AND, SOLELY FOR THE PURPOSES OF ARTICLE 4, PHILIP MORRIS INTERNATIONAL INC. AND ALTRIA GROUP, INC. October 19, 2022

EX-99.2 3 d361503dex992.htm EX-99.2 EXHIBIT 99.2 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. EXECUTION VERSION PURCHASE AGREEMENT BY AND AMONG TRIAGA INC., ALTRIA CLIENT SERVICES LLC, AND, SOLELY FOR THE PURPOSES OF ARTICLE 4, PHILIP MORRIS INTERNATIONAL INC. AND ALTRIA GROUP, INC. October 19, 2022 TABLE OF CONTENTS PAGE 1

Other Events

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): September 29, 2022 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission Fil

Extension and Amendment No. 3 to the Credit Agreement, dated as of August 17, 2022, among Altria, the lenders party thereto and JPMCB and Citibank, as administrative agents.

Exhibit 10.1 EXTENSION AND AMENDMENT NO. 3 TO THE 5-YEAR REVOLVING CREDIT AGREEMENT THIS EXTENSION AND AMENDMENT NO. 3, dated as of August 17, 2022 (this ?Extension and Amendment?) by and among ALTRIA GROUP, INC., a Virginia corporation (?Altria?), the Lenders party hereto and JPMORGAN CHASE BANK, N.A. (?JPMCB?) and CITIBANK, N.A., as administrative agents (the ?Administrative Agents?), is an amen

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 17, 2022 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File N

Trial Schedule for Certain Cases.

Exhibit 99.2 TRIAL SCHEDULE FOR CERTAIN CASES Below is a schedule, as of July 25, 2022, setting forth by month the number of individual smoking and health cases against Philip Morris USA Inc. that are scheduled for but not in trial through September 30, 2022. 2022 Engle progeny July 0 August 3 September 3 As of July 25, 2022, there are no Engle progeny cases in trial. Other Individual Smoking & He

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-08940 Altria Group,

ALTRIA REPORTS 2022 SECOND-QUARTER AND FIRST-HALF RESULTS; REAFFIRMS 2022 FULL-YEAR EARNINGS GUIDANCE

Exhibit 99.1 ALTRIA REPORTS 2022 SECOND-QUARTER AND FIRST-HALF RESULTS; REAFFIRMS 2022 FULL-YEAR EARNINGS GUIDANCE RICHMOND, Va. - July 28, 2022 - Altria Group, Inc. (NYSE: MO) today reports its 2022 second-quarter and first-half business results and reaffirms its guidance for 2022 full-year adjusted diluted earnings per share (EPS). ?Our tobacco businesses performed well in a challenging macroeco

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 28, 2022 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File Num

Certain Litigation Matters.

Exhibit 99.1 CERTAIN LITIGATION MATTERS As described in Note 11. Contingencies to Altria Group, Inc.?s (?Altria?) condensed consolidated financial statements in Part I, Item 1 of the Quarterly Report on Form 10-Q to which this Exhibit 99.1 is attached (?Note 11?), there are legal proceedings covering a wide range of matters pending or threatened in various United States and foreign jurisdictions a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-08940 Deferred Profit-Sharing Plan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-08940 Deferred Profit-Sharing Plan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-08940 ALTRIA GRO

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): May 19, 2022 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File Numb

Form of Performance Stock Unit Agreement (2022). Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2022 (File No. 1-08940).*

Exhibit 10.2 THE ALTRIA GROUP, INC. 2020 PERFORMANCE INCENTIVE PLAN PERFORMANCE STOCK UNIT AGREEMENT (, 2022) ALTRIA GROUP, INC. (?Company?), a Virginia corporation, hereby grants to the employee identified in the 2022 Stock Award section of the Award Statement (?Employee?) under the Altria Group, Inc. 2020 Performance Incentive Plan (?Plan?) a performance stock unit award (?Award?) with respect t

Form of Restricted Stock Unit Agreement (2022). Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2022 (File No. 1-08940).*

Exhibit 10.1 THE ALTRIA GROUP, INC. 2020 PERFORMANCE INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (, 2022) ALTRIA GROUP, INC. (?Company?), a Virginia corporation, hereby grants to the employee identified in the 2022 Stock Award section of the Award Statement (?Employee?) under the Altria Group, Inc. 2020 Performance Incentive Plan (?Plan?) a restricted stock unit award (?Award?) with respect to

ALTRIA REPORTS 2022 FIRST-QUARTER RESULTS; REAFFIRMS 2022 FULL-YEAR EARNINGS GUIDANCE

Exhibit 99.1 ALTRIA REPORTS 2022 FIRST-QUARTER RESULTS; REAFFIRMS 2022 FULL-YEAR EARNINGS GUIDANCE RICHMOND, Va. - April 28, 2022 - Altria Group, Inc. (NYSE: MO) today reports its 2022 first-quarter business results and reaffirms its guidance for 2022 full-year adjusted diluted earnings per share (EPS). ?We are off to a strong start to the year and believe our businesses are on track to deliver ag

Time Sharing Agreement between Altria Client Services LLC and William F. Gifford, Jr., dated January 6, 2022.

