What changed in this filing

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Item 1. Business

2026-02-25 compared with 2025-02-26 · 52 added, 68 removed, 135 unchanged (47% of the section changed)

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tobacco consumers age 21+.

Our Vision is to responsibly lead the transition of adult smokers to a smoke-free future (“Vision”).

We are Moving Beyond Smoking TM , leading the way in moving adult smokers away from cigarettes by taking action to transition millions to potentially less harmful choices - believing it is a substantial opportunity for adult tobacco consumers, our businesses and society.

We are Moving Beyond Smoking TM , by responsibly transitioning adult smokers to a smoke-free future, competing vigorously for existing smoke-free adult nicotine consumers and exploring new growth opportunities - beyond the United States and beyond nicotine (“Vision”).

Our wholly owned subsidiaries include Philip Morris USA Inc.

(“PM USA”), which is engaged in the manufacture and sale of cigarettes in the United States;

(“PM USA”), which is engaged in the manufacture and sale of cigarettes;

John Middleton Co.

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Smokeless Tobacco Company LLC (“USSTC”), is engaged in the manufacture and sale of moist smokeless tobacco (“MST”) products;

Helix Innovations LLC (“Helix”), which operates in the United States, and its foreign affiliates (“Helix International”), which operate in certain other countries, are engaged in the manufacture and sale of oral nicotine pouches;

Helix Innovations LLC (“Helix”) and its foreign affiliates (“Helix International”), which are engaged in the manufacture and sale of oral nicotine pouches;

and NJOY, LLC (“NJOY”), which is engaged in the manufacture and sale of e-vapor products.

Other wholly owned subsidiaries include Altria Group Distribution Company (“AGDC”), which provides sales and distribution services to our domestic operating companies, and Altria Client Services LLC (“ALCS”), which provides various support services to our companies in areas such as legal, regulatory, research and product development, consumer engagement, finance, human resources and external affairs.

On June 1, 2023, we completed our acquisition of NJOY Holdings, Inc.

(“NJOY Holdings”), the parent of NJOY (“NJOY Transaction”).

As a result of the acquisition, NJOY became a wholly owned subsidiary of Altria.

For further details, see Note 3.

Acquisition of NJOY to our consolidated financial statements in Item 8.

Financial Statements and Supplementary Data of this Form 10-K (“Item 8”).

In October 2022, we entered into a joint venture with JTI (US) Holding, Inc.

We operate primarily within the United States and generate substantially all of our revenue from domestic customers.

Other wholly owned subsidiaries include Altria Group Distribution Company (“AGDC”), which provides domestic sales and distribution services to our operating companies, and Altria Client Services LLC (“ALCS”), which provides various support services to our companies in areas such as legal, regulatory, research and product development, consumer engagement, finance, human resources and external affairs.

At December 31, 2025, we owned a 75% economic interest in Horizon Innovations LLC (“Horizon”), a joint venture with JTI (US) Holding, Inc.

(“JTIUH”), a subsidiary of Japan Tobacco Inc.

(“Japan Tobacco”), for the U.S.

marketing and commercialization of heated tobacco stick (“HTS”) products.

The joint venture entity, Horizon Innovations LLC (“Horizon”), is structured to exist in perpetuity and is responsible for the U.S.

commercialization of HTS products owned by either party.

We own a 75% economic interest in Horizon with JTIUH owning a 25% economic interest.

Horizon is governed by a board of managers, which is comprised of four individuals designated by PM USA and three individuals designated by JTIUH.

For further information, see Other Tobacco Products below.

At December 31, 2024, our reportable segments were smokeable products and oral tobacco products.

Our all other category included (i) NJOY (beginning June 1, 2023);

(ii) Horizon;

(iii) Helix International;

and (iv) other business activities, all of which consists of research and development expense related to certain new product platforms and technologies.

(“Japan Tobacco”), which owned the remaining 25% economic interest.

Horizon is responsible for the U.S.

marketing and commercialization of heated tobacco stick (“HTS”) products owned by either party.

At December 31, 2025, our reportable segments were smokeable products, oral tobacco products and e-vapor products.

Our all other category included (i) Horizon;

(ii) Helix International;

and (iii) other business activities, which primarily consists of research and development (“R&D”) expense related to certain new product platforms and technologies.

For further information, see Note 15.

Segment Reporting to our consolidated financial statements in Item 8.

Financial Statements and Supplementary Data of this Form 10-K (“Item 8”).

Our investments include Anheuser-Busch InBev SA/NV (“ABI”) and Cronos Group Inc.

