Altria Group (MO) 10-K risk factor changes: FY2025 vs FY2024

We may be unsuccessful in anticipating and responding to changes in adult [removed: tobacco] [added: nicotine] consumer [removed: preferences and] purchase behavior, including as a result of difficult economic conditions, [added: and preferences, each of] which could have a material adverse effect on our business, results of operations, cash flows or financial position.

Our operating companies’ portfolios of [removed: tobacco] [added: nicotine] products are largely comprised of premium brands, such as *Marlboro*, *Copenhagen* and *Skoal*.

The willingness of adult [removed: tobacco] [added: nicotine] consumers to purchase premium brands is affected by macroeconomic conditions, including inflation and overall economic stability.

In periods of economic uncertainty and high inflation, we have observed that adult [removed: tobacco] [added: nicotine] consumers reduce consumption, purchase more discount brands and consider lower-priced [removed: tobacco] [added: nicotine] products, increasing the market share of competitive discount products.

In addition, as adult [removed: tobacco] [added: nicotine] consumer preferences evolve, consumers are increasingly moving across [removed: tobacco] [added: nicotine product] categories, including selecting different categories of [removed: tobacco] [added: nicotine] products than those they traditionally purchase and purchasing illicit flavored e-vapor [removed: products.]

For example, [removed: the inability of] [added: due to inflationary pressures and other adverse macroeconomic factors,] our operating companies [added: may be unable] to sufficiently increase the prices of their premium products to offset volume declines from consumers down-trading to lower-priced competitive brands or moving across [removed: tobacco categories could have a material adverse effect on our business, results of operations, cash flows or financial position and our ability to achieve our Vision.][added: nicotine product categories.]

[removed: Furthermore, our] [added: Our] ability to effectively respond to new and evolving adult [removed: tobacco] [added: nicotine] consumer purchase behavior catalyzed by challenging macroeconomic conditions and changes in adult [removed: tobacco] [added: nicotine] consumer preferences depends on our ability to promote brand equity successfully among our premium and discount brands and broaden our product portfolios across price-points and categories, including by bringing to market new and innovative [removed: tobacco] [added: nicotine] products that appeal to adult [removed: tobacco] [added: nicotine] consumers.

Our failure to do so or our failure to anticipate changing adult [removed: tobacco] [added: nicotine] consumer preferences, improve productivity or protect or enhance margins through cost savings and price increases, could have a material adverse effect on our business, results of operations, cash flows or financial position.

We face significant competition, [added: including from the growth of innovative nicotine products,] and our failure to compete effectively could have a material adverse effect on our business, results of operations, cash flows or financial position and our ability to achieve our Vision.

In addition, as adult [removed: tobacco] [added: nicotine] consumer preferences evolve, consumers are increasingly moving across [removed: tobacco] [added: nicotine product] categories.

The growth of innovative [removed: tobacco] [added: nicotine] products, including legal and illicit e-vapor products and oral nicotine pouches, has contributed to reductions in the consumption levels and industry sales volumes of cigarettes and other tobacco products, including MST products.

Furthermore, the proliferation of illicit flavored disposable e-vapor products has negatively impacted the growth of [removed: pod-based] [added: FDA-authorized] e-vapor products, including [removed: *NJOY*.][added: NJOY’s products.]

If we are unable to compete effectively in innovative [removed: tobacco] [added: nicotine] product categories, including through internal product development, *on!* oral nicotine pouch products, *NJOY* e-vapor products, our participation in [removed: Horizon, other potential future partnerships with Japan Tobacco] [added: Horizon] and [added: other] potential future relationships and investments, such inability could have a material adverse impact on our business, results of operations, cash flows or financial position and our ability to achieve our Vision.

The competitive environments in which our operating companies compete and our operating companies’ competitive positions can be significantly [removed: influenced] [added: impacted] by the price differentials between premium and discount brands.

PM USA faces competition from lower-priced brands sold by certain [removed: United States] [added: domestic] and foreign manufacturers that have cost advantages because they are not parties to settlements of certain healthcare cost recovery litigation in the United States and, as such, are not required to make annual settlement payments as required by the parties to the settlements.

Additional [added: price] competition has resulted from diversion into the United States market of cigarettes intended for sale outside the United States, diversion of tobacco products intended for sale in one taxing jurisdiction within the United States into another taxing jurisdiction, the sale of counterfeit cigarettes by third parties, the sale of cigarettes by third parties over the Internet and by other means designed to avoid collection of applicable taxes and imports of foreign lower-priced brands.

Our failure to compete [removed: with lower-priced brands and counter] [added: effectively, including as a result of litigation settlement obligations,] the impacts of illicit trade in [removed: tobacco products] [added: nicotine products, the price differentials between premium and discount brands and our inability to realize available tax advantages,] could have a material adverse effect on our business, results of operations, cash flows or financial position.

We may be unsuccessful in commercializing innovative products, including [removed: tobacco] [added: nicotine] products with reduced health risks relative to certain other [removed: tobacco] [added: nicotine] products and that appeal to adult [removed: tobacco] [added: nicotine] consumers, which may have a material adverse effect on our business, results of operations, cash flows or financial position and our ability to achieve our Vision.

We have growth strategies involving innovative products that may have reduced health risks relative to certain other [removed: tobacco] [added: nicotine] products, while continuing to offer adult [removed: tobacco] [added: nicotine] consumers (within and outside the United States) products that meet their taste expectations and evolving preferences.

[removed: For example, in January 2025, in] [added: In] a patent lawsuit adjudicated before the [removed: U.S. International Trade Commission (“ITC”),] [added: ITC,] the ITC imposed bans on the importation of *NJOY ACE* into the United States and [removed: the] [added: our] sale and marketing of *NJOY ACE* products previously imported into the United States.

These factors include (i) receipt of regulatory authorizations, (ii) prevailing economic, market, regulatory or business conditions, or changes in such conditions, negatively affecting the [removed: parties or their plans for future collaboration and partnerships,] [added: parties,] (iii) changes in market or other conditions resulting in unanticipated delays in the design and development of future products or the commencement of test launches, (iv) the outcome of any legal proceedings or investigations that may be instituted against the parties or others related to the joint venture, (v) changes in the preferences of U.S. adult [removed: tobacco consumers,] [added: nicotine consumers and] (vi) the failure to meet commercialization [removed: milestones and (vii) the ability of the parties to enter into future partnerships on terms acceptable to both parties and in the expected manner or timeframe, if at all.][added: milestones.]

Such factors could have a negative effect on [added: the success of Horizon and any future collaboration or partnership between the parties, which could impact] our ability to generate new revenue streams and enter new geographic markets.

[removed: Lengthy and] [added: For example,] unpredictable [added: and lengthy] regulatory review periods complicate efforts to strategize and plan with respect to commercialization of new products, and we cannot predict or influence the speed with which the FDA reviews PMTAs.

[removed: For example, a] [added: A] protracted FDA review of one of our operating companies’ PMTAs would allow competitive products already on the market to establish market share, brand recognition and adult [removed: tobacco] [added: nicotine] consumer loyalty in the absence of competition from our product.

If we do not succeed in commercializing innovative [removed: tobacco] [added: nicotine] products that appeal to adult [removed: tobacco] [added: nicotine] consumers or we fail to obtain or maintain regulatory authorization for the marketing or sale of these products, including with claims of reduced health risks, we could be at a competitive disadvantage, which could have a material adverse effect on our business, results of operations, cash flows or financial position and our ability to achieve our Vision.

Our inability to successfully counter the effects of illicit trade in [removed: tobacco] [added: nicotine] products, including e-vapor products, could have a material adverse effect on our business, results of operations, cash flows or financial position and our ability to achieve our Vision.

Illicit trade in [removed: tobacco] [added: nicotine] products has had, and could continue to have, an adverse impact on our business, including the sales volumes and market shares of our operating companies’ innovative and smoke-free products and traditional tobacco products.

Illicit trade [added: in nicotine products] can take many forms, including the sale of counterfeit [removed: tobacco] products; the sale of [removed: tobacco] products that do not comply with the FSPTCA and FDA regulations; the sale of [removed: tobacco] products in the United States that are intended for sale outside the country; the sale of untaxed [removed: tobacco] products over the Internet and by other means designed to avoid the collection of applicable taxes; and the diversion into one taxing jurisdiction of [removed: tobacco] products intended for sale in another jurisdiction.

Counterfeit versions of our operating companies’ products can negatively affect adult [removed: tobacco] [added: nicotine] consumer experiences with and opinions of those brands as well as other stakeholders’ perceptions and opinions of our companies and brands.

Illicit trade in [removed: tobacco] [added: nicotine] products also harms law-abiding wholesalers and retailers by depriving them of lawful sales and undermines the significant investment we have made in legitimate distribution channels.

Moreover, illicit trade in [removed: tobacco] [added: nicotine] products results in federal, state and local governments losing tax revenues.

Losses in tax revenues can cause such governments to take various actions, including increasing excise taxes, imposing legislative or regulatory requirements, or asserting claims against manufacturers of [removed: tobacco] [added: nicotine] products or members of the trade channels through which such [removed: tobacco] [added: nicotine] products are legally distributed and sold, each of which could have an adverse effect on our business, results of operations, cash flows or financial position.

The impacts of this dynamic include declines in [removed: pod-based] [added: FDA-authorized] e-vapor product volume and increased cross-category movement among adult cigarette smokers that has contributed to [removed: higher than expected] domestic cigarette industry volume declines.

Recent enforcement actions by regulatory agencies have not had a material impact in curbing the proliferation and sale of illicit [added: flavored] disposable e-vapor products.

We also have taken legal action to protect our [removed: lawful] e-vapor business, which exposes us to additional costs and expenses.

Failure to complete or manage strategic transactions, including acquisitions, dispositions, joint ventures and [added: commercial relationships with and] investments in third parties, or realize the anticipated benefits of such transactions, could have a material adverse effect on our business, financial position and our ability to achieve our Vision.

We regularly evaluate potential strategic transactions, including acquisitions, dispositions, joint ventures and [added: commercial relationships with and] investments in third parties.

Following the completion of a [removed: transaction] [added: transaction,] there may be certain financial, managerial, staffing and talent and operational risks, including diversion of management’s attention from existing core businesses, difficulties integrating other businesses into existing operations and [removed: other challenges presented by a transaction]

We may not be able to enter into attractive business relationships or execute and complete strategic transactions on favorable terms or at [removed: all, and any such relationships or transactions may not improve our competitive position or have the intended financial outcomes.][added: all.]

For example, our former investment in JUUL [added: Labs, Inc. (“JUUL”)] did not result in and, to date, our investment in Cronos has not, resulted in the economic and competitive advantages expected at the time the investments were made.

This inability to increase product prices could have a material adverse effect on our business, results of operations, cash flows or financial position and our ability to achieve our Vision.

products.

These evolving preferences have primarily resulted in domestic cigarette industry volume declines, which have negatively impacted our business.

Tobacco products imported to the United States are subject to the same federal excise tax as those manufactured domestically.

Manufacturers of tobacco products imported to the United States can receive refunds of certain duties, taxes and fees paid on those products when offsetting volumes of the same or substantially similar products are subsequently exported out of the United States.

The program that allows for these refunds is referred to as “duty drawback.” If PM USA is unable to realize duty drawback to the same extent as other manufacturers, we may be at a competitive disadvantage with respect to our ability to invest in the long-term growth of our core tobacco businesses and contribute to the strategic growth of our innovative nicotine product portfolio.

For example, in the first quarter of 2026, we commercialized *on!

PLUS* oral nicotine pouch products, and we have plans to commercialize additional *on!* and NJOY products.

We have appealed these bans to the U.S. Court of Appeals for the Federal Circuit, but the bans will remain in effect during the pendency of the appeal.

Our operating companies may decide to commercialize products that have not received marketing granted orders from the FDA if the operating company submitted a PMTA with respect to any such product in compliance with the FSPTCA and the FDA failed to issue a marketing order within the statutory review period.

It is possible that the FDA may bring an enforcement action relating to commercialized products for which a PMTA has been pending longer than the statutory review period.

other challenges.