Exhibit 10.3 TIME SHARING AGREEMENT This TIME SHARING AGREEMENT (the "Agreement") is made and entered into effective as of the 06 day of January, 2022, by and between Altria Client Services LLC, with an address of 6601 West Broad Street; Richmond, VA 23230 ("Operator") and William F. Gifford Jr., with an address of 6601 West Broad Street; Richmond, VA 23230 ("Lessee"). WHEREAS, Operator owns the a

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 28, 2022 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-08940 Altria Group

Certain Litigation Matters.

Exhibit 99.1 CERTAIN LITIGATION MATTERS As described in Note 10. Contingencies to Altria Group, Inc.?s (?Altria?) condensed consolidated financial statements in Part I, Item 1 of the Quarterly Report on Form 10-Q to which this Exhibit 99.1 is attached (?Note 10?), there are legal proceedings covering a wide range of matters pending or threatened in various United States and foreign jurisdictions a

Trial Schedule for Certain Cases.

Exhibit 99.2 TRIAL SCHEDULE FOR CERTAIN CASES Below is a schedule, as of April 25, 2022, setting forth by month the number of individual smoking and health cases against Philip Morris USA Inc. that are scheduled for but not in trial through June 30, 2022. 2022 Engle progeny April 0 May 2 June 3 As of April 25, 2022, there is one Engle progeny case in trial. Other Individual Smoking & Health April

DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

Trial Schedule for Certain Cases.

Exhibit 99.2 TRIAL SCHEDULE FOR CERTAIN CASES Below is a schedule, as of February 22, 2022, setting forth by month the number of individual smoking and health cases against Philip Morris USA Inc. that are scheduled for but not in trial through April 30, 2022. 2022 Engle progeny February 0 March 1 April 6 As of February 22, 2022, there are no Engle progeny cases in trial. Other Individual Smoking &

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-08940 ALTRIA GROUP, INC. (Exact na

Certain Litigation Matters.

EX-99.1 10 exhibit991q42021.htm CERTAIN LITIGATION MATTERS Exhibit 99.1 CERTAIN LITIGATION MATTERS As described in Item 3. Legal Proceedings in the Annual Report on Form 10-K, to which this Exhibit 99.1 is attached (“Item 3”) and in Note 18. Contingencies to Altria Group, Inc.’s (“Altria”) consolidated financial statements in Item 8 of such Annual Report on Form 10-K (“Note 18”), there are legal p

Subsidiaries of Altria Group, Inc.

Exhibit 21 ALTRIA GROUP, INC. SUBSIDIARIES Certain subsidiaries of Altria Group, Inc. as of December 31, 2021 and their respective state of incorporation or organization are listed below. The names of certain other subsidiaries have been omitted because, considered in the aggregate as a single subsidiary, they would not constitute, as of December 31, 2021, a ?significant subsidiary? as that term i

Description of Altria Group, Inc.’s Registered Securities.

Exhibit 4.1 DESCRIPTION OF ALTRIA GROUP, INC.?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Altria Group, Inc. (the ?Company?) had five classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) common stock, $0.33 1/3 par value per share (?Common Stock?); (ii) 1.000% Notes due 2023; (iii) 1

Powers of attorney.

Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT THAT the undersigned, a Director of Altria Group, Inc.

MO / Altria Group Inc / Capital World Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Altria Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 02209S103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

MO / Altria Group Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Altria Group Inc. Title of Class of Securities: Common Stock CUSIP Number: 02209S103 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ R

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 4, 2022 ALTRIA GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 1-08940 13-3260245 (State or other jurisdiction of incorporation) (Commission File

ALTRIA GROUP, INC. DIRECTOR DINYAR S. DEVITRE ANNOUNCES DECISION TO RETIRE FROM BOARD OF DIRECTORS

Exhibit 99.1 ALTRIA GROUP, INC. DIRECTOR DINYAR S. DEVITRE ANNOUNCES DECISION TO RETIRE FROM BOARD OF DIRECTORS RICHMOND, Va. (February 8, 2022) ? Altria Group, Inc. (Altria) (NYSE:MO) today announces that Dinyar S. Devitre, a director of Altria since 2008, notified Altria of his decision to retire from service on its Board of Directors following the completion of his current term. Consequently, M

Altria Group, Inc. and Subsidiaries Consolidated Financial Statements as of December 31, 2021 and 2020, and for Each of the Three Years in the Period Ended December 31, 2021 Altria Group, Inc. and Subsidiaries Consolidated Balance Sheets (in millions

Exhibit 99.1 Altria Group, Inc. and Subsidiaries Consolidated Financial Statements as of December 31, 2021 and 2020, and for Each of the Three Years in the Period Ended December 31, 2021 Altria Group, Inc. and Subsidiaries Consolidated Balance Sheets (in millions of dollars) at December 31, 2021 2020 Assets Cash and cash equivalents $ 4,544 $ 4,945 Receivables 47 137 Inventories: Leaf tobacco 744