DEF 14A of Altria Group, Inc., Apr 2, 2026

DEF 14A of Altria Group, Inc.

Filed Apr 2, 2026 · FY20250001104659-26-038900

Open on EDGAR

  1. April 2, 2026

    | Frequently Referenced Topics | | | Board Composition | 12 | | Compensation Discussion and Analysis | 38 | | Director Compensation | 24 | | Director Nominee Biographies | 27 | | Our Board’s Oversight Role | 16 | | Ownership of Equity Securities | 75 | | Related Person Transactions Policy | 14 | | Say on Pay | 39 | | Stakeholder Engagement | 6 | | Summary Compensation Table | 60 |

  2. Board Nominees

    Board Nominees You are being asked to vote on the following 10 nominees for director. All directors are elected annually by a majority of the votes cast. More information about each nominee for director can be found under “Proposal 1 – Election of Directors” beginning on page 27.

  3. Board Nominees

    | | | | | | | Ian L.T. Clarke | Marjorie M. Connelly | R. Matt Davis | Debra J. Kelly-Ennis | Salvatore Mancuso | | | | | | | | Kathryn B. McQuade | Virginia E. Shanks | Richard S. Stoddart | Ellen R. Strahlman | M. Max Yzaguirre |

  4. Attributes of Board Nominees

    Attributes of Board Nominees

  5. Attributes of Board Nominees

    | 9 of 10 Independent | 70% Gender and Ethnic Diversity | 5.8 Years Average Tenure | 64.9 Years Average Age | 6 New Directors Since 2021 | | More information on the self-identified diversity demographics of our Board nominees can be found in the “Diversity and Demographic Background” chart on page 13. | | | | |

  6. Skills and Experience of Board Nominees

    Skills and Experience of Board Nominees

  7. Skills and Experience of Board Nominees

    | | 7 Nominees | | 2 Nominees | | 9 Nominees | | | Consumer Products or Consumer Marketing | | Industry | | Regulated Industries | | | 4 Nominees | | 6 Nominees | | 5 Nominees | | | Chief Executive Officer Experience | | Financial Expertise, including Chief Financial Officer Experience | | Public Policy | | | 9 Nominees | | 7 Nominees | | 6 Nominees | | | Public Company Board Experience | | Leadership in Innovation | | Information Technology/Cybersecurity | | | 9 Nominees | | 8 Nominees | See page 12 for a description of each skill and experience and a matrix of our Board nominees’ individual skills and experiences. | | | | Environmental, Social and Governance | | International Business Experience | | |

  8. Skills and Experience of Board Nominees

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  9. Our Board of Directors

    Our Board of Directors Our Board currently consists of 12 directors. Directors are elected annually at each annual meeting to serve until the next annual meeting and until their successors are duly elected and qualified, subject to their earlier death, resignation or removal. With the exception of Mr. Mancuso, who was elected as a director by our Board effective January 29, 2026, each of the nominees for director was elected by shareholders at the 2025 Annual Meeting. Biographical information and qualifications of the nominees for director are included under “Proposal 1 – Election of Directors” beginning on page 27. In October 2025, George Muñoz notified Altria of his decision to retire from Board service following the completion of his current term. In December 2025, Mr. Gifford notified Altria of his decision to retire as a director and as CEO, effective May 14, 2026 at the conclusion of the 2026 Annual Meeting. As a result, Mr. Muñoz and Mr. Gifford will not stand for election to our Board at the 2026 Annual Meeting. All other current directors are standing for election at the 2026 Annual Meeting.

  10. Director Compensation

    Director Compensation

  11. Director Compensation Review

    Director Compensation Review The NCGSR Committee reviews and periodically recommends updates to the director compensation program to our Board for approval. During these reviews, the NCGSR Committee considers our director compensation philosophy, the competitiveness of director compensation based on an independent benchmarking study (which evaluates director compensation at companies within our Compensation Survey Group (“CSG”) described under “Benchmarking” beginning on page 57, other peer groups and relevant market indices) and current market practices. The NCGSR Committee also considers the appropriateness of the form, mix and amount of director compensation. The NCGSR Committee then makes a recommendation to our Board concerning such compensation with a view toward attracting and retaining qualified directors.

