Cover and table of contents

10K characters. Original on sec.gov · Markdown

Cover and table of contents

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, 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, INC.

(Exact name of registrant as specified in its charter)

Virginia13-3260245
State or other jurisdiction of incorporation or organization(I.R.S. Employer Identification No.)
6601 West Broad Street,Richmond,Virginia23230
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code 804-274-2200

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolsName of each exchange on which registered
Common Stock, $0.33 1/3 par valueMONew York Stock Exchange
2.200% Notes due 2027MO27New York Stock Exchange
3.125% Notes due 2031MO31New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. þ Yes ¨ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes þ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerþAccelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes þ No

As of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $98 billion based on the closing sale price of the common stock as reported on the New York Stock Exchange.

ClassOutstanding at February 13, 2026
Common Stock, $0.33 1/3 par value1,671,898,087shares

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for use in connection with its annual meeting of shareholders to be held on May 14, 2026, to be filed with the U.S. Securities and Exchange Commission on or about April 2, 2026, are incorporated by reference into Part III hereof.
TABLE OF CONTENTS
Page
PART I
Item 1.Business1
Item 1A.Risk Factors5
Item 1B.Unresolved Staff Comments15
Item 1C.Cybersecurity15
Item 2.Properties17
Item 3.Legal Proceedings18
Item 4.Mine Safety Disclosures18
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities19
Item 6.[Reserved]20
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations20
Item 7A.Quantitative and Qualitative Disclosures About Market Risk51
Item 8.Financial Statements and Supplementary Data52
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure105
Item 9A.Controls and Procedures105
Item 9B.Other Information105
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections105
PART III
Item 10.Directors, Executive Officers and Corporate Governance105
Item 11.Executive Compensation106
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters106
Item 13.Certain Relationships and Related Transactions, and Director Independence106
Item 14.Principal Accountant Fees and Services106
PART IV
Item 15.Exhibits and Financial Statement Schedules107
Item 16.Form 10-K Summary110
Signatures111

Part I

Next: Item 1. Business.