Any such relationships or transactions may not improve our competitive position or have the intended financial outcomes and may subject us to increased legal risk, including with respect to intellectual property infringement or breach of contract claims.

We may not be able to realize the expected benefits of our acquisition of NJOY Holdings, Inc. (“NJOY Transaction”) in the expected manner or timeframe, if at all, including due to the ITC exclusion order and cease-and-desist orders prohibiting the importation and sale of *NJOY ACE* in the United States.

In 2025, we recorded impairments of the value of the goodwill and other intangible assets within our e-vapor reporting unit as a result of these orders and our expectation that effective enforcement against illicit flavored disposable e-vapor products would occur more gradually than initially anticipated.

PM USA imports cigarettes manufactured outside the United States for sale domestically, and PM USA has entered into strategic commercial relationships to manufacture cigarettes in the United States for export to third parties for sale in international markets.

If PM USA is unable to maintain, expand upon or enter into new relationships of this type, it may hinder PM USA’s ability to increase the efficiency of its cigarette manufacturing operations, develop capabilities needed to comply with various international product and other standards and invest in the long-term growth of our core tobacco businesses and the strategic growth of our innovative nicotine product portfolio.

finished product, raw materials and component parts and services in a timely manner or at all.

In 2025, we recorded impairments of the values of the goodwill and other intangible assets within our e-vapor reporting unit as a result of the ITC exclusion order and cease-and-desist orders prohibiting the importation and sale of *NJOY ACE* into the United States and our expectation that effective enforcement against illicit flavored disposable e-vapor products would occur more gradually than initially anticipated.

If we experience unfavorable outcomes with respect to litigation proceedings (including actions alleging patent infringement), the discount rate used to estimate the fair values of the goodwill and other intangible assets within our e-vapor reporting unit increases or any of the judgments or assumptions we made regarding the future state of the e-vapor category and NJOY’s business fail to materialize, we could record additional non-cash impairments of our e-vapor reporting unit goodwill in future periods.

The judgments and assumptions we made regarding the future state of the e-vapor category and NJOY’s business include the (i) timing and extent of effective enforcement against illicit flavored disposable e-vapor products; (ii) timing and likelihood of regulatory authorizations of e-vapor products, including of NJOY’s products; (iii) timing of the commercialization of NJOY e-vapor products in the United States; (iv) long-term growth of the e-vapor category; and (v) conversion rates of illicit flavored disposable e-vapor consumers to FDA-authorized e-vapor products and, specifically, NJOY’s e-vapor products.

Fair value calculations are sensitive to changes in these judgments and assumptions, some of which relate to broader macroeconomic conditions and governmental actions outside of our control.

In October 2024, we announced the multi-phase Initiative, which is 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.

Similar issues may subject us to liability with respect to products our operating companies manufacture for third parties under contract manufacturing agreements.

We have appealed the ban on the importation into the United States and our sale and marketing of *NJOY ACE*, but the bans will remain in place during the pendency of the appeal.

JUUL has filed similar actions in the U.S. District Court for the District of Arizona and with the ITC alleging patent infringement based on our sale of *NJOY Daily* in the United States.

Corrupt Practices Act and other laws prohibiting bribery and corruption.

Changes to federal or state tax laws or challenges to one or more of our positions with respect to those laws, including with respect to the availability of duty drawback, which allows manufacturers to receive refunds of certain duties, taxes and fees paid on imported tobacco products when offsetting volumes of those products or substantially similar products are subsequently exported, could give rise to additional liabilities (including interest and potential penalties) or reduce the amount of duties, taxes and fees paid by our operating companies for which refunds are available.

We can provide no guarantee that any investments or safeguards will protect our information systems and data from all threats.

additional jurisdictions adopt similar regulations.

The primary impacts of these conditions include higher than expected domestic cigarette industry volume declines and declines in pod-based product volume within the e-vapor category, which have negatively impacted our business.

Competition may also result from tax advantages available to companies with significant imports and exports of finished goods.

For example, we have plans to commercialize next generation *on!* and NJOY products once regulatory authorizations are received.

The ITC’s decision to impose these restrictions is currently under a 60-day review by the Office of the U.S. Trade Representative, which could approve or

reject the ITC’s decision.

If the Office of the U.S. Trade Representative does not reject the ITC’s decision, the restrictions will take effect on March 31, 2025 or earlier if the Trade Representative notifies the ITC of approval before the 60 days elapse.

that does not achieve anticipated sales levels and profitability.

If the ban on the importation into the United States and the sale and marketing of *NJOY ACE* becomes effective, it could have a material adverse effect on our ability to realize the anticipated benefits of the NJOY Transaction.

Additional taxes and limitations on the use of certain

We monitor several factors that could impact the carrying value of our e-vapor reporting unit’s goodwill and related definite-lived intangible assets.

Increasing sales of illicit flavored disposable e-vapor products and the lack of meaningful enforcement against these products have negatively impacted the volume growth of NJOY’s pod-based e-vapor products.

If the bans on the importation into the United States and the sale and marketing of *NJOY ACE* become effective or continued illicit e-vapor product sales or other factors result in a significantly unfavorable long-term outlook for NJOY’s volume growth rates versus our projections used to estimate the fair value, either development could result in a non-cash impairment of our e-vapor reporting unit’s goodwill or related definite-lived intangible assets, or both, in future periods.

In October 2024, we announced the multi-phase Initiative, through which we plan to increase our organization’s speed, efficiency and effectiveness by centralizing work, outsourcing certain transactional tasks and streamlining, automating and standardizing processes.

interruptions.

In a patent lawsuit adjudicated before the ITC, the ITC banned the importation of *IQOS* devices, *Marlboro HeatSticks* and component parts into the United States and the sale and marketing of any such products previously imported into the United States.

USA removed the *IQOS* devices, *Marlboro HeatSticks* and any infringing components from the marketplace.

We assigned the U.S. commercialization rights to the *IQOS* System to PMI in April 2024.

In a separate patent lawsuit brought by JUUL, the ITC imposed similar restrictions on *NJOY ACE*.

predict or influence the speed with which the FDA reviews PMTAs.

A protracted FDA review of one of our operating companies’ PMTAs would allow competitive products already on the market to establish market share, brand recognition and adult tobacco consumer loyalty in the absence of competition from our product.

climate change and environmental sustainability matters.

There is also increased focus, including by governmental and non-governmental organizations, investors, trade customers, consumers, our employees and others, on environmental, social and governance matters.

Our safeguards include employee training, testing and auditing

2020 and did not pay its interim 2020 dividend that would have been paid in the fourth quarter of 2020, which resulted in a reduction of cash dividends we received from ABI.

[removed: The] [added: *The] following [removed: discussion] [added: Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)] should be read in conjunction with the other sections of this Form 10-K, including our consolidated financial statements and related notes contained in Item 8, and the discussion of risk factors that may affect future results in Item 1A.

[removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)] [added: MD&A] in our [removed: 2023] [added: 2024] Annual Report on Form 10-K for management’s discussion and analysis of financial condition and results of operations for the year ended December 31, [removed: 2023] [added: 2024] compared to the year ended December 31, [removed: 2022,] [added: 2023,] which we filed with the SEC on February [removed: 27, 2024] [added: 26, 2025] and is incorporated by reference into this Form [removed: 10-K.][added: 10-K.*]

In smoke-free products, we own USSTC, the leading global MST manufacturer, Helix, a leading manufacturer of oral nicotine pouches, and NJOY, an e-vapor manufacturer with [removed: a commercialized product portfolio fully] [added: products] covered by MGOs from the FDA.

*▪*Deliver a mid-single digits adjusted diluted EPS compounded annual growth rate [added: (“CAGR”)] in 2028 from a [removed: $4.84] [added: $4.87] base in [removed: 2022] [added: 2022, which has been recast as described in *Non-GAAP Financial Measures* below] (for our progress through [removed: 2024,] [added: 2025,] see *Consolidated Results of Operations*);

[removed: We anticipate providing updated U.S.] [added: *▪*Due to ongoing market disruption caused by illicit e-vapor products that have evaded the regulatory process, we continue to reassess our] smoke-free goals [added: and expect to provide updated goals] when we have more clarity on how the legitimate e-vapor market may evolve.

[removed: The] [added: These] cumulative cost savings exclude our estimated [removed: total] pre-tax charges for the [removed: Initiative’s initial phases] [added: Initiative] of approximately [removed: $100 million to] [added: $175 million, updated from our prior estimate of approximately] $125 million, [added: as a result of finalizing the plans for all phases of the Initiative,] which we [removed: will] treat as special items and exclude from our adjusted diluted EPS.

For further discussion of the Initiative, see Note [removed: 7.][added: 5.]

[removed: *Asset Impairment, Exit] [added: | Asset impairment, exit] and [removed: Implementation Costs* to our consolidated financial statements in Item 8 (“Note 7”).][added: implementation costs | | | 49 | | | | | | 60 | | | | | | | | |]

In this [removed: MD&A section,] [added: section of the MD&A,] we discuss [added: certain] factors that have impacted our businesses as of the date of this Form 10-K.

[removed: We focus in] [added: In] this [removed: *Trends and Developments* section] [added: section, we focus] on the discretionary income pressures on adult [removed: tobacco] [added: nicotine] consumers, [added: tariffs, evolving consumer preferences and] illicit flavored disposable e-vapor [removed: products and recent regulatory and executive actions and their effects or potential effects on our businesses.][added: products.]

In response to the proliferation of illicit [added: flavored] disposable e-vapor products, states and the federal government [removed: took] [added: have taken] various regulatory and enforcement [removed: actions throughout the year in 2024, but these actions have failed to curb this trend.][added: actions.]

Additionally, we continue to see increased illicit activity across multiple [removed: tobacco] [added: nicotine] categories, including nicotine pouch products and cigarettes.

[removed: In addition,] [added: ▪*Nicotine] in [added: Cigarettes and Other Combustible Tobacco Products*: In] January 2025, the FDA proposed a tobacco product standard that would establish a maximum nicotine level in cigarettes and certain other combustible tobacco products [added: (including little cigars, cigarillos and most large cigars)] significantly lower than the average concentration in these products [added: currently] on the market [removed: today] with the aim of making such products minimally or non-addictive.

[removed: See Note 8 for] [added: For] additional information [removed: on our investment in ABI.][added: see Note 16.]

[removed: While the growth of illicit flavored disposable e-vapor products has caused us to reassess certain of our 2028 Goals, we] [added: We] do not believe the trends and developments discussed above have materially impacted our ability to achieve our Vision.