  12. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table

  13. Non-Employee Director Compensation Table

    | | Fees | | | | | | Earned or | | | | | | Paid in | Stock | All Other | | | | Cash | Awards | Compensation | Total | | Name | ($) | ($) (1) | ($) (2) | ($) | | Ian L.T. Clarke | 125,000 | 185,052 | - | 310,052 | | Marjorie M. Connelly | 150,000 | 185,052 | 30,000 | 365,052 | | R. Matt Davis | 125,000 | 185,052 | 30,000 | 340,052 | | Debra J. Kelly-Ennis | 143,000 | 185,052 | 14,300 | 342,352 | | Kathryn B. McQuade | 220,000 | 335,037 | 30,000 | 585,037 | | George Muñoz | 150,000 | 185,052 | 18,000 | 353,052 | | Virginia E. Shanks | 143,000 | 185,052 | 20,000 | 348,052 | | Richard S. Stoddart (3) | 114,917 | 185,052 | 30,500 | 330,469 | | Ellen R. Strahlman | 143,000 | 185,052 | - | 328,052 | | M. Max Yzaguirre | 130,000 | 185,052 | 12,062 | 327,114 |

  14. Non-Employee Director Compensation Table

    | (1) Pursuant to the 2015 Director Stock Plan, on May 15, 2025, each non-employee director received 3,219 shares of Altria common stock with an aggregate grant date fair market value of $185,052, and Ms. McQuade received an additional 2,609 shares of Altria common stock with an aggregate grant date fair market value of $149,985 as Board Chair. The grant date fair market value of the Board member stock award is slightly higher than $185,000 because the grant was made in whole shares. The grant date fair market value of Ms. McQuade’s combined stock award is slightly higher than $335,000 because the grant was made in whole shares. The grant date fair market value of $57.4875 per share was based on the average of the high and low trading prices of Altria common stock on May 15, 2025. |

  15. Non-Employee Director Compensation Table

    | (2) All Other Compensation consists of matching gifts paid in 2025 under our Match Your Dollars Program. |

  16. Non-Employee Director Compensation Table

    | (3) Mr. Stoddart became a director effective February 3, 2025. |

  17. 2026 Director Nominee Biographies and Qualifications

    2026 Director Nominee Biographies and Qualifications

  18. 2026 Director Nominee Biographies and Qualifications

    | Independent Age: 65 Director Since: 2022 Board Committees: ■Audit ■Finance ■Nominating, Corporate Governance and Social Responsibility | Ian L.T. Clarke Position, Principal Occupation and Professional Experience: Retired Chief Financial Officer, Greater Toronto Airports Authority ■Served as Chief Financial Officer of Greater Toronto Airports Authority, operator of Toronto Pearson International Airport, Canada’s largest airport, from 2017 through December 2022. ■Served as Executive Vice President and Chief Financial Officer, Business Development of Maple Leaf Sports & Entertainment Ltd. (“Maple Leaf Sports”), owner of the Toronto Maple Leafs, Toronto Raptors, Toronto FC and the Air Canada Centre, from 2004 through 2016. Mr. Clarke spent 26 years at Maple Leaf Sports in key strategic planning and financial leadership positions. Other Current Public Directorships: None. Prior Public Company Directorships: None. Other Directorships, Trusteeships and Memberships: AGF Management Limited (TSX: AGF.B); First Capital Real Estate Investment Trust (TSX: FCR.UN); Canadian Olympic Committee; Canadian Olympic Foundation. | | Director Qualifications: The NCGSR Committee believes that Mr. Clarke’s significant financial, accounting, strategic planning, business operations, risk management and public company board experience provide clear support for his nomination for election to our Board. | |

  19. 2026 Director Nominee Biographies and Qualifications

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  20. 2026 Director Nominee Biographies and Qualifications