(“Cronos”), which we account for under the equity method of accounting using a one-quarter lag.

In March 2024, we sold a portion of our investment in ABI (“ABI Transaction”).

We used the proceeds from the sale to fund the repurchase of our common stock through accelerated share repurchase (“ASR”) transactions.

In March 2023, we entered into a stock transfer agreement with JUUL Labs, Inc (“JUUL”) pursuant to which we transferred to JUUL all of our beneficially owned JUUL equity securities.

For further information on our current and former investments, the ABI Transaction and the ASR transactions, see Note 8.

Investments in Equity Securities to our consolidated financial statements in Item 8 (“Note 8”) and Note 12.

Capital Stock to our consolidated financial statements in Item 8 (“Note 12”), respectively.

Description of Business

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PM USA is the largest cigarette company in the United States and substantially all cigarettes are manufactured and sold to customers in the United States.

Marlboro , the principal cigarette brand of PM USA, has been the largest-selling cigarette brand

in the United States for 50 years.

Marlboro , the principal cigarette brand of PM USA, has been the largest-selling cigarette brand in the United States for over 50 years.

Total smokeable products segment’s cigarettes shipment volume in the United States was 61.8 billion units in 2025, a decrease of 10.0% from 2024.

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Black & Mild is the principal cigar brand of Middleton.

Total smokeable products segment’s cigars shipment volume was approximately 1.8 billion units in 2024, a decrease of 1.5% from 2023.

Total smokeable products segment’s cigars shipment volume was approximately 1.8 billion units in 2025, an increase of 1.8% from 2024.

▪ Oral tobacco products:

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NJOY contracts with third-party importers to supply all of its products and sells its e-vapor products to customers in the United States.

NJOY ACE is the principal e-vapor product of NJOY.

NJOY’s commercialized product portfolio of tobacco and menthol e-vapor products is fully covered by marketing granted orders (“MGO”) from the U.S.

NJOY’s product portfolio of tobacco and menthol e-vapor products is covered by marketing granted orders (“MGO”) from the U.S.

Food and Drug Administration (“FDA”).

NJOY ACE , the principal e-vapor product of NJOY, is subject to an exclusion order and cease-and-desist orders issued by the U.S.

International Trade Commission (“ITC”) prohibiting the importation and sale of NJOY ACE in the United States, as further discussed in Note 18.

Contingencies to our consolidated financial statements in Item 8 (“Note 18”).

▪ Other tobacco products:

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Horizon is responsible for the U.S.

commercialization of current and future HTS products owned by either party and, upon authorization by the FDA of a pre-market tobacco application (“PMTA”), will become the exclusive entity through which the parties market and commercialize HTS products in the United States.

Upon PMTA authorization of Ploom HTS products, JTIUH will supply Ploom HTS devices and PM USA will manufacture Marlboro HTS consumables for U.S.

commercialization of current and future HTS products owned by either party and, upon authorization by the FDA, will become the exclusive entity through which the parties market and commercialize HTS products in the United States.

Upon FDA authorization of Ploom HTS products, JTIUH will supply Ploom HTS devices and PM USA will manufacture Marlboro HTS consumables for U.S.

commercialization.

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marketplace from the joint venture.

On April 30, 2024, we assigned the exclusive U.S.

commercialization rights to the IQOS Tobacco Heating System (“ IQOS System”) to Philip Morris International Inc.

(“PMI”) pursuant to the terms of a purchase agreement entered into with PMI in October 2022.

For further discussion of the agreement with PMI see Note 6.

Goodwill and Other Intangible Assets, net to our consolidated financial statements in Item 8 (“Note 6”).

▪ Distribution, Competition and Raw Materials:

Our tobacco subsidiaries sell their tobacco products principally to wholesalers (including distributors) and large retail organizations, including chain stores.

The market for tobacco products is highly competitive, characterized by brand recognition and loyalty, with product quality, taste, price, product innovation, marketing, packaging and distribution constituting the significant methods of competition.

The market for tobacco products is highly competitive, characterized by brand recognition and loyalty, with product quality, taste, price, product innovation, marketing, packaging, distribution and promotional activities constituting the significant methods of competition.

Promotional activities include, in certain instances and where permitted by law, allowances, the distribution of incentive items, price promotions, product promotions, coupons and other discounts.

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PM USA also purchases a portion of its tobacco requirements through leaf merchants.

USSTC purchases dark fire-cured, dark air-cured and burley leaf tobaccos from domestic tobacco growers under a contract growing program.

