6 unchanged sentences
Other Information.
+Added: During the quarter ended December 31, 2023, none of our directors or officers adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K .
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
16 unchanged sentences
All of the above-mentioned executive officers have been employed by Altria or our subsidiaries in various capacities during the past five years.
+Added: As previously announced, Mr.
+Added: Garnick will retire as Executive Vice President and General Counsel, effective April 1, 2024.
+Added: McCarter III (age 51) was elected to become Executive Vice President and General Counsel upon Mr.
+Added: Garnick’s retirement.
+Added: McCarter currently serves as Senior Vice President and Associate General Counsel, ALCS, a position he has held since November 2020.
+Added: Prior to this role, he served as Vice President and Associate General Counsel, ALCS, from July 2015 through October 2020.
+Added: McCarter has been continuously employed by ALCS in legal positions since 2015.
Whitaker’s wife and Mr.
29 unchanged sentences
(3) Includes 20,432,234 shares available under the 2020 Performance Incentive Plan and 589,927 shares available under the 2015 Stock Compensation Plan for Non-Employee Directors, and excludes shares reflected in column (a).
−Removed: Refer to “Ownership of Equity Securities of Altria - Directors and Executive Officers” and “Ownership of Equity Securities of Altria - Certain Other Beneficial Owners” sections of our proxy statement.
+Added: Refer to “Ownership of Equity Securities of Altria - Directors, Nominees and Executive Officers” and “Ownership of Equity Securities of Altria - Certain Other Beneficial Owners” sections of our proxy statement.
Certain Relationships and Related Transactions, and Director Independence.
29 unchanged sentences
4.1 Description of Altria Group, Inc.’s Registered Securities.
+Added: Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022 (File No.
4.2 Indenture between Altria Group, Inc.
6 unchanged sentences
Incorporated by reference to Altria Group, Inc.’s Registration Statement on Form S-3 filed on November 4, 2008 (No.
−Removed: 4.5 5-Year Revolving Credit Agreement, dated as of August 1, 2018, among Altria Group, Inc., the lenders named therein and JPMorgan Chase Bank, N.A.
−Removed: and Citibank, N.A., as administrative agents.
−Removed: Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on August 1, 2018 (File No.
−Removed: 4.6 Amendment No.
−Removed: 1 to the Credit Agreement, dated January 25, 2019, among Altria Group, Inc.
−Removed: the Lenders and JPMorgan Chase Bank, N.A.
−Removed: and Citibank, N.A.
−Removed: as administrative agents.
−Removed: Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on January 31, 2019 (File No.
−Removed: 4.7 Extension and Amendment No.
−Removed: 2 to the Credit Agreement, effective August 18, 2021, among Altria Group, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A.
−Removed: and Citibank, N.A., as administrative agents.
−Removed: Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on August 18, 2021 (File No.
−Removed: 4.8 Extension and Amendment No.
−Removed: 3 to the Credit Agreement, effective August 17, 2022, among Altria Group, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A.
−Removed: and Citibank, N.A., as administrative agents.
−Removed: Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on August 17, 2022 (File No.
4.5 The Registrant agrees to furnish copies of any instruments defining the rights of holders of long-term debt of the Registrant and its consolidated subsidiaries that does not exceed 10 percent of the total assets of the Registrant and its consolidated subsidiaries to the Commission upon request.
24 unchanged sentences
Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on March 28, 2008 (File No.
+Added: 10.13 5-Year Revolving Credit Agreement, dated as of October 24, 2023, among Altria Group, Inc., JPMorgan Chase Bank, N.A.
+Added: and Citibank, N.A., as administrative agents, and the lenders named therein.
+Added: Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on October 25, 2023 (File No.
10.14 Guarantee made by Philip Morris USA Inc.
−Removed: in favor of the lenders party to the 5-Year Revolving Credit Agreement, dated as of August 1, 2018, among Altria Group, Inc., the lenders named therein and JPMorgan Chase Bank, N.A.
−Removed: and Citibank, N.A., as administrative agents, dated as of August 1, 2018.
−Removed: Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on August 1, 2018 (File No.
+Added: 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.
+Added: and Citibank, N.A., as administrative agents, dated as of October 24, 2023.
+Added: Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on October 25, 2023 (File No.
10.15 Benefit Equalization Plan, effective September 2, 1974, as amended.
20 unchanged sentences
Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on October 30, 2006 (File No.
−Removed: 10.25 Form of Restricted Stock Unit Agreement, dated as of January 30, 2018.
−Removed: Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2018 (File No.
−Removed: 10.26 Form of Performance Stock Unit Agreement, dated as of January 30, 2018.
−Removed: Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2018 (File No.
10.26 Form of Restricted Stock Unit Agreement, dated as of February 26, 2019.
14 unchanged sentences
Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2022 (File No.
+Added: 10.34 Form of Restricted Stock Unit Agreement (2023).
+Added: Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2023 (File No.
+Added: 10.35 Form of Performance Stock Unit Agreement (2023).
+Added: Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2023 (File No.
10.36 Form of Executive Confidentiality and Non-Competition Agreement (October 2018).
6 unchanged sentences
Gifford, Jr., dated February 23, 2023 .
+Added: Incorporated by reference to Altria Gr oup, Inc.
+Added: ’ s Annual Report on Form 10-K for the year ended December 31, 2022 (File No.
10.40 Form of Agreement and General Release (September 2019).
2 unchanged sentences
22 Guarantor Subsidiary of the Registrant.
−Removed: Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 202 2 (File No.
23 Consent of independent registered public accounting firm.
6 unchanged sentences
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 97.1 Altria Group , Inc.
+Added: Dodd-Frank Compensation Recoupment Policy .
99.1 Certain Litigation Matters.
20 unchanged sentences
(Salvatore Mancuso)
−Removed: Executive Vice President and Chief Financial Officer
−Removed: February 27, 2023
+Added: Executive Vice President and Chief Financial Officer February 27, 2024
/s/ STEVEN D’AMBROSIA
7 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.