The changes in net earnings and diluted EPS for the year ended December 31, [removed: 2024,] [added: 2025,] from the year ended December 31, [removed: 2023,] [added: 2024,] were due primarily to the following:

| [removed: For] [added: | | | For] the [removed: year ended] [added: Year Ended] December 31, [removed: 2023] [added: 2025] | | | [removed: $] | [removed: 8,130] | | | | | [removed: $] | [removed: 4.57] | | [added: | | |]

| [removed: 2023] NPM Adjustment Items | | | [removed: (38)] [added: (24)] | | | [added: —] | | | [removed: (0.02)] [added: —] | | | [added: — | | | (24) | | |]

| [removed: 2023 Acquisition, disposition] [added: Acquisition] and [removed: integration-related] [added: disposition-related] items | | | [removed: 26] [added: —] | | | [added: —] | | | [removed: 0.01] [added: 67] | | | [added: — | | | 67 | | |]

| [removed: 2023] Tobacco and health and certain other litigation items | | | [removed: 323] [added: 55] | | | [added: —] | | | [removed: 0.18] [added: —] | | | [added: — | | | 55 | | |]

| [removed: 2023] ABI-related special items | | | [removed: 70] | | | [added: 2] | | | [removed: 0.03] [added: —] | | | [added: 2 | | | — | | |]

| [removed: 2023] Cronos-related special items | | | [removed: 29] | | | [added: (5)] | | | [removed: 0.02] [added: —] | | | [added: (5) | | | — | | |]

| [removed: 2023] Income tax items | | | [removed: 32] | | | [added: —] | | | [removed: 0.02] [added: (5)] | | | [added: 5 | | | — | | |]

| 2024 NPM Adjustment Items | | | [removed: 20] [added: (20)] | | | | | | [removed: 0.01] [added: (0.01)] | | |

| 2024 [removed: Acquisition, disposition] [added: Acquisition] and [removed: integration-related] [added: disposition-related] items | | | [removed: 1,862] [added: (1,862)] | | | | | | [removed: 1.08] [added: (1.08)] | | |

| 2024 Asset impairment, exit and implementation costs | | | [removed: (315)] [added: 315] | | | | | | [removed: (0.18)] [added: 0.18] | | |

| 2024 Tobacco and health and certain other litigation items | | | [removed: (76)] [added: 76] | | | | | | [removed: (0.04)] [added: 0.04] | | |

| 2024 ABI-related special items | | | [removed: (2)] [added: 2] | | | | | | [removed: —] [added: —] | | |

| 2024 Cronos-related special items | | | [removed: (15)] [added: 15] | | | | | | [removed: (0.01)] [added: 0.01] | | |

| 2024 Income tax items | | | [removed: 969] [added: (969)] | | | | | | [removed: 0.56] [added: (0.56)] | | |

| Subtotal 2024 special items [added: (1)] | | | [removed: 2,443] [added: (2,328)] | | | | | | [removed: 1.42] [added: (1.35)] | | |

| Fewer shares outstanding | | | — | | | | | | [removed: 0.17] [added: 0.11] | | |

| Change in tax rate | | | [removed: 47] [added: 119] | | | | | | [removed: 0.03] [added: 0.07] | | |

| For the year ended December 31, 2024 | | | [removed: $] [added: $] | [removed: 11,264] [added: 11,264] | | | | | [removed: $] [added: $] | [removed: 6.54] [added: 6.54] | |

| 2024 Reported Net Earnings | | | [removed: $] [added: $] | [removed: 11,264] [added: 11,264] | | | | | [removed: $] [added: $] | [removed: 6.54] [added: 6.54] | |

| 2024 Adjusted Net Earnings and Adjusted Diluted EPS | | | [removed: $] [added: $] | [removed: 8,821] [added: 8,936] | | | | | [removed: $] [added: $] | [removed: 5.12] [added: 5.19] | |

| [removed: 2023] [added: 2025] Adjusted Net Earnings and Adjusted Diluted EPS | | | [removed: $] [added: $] | [removed: 8,822] [added: 9,148] | | | | | [removed: $] [added: $] | [removed: 4.95] [added: 5.42] | |

▪Operations: The [removed: decrease] [added: increase] of [removed: $48] [added: $93] million in operations (which excludes the impact of special items shown in the table above) was due primarily to [removed: lower OCI and] [added: higher OCI, partially offset by] lower net periodic benefit income, excluding service [removed: cost.][added: cost and higher interest and other debt expense, net.]

Our 2028 Goals include delivering a mid-single digits adjusted diluted EPS [removed: compounded annual growth rate (“CAGR”)] [added: CAGR] in 2028 from a [removed: $4.84] [added: $4.87 (1)] base in 2022.

Our calculation of progress towards this goal through [removed: 2024] [added: 2025] is as follows:

All references to “Notes” in this MD&A are to Notes to our consolidated financial statements in Item 8.

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.

We remain steadfast in our commitment to our Vision and to building a portfolio of FDA-authorized smoke-free products for adult smokers and adult nicotine consumers currently using smoke-free products.

In 2025, we began modernizing our ways of working, which enabled increased speed, efficiency and effectiveness across the organization.

We are now adding the final phases of the Initiative and continue to expect to deliver cumulative savings of at least $600 million by the end of 2029.

We continue to plan to reinvest these savings in our businesses in support of our Vision and 2028 Goals.

*Exit and Implementation Costs* (“Note 5”).

Other trends and developments are discussed elsewhere in this MD&A.

Throughout 2025, U.S. adult nicotine consumers faced persistent inflationary pressures on discretionary income, with lower-income consumers particularly affected.

Inflation remained above the Federal Reserve’s 2% target, and elevated prices for essentials such as groceries and housing continued to constrain spending, prompting many low-income earners to cut back and rely more heavily on credit.

Gas prices trended downward as expected, with the most notable improvement seen in December when the average price fell to $2.89 per gallon, bringing the average in the fourth quarter of 2025 to approximately $3.00 per gallon.

Meanwhile, tariffs introduced earlier in the year steadily increased over recent months, weighing on consumer confidence and adding headwinds to discretionary spending.

While we have not observed a material impact on adult nicotine consumer purchasing behavior as a result of tariffs, we continue to closely monitor the additional pressure that tariff-related price increases may exert.

In addition, we are monitoring other effects of tariffs on our businesses, including the price, availability and quality of tobacco, raw materials, ingredients and component parts used to manufacture our operating companies’ products.

We do not expect tariffs to have a material impact on our costs in 2026 based on presently available information.

Overall discretionary income pressures on adult nicotine consumers have resulted in increased discount brand share performance and continued to contribute to evolving adult nicotine consumer preferences, each of which has negatively impacted the sales volumes of our operating companies’ premium brands.

innovative nicotine products, such as e-vapor products and oral nicotine pouches.

When adjusted for trade inventory movements, smokeable products segment’s domestic cigarette shipment volume declined by an estimated 7% in the fourth quarter of 2025 versus the fourth quarter of 2024.

In the third quarter of 2025, we estimated the industry decline rate to be 8% versus the third quarter of 2024.

We believe that the 1.5 percentage points reduction in the domestic cigarette industry volume decline rate in the current quarter was primarily due to illicit flavored disposable e-vapor product growth moderating slightly in 2025 as compared to the prior year.

We have closely monitored this trend and its impact on cigarette industry decline rates.

Based on our latest data, we are updating our cigarette category volume decomposition.

We now estimate that cross-category movement, primarily driven by illicit flavored disposable e-vapor products, contributed approximately 2% to 3% to the cigarette industry volume decline during 2025 versus our prior estimate of approximately 3% to 4%.

Flavored disposable e-vapor products have continued driving growth in the e-vapor category.

We estimate that flavored disposable e-vapor products, the majority of which we believe have evaded the regulatory process, represent approximately 70% of the e-vapor category.

For example, the FDA and U.S. Customs and Border Protection have made it more difficult to import properly declared illicit e-vapor products, seized unauthorized e-vapor products and issued warning letters to importers.

We expect that effective enforcement against illicit flavored disposable e-vapor products will occur more gradually than initially anticipated.

As a result, in connection with the preparation of our financial statements for the year ended December 31, 2025, we recorded non-cash impairments of our e-vapor reporting unit goodwill and definite-lived intangible assets.

*Goodwill and Other Intangible Assets, net.* (“Note 4”).

Throughout 2024 and 2025, traditional tobacco retailers began to carry various synthetic oral nicotine pouch products.

We continue to track the overall dynamics across multiple nicotine categories as well as competitive threats to our brands.

With the exception of the impact of illicit flavored disposable e-vapor products on NJOY, the trends and developments above have not had a material adverse impact on our results of operations, cash flows or financial position.

| 2024 Amortization of intangibles | | | 115 | | | | | | 0.07 | | |

| 2025 Acquisition and disposition-related items | | | (66) | | | | | | (0.04) | | |

| 2025 Amortization of intangibles | | | (110) | | | | | | (0.06) | | |

| Subtotal 2025 special items | | | (2,201) | | | | | | (1.30) | | |

| Operations | | | 93 | | | | | | 0.05 | | |

| 2025 Reported Net Earnings | | | $ | 6,947 | | | | | $ | 4.12 | |

| % Change | | | (38.3) | | % | | | | (37.0) | | % |

| % Change | | | 2.4 | | % | | | | 4.4 | | % |

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

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.

[T](#i2c689391ff9c4336995f9f220a67d6e5_10)[able](#i2c689391ff9c4336995f9f220a67d6e5_10) [of](#i2c689391ff9c4336995f9f220a67d6e5_10) [Contents](#i2c689391ff9c4336995f9f220a67d6e5_10)

*▪*Grow U.S. smoke-free volumes by at least 35% from our 2022 base of 800 million units by 2028 (see *Operating Results by Business Segment*); and

*▪*Approximately double our U.S. smoke-free net revenues to $5 billion by 2028 from our 2022 base, with $2 billion sourced from innovative smoke-free products (see *Operating Results by Business Segment*).

We are reassessing our U.S. smoke-free goals due to the continued proliferation of illicit flavored disposable e-vapor products resulting from insufficient enforcement action against manufacturers, distributors and retailers of these products.

Through the 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.

We expect the design and detailed plans for all phases of the Initiative to be substantially complete in early 2026.

As part of the Initiative, we established an ABS organization within ALCS.

This organization will be responsible for driving efficiency and process improvement across our companies in partnership with external service providers.

We expect the initial phases of the Initiative will deliver at least $600 million in cumulative cost savings over the next five years, which we plan to reinvest in our businesses in support of our Vision and 2028 Goals.

U.S. adult tobacco consumers remained under pressure throughout 2024 largely due to the compounding effects of high prices exceeding overall wage growth and historically high levels of consumer credit and credit card delinquency rates.

Although inflation rates stabilized in 2024, increased prices continued to pressure adult tobacco consumers.

These pressures influenced the discount segment retail share growth within the cigarette industry year-over-year.

We will continue to monitor conditions that impact adult tobacco consumer discretionary income and overall purchasing behaviors, including overall tobacco product expenditures, mix between premium and discount brand purchases and adoption of smoke-free products.

We expect discretionary income pressures will continue to influence adult tobacco consumers’ purchase behaviors in 2025.

For the 12 months ended December 31, 2024, we estimate the e-vapor category grew by approximately 30% versus the prior 12-month period, driven by the growth of illicit

flavored disposable e-vapor products.

We estimate that illicit products now represent more than 60% of the e-vapor category.

Select states have established e-vapor product registries based on PMTA submissions or MGOs.

Tobacco companies are subject to broad and evolving regulatory and legislative frameworks that could have a material impact on our businesses.

For example, the FDA submitted proposed product standards banning menthol in cigarettes, which was delayed indefinitely in April 2024, and banning all characterizing flavors in cigars, both of which were withdrawn in January 2025.

The proposed rule is subject to the Trump Administration’s January 2025 executive order pausing all federal agency rulemaking for 60 days.

Following the 60-day pause, the proposed product standard, if not withdrawn, may proceed through the rulemaking process, including the solicitation of public comment.

ABI’s business is exposed to foreign exchange rate fluctuations, inflation, commodity price movements and other macroeconomic factors that could impact financial performance from time to time.

We will continue to monitor these conditions and other factors as they could affect our equity earnings, our other comprehensive earnings/losses and the dividends that we receive from ABI, and the fair value of our investment in ABI.

The trends and developments discussed above have not had a material adverse impact on our consolidated financial statements, but we continue to monitor these trends and developments and potential financial impacts.

| | | | | | | | | | | | |

| 2023 Loss on disposition of JUUL equity securities | | | 250 | | | | | | 0.14 | | |

| Subtotal 2023 special items | | | 692 | | | | | | 0.38 | | |

| Operations | | | (48) | | | | | | (0.03) | | |

| 2023 Reported Net Earnings | | | $ | 8,130 | | | | | $ | 4.57 | |

| % Change | | | 38.5 | | % | | | | 43.1 | | % |

| % Change | | | — | | % | | | | 3.4 | | % |

| | | | | | | 2024 | | | | | | 2022 | | | | | | | | |

| Adjusted diluted EPS | | | | | | $ | 5.12 | | | | | $ | 4.84 | | | | | 2.9 | | % |

▪Revenue Recognition: Our businesses generate substantially all of their revenue from sales contracts with customers.

Our businesses exclude from the transaction price sales taxes and value-added taxes imposed at the time of sale.

Our businesses record sales incentives, which consist of consumer incentives and trade promotion activities, as a reduction to revenues (a portion of which is based on amounts estimated as being due to wholesalers, retailers and consumers at the end of a period) based principally on historical volume, utilization and redemption rates.

