Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: In January 2025, our Board authorized a $1.0 billion share repurchase program (“January 2025 share repurchase program”), which we expect to complete by December 31, 2025.
−Removed: The timing of share repurchases depends upon marketplace conditions and other factors, and the program remains subject to the discretion of our Board.
−Removed: Our share repurchase activity for each of the three months in the period ended June 30, 2025, was as follows:
+Added: In January 2025, our Board authorized a $1.0 billion share repurchase program (“January 2025 share repurchase program”).
+Added: In October 2025, the Board authorized a $1.0 billion expansion of the January 2025 share repurchase program to $2.0 billion, which now expires on December 31, 2026.
+Added: Share repurchases depend on marketplace conditions and other factors, and the program remains subject to the discretion of our Board.
+Added: Our share repurchase activity for each of the three months in the period ended September 30, 2025, was as follows:
Period Total Number of Shares Purchased (1)
Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
−Removed: April 1-30, 2025 1,714,864 $ 57.83 1,677,621 $ 576,688,888
−Removed: May 1-31, 2025 1,385,047 $ 58.86 1,381,555 $ 495,371,436
−Removed: June 1-30, 2025 1,609,639 $ 59.25 1,609,639 $ 400,000,010
+Added: July 1-31, 2025 1,386,709 $ 58.69 1,386,709 $ 318,612,531
+Added: August 1-31, 2025 238,130 $ 63.91 181,310 $ 307,232,450
+Added: September 1-30, 2025 295,505 $ 65.30 295,505 $ 287,937,179
1,920,344 $ 60.36 1,863,524
−Removed: (1) The total number of shares purchased includes (a) shares purchased under the January 2025 share repurchase program and (b) shares withheld by Altria in an amount equal to the statutory withholding taxes for vested stock-based awards previously granted to eligible employees (which totaled 37,243 in April and 3,492 in May).
+Added: (1) The total number of shares purchased includes (a) shares purchased under the January 2025 share repurchase program and (b) shares withheld by Altria in an amount equal to the statutory withholding taxes for vested stock-based awards previously granted to eligible employees (which totaled 56,820 in August).
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.