    | Independent Age: 64 Director Since: 2021 Board Committees: ■ Audit (Chair) ■ Compensation and Talent Development ■ Executive ■ Nominating, Corporate Governance and Social Responsibility | Marjorie M. Connelly Position, Principal Occupation and Professional Experience: Retired Chief Operating Officer, Convergys Corporation ■ Served as Chief Operating Officer of Convergys Corporation (now Concentrix Corporation), a publicly traded global leader in customer management, from November 2014 through December 2017. ■ Served as Interim President of Longwood University from June 2012 to May 2013. ■ Served as Global Chief Operating Officer at Barclaycard from July 2009 through December 2011. ■ Served as Chief Operating Officer of Wachovia Securities from April 2006 to July 2008. ■ Held a variety of executive positions at Capital One Financial Corporation, including Executive Vice President, Head of Infrastructure for U.S. credit card operations and interim Chief Information Officer, from 1994 to 2006. Other Current Public Directorships: PRA Group, Inc. (NASDAQ: PRAA). Prior Public Company Directorships: None. Other Directorships, Trusteeships and Memberships: MissionOG Capital LLC (Advisor); Piedmont Virginia Community College Foundation; The Women’s Initiative (Director Emeritus). Previously served on the board of the State Council of Higher Education for Virginia. | | Director Qualifications: The NCGSR Committee believes that Ms. Connelly’s extensive operational executive management experience at large publicly held consumer-oriented companies, together with her financial acumen and experience, information technology and cybersecurity experience, general business knowledge and public company board experience, provide clear support for her nomination for election to our Board. | |

  21. 2026 Director Nominee Biographies and Qualifications

    | Independent Age: 61 Director Since: 2021 Board Committees: ■ Compensation and Talent Development ■ Innovation ■ Nominating, Corporate Governance and Social Responsibility | R. Matt Davis Position, Principal Occupation and Professional Experience: Retired President, North America, and Senior Vice President, Global Corporate Affairs, Dow Inc. and President, Driftwood Leadership, LLC ■ Serves as President of Driftwood Leadership, LLC, a leadership training and consulting firm, since 2019. ■ Served as President, North America, and Senior Vice President, Global Corporate Affairs, of Dow Inc. (“Dow”), an innovative materials science company, from 2016 to 2019. ■ Held a variety of executive corporate affairs, communications and leadership roles across the Dow organization, from 1987 to 2016. Other Current Public Directorships: None. Prior Public Company Directorships: None. Other Directorships, Trusteeships and Memberships: Michigan State University, College of Communications, Arts & Sciences Alumni Board; Lake State Railway Company. Previously served on the boards of World Freerunning Parkour Federation, Saratoga WarHorse Foundation, Inc. and After the Impact Fund, Inc. | | Director Qualifications: The NCGSR Committee believes that Mr. Davis’s extensive public policy, business and executive leadership experiences in a highly regulated industry (including his role leading Dow’s largest operating division) provide clear support for his nomination for election to our Board. | |

  22. 2026 Director Nominee Biographies and Qualifications

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  23. 2026 Director Nominee Biographies and Qualifications

    | Independent Age: 69 Director Since: 2013 Board Committees: ■ Audit ■ Executive ■ Innovation ■ Nominating, Corporate Governance and Social Responsibility (Chair) | Debra J. Kelly-Ennis Position, Principal Occupation and Professional Experience: Retired President and Chief Executive Officer, Diageo Canada, Inc. ■ Served as President and Chief Executive Officer of Diageo Canada, Inc., a subsidiary of Diageo plc, a global spirits, wine and beer company, from 2008 to June 2012. ■ Served as Chief Marketing Officer for Diageo North America, Inc., a subsidiary of Diageo plc, from 2005 to 2008. ■ Held marketing, sales and general management positions with RJR/Nabisco, Inc., The Coca-Cola Company, General Motors Corporation and Grand Metropolitan PLC. Other Current Public Directorships: TFI International Inc. (NYSE and TSX: TFII). Prior Public Company Directorships: Carnival Corporation & plc (2012 to January 2020) (NYSE: CCL); PulteGroup, Inc. (1997 to September 2016) (NYSE: PHM); Hertz Global Holdings, Inc. (2013 to October 2015) (NASDAQ: HTZ). Other Directorships, Trusteeships and Memberships: Dress for Success Worldwide (Director Emeritus). | | Director Qualifications: The NCGSR Committee believes that Ms. Kelly-Ennis’s leadership experiences, particularly her executive positions with several large, consumer-focused companies in multiple industries, and her significant marketing, innovation, public company board experience, sales and distribution experience at large publicly held companies, including companies in the consumer-packaged goods industry, provide clear support for her nomination for election to our Board. Furthermore, Ms. Kelly-Ennis’s skills and leadership experiences are complemented by her knowledge of Altria and our strategies, opportunities and challenges that she has gained in her years of service on our Board. | |