We include expected payments for sales incentives in accrued marketing liabilities on our consolidated balance sheets.

| (in billions) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Fair value | | | | | | $ | [removed: 22.7] [added: 24.3] | | | | | $ | [removed: 24.4] [added: 22.7] | |

| Decrease in fair value from a 1% increase in market interest rates | | | | | | [removed: 1.7] [added: 1.8] | | | | | | [removed: 1.9] [added: 1.7] | | |

| Increase in fair value from a 1% decrease in market interest rates | | | | | | [removed: 2.0] [added: 2.1] | | | | | | [removed: 2.2] [added: 2.0] | | |

We expect interest rates on borrowings under our Credit Agreement to be based on the Term Secured Overnight Financing Rate, plus a percentage based on the higher of the ratings of our long-term senior unsecured debt from Moody’s and S&P.

The applicable percentage for borrowings under our Credit Agreement at December 31, 2024 was 1.0% based on our long-term senior unsecured debt ratings on that date.

At December 31, 2024 and 2023, we had no borrowings under our Credit Agreement.

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Our wholly owned subsidiaries include Philip Morris USA Inc. (“PM USA”), which is engaged in the manufacture and sale of [removed: cigarettes in the United States;] [added: cigarettes;] John Middleton Co. (“Middleton”), which is engaged in the manufacture and sale of machine-made large cigars and is a wholly owned subsidiary of PM USA; UST LLC (“UST”), which, through its wholly owned subsidiary U.S. Smokeless Tobacco Company LLC (“USSTC”), is engaged in the manufacture and sale of moist smokeless tobacco (“MST”) products; Helix Innovations LLC [removed: (“Helix”), which operates in the United States,] [added: (“Helix”)] and its foreign affiliates (“Helix International”), which [removed: operate in certain other countries,] 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 [added: domestic] sales and distribution services to our [removed: 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.

For further [removed: details,] [added: information,] see Note [removed: 3.][added: 15.]

[removed: *Acquisition of NJOY*] [added: *Contingencies*] to our consolidated financial statements in Item [removed: 8.][added: 8 (“Note 18”).]

[removed: The joint venture entity,] Horizon [removed: Innovations LLC (“Horizon”),] is [removed: structured to exist in perpetuity and is] responsible for the U.S. [added: marketing and] commercialization of [removed: HTS] [added: heated tobacco stick (“HTS”)] products owned by either party.

At December 31, [removed: 2024,] [added: 2025,] our reportable segments were smokeable [removed: products and] [added: products,] oral tobacco [added: products and e-vapor] products.

Our all other category included (i) [removed: NJOY (beginning June 1, 2023); (ii)] Horizon; [removed: (iii)] [added: (ii)] Helix International; and [removed: (iv)] [added: (iii)] other business activities, [removed: all of] which [added: primarily] consists of research and development [added: (“R&D”)] expense related to certain new product platforms and technologies.

[removed: *Investments in Equity Securities*] [added: *Segment Reporting*] to our consolidated financial statements in Item 8 (“Note [removed: 8”) and Note 12.][added: 15”).]

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

Total smokeable products segment’s cigarettes shipment volume in the United States was [removed: 68.6] [added: 61.8] billion units in [removed: 2024,] [added: 2025,] a decrease of [removed: 10.2%] [added: 10.0%] from [removed: 2023.][added: 2024.]

Total smokeable products segment’s cigars shipment volume was approximately 1.8 billion units in [removed: 2024, a decrease] [added: 2025, an increase] of [removed: 1.5%] [added: 1.8%] from [removed: 2023.][added: 2024.]

Total oral tobacco products segment’s shipment volume was [removed: 774.7] [added: 732.4] million units in [removed: 2024,] [added: 2025,] a decrease of [removed: 1.0%] [added: 5.5%] from [removed: 2023.][added: 2024.]

NJOY’s [removed: commercialized] product portfolio of tobacco and menthol e-vapor products is [removed: fully] covered by marketing granted orders (“MGO”) from the U.S. Food and Drug Administration (“FDA”).

Horizon is responsible for the U.S. commercialization of current and future HTS products owned by either party and, upon authorization by the [removed: FDA of a pre-market tobacco application (“PMTA”),] [added: FDA,] will become the exclusive entity through which the parties market and commercialize HTS products in the United States.

Upon [removed: PMTA] [added: FDA] authorization of [removed: *Ploom*] [added: Ploom] HTS products, JTIUH will supply [removed: *Ploom*] [added: Ploom] HTS devices and PM USA will manufacture [removed: *Marlboro*] [added: Marlboro] HTS consumables for U.S. commercialization.

As of February [removed: 26, 2025,] [added: 25, 2026,] there are no products in the U.S. marketplace from the joint venture.

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

▪Customers: For a discussion of our largest customers, including their percentages of our consolidated net revenues for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] see Note [removed: 17.][added: 15.]

Directors, Executive Officers and Corporate Governance - *Information about Our Executive Officers as of February [removed: 14, 2025*] [added: 13, 2026*] of this Form 10-K.

This is why we dedicate resources to promoting [removed: a vibrant, inclusive] [added: an engaging] workplace; attracting, developing, retaining and deploying talented employees to build a high-performing and diverse talent pipeline; promoting a culture of compliance and integrity; creating a safe workplace; and rewarding and recognizing employees for both the results they deliver and, importantly, how they deliver them.

Based on the most recent annual analysis we conducted in [removed: 2024,] [added: 2025,] for employees performing the same or similar duties regardless of any differentiating factors, such as performance and tenure, salaries of our female employees were [removed: 98.2%] [added: 98.4%] of those of our male employees, and salaries of our employees of color were [removed: 98.2%] [added: 98.5%] of those of our white employees.

If we adjust for differentiating factors that legitimately influence pay, salaries of our female employees were [removed: 99.8%] [added: 99.9%] of those of our male employees, and salaries of our employees of color were 99.9% of those of our white employees.

We also offer up to 12 weeks [added: 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.

Additionally, we are dedicated to being an [removed: inclusive] [added: engaging] place to work for all employees, regardless of personal background or work function.

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

We [removed: complement these recruiting efforts with hiring] [added: also hire] experienced employees with demonstrated skills and/or leadership capabilities.

In addition, in [removed: 2024,] [added: 2025,] these quarterly employee surveys sought feedback on topics such as [removed: workplace flexibility, workload,] [added: employee engagement,] inclusion, equal opportunity, [removed: development opportunities,] [added: compliance,] management support, [removed: compliance] [added: modernization efforts] and [added: employees’] understanding [removed: of] [added: and belief in] business [removed: strategy.][added: strategy and organizational changes.]

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

Our Accelerated Business Solutions [removed: (“ABS”)] organization [removed: will be responsible for] [added: is assisting with sustaining these improvements and] driving [added: further] efficiency and process [removed: improvement across our companies in partnership] [added: optimization by using technology and through collaboration] with external service providers.

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

We strive for continuous improvement in our employee safety program through [removed: SMS] [added: Safety Management System] infrastructure.

Our Occupational Safety and Health Administration recordable injury rate for [removed: 2024] [added: 2025] was [removed: 1.8%] [added: 1.7%] (versus [removed: 1.2%] [added: 1.8%] for [removed: 2023)] [added: 2024)] and remains below the benchmark for companies in the U.S. Beverage and Tobacco Product Manufacturing industry classification.

At December 31, [removed: 2024,] [added: 2025,] we employed approximately [removed: 6,200] [added: 5,900] people.

More information about efforts discussed in this section can be found in our Corporate Responsibility Reports [removed: at www.altria.com/ under Responsibility.][added: on our website (www.altria.com).]

In addition, as of December 31, [removed: 2024,] [added: 2025,] the portfolio of United States patents owned by our businesses, as a whole, was material to us and our businesses.

However, no one patent or group of related patents was material to our businesses as of December 31, [removed: 2024.][added: 2025.]

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 [added: party.]

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”).

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

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”), which owned the remaining 25% economic interest.

*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.

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).

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.

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.

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.

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.

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.

In October 2022, we entered into 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.

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.

For further information, see Note 17.

(“Note 17”).

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.

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

in the United States for 50 years.

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

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”).

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

“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.

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.

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 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.

party.

The information required by this Item is included in Note [removed: 20.][added: 18 and Exhibits 99.1 and 99.2 to this Form 10-K.]

Altria’s consolidated financial statements and accompanying notes for the year ended December 31, [removed: 2024] [added: 2025] were filed on Form 8-K on January [removed: 30, 2025] [added: 29, 2026] (such consolidated financial statements and accompanying notes are also included in Item 8).

▪Health Care Cost Recovery Litigation

*Continuing NPM Adjustment Disputes with States That Have Not Settled*.

In February 2026, an arbitration panel found that Missouri was not diligent in the enforcement of its escrow statutes in 2005.

▪Antitrust Litigation

In February 2026, the U.S. District Court for the Northern District of California certified three classes of plaintiffs (one of direct purchasers, one of indirect purchasers and one of indirect resellers).

*Contingencies* to our consolidated financial statements in Item 8 (“Note 20”) and Exhibits 99.1 and 99.2 to this Form 10-K.

▪E-vapor Product Litigation

In February 2025, we filed a motion for reconsideration of the ITC’s determination finding that *NJOY ACE* infringes the four patents plaintiff asserted, asking the ITC to reverse its determination that *NJOY ACE* infringes one of the four patents that the ITC determined *NJOY ACE* infringes.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

| [removed: (State] [added: State] or other jurisdiction of incorporation or [removed: organization)] [added: organization] | | | | | | | | | (I.R.S. Employer Identification No.) | | |

[removed: (Registrant’s] [added: Registrant’s] telephone number, including area [removed: code)][added: code 804-274-2200]

As of June [removed: 28, 2024,] [added: 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 [removed: $78] [added: $98] billion based on the closing sale price of the common stock as reported on the New York Stock Exchange.

| Class | | | Outstanding at February [removed: 14, 2025] [added: 13, 2026] | | | | | |

| Common Stock, $0.33 1/3 par value | | | [removed: 1,690,661,641] [added: 1,671,898,087] | | | shares | | |

| Portions of the registrant’s definitive proxy statement for use in connection with its annual meeting of shareholders to be held on May [removed: 15, 2025,] [added: 14, 2026,] to be filed with the U.S. Securities and Exchange Commission on or about April [removed: 3, 2025,] [added: 2, 2026,] are incorporated by reference into Part III hereof. | | |

| Item 1. | | | [removed: [Business](#i2c689391ff9c4336995f9f220a67d6e5_16)] [added: [Business](#i671a3689d49f4a24a3aa99e3fd4f87e8_16)] | | | [removed: [1](#i2c689391ff9c4336995f9f220a67d6e5_16)] [added: [1](#i671a3689d49f4a24a3aa99e3fd4f87e8_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i2c689391ff9c4336995f9f220a67d6e5_19)] [added: Factors](#i671a3689d49f4a24a3aa99e3fd4f87e8_19)] | | | [removed: [5](#i2c689391ff9c4336995f9f220a67d6e5_19)] [added: [5](#i671a3689d49f4a24a3aa99e3fd4f87e8_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i2c689391ff9c4336995f9f220a67d6e5_22)] [added: Comments](#i671a3689d49f4a24a3aa99e3fd4f87e8_22)] | | | [removed: [15](#i2c689391ff9c4336995f9f220a67d6e5_22)] [added: [15](#i671a3689d49f4a24a3aa99e3fd4f87e8_22)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i2c689391ff9c4336995f9f220a67d6e5_25)] [added: [Cybersecurity](#i671a3689d49f4a24a3aa99e3fd4f87e8_25)] | | | [removed: [15](#i2c689391ff9c4336995f9f220a67d6e5_25)] [added: [15](#i671a3689d49f4a24a3aa99e3fd4f87e8_25)] | | |

