9 unchanged sentences
Not applicable.
−Removed: Except for the information relating to the executive officers set forth in Item 10, the information called for by Items 10-14 is hereby incorporated by reference to our definitive proxy statement for use in connection with our Annual Meeting of Shareholders to be held on May 15, 2025 that is expected to be filed with the SEC on or about April 3, 2025 (“proxy statement”), and, except as indicated therein, made a part hereof.
+Added: Except for the information relating to the executive officers set forth in Item 10, the information called for by Items 10-14 is hereby incorporated by reference to our definitive proxy statement for use in connection with our 2026 Annual Meeting of Shareholders (“2026 Annual Meeting”) to be held on May 14, 2026 that is expected to be filed with the SEC on or about April 2, 2026 (“proxy statement”), and, except as indicated therein, made a part hereof.
Directors, Executive Officers and Corporate Governance.
3 unchanged sentences
Begley Executive Vice President and Chief Operating Officer 54
−Removed: Steven D’Ambrosia Vice President and Controller 58
Chief Executive Officer 55
2 unchanged sentences
Newman Senior Vice President, Chief Strategy & Growth Officer 48
+Added: Patterson Vice President and Controller 40
Whitaker Senior Vice President, Chief Human Resources Officer and Chief Compliance Officer
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, effective upon the conclusion of the 2026 Annual Meeting on May 14, 2026, Mr.
+Added: Gifford will retire as Chief Executive Officer and Mr.
+Added: Mancuso will become Chief Executive Officer.
+Added: Additionally, Ms.
+Added: Newman will become Executive Vice President and Chief Financial Officer, effective upon the conclusion of the 2026 Annual Meeting.
Insider Trading Policy
2 unchanged sentences
A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.
−Removed: T able of Contents
Codes of Conduct and Corporate Governance
32 unchanged sentences
Refer to “Audit Committee Matters - Independent Registered Public Accounting Firm’s Fees” and “Audit Committee Matters - Pre-Approval Policy” sections of our proxy statement.
−Removed: T able of Contents
Exhibits and Financial Statement Schedules.
25 unchanged sentences
4.1 Description of Altria Group, Inc.’s Registered Securities.
−Removed: Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022 (File No.
+Added: Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2025 (File No.
4.2 Indenture between Altria Group, Inc.
7 unchanged sentences
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.
−Removed: T able of Contents
10.1 Comprehensive Settlement Agreement and Release related to settlement of Mississippi health care cost recovery action, dated as of October 17, 1997.
30 unchanged sentences
Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on October 25, 2023 (File No.
+Added: 10.15 Extension Agreement, effective July 23, 2025, 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 July 23, 2025 (File No.
10.16 Benefit Equalization Plan, effective September 2, 1974, as amended.
6 unchanged sentences
Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for year ended December 31, 2018 (File No.
−Removed: T able of Contents
10.20 Form of Employee Grantor Trust Enrollment Agreement.
6 unchanged sentences
Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2022 (File No.
−Removed: 10.23 2015 Performance Incentive Plan, effective on May 1, 2015.
−Removed: Incorporated by reference to Altria Group, Inc.’s definitive proxy statement on Schedule 14A filed on April 9, 2015 (File No.
10.24 2020 Performance Incentive Plan.
−Removed: Incorporated by reference to Exhibit A to Altria Group, Inc.'s Definitive Proxy Statement on Schedule 14A filed on April 2, 2020, as amended by Altria Group, Inc.'s Supplement to Proxy Statement on Schedule 14A filed on April 17, 2020 (File No.
+Added: Incorporated by reference to Exhibit A to Altria Group, Inc.
+Added: ’ s Definitive Proxy Statement on Schedule 14A filed on April 2, 2020, as amended by Altria Group, Inc.'s Supplement to Proxy Statement on Schedule 14A filed on April 17, 2020 (File No.
10.25 Form of Indemnity Agreement.
Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on October 30, 2006 (File No.
−Removed: 10.26 Form of Restricted Stock Unit Agreement, dated as of February 26, 2019.
−Removed: Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2019 (File No.
10.26 Form of Restricted Stock Unit Agreement (2020).
18 unchanged sentences
Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2024 (File No.
+Added: 10.36 Deferred Fee Plan for Non-Employee Directors, as amended and restated effective October 29, 2025.*
+Added: 10.37 2025 Performance Incentive Plan.
+Added: Incorporated by reference to Exhibit A to Altria Group, Inc.’s Definitive Proxy Statement on Schedule 14A filed on April 3, 2025 (File No.
+Added: 10.38 2025 Stock Compensation Plan for Non-Employee Directors.
+Added: Incorporated by reference to Exhibit B to Altria Group, Inc.’s Definitive Proxy Statement on Schedule 14A filed on April 3, 2025 (File No.
+Added: 10.39 Form of Restricted Stock Unit Agreement (2025).
+Added: Incorporated by reference to Altria Gro up, Inc.
+Added: ’ s Quarterly Report on Form 10-Q for the period ended June 30, 2025 (File No.
+Added: 10.40 Form of Performance Stock Unit Agreement (2025).
+Added: Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2025 (File No.
10.41 Form of Executive Confidentiality and Non-Competition Agreement (October 2018).
7 unchanged sentences
Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022 (File No.
−Removed: T able of Contents
10.45 Form of Agreement and General Release (September 2019).
Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No.
−Removed: 10.42 United Kingdom Sub-Plan of the Altria Group, Inc.
−Removed: 2020 Performance Plan, as Amended.
−Removed: Incorporated by reference to the Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2024 (File No.
19 Insider trading policy.
14 unchanged sentences
99.2 Trial Schedule for Certain Cases.
−Removed: 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
−Removed: 101.SCH Inline XBRL Taxonomy Extension Schema.
−Removed: 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase.
−Removed: 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase.
−Removed: 101.LAB Inline XBRL Taxonomy Extension Label Linkbase.
−Removed: 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase.
+Added: 101 The following financial statements from the our Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL:
+Added: (i) Consolidated Statements of Cash Flows, (ii) Consolidated Statements of Earnings, (iii) Consolidated Statements of Comprehensive Earnings, (iv) Consolidated Balance Sheets, (v) Consolidated Statements of Stockholders’ Equity (Deficit), and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
12 unchanged sentences
(Salvatore Mancuso)
−Removed: Executive Vice President and Chief Financial Officer February 26, 2025
−Removed: /s/ STEVEN D’AMBROSIA
−Removed: (Steven D’Ambrosia)
+Added: Director, Executive Vice President and Chief Financial Officer February 25, 2026
Vice President and Controller February 25, 2026
6 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.