  24. 2026 Director Nominee Biographies and Qualifications

    | Age: 60 Director Since: 2026 | Salvatore Mancuso Position, Principal Occupation and Professional Experience: Executive Vice President and Chief Financial Officer, Altria Group, Inc. ■ Serves as Executive Vice President and Chief Financial Officer of Altria Group, Inc. since April 2020. ■ Served as Senior Vice President, Finance and Procurement of Altria Group, Inc. from June 2018 to April 2020. ■ Served as Senior Vice President, Strategy, Planning and Procurement from February 2016 to June 2018. ■ Served as Senior Vice President, Strategy, Planning and Accounting from March 2015 to February 2016. ■ Held numerous other senior leadership roles since joining the Altria family of companies in 1990. Other Current Public Directorships: Anheuser-Busch InBev SA/NV (Euronext: ABI; NYSE: BUD). Prior Public Company Directorships: None. Other Directorships, Trusteeships and Memberships: Richmond Performing Arts Corporation; GreenCity Community Development Authority for Henrico County. | | Director Qualifications: The NCGSR Committee believes that Mr. Mancuso’s role as Altria’s Executive Vice President and CFO, pending the effectiveness of his election to the office of CEO and his significant knowledge and understanding of Altria, our businesses and the external environment in which our businesses operate, together with his significant industry knowledge, financial expertise, leadership experience and public company board experience, provide clear support for his nomination for election to our Board. | |

  25. 2026 Director Nominee Biographies and Qualifications

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  26. 2026 Director Nominee Biographies and Qualifications

    | Independent Age: 69 Director Since: 2012 Chair of the Board Board Committees: ■ Compensation and Talent Development ■ Executive (Chair) ■ Finance | Kathryn B. McQuade Position, Principal Occupation and Professional Experience: Retired Executive Vice President and Chief Financial Officer, Canadian Pacific Railway Limited ■ Served as Senior Advisor of Canadian Pacific Railway Limited (“Canadian Pacific”), a transcontinental railway in Canada and the United States, from November 2012 to May 2013, after previously serving as Executive Vice President and Chief Financial Officer of Canadian Pacific from September 2008 until her retirement in November 2012. ■ Served as Executive Vice President and Chief Operating Officer of Canadian Pacific from June 2007 to September 2008. ■ Served as Executive Vice President – Planning and Chief Information Officer at Norfolk Southern Corporation where she spent 27 years in key information technology, strategic planning and finance leadership positions prior to joining Canadian Pacific. Other Current Public Directorships: None. Prior Public Company Directorships: None. Other Directorships, Trusteeships and Memberships: Previously served on the boards of TransAlta Renewables Inc. (TSX: RNW) and The College of William & Mary Foundation. | | Director Qualifications: The NCGSR Committee believes that Ms. McQuade’s significant financial and accounting expertise, particularly her experience as a public company chief financial officer, her information technology and cybersecurity experience, her general business knowledge and her executive management experience in a regulated industry, provide clear support for her nomination for election to our Board. Additionally, Ms. McQuade’s institutional knowledge of Altria and our strategies, opportunities and challenges that she gained during her tenure on our Board benefits her role as Chair of our Board and promotes Board effectiveness. | |

  27. 2026 Director Nominee Biographies and Qualifications

    | Independent Age: 65 Director Since: 2017 Board Committees: ■ Compensation and Talent Development ■ Executive ■ Finance (Chair) ■ Innovation | Virginia E. Shanks Position, Principal Occupation and Professional Experience: Retired Executive Vice President and Chief Administrative Officer, Pinnacle Entertainment, Inc. ■ Served as Executive Vice President and Chief Administrative Officer of Pinnacle Entertainment, Inc. (“Pinnacle”), a casino entertainment company, from July 2013 until October 2018 when Pinnacle merged with Penn National Gaming, Inc. (“Penn National”), also a casino entertainment company. ■ Served as Strategic Advisor for Penn National through December 2019 after the merger. ■ Served as Executive Vice President and Chief Marketing Officer of Pinnacle from October 2010 to June 2013. ■ Served as Chief Marketing Officer for Multimedia Games Inc., a casino gaming systems production company, from 2008 to 2010 prior to joining Pinnacle. ■ Held senior executive positions for more than 25 years at the property, division and corporate levels of Caesars Entertainment Corp., including Senior Vice President of Brand Management, prior to 2008. Other Current Public Directorships: EPR Properties (NYSE: EPR); Light & Wonder, Inc. (NASDAQ: LNW). Prior Public Company Directorships: None. Other Directorships, Trusteeships and Memberships: Previously served on the board of Rebuilding Together Northern Nevada. | | Director Qualifications: The NCGSR Committee believes that Ms. Shanks’s significant regulated industry and consumer-oriented marketing expertise, particularly her extensive background in brand positioning and digital and database marketing, as well as her experience in information technology and cybersecurity and public company board experience, provide clear support for her nomination for election to our Board. | |