| Item 2. | | | [removed: [Properties](#i2c689391ff9c4336995f9f220a67d6e5_28)] [added: [Properties](#i671a3689d49f4a24a3aa99e3fd4f87e8_28)] | | | [removed: [17](#i2c689391ff9c4336995f9f220a67d6e5_28)] [added: [17](#i671a3689d49f4a24a3aa99e3fd4f87e8_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i2c689391ff9c4336995f9f220a67d6e5_31)] [added: Proceedings](#i671a3689d49f4a24a3aa99e3fd4f87e8_31)] | | | [removed: [17](#i2c689391ff9c4336995f9f220a67d6e5_31)] [added: [18](#i671a3689d49f4a24a3aa99e3fd4f87e8_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i2c689391ff9c4336995f9f220a67d6e5_34)] [added: Disclosures](#i671a3689d49f4a24a3aa99e3fd4f87e8_34)] | | | [removed: [17](#i2c689391ff9c4336995f9f220a67d6e5_34)] [added: [18](#i671a3689d49f4a24a3aa99e3fd4f87e8_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i2c689391ff9c4336995f9f220a67d6e5_40)] [added: Securities](#i671a3689d49f4a24a3aa99e3fd4f87e8_40)] | | | [removed: [18](#i2c689391ff9c4336995f9f220a67d6e5_40)] [added: [19](#i671a3689d49f4a24a3aa99e3fd4f87e8_40)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i2c689391ff9c4336995f9f220a67d6e5_43)] [added: [\[Reserved\]](#i671a3689d49f4a24a3aa99e3fd4f87e8_43)] | | | [removed: [19](#i2c689391ff9c4336995f9f220a67d6e5_43)] [added: [20](#i671a3689d49f4a24a3aa99e3fd4f87e8_43)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i2c689391ff9c4336995f9f220a67d6e5_46)] [added: Operations](#i671a3689d49f4a24a3aa99e3fd4f87e8_46)] | | | [removed: [19](#i2c689391ff9c4336995f9f220a67d6e5_46)] [added: [20](#i671a3689d49f4a24a3aa99e3fd4f87e8_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i2c689391ff9c4336995f9f220a67d6e5_91)] [added: Risk](#i671a3689d49f4a24a3aa99e3fd4f87e8_91)] | | | [removed: [51](#i2c689391ff9c4336995f9f220a67d6e5_91)] [added: [51](#i671a3689d49f4a24a3aa99e3fd4f87e8_91)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i2c689391ff9c4336995f9f220a67d6e5_94)] [added: Data](#i671a3689d49f4a24a3aa99e3fd4f87e8_94)] | | | [removed: [52](#i2c689391ff9c4336995f9f220a67d6e5_94)] [added: [52](#i671a3689d49f4a24a3aa99e3fd4f87e8_94)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i2c689391ff9c4336995f9f220a67d6e5_205)] [added: Disclosure](#i671a3689d49f4a24a3aa99e3fd4f87e8_205)] | | | [removed: [106](#i2c689391ff9c4336995f9f220a67d6e5_205)] [added: [105](#i671a3689d49f4a24a3aa99e3fd4f87e8_205)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i2c689391ff9c4336995f9f220a67d6e5_208)] [added: Procedures](#i671a3689d49f4a24a3aa99e3fd4f87e8_208)] | | | [removed: [106](#i2c689391ff9c4336995f9f220a67d6e5_208)] [added: [105](#i671a3689d49f4a24a3aa99e3fd4f87e8_208)] | | |

| Item 9B. | | | [Other [removed: Information](#i2c689391ff9c4336995f9f220a67d6e5_211)] [added: Information](#i671a3689d49f4a24a3aa99e3fd4f87e8_211)] | | | [removed: [106](#i2c689391ff9c4336995f9f220a67d6e5_211)] [added: [105](#i671a3689d49f4a24a3aa99e3fd4f87e8_211)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i2c689391ff9c4336995f9f220a67d6e5_214)] [added: Inspections](#i671a3689d49f4a24a3aa99e3fd4f87e8_214)] | | | [removed: [106](#i2c689391ff9c4336995f9f220a67d6e5_214)] [added: [105](#i671a3689d49f4a24a3aa99e3fd4f87e8_214)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i2c689391ff9c4336995f9f220a67d6e5_220)] [added: Governance](#i671a3689d49f4a24a3aa99e3fd4f87e8_220)] | | | [removed: [106](#i2c689391ff9c4336995f9f220a67d6e5_220)] [added: [105](#i671a3689d49f4a24a3aa99e3fd4f87e8_220)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i2c689391ff9c4336995f9f220a67d6e5_223)] [added: Compensation](#i671a3689d49f4a24a3aa99e3fd4f87e8_223)] | | | [removed: [107](#i2c689391ff9c4336995f9f220a67d6e5_223)] [added: [106](#i671a3689d49f4a24a3aa99e3fd4f87e8_223)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i2c689391ff9c4336995f9f220a67d6e5_226)] [added: Matters](#i671a3689d49f4a24a3aa99e3fd4f87e8_226)] | | | [removed: [107](#i2c689391ff9c4336995f9f220a67d6e5_226)] [added: [106](#i671a3689d49f4a24a3aa99e3fd4f87e8_226)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i2c689391ff9c4336995f9f220a67d6e5_229)] [added: Independence](#i671a3689d49f4a24a3aa99e3fd4f87e8_229)] | | | [removed: [107](#i2c689391ff9c4336995f9f220a67d6e5_229)] [added: [106](#i671a3689d49f4a24a3aa99e3fd4f87e8_229)] | | |

| Item 14. | | | [Principal [removed: Account](#i2c689391ff9c4336995f9f220a67d6e5_232)[ant](#i2c689391ff9c4336995f9f220a67d6e5_232) [Fees] [added: Accountant Fees] and [removed: Services](#i2c689391ff9c4336995f9f220a67d6e5_232)] [added: Services](#i671a3689d49f4a24a3aa99e3fd4f87e8_232)] | | | [removed: [107](#i2c689391ff9c4336995f9f220a67d6e5_232)] [added: [106](#i671a3689d49f4a24a3aa99e3fd4f87e8_232)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i2c689391ff9c4336995f9f220a67d6e5_235)] [added: Schedules](#i671a3689d49f4a24a3aa99e3fd4f87e8_235)] | | | [removed: [108](#i2c689391ff9c4336995f9f220a67d6e5_238)] [added: [107](#i671a3689d49f4a24a3aa99e3fd4f87e8_238)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i2c689391ff9c4336995f9f220a67d6e5_241)] [added: Summary](#i671a3689d49f4a24a3aa99e3fd4f87e8_241)] | | | [removed: [111](#i2c689391ff9c4336995f9f220a67d6e5_241)] [added: [110](#i671a3689d49f4a24a3aa99e3fd4f87e8_241)] | | |

| [Signatures](#i671a3689d49f4a24a3aa99e3fd4f87e8_244) | | | | | | [111](#i671a3689d49f4a24a3aa99e3fd4f87e8_244) | | |

804-274-2200

| 1.700% Notes due 2025 | | | MO25 | | | New York Stock Exchange | | |

| [Signatures](#i2c689391ff9c4336995f9f220a67d6e5_244) | | | | | | [112](#i2c689391ff9c4336995f9f220a67d6e5_244) | | |

We rely extensively on information technology, much of which is managed by third-party service providers (such as cloud data service providers), to support a variety of business processes and activities, including: complying with regulatory, legal, financial reporting and tax requirements; engaging in marketing and e-commerce activities; managing and improving the effectiveness of our operations; researching, developing, manufacturing and distributing our [added: operating companies’] products; collecting and storing sensitive data and confidential information; and communicating with employees, investors, suppliers, trade customers, adult [removed: tobacco] [added: nicotine] consumers and others.

Recognizing the critical importance of cybersecurity in today’s digital landscape, we are committed to safeguarding our information [removed: assets, protecting consumer data and maintaining the integrity and availability of our systems.]

[added: We typically engage these services] annually, though the cadence can differ based on the results of the audits and assessments.

Our [removed: CISO] [added: CISO, who reports directly to our Vice President, Enterprise Technology and Chief Information Officer,] is responsible for assessing and managing cybersecurity risks and maintaining our cybersecurity program.

Our CISO has over 25 years of experience, including [removed: five] [added: six] years as our CISO, managing technology risks across multiple industries, including financial services, technology and manufacturing.

[removed: To] [added: We have not experienced an information security breach within the past three years, and to] date, we have not experienced any interruptions of [removed: these] information systems as a result of infiltration attempts.

assets, protecting consumer data and maintaining the integrity and availability of our systems.

We typically engage these services

[T](#i2c689391ff9c4336995f9f220a67d6e5_10)[able](#i2c689391ff9c4336995f9f220a67d6e5_10) [of](#i2c689391ff9c4336995f9f220a67d6e5_10) [Contents](#i2c689391ff9c4336995f9f220a67d6e5_10)

The graph assumes the investment of $100 in common stock and each of the indices as of the market close on December 31, [removed: 2019] [added: 2020] and the reinvestment of all dividends on a quarterly basis.

[removed: ][added: ]

| December [removed: 2019] [added: 2020] | | | | | | $ | 100.00 | | | | | $ | 100.00 | | | | | $ | 100.00 | |

At February [removed: 14, 2025,] [added: 13, 2026,] there were approximately [removed: 46,000] [added: 44,000] holders of record of our common stock.

Issuer Purchases of Equity Securities During the Quarter Ended December 31, [removed: 2024][added: 2025]

In January [removed: 2024,] [added: 2025,] our Board authorized a $1.0 billion share repurchase [removed: program that it increased to $3.4 billion in March 2024 (as increased, “January 2024 share repurchase program”), which we completed in December 2024.][added: program.]

In [removed: January] [added: October] 2025, [removed: our] [added: the] Board authorized a [removed: new] $1.0 billion [removed: share repurchase program, which we expect] [added: expansion of this program] to [removed: complete by] [added: $2.0 billion, which expires on] December 31, [removed: 2025.][added: 2026 (as expanded, “January 2025 share repurchase program”).]

[removed: The timing of share] [added: Share] repurchases [removed: under this program depends] [added: depend] upon marketplace conditions and other factors, and the program remains subject to the discretion of our Board.

Our share repurchase activity for each of the three months in the period ended December 31, [removed: 2024,] [added: 2025,] was as follows:

(1) The total number of shares purchased includes (a) shares purchased under the January [removed: 2024] [added: 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 [removed: 839] [added: 395] in [removed: October] [added: November] and [removed: 3,629] [added: 1,087] in [removed: November).][added: December).]

| December 2021 | | | | | | $ | 124.26 | | | | | $ | 116.18 | | | | | $ | 128.71 | |

| December 2022 | | | | | | $ | 129.70 | | | | | $ | 126.72 | | | | | $ | 105.40 | |

| December 2023 | | | | | | $ | 125.06 | | | | | $ | 121.25 | | | | | $ | 133.10 | |

| December 2024 | | | | | | $ | 176.17 | | | | | $ | 125.52 | | | | | $ | 166.40 | |

| December 2025 | | | | | | $ | 208.24 | | | | | $ | 135.97 | | | | | $ | 196.16 | |

| October 1- October 31, 2025 | | | | | | 1,796,943 | | | | | | $ | 61.52 | | | | | 1,796,943 | | | | | | $ | 1,177,389,567 | |

| November 1- November 30, 2025 | | | | | | 1,561,299 | | | | | | $ | 58.26 | | | | | 1,560,904 | | | | | | $ | 1,086,445,148 | |

| December 1- December 31, 2025 | | | | | | 1,477,862 | | | | | | $ | 58.54 | | | | | 1,476,775 | | | | | | $ | 1,000,000,025 | |

| For the Quarter Ended December 31, 2025 | | | | | | 4,836,104 | | | | | | $ | 59.56 | | | | | 4,834,622 | | | | | | | | |

| December 2020 | | | | | | $ | 89.62 | | | | | $ | 105.56 | | | | | $ | 118.40 | |

| December 2021 | | | | | | $ | 111.37 | | | | | $ | 122.64 | | | | | $ | 152.39 | |

| December 2022 | | | | | | $ | 116.24 | | | | | $ | 133.76 | | | | | $ | 124.79 | |

| December 2023 | | | | | | $ | 112.08 | | | | | $ | 127.99 | | | | | $ | 157.59 | |

| December 2024 | | | | | | $ | 157.88 | | | | | $ | 132.50 | | | | | $ | 197.02 | |