Under the terms of this program, USSTC agrees to purchase the amount of tobacco specified in the grower contracts that meets USSTC’s grade and quality standards.

Middleton purchases burley, dark air-cured and flue-cured leaf tobaccos through leaf merchants.

Middleton does not have a contract growing program.

USSTC purchases dark fire-cured, dark air-cured and burley leaf tobaccos from domestic tobacco growers under a contract growing program.

Under the terms of this program, USSTC agrees to purchase the amount of tobacco specified in the grower contracts that meets USSTC’s grade and quality standards.

Helix, through an affiliate, and NJOY purchase tobacco-derived nicotine materials from suppliers and believe their suppliers can satisfy current and anticipated future production requirements.

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For a discussion of our largest customers, including their percentages of our consolidated net revenues for the years ended December 31, 2025, 2024 and 2023, see Note 15.

Segment Reporting to our consolidated financial statements in Item 8 (“Note 15”).

▪ Executive Officers of Altria:

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We believe culture influences employee actions and decision making.

This is why we dedicate resources to promoting a vibrant, inclusive workplace;

This is why we dedicate resources to promoting an engaging workplace;

attracting, developing, retaining and deploying talented employees to build a high-performing and diverse talent pipeline;

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Our Human Resources department is responsible for managing employment-related matters, including recruiting and hiring, onboarding, compensation and benefits design and implementation, performance management, career management and succession planning and professional and learning development.

Our inclusion, diversity and equity efforts are managed by our Corporate Citizenship department.

Our Board of Directors (“Board of Directors” or “Board”) and the Compensation and Talent Development Committee provide oversight of human capital matters, including reviewing initiatives and programs related to corporate culture and enterprise-wide talent development.

“Supporting our People and our Communities” is one of our Responsibility Focus Areas, which includes two goals related to developing a high-performing and diverse talent pipeline:

(i) enhance the diversity of our organization and leadership teams while building an inclusive and equitable culture;

and (ii) build employee capability and well-being to succeed in uncertain and rapidly changing environments.

One of our core Responsibility Focus Areas revolves around our people as we are focused on our employees’ safety, wellbeing and opportunity.

We invest in our people to support their development while creating a safe and empowering environment where we believe our employees can thrive.

We regularly report specific goals and progress metrics related to these efforts on our website (www.altria.com).

Compensation and Benefits

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In addition to cash and equity compensation, we offer generous employee benefits such as significant company contributions to deferred profit sharing plans, consumer-driven health plan coverage, vacation and holiday pay, disability and life insurance.

We also offer up to 12 weeks paid family leave to bond with a newborn child, the placement of a child for adoption or foster care, or to care for a family member who has a serious health condition.

We also offer up to 12 weeks of paid family leave to bond with a newborn child, the placement of a child for adoption or foster care, or to care for a family member who has a serious health condition.

Our benefits also include physical, emotional and financial wellness programs and family creation assistance benefits, such as reimbursement of surrogacy, adoption assistance and doula expenses.

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We are focused on identifying the most qualified talent and investing in leader and employee development to build a diverse talent pipeline prepared and willing to lead at every level.

Additionally, we are dedicated to being an inclusive place to work for all employees, regardless of personal background or work function.

Additionally, we are dedicated to being an engaging place to work for all employees, regardless of personal background or work function.

We recognize the critical importance of these efforts toward pursuing our Vision and believe in the value of a workforce composed of a broad and diverse spectrum of backgrounds, skills, experiences and cultures.

Our salaried entry-level recruitment efforts focus on building relationships with university students, internship opportunities and partnerships with organizations that support a broad range of students.

We complement these recruiting efforts with hiring experienced employees with demonstrated skills and/or leadership capabilities.

Our salaried entry-level recruitment efforts include building relationships with university students, internship opportunities and partnerships with organizations that support a broad range of students.

We also hire experienced employees with demonstrated skills and/or leadership capabilities.

To help our employees succeed in their roles and develop in their careers, we emphasize ongoing training and leadership development opportunities.

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We regularly conduct confidential employee engagement surveys to seek feedback on a variety of topics, including employee satisfaction, support from leadership, corporate culture and culture of compliance.

In addition, in 2024, these quarterly employee surveys sought feedback on topics such as workplace flexibility, workload, inclusion, equal opportunity, development opportunities, management support, compliance and understanding of business strategy.

In addition, in 2025, these quarterly employee surveys sought feedback on topics such as employee engagement, inclusion, equal opportunity, compliance, management support, modernization efforts and employees’ understanding and belief in business strategy and organizational changes.