  28. 2026 Director Nominee Biographies and Qualifications

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  29. 2026 Director Nominee Biographies and Qualifications

    | Independent Age: 63 Director Since: 2025 Board Committees: ■ Audit ■ Innovation ■ Nominating, Corporate Governance and Social Responsibility | Richard S. Stoddart Position, Principal Occupation and Professional Experience: Chair of the Board of Hasbro, Inc. and former President and Chief Executive Officer of InnerWorkings, Inc. ■ Serves as the Chair of the Board of Hasbro, Inc., a multi-national toy manufacturing and entertainment holding company, since February 2022. ■ Served as interim Chief Executive Officer of Hasbro, Inc. from October 2021 until February 2022. ■ Served as President and Chief Executive Officer of InnerWorkings, Inc., a global marketing execution firm, from 2018 until October 2020 when InnerWorkings, Inc. was acquired. ■ Served as Chief Executive Officer of Leo Burnett Worldwide, one of the world’s largest advertising agencies, from February 2017 to 2018, after previously serving as the Chief Executive Officer of Leo Burnett North America from 2013 to 2016 and President of Leo Burnett North America from 2005 to 2013. Other Current Public Directorships: Hasbro, Inc. (NASDAQ: HAS). Prior Public Company Directorships: InnerWorkings, Inc. (2018 to 2020) (NASDAQ: INWK); Selina Hospitality PLC (2022 to 2024) (NASDAQ: SLNA). Other Directorships, Trusteeships and Memberships: Affinity Answers; Highdive, LLC; The Off The Street Club; Mavera.io (Advisor); Gymnasium Group (Advisor). Previously served on the board of Carbon Media Group, LLC. | | Director Qualifications: The NCGSR Committee believes that Mr. Stoddart’s significant experience in advertising, marketing, building global brands and businesses, as well his professional, administrative and leadership experiences in both the private and public sectors, and public company board experience provide clear support for his nomination for election to our Board. | |

  30. 2026 Director Nominee Biographies and Qualifications

    | Independent Age: 68 Director Since: 2020 Board Committees: ■ Executive ■ Finance ■ Innovation (Chair) ■ Nominating, Corporate Governance and Social Responsibility | Ellen R. Strahlman Position, Principal Occupation and Professional Experience: Retired Executive Vice President, Research & Development and Chief Medical Officer, Becton, Dickinson and Company ■ Served as Executive Vice President, Research & Development and Chief Medical Officer of Becton, Dickinson and Company, a leading global medical technology company, from April 2013 until her retirement in January 2018. ■ Served as a Senior Advisor to the CEO at GlaxoSmithKline, a global biopharma company, from April 2012 through March 2013, after previously serving as the Senior Vice President and Chief Medical Officer from April 2008 through March 2012. ■ Held senior executive leadership roles in global product development and commercialization, medical affairs and business development at leading pharmaceutical and medical technology companies including Pfizer, Inc., Novartis AG, Virogen Limited, Bausch & Lomb, Inc. and Merck & Co., Inc. prior to 2008. Other Current Public Directorships: Hyperion DeFi, Inc. (NASDAQ: HYPD). Prior Public Company Directorships: None. Other Directorships, Trusteeships and Memberships: Previously served on the boards of Syncona Limited (LSE: SYNC) and Syncona Partners LLP. | | Director Qualifications: The NCGSR Committee believes that Dr. Strahlman’s significant experience in innovation, global product development and commercialization in regulated