[T](#i2c689391ff9c4336995f9f220a67d6e5_10)[able](#i2c689391ff9c4336995f9f220a67d6e5_10) [of](#i2c689391ff9c4336995f9f220a67d6e5_10) [Contents](#i2c689391ff9c4336995f9f220a67d6e5_10)

| October 1- October 31, 2024 | | | | | | 2,352,238 | | | | | | $ | 50.04 | | | | | 2,351,399 | | | | | | $ | 191,863,426 | |

| November 1- November 30, 2024 | | | | | | 1,781,329 | | | | | | $ | 55.30 | | | | | 1,777,700 | | | | | | $ | 93,546,378 | |

| December 1- December 31, 2024 | | | | | | 1,707,103 | | | | | | $ | 54.80 | | | | | 1,707,103 | | | | | | $ | — | |

| For the Quarter Ended December 31, 2024 | | | | | | 5,840,670 | | | | | | $ | 53.04 | | | | | 5,836,202 | | | | | | | | |

| at December 31, | | | [removed: 2024] | | | | | | [added: 2025 | | | | | | 2024 | | | | | |] 2023 | | |

| Cash and cash equivalents | | | [added: | | | | | |] $ | [removed: 3,127] [added: 4,474] | | | | | $ | [added: 3,127 | | | | | $ |] 3,686 | |

| Receivables | | | [removed: 177] [added: 263] | | | | | | [removed: 71] [added: 177] | | |

| Leaf tobacco | | | [removed: 591] [added: 531] | | | | | | [removed: 649] [added: 591] | | |

| Other raw materials | | | [removed: 190] [added: 245] | | | | | | [removed: 204] [added: 190] | | |

| Work in process | | | [removed: 21] [added: 13] | | | | | | [removed: 22] [added: 21] | | |

| Finished product | | | [removed: 278] [added: 281] | | | | | | [removed: 340] [added: 278] | | |

| [removed: Income] [added: Deferred income] taxes | | | [removed: 93] [added: 578] | | | | | | [added: (95) | | | | | | 13 | | | | | |] 496 | | |

| Other current assets | | | [removed: 36] [added: 125] | | | | | | [removed: 117] [added: 129] | | |

| Total current assets | | | [removed: 4,513] [added: 5,932] | | | | | | [removed: 5,585] [added: 4,513] | | |

| Land and land improvements | | | [removed: 124] [added: 125] | | | | | | [removed: 123] [added: 124] | | |

| Buildings and building equipment | | | [removed: 1,552] [added: 1,574] | | | | | | [removed: 1,535] [added: 1,552] | | |

| Machinery and equipment | | | [removed: 2,662] [added: 2,653] | | | | | | [removed: 2,684] [added: 2,662] | | |

| Construction in progress | | | [removed: 199] [added: 320] | | | | | | [removed: 240] [added: 199] | | |

| Less accumulated depreciation | | | [removed: 2,920] [added: 2,962] | | | | | | [removed: 2,930] [added: 2,920] | | |

| Goodwill | | | [removed: 6,945] [added: 5,787] | | | | | | [removed: 6,791] [added: 6,945] | | |

| Other intangible assets, net | | | [removed: 12,973] [added: 11,876] | | | | | | [removed: 13,686] [added: 12,973] | | |

| Investments in equity securities | | | [removed: 8,195] [added: 8,617] | | | | | | [removed: 10,011] [added: 8,195] | | |

| Other assets | | | [removed: 934] [added: 1,095] | | | | | | [removed: 845] [added: 934] | | |

| Total Assets | | | $ | [removed: 35,177] [added: 35,017] | | | | | $ | [removed: 38,570] [added: 35,177] | |

| Current portion of long-term debt | | | $ | [removed: 1,527] [added: 1,569] | | | | | $ | [removed: 1,121] [added: 1,527] | |

| Accounts payable | | | [removed: 700] [added: 750] | | | | | | [removed: 582] [added: 700] | | |

| Marketing | | | [removed: 688] [added: 928] | | | | | | [removed: 716] [added: 688] | | |

| Settlement charges | | | [removed: 2,354] [added: 2,178] | | | | | | [removed: 2,563] [added: 2,354] | | |

| Other | | | [removed: 1,780] [added: 1,947] | | | | | | [removed: 1,902] [added: 1,780] | | |

| [removed: Deferred gain from] [added: Gain on] the sale of *IQOS* System commercialization rights | | | — | | | | | | [removed: 2,700] [added: (2,700)] | | | [added: | | | — | | |]

| Dividends payable | | | [removed: 1,732] [added: 1,782] | | | | | | [removed: 1,735] [added: 1,732] | | |

| Total current liabilities | | | [removed: 8,781] [added: 9,154] | | | | | | [removed: 11,319] [added: 8,781] | | |

| Long-term debt | | | [removed: 23,399] [added: 24,140] | | | | | | [removed: 25,112] [added: 23,399] | | |

| Deferred income taxes | | | [removed: 3,749] [added: 3,370] | | | | | | [removed: 2,799] [added: 3,749] | | |

| Accrued pension costs | | | [removed: 136] [added: 122] | | | | | | [removed: 130] [added: 136] | | |

| Accrued postretirement health care costs | | | [removed: 935] [added: 939] | | | | | | [removed: 1,079] [added: 935] | | |

| Other liabilities | | | [removed: 365] [added: 744] | | | | | | [removed: 1,621] [added: 365] | | |

| Total liabilities | | | [removed: 37,365] [added: 38,469] | | | | | | [removed: 42,060] [added: 37,365] | | |

| Contingencies (Note [removed: 20)] [added: 18)] | | | | | | | | | | | |

| Additional paid-in capital | | | [removed: 5,905] [added: 5,921] | | | | | | [removed: 5,906] [added: 5,905] | | |

| Earnings reinvested in the business | | | [removed: 35,516] [added: 35,452] | | | | | | [removed: 31,094] [added: 35,516] | | |

| Accumulated other comprehensive losses | | | [removed: (2,400)] [added: (2,627)] | | | | | | [removed: (2,673)] [added: (2,400)] | | |

| Cost of repurchased stock [removed: (1,115,309,450] [added: (1,131,643,020] shares at December 31, [removed: 2024] [added: 2025] and [removed: 1,042,499,542] [added: 1,115,309,450] shares at December 31, [removed: 2023)] [added: 2024)] | | | [removed: (42,194)] [added: (43,183)] | | | | | | [removed: (38,802)] [added: (42,194)] | | |

| Total stockholders’ equity (deficit) attributable to Altria | | | [removed: (2,238)] [added: (3,502)] | | | | | | [removed: (3,540)] [added: (2,238)] | | |

| | | | 1,070 | | | | | | 1,080 | | |

| | | | 4,672 | | | | | | 4,537 | | |

| | | | 1,710 | | | | | | 1,617 | | |

| at December 31, | | | 2025 | | | | | | 2024 | | |

| Noncontrolling interest | | | 50 | | | | | | 50 | | |

| Impairment of goodwill | | | 1,158 | | | | | | — | | | | | | — | | |

| Fair value adjustment for NJOY Transaction contingent payments, net of cash paid | | | | | | | | | 25 | | | | | | — | | | | | | — | | |

| Impairment of goodwill | | | | | | | | | 1,158 | | | | | | — | | | | | | — | | |

(1) Substantially all of the 2025 amount relates to unrecognized tax benefits from the change in the application of foreign attribution rules relevant to our investment in ABI.

| Income taxes, net of refunds (1) | | | | | | | | | $ | 1,695 | | | | | $ | 1,709 | | | | | $ | 1,874 | |

*Background and Basis of Presentation*, we adopted ASU No. 2023-09.

As a result, 2024 and 2023 amounts are now presented net of refunds.

| Net earnings | | | — | | | | | | — | | | | | | 6,947 | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,947 | | |

| Balances, December 31, 2025 | | | $ | 935 | | | | | $ | 5,921 | | | | | $ | 35,452 | | | | | $ | (2,627) | | | | | $ | (43,183) | | | | | $ | 50 | | | | | $ | (3,452) | |

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

At December 31, 2025, Horizon had no products in the U.S. marketplace.

This guidance requires additional income tax disclosures, primarily related to the rate reconciliation and income taxes paid information, on an annual basis.

*Income Taxes.*

For purposes of recognition and measurement of an impairment for assets held for use,

we group assets and liabilities at the lowest level for which cash flows are separately identifiable.

We recognize the funded status of our defined benefit plans on the consolidated balance sheets.

We do not recognize positions that do not meet this threshold in the financial statements.

We disclose worldwide changes in unrecognized tax benefits, for the current year and prior years, within the same line in our income tax rate reconciliation.

As presented in Note 15.

At December 31, 2025, 2024 and 2023, receivables were $263 million, $177 million and $71 million, respectively.

and risk of loss transfers to the customer.

At December 31, 2025, 2024 and 2023, deferred revenue was $231 million, $215 million and $258 million, respectively.

Altria guarantees ALCS’s obligations under this arrangement.

| (in millions) | | | 2025 | | | 2024 | | |

| ASU No. 2025-05 *Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets* | | | The guidance provides a practical expedient for the calculation of current expected credit losses on current accounts receivable and current contract assets that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. | | | The guidance is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years. | | | We do not expect our adoption of this guidance will have a material impact on our consolidated financial statements and related disclosures. | | |

| ASU No. 2025-06 *Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software* | | | The guidance replaces the current framework that is based on software development project stages with updated criteria, focused on management’s authorization and the probability of project completion, to determine the timing for cost capitalization. | | | The guidance is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. | | | We are in the process of evaluating the impact of this guidance on our consolidated financial statements and related disclosures. | | |

| ASU No. 2025-07 *Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract* | | | The guidance refines the scope of Topic 815 by excluding from derivative accounting non-exchange trading contracts that have underlyings based on operations or activities specific to one of the parties to the contract with certain exceptions and clarifies the applicability of Topic 606 to share-based noncash consideration received from a customer in exchange for goods or services. | | | The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years. | | | We are in the process of evaluating the impact of this guidance on our consolidated financial statements and related disclosures. | | |

| ASU No. 2025-09 *Derivatives and Hedging (Topic 815): Hedge Accounting Improvements* | | | The guidance includes expanding eligibility for cash flow hedges of groups of forecasted transactions, introducing a model for hedging forecasted interest payments on “choose-your-rate” debt instruments, permitting designation of variable price components in forecasted purchases or sales of nonfinancial assets and clarifying guidance for net investment hedges and dual hedge strategies. | | | The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years. | | | We are in the process of evaluating the impact of this guidance on our consolidated financial statements and related disclosures. | | |

| ASU No. 2025-11 *Interim Reporting (Topic 270): Narrow-Scope Improvements* | | | The guidance clarifies interim disclosure requirements, provides a comprehensive list of disclosures required by GAAP and includes a disclosure principle for events since the last annual reporting period to enhance consistency in interim reporting. | | | The guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. | | | We are in the process of evaluating the impact of this guidance on our interim condensed consolidated financial statements and related disclosures. | | |

| ASU No. 2025-12 *Codification Improvements* | | | The guidance provides changes that clarify, correct errors or make minor improvements to GAAP. | | | The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years. | | | We are in the process of evaluating the impact of this guidance on our consolidated financial statements and related disclosures. | | |

The total consideration for the NJOY Transaction of approximately $2.9 billion consisted of approximately $2.75 billion in cash payments (net of cash acquired) plus the fair value of up to $500 million in additional contingent payments.

| | | | 2025 | | | | | | | | | | | | 2024 | | | | | | | | |

| E-vapor products segment (1) | | | 610 | | | | | | 74 | | | | | | 1,768 | | | | | | 1,099 | | |

| Other | | | — | | | | | | 247 | | | | | | — | | | | | | 259 | | |

| Total | | | $ | 5,787 | | | | | $ | 11,876 | | | | | $ | 6,945 | | | | | $ | 12,973 | |

| | | | 1,080 | | | | | | 1,215 | | |

| | | | 4,537 | | | | | | 4,582 | | |

| | | | 1,617 | | | | | | 1,652 | | |

[T](#i2c689391ff9c4336995f9f220a67d6e5_10)[able](#i2c689391ff9c4336995f9f220a67d6e5_10) [of](#i2c689391ff9c4336995f9f220a67d6e5_10) [Contents](#i2c689391ff9c4336995f9f220a67d6e5_10)

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| Income taxes | | | | | | | | | $ | 1,802 | | (1) | | | $ | 1,890 | | (1) | | | $ | 2,657 | |

| Non-cash investing activities: | | | | | | | | | | | | | | | | | | | | | | | |

| Deferred proceeds from the sale of *IQOS* System commercialization rights | | | | | | | | | $ | — | | | | | $ | — | | | | | $ | 1,700 | |

*Contingencies*.

| Balances, December 31, 2021 | | | $ | 935 | | | | | $ | 5,857 | | | | | $ | 30,664 | | | | | $ | (3,056) | | | | | $ | (36,006) | | | | | $ | — | | | | | $ | (1,606) | |

*Acquisition of NJOY*, on June 1, 2023, we completed our acquisition of NJOY Holdings, Inc. (“NJOY Holdings”), the parent of NJOY.