Survey results, including comparisons to prior results, are shared with our employees and our Board and are used to modify or enhance our human capital management programs.

We also monitor our progress toward building a diverse organization through various metrics, including comparisons to external benchmarks, and report workforce data annually.

We also monitor our progress toward building our organization through various metrics, including comparisons to external benchmarks, and report workforce data annually.

Our data-driven efforts focus on removing barriers to equal opportunity in compliance with applicable law.

Work Modernization

As part of our multi-phase Optimize & Accelerate initiative (“Initiative”), we plan to increase our organization’s speed, efficiency and effectiveness by centralizing work, outsourcing certain transactional tasks and streamlining, automating and standardizing processes.

Our Accelerated Business Solutions (“ABS”) organization will be responsible for driving efficiency and process improvement across our companies in partnership with external service providers.

We are implementing organizational design changes to support our enhanced business processes.

In addition, we are supporting the workforce with change management plans at the enterprise and function levels.

We announced a multi-phase Optimize & Accelerate initiative (“Initiative”) in October 2024 designed to enhance organizational speed, efficiency and effectiveness.

The Initiative includes centralizing work, outsourcing certain transactional activities and streamlining, automating and standardizing processes across the enterprise.

We are realizing process efficiencies, improving task turnaround times through centralized and automated workflows and enhancing process effectiveness.

Our Accelerated Business Solutions organization is assisting with sustaining these improvements and driving further efficiency and process optimization by using technology and through collaboration with external service providers.

To support these enhanced business processes, we are implementing technology solutions, organizational design changes and deploying enterprise-wide and function-specific change management programs to facilitate workforce adoption.

For additional information, see Our Business in Item 7.

Workplace Safety

Our goal is for every employee to experience an injury-free career, which is supported by our Safety Management System (“SMS”).

We strive for continuous improvement in our employee safety program through SMS infrastructure.

Our goal is for every employee to experience an injury-free career, which is supported by our Safety Management System.

We strive for continuous improvement in our employee safety program through Safety Management System infrastructure.

Our Occupational Safety and Health Administration recordable injury rate for 2025 was 1.7 % (versus 1.8% for 2024) and remains below the benchmark for companies in the U.S.

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Supply Chain Human Capital Matters

We support efforts to address human capital concerns in the tobacco supply chain.

For example, in our domestic tobacco supply chain, in 2024, all of our domestic tobacco growers participated in the Good Agricultural Practices Certification Program to assess growers’ compliance with practices related to labor management and all of our tobacco suppliers participated in the tobacco industry’s Sustainable Tobacco Program, which includes standards related to human and labor rights.

Our tobacco companies also establish contract terms and conditions with tobacco growers and leaf suppliers addressing child and forced labor and conduct social compliance audits at leaf supplier facilities in high-risk tobacco growing regions within the United States and internationally.

In addition, all suppliers of goods and services that maintain operations in high-risk countries are subject to social compliance audits of those operations.

More information about efforts discussed in this section can be found in our Corporate Responsibility Reports at www.altria.com/ under Responsibility.

We manage human capital risks across our global supply chain through a risk‑based due diligence approach focused on identifying and addressing potential labor‑related issues.

This approach includes supplier assessments, contractual requirements and targeted monitoring, with emphasis on higher‑risk geographies, sectors and categories.

Where applicable, we use industry-led initiatives, including the GAP Connections Program and the Sustainable Tobacco Program, to evaluate supplier practices against labor management and human rights standards.

Notably, in 2025, 100% of our leaf and nicotine suppliers participated in these programs, underscoring our commitment to upholding high standards throughout our supply network.

In addition, our Supplier Code of Conduct sets expectations for all suppliers, including prohibitions on child labor, forced labor and other human rights violations.

We conduct social compliance audits of select suppliers, prioritizing those in high‑risk regions, and require corrective actions when findings occur.

Suppliers operating in high‑risk countries are subject to enhanced due diligence and ongoing monitoring.

More information about efforts discussed in this section can be found in our Corporate Responsibility Reports on our website (www.altria.com).

▪ Intellectual Property:

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We and our subsidiaries (and former subsidiaries) are also subject to various federal, state and local laws and regulations concerning the discharge of materials into the environment, or otherwise related to environmental protection, including, in the United States:

the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act and the Comprehensive Environmental Response, Compensation and Liability Act (commonly known as “Superfund”), which can impose joint and several liability on each responsible

Altria and our former subsidiaries are involved in several matters subjecting them to potential costs of remediation and natural resource damages under Superfund or other laws and regulations.

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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.

What changed 10-K

Item 1. Business