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

In October 2022, we entered into a joint venture with JTI (US) Holding, Inc. (“JTIUH”), a subsidiary of Japan Tobacco Inc., for the U.S. marketing and commercialization of heated tobacco stick (“HTS”) products.

As of January 30, 2025, there are no products in the U.S. marketplace from the joint venture.

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

We accounted for our former investment in the equity securities of JUUL at fair value.

On January 1, 2024, we adopted Accounting Standards Update (“ASU”) 2022-03, *Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions* (“ASU No. 2022-03”).

This guidance clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.

This guidance also specifies required disclosures for equity securities subject to contractual sale restrictions.

We applied ASU No. 2022-03 for the fair value disclosure of our investment in ABI.

*Investments in Equity Securities.*

This guidance

requires disclosure of incremental segment information on an annual and interim basis.

*Segment Reporting*.

We will include interim disclosure requirements in our interim condensed consolidated financial statements beginning in the first quarter of 2025.

▪Derivative Financial Instruments: From time to time, we enter into derivatives to mitigate the potential impact of certain market risks, including foreign currency exchange rate risk.

We use various types of derivative financial instruments, including forward contracts, options and swaps.

We designate derivative financial instruments that qualify for hedge accounting as either fair value hedges, cash flow hedges or net investment hedges at the inception of the contracts.

For fair value hedges, we record changes in the fair value of the derivative, as well as the offsetting changes in the fair value of the hedged item, in the consolidated statements of earnings each period.

For cash flow hedges, we record changes in the fair value of the derivative each period in accumulated other comprehensive earnings (losses) and reclassify changes to the consolidated statements of earnings in the same periods in which operating results are affected by the respective hedged item.

We formally designate and document, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective, the strategy for undertaking the hedge transaction and method for assessing hedge effectiveness.

We do not enter into or hold derivative financial instruments for trading or speculative purposes.

We recognize the funded status of our defined benefit pension and other postretirement plans on the consolidated balance sheets and record as a component of other comprehensive earnings (losses), net of deferred income taxes, the gains or losses and prior service costs or credits that have not been recognized as components of net periodic benefit cost (income).

We use a fair value hierarchy, which gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

We determine the realizability of deferred tax assets based on the weight of all available positive and negative evidence.

For those income tax positions where it is more likely than not that a tax benefit will not be sustained, no tax benefit is recognized in the financial statements.

We determine the cost of the remaining inventories using the first-in, first-out (“FIFO”) and average cost methods.

We record inventories that are measured using the LIFO method at the lower of cost or market.

If the carrying value of an investment

During the quarter ended December 31, [removed: 2024,] [added: 2025,] 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.

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 [added: 2026] Annual Meeting of Shareholders [added: (“2026 Annual Meeting”)] to be held on May [removed: 15, 2025] [added: 14, 2026] that is expected to be filed with the SEC on or about April [removed: 3, 2025] [added: 2, 2026] (“proxy statement”), and, except as indicated therein, made a part hereof.

Information about Our Executive Officers as of February [removed: 14, 2025:][added: 13, 2026:]

| Jody L. Begley | | | Executive Vice President and Chief Operating Officer | | | [removed: 53] [added: 54] | | |

| [removed: Steven D’Ambrosia] [added: Katie F. Patterson] | | | Vice President and Controller | | | [removed: 58] [added: 40] | | |

| William F. Gifford, Jr. | | | Chief Executive Officer | | | [removed: 54] [added: 55] | | |

| Salvatore Mancuso | | | Executive Vice President and Chief Financial Officer | | | [removed: 59] [added: 60] | | |

| Robert A. McCarter III | | | Executive Vice President and General Counsel | | | [removed: 52] [added: 53] | | |

| Heather A. Newman | | | Senior Vice President, Chief Strategy & Growth Officer | | | [removed: 47] [added: 48] | | |

| Charles N. Whitaker | | | Senior Vice President, Chief Human Resources Officer and Chief Compliance Officer | | | [removed: 58] [added: 59] | | |

As previously announced, effective upon the conclusion of the 2026 Annual Meeting on May 14, 2026, Mr. Gifford will retire as Chief Executive Officer and Mr. Mancuso will become Chief Executive Officer.

Additionally, Ms. Newman will become Executive Vice President and Chief Financial Officer, effective upon the conclusion of the 2026 Annual Meeting.

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The number of shares to be issued upon exercise or vesting and the number of shares remaining available for future issuance under our equity compensation plans at December 31, [removed: 2024,] [added: 2025,] were as follows:

(1)Our shareholders have approved the following plans, shares of which are referenced in column (a) or column (c): the [removed: 2015] [added: 2020] Performance Incentive Plan, the [removed: 2020] [added: 2025] Performance Incentive Plan and the [removed: 2015] [added: 2025] Stock Compensation Plan for Non-Employee Directors.

(2)Represents [removed: 3,973,485] [added: 3,933,158] shares of restricted stock units and [removed: 976,070] [added: 1,373,486] shares that may be issued upon vesting of performance stock units if maximum performance measures are achieved.

(3)Includes [removed: 18,507,747] [added: 24,827,825] shares available under the [removed: 2020] [added: 2025] Performance Incentive Plan and [removed: 533,843] [added: 1,000,000] shares available under the [removed: 2015] [added: 2025] Stock Compensation Plan for Non-Employee Directors, and excludes shares reflected in column (a).

| Equity compensation plans approved by shareholders (1) | | | 5,306,644 (2) | | | $— | | | 25,827,825 (3) | | |

| Equity compensation plans approved by shareholders (1) | | | 4,949,555 (2) | | | $— | | | 19,041,590 (3) | | |

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| Consolidated Balance Sheets at December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | [removed: [52](#i2c689391ff9c4336995f9f220a67d6e5_97)] [added: [52](#i671a3689d49f4a24a3aa99e3fd4f87e8_97)] | | |

| Consolidated Statements of Earnings for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [54](#i2c689391ff9c4336995f9f220a67d6e5_103)] [added: [54](#i671a3689d49f4a24a3aa99e3fd4f87e8_103)] | | |

| Consolidated Statements of Comprehensive Earnings for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [55](#i2c689391ff9c4336995f9f220a67d6e5_106)] [added: [55](#i671a3689d49f4a24a3aa99e3fd4f87e8_106)] | | |

| Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [56](#i2c689391ff9c4336995f9f220a67d6e5_109)] [added: [56](#i671a3689d49f4a24a3aa99e3fd4f87e8_109)] | | |

| Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [58](#i2c689391ff9c4336995f9f220a67d6e5_112)] [added: [58](#i671a3689d49f4a24a3aa99e3fd4f87e8_112)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [59](#i2c689391ff9c4336995f9f220a67d6e5_115)] [added: [59](#i671a3689d49f4a24a3aa99e3fd4f87e8_115)] | | |

| Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | | | [removed: [102](#i2c689391ff9c4336995f9f220a67d6e5_199)] [added: [101](#i671a3689d49f4a24a3aa99e3fd4f87e8_199)] | | |

| Report of Management on Internal Control Over Financial Reporting | | | [removed: [105](#i2c689391ff9c4336995f9f220a67d6e5_202)] [added: [104](#i671a3689d49f4a24a3aa99e3fd4f87e8_202)] | | |

In accordance with Regulation S-X Rule 3-09, the audited financial statements of ABI for the year ended December 31, [removed: 2024] [added: 2025] will be filed by amendment within six months after ABI’s year ended December 31, [removed: 2024.][added: 2025.]

| | | | 3.2 | | | | | | [Amended and Restated By-Laws of Altria Group, Inc. (effective as of October 26, 2022). Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on October 27, 2022 (File No. [removed: 1-08940](https://www.sec.gov/Archives/edgar/data/764180/000076418022000100/exhibit31q32022-amendedres.htm)[).](https://www.sec.gov/Archives/edgar/data/764180/000076418022000100/exhibit31q32022-amendedres.htm)] [added: 1-08940).](https://www.sec.gov/Archives/edgar/data/764180/000076418022000100/exhibit31q32022-amendedres.htm)] | | |

| | | | 4.1 | | | | | | [Description of Altria Group, Inc.’s Registered [removed: Securities.](https://www.sec.gov/Archives/edgar/data/764180/000076418023000020/exhibit41descriptionofregi.htm) [](https://www.sec.gov/Archives/edgar/data/764180/000076418023000020/exhibit41descriptionofregi.htm)[Incorporated] [added: Securities.](https://www.sec.gov/Archives/edgar/data/764180/000076418025000111/exhibit41descriptionofregi.htm) [](https://www.sec.gov/Archives/edgar/data/764180/000076418025000111/exhibit41descriptionofregi.htm)[Incorporated] by reference to Altria Group, Inc.’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: period] ended [removed: December 31, 2022] [added: June 30, 2025] (File No. [removed: 1-08940).](https://www.sec.gov/Archives/edgar/data/764180/000076418023000020/exhibit41descriptionofregi.htm)] [added: 1-08940).](https://www.sec.gov/Archives/edgar/data/764180/000076418025000111/exhibit41descriptionofregi.htm)] | | |

| | | | [removed: 10.15] [added: 10.16] | | | | | | [Benefit Equalization Plan, effective September 2, 1974, as amended. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014 (File No. 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418015000022/exhibit1019benefitequaliza.htm) | | |

| | | | [removed: 10.16] [added: 10.17] | | | | | | [Amendment to Benefit Equalization Plan, effective March 31, 2016. Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2016 (File No. 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418016000143/exhibit102amendmenttobenif.htm) | | |

| | | | [removed: 10.17] [added: 10.18] | | | | | | [Amendment to Benefit Equalization Plan, effective January 1, 2016 and October 1, 2016. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418017000028/exhibit1021actionbyplanadm.htm) | | |

| | | | [removed: 10.18] [added: 10.19] | | | | | | [Amendment to Benefit Equalization Plan, effective January 1, 2019. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for year ended December 31, 2018 (File No. 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418019000023/exhibit1021bepplan.htm) | | |

| | | | [removed: 10.19] [added: 10.20] | | | | | | Form of Employee Grantor Trust Enrollment Agreement. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1995 (File No. 1-08940).* | | |

| | | | [removed: 10.20] [added: 10.21] | | | | | | [Long-Term Disability Benefit Equalization Plan, effective as of January 1, 1989, as amended. Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2009 (File No. 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000119312509160822/dex101.htm) | | |

| | | | [removed: 10.21] [added: 10.22] | | | | | | [Deferred Fee Plan for Non-Employee Directors, as amended and restated effective October 28, 2015. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418016000128/exhibit1027deferredfeeplan.htm) | | |

| | | | [removed: 10.22] [added: 10.23] | | | | | | [2015 Stock Compensation Plan for Non-Employee Directors, as amended and restated effective October 26, 2022. Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2022 (File No. 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418022000102/exhibit101q32022-quarter.htm) | | |

| | | | [removed: 10.23] [added: 10.24] | | | | | | [removed: [2015] [added: [2020] Performance Incentive [removed: Plan, effective on May 1, 2015.] [added: Plan.] Incorporated by reference to [added: Exhibit A to] Altria Group, [removed: Inc.’s definitive proxy statement] [added: Inc.](https://www.sec.gov/Archives/edgar/data/764180/000120677420001025/mo3601841-def14a.htm#Exhibit_A)[’](https://www.sec.gov/Archives/edgar/data/764180/000120677420001025/mo3601841-def14a.htm#Exhibit_A)[s Definitive Proxy Statement] on Schedule 14A filed on April [removed: 9, 2015] [added: 2, 2020, as amended by Altria Group, Inc.'s Supplement to Proxy Statement on Schedule 14A filed on April 17, 2020] (File No. [removed: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000119312515123580/d871366ddef14a.htm#toc871366_72)] [added: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000120677420001025/mo3601841-def14a.htm#Exhibit_A)] | | |

| | | | [removed: 10.24] [added: 10.37] | | | | | | [removed: [2020] [added: [2025] Performance Incentive Plan. Incorporated by reference to Exhibit A to Altria Group, [removed: Inc.'s] [added: Inc.’s] Definitive Proxy Statement on Schedule 14A filed on April [removed: 2, 2020, as amended by Altria Group, Inc.'s Supplement to Proxy Statement on Schedule 14A filed on April 17, 2020] [added: 3, 2025] (File No. [removed: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000120677420001025/mo3601841-def14a.htm#Exhibit_A)] [added: 1-08940)](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000764180/000155837025004359/tmb-20250515xdef14a.htm#ExhibitA2025PerformanceIncentivePlan_891)[.*](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000764180/000155837025004359/tmb-20250515xdef14a.htm#ExhibitA2025PerformanceIncentivePlan_891)] | | |

| | | | 10.26 | | | | | | [Form of Restricted Stock Unit [removed: Agreement, dated as of February 26, 2019.] [added: Agreement (2020).] Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, [removed: 2019] [added: 2020] (File No. [removed: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418019000037/exhibit103formofrestri.htm)] [added: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418020000048/exhibit101restrictedst.htm)] | | |

| | | | 10.27 | | | | | | [Form of [removed: Restricted] [added: Performance] Stock Unit Agreement (2020). Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2020 (File No. [removed: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418020000048/exhibit101restrictedst.htm)] [added: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418020000048/exhibit102performacest.htm)] | | |

| | | | 10.28 | | | | | | [Form of [removed: Performance] [added: Restricted] Stock Unit Agreement [removed: (2020).] [added: (2021).] Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, [removed: 2020] [added: 2021] (File No. [removed: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418020000048/exhibit102performacest.htm)] [added: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418021000065/exhibit102restrictedstock2.htm)] | | |

| | | | 10.29 | | | | | | [Form of [removed: Restricted] [added: Performance] Stock Unit Agreement (2021). Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2021 (File No. [removed: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418021000065/exhibit102restrictedstock2.htm)] [added: 1-08940).*](https://www.sec.gov/Archives/edgar/data/0000764180/000076418021000065/exhibit103performancestock.htm)] | | |

| | | | 10.30 | | | | | | [Form of [removed: Performance] [added: Restricted] Stock Unit Agreement [removed: (2021).] [added: (2022).] Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, [removed: 2021] [added: 2022] (File No. [removed: 1-08940).*](https://www.sec.gov/Archives/edgar/data/0000764180/000076418021000065/exhibit103performancestock.htm)] [added: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418022000044/exhibit101restrictedstock2.htm)] | | |

| | | | 10.31 | | | | | | [Form of [removed: Restricted] [added: Performance] Stock Unit Agreement (2022). Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2022 (File No. [removed: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418022000044/exhibit101restrictedstock2.htm)] [added: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418022000044/exhibit102performancestock.htm)] | | |

| | | | [removed: 10.32] [added: 10.33] | | | | | | [Form of Performance Stock Unit Agreement [removed: (2022).] [added: (2023).] Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, [removed: 2022] [added: 2023] (File No. [removed: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418022000044/exhibit102performancestock.htm)] [added: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418023000060/exhibit102performancestock.htm)] | | |

| | | | [removed: 10.33] [added: 10.32] | | | | | | [Form of Restricted Stock Unit Agreement (2023). Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2023 (File No. 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418023000060/exhibit101restrictedstock2.htm) | | |

| | | | [removed: 10.34] [added: 10.35] | | | | | | [Form of Performance Stock Unit Agreement [removed: (2023).] [added: (2024).] Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, [removed: 2023] [added: 2024] (File No. [removed: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418023000060/exhibit102performancestock.htm)] [added: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418024000057/exhibit102performancestock.htm)] | | |

| | | | [removed: 10.35] [added: 10.34] | | | | | | [Form of Restricted Stock Unit Agreement [removed: (202](https://www.sec.gov/Archives/edgar/data/764180/000076418024000057/exhibit101restrictedstock2.htm)[4](https://www.sec.gov/Archives/edgar/data/764180/000076418024000057/exhibit101restrictedstock2.htm)[).] [added: (2024).] Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, [removed: 202](https://www.sec.gov/Archives/edgar/data/764180/000076418024000057/exhibit101restrictedstock2.htm)[4](https://www.sec.gov/Archives/edgar/data/764180/000076418024000057/exhibit101restrictedstock2.htm) [(File] [added: 2024 (File] No. 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418024000057/exhibit101restrictedstock2.htm) | | |

| | | | [removed: 10.36] [added: 10.40] | | | | | | [Form of Performance Stock Unit Agreement [removed: (202](https://www.sec.gov/Archives/edgar/data/764180/000076418024000057/exhibit102performancestock.htm)[4](https://www.sec.gov/Archives/edgar/data/764180/000076418024000057/exhibit102performancestock.htm)[). Incorporated] [added: (2025).](https://www.sec.gov/Archives/edgar/data/764180/000076418025000111/exhibit104performancestock.htm) [](https://www.sec.gov/Archives/edgar/data/764180/000076418025000111/exhibit104performancestock.htm)[](https://www.sec.gov/Archives/edgar/data/764180/000076418025000111/exhibit104performancestock.htm)[Incorporated] by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended [removed: March 31, 202](https://www.sec.gov/Archives/edgar/data/764180/000076418024000057/exhibit102performancestock.htm)[4](https://www.sec.gov/Archives/edgar/data/764180/000076418024000057/exhibit102performancestock.htm) [(File] [added: June 30, 2025 (File] No. [removed: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418024000057/exhibit102performancestock.htm)] [added: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418025000111/exhibit104performancestock.htm)] | | |

| | | | [removed: 10.37] [added: 10.41] | | | | | | [Form of Executive Confidentiality and Non-Competition Agreement (October 2018). Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418019000023/exhibit1040confidentiality.htm) | | |

| | | | [removed: 10.38] [added: 10.42] | | | | | | [Form of Confidentiality and Non-Competition Agreement (February 2019). Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2019 (File No. 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418019000037/exhibit102formofconfid.htm) | | |

| | | | [removed: 10.39] [added: 10.43] | | | | | | [Form of Letter Regarding Reimbursement of Legal Expenses. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 1-08940).*](https://www.sec.gov/Archives/edgar/data/0000764180/000076418021000037/exhibit1034formofletterreg.htm) | | |

| | | | [removed: 10.40] [added: 10.44] | | | | | | [Time Sharing Agreement between Altria Client Services LLC and William F. Gifford, Jr., dated February 23, 2023. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022 (File No. 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418023000020/exhibit1038timesharingagre.htm) | | |

| | | | [removed: 10.41] [added: 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. 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418020000018/exhibit1044formofagree.htm) | | |

| | | | [removed: 10.42] [added: 10.39] | | | | | | [removed: [United Kingdom Sub-Plan] [added: [Form] of [removed: the Altria Group, Inc. 2020 Performance Plan, as Amended. Incorporated] [added: Restricted Stock Unit Agreement (2025).](https://www.sec.gov/Archives/edgar/data/764180/000076418025000111/exhibit103restrictedstockq.htm) [](https://www.sec.gov/Archives/edgar/data/764180/000076418025000111/exhibit103restrictedstockq.htm)[Incorporated] by reference to [removed: the] Altria [removed: Group, Inc.’s] [added: Gro](https://www.sec.gov/Archives/edgar/data/764180/000076418025000111/exhibit103restrictedstockq.htm)[up, Inc.](https://www.sec.gov/Archives/edgar/data/764180/000076418025000111/exhibit103restrictedstockq.htm)[’](https://www.sec.gov/Archives/edgar/data/764180/000076418025000111/exhibit103restrictedstockq.htm)[s] Quarterly Report on Form 10-Q for the period ended [removed: September] [added: June] 30, [removed: 2024] [added: 2025] (File No. [removed: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418024000102/exhibit101unitedkingdomsub.htm)] [added: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418025000111/exhibit103restrictedstockq.htm)] | | |

| | | | 19 | | | | | | [Insider trading [removed: policy.](https://www.sec.gov/Archives/edgar/data/764180/000076418025000019/exhibit19insidertradingpol.htm)] [added: policy.](https://www.sec.gov/Archives/edgar/data/764180/000076418026000017/exhibit19insidertradingpol.htm)] | | |

| | | | 21 | | | | | | [Subsidiaries of Altria Group, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/764180/000076418025000019/exhibit21altriagroupincsub.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/764180/000076418026000017/exhibit21altriagroupincsub.htm)] | | |

| | | | 10.15 | | | | | | [Extension Agreement, effective July 23, 2025, among Altria Group, Inc., JPMorgan Chase Bank, N.A. and Citibank, N.A., as administrative agents, and the lenders named therein. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on July 23, 2025 (File No. 1-08940).](https://www.sec.gov/Archives/edgar/data/764180/000076418025000101/ex101extensionagreementeff.htm) | | |

| | | | 10.36 | | | | | | [Deferred Fee Plan for Non-Employee Directors, as amended and restated effective October 29, 2025.*](https://www.sec.gov/Archives/edgar/data/764180/000076418026000017/exhibit1036deferredfeeplan.htm) | | |

| | | | 10.38 | | | | | | [2025 Stock Compensation Plan for Non-Employee Directors. Incorporated by reference to Exhibit B to Altria Group, Inc.’s Definitive Proxy Statement on Schedule 14A filed on April 3, 2025 (File No. 1-08940)](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000764180/000155837025004359/tmb-20250515xdef14a.htm#ExhibitB)[.*](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000764180/000155837025004359/tmb-20250515xdef14a.htm#ExhibitB) | | |

| | | | 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: (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. | | |

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[T](#i2c689391ff9c4336995f9f220a67d6e5_10)[able](#i2c689391ff9c4336995f9f220a67d6e5_10) [of](#i2c689391ff9c4336995f9f220a67d6e5_10) [Contents](#i2c689391ff9c4336995f9f220a67d6e5_10)

| | | | 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. | | |

| | | | 101.SCH | | | | | | Inline XBRL Taxonomy Extension Schema. | | |

| | | | 101.CAL | | | | | | Inline XBRL Taxonomy Extension Calculation Linkbase. | | |

| | | | 101.DEF | | | | | | Inline XBRL Taxonomy Extension Definition Linkbase. | | |

| | | | 101.LAB | | | | | | Inline XBRL Taxonomy Extension Label Linkbase. | | |

| | | | 101.PRE | | | | | | Inline XBRL Taxonomy Extension Presentation Linkbase. | | |

Date: February [removed: 26, 2025][added: 25, 2026]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date [removed: indicated:][added: indicated.]

| /s/ WILLIAM F. GIFFORD, JR. (William F. Gifford, Jr.) | | | | | | | | | Director and Chief Executive Officer | | | | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ SALVATORE MANCUSO (Salvatore Mancuso) | | | | | | | | | [added: Director,] Executive Vice President and Chief Financial Officer | | | | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ [removed: STEVEN D’AMBROSIA (Steven D’Ambrosia)] [added: KATIE F. PATTERSON (Katie F. Patterson)] | | | | | | | | | Vice President and Controller | | | | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| * By: | | | /s/ WILLIAM F. GIFFORD, JR. (WILLIAM F. GIFFORD, JR. ATTORNEY-IN-FACT) | | | | | | | | | | | | February [removed: 26, 2025] [added: 25, 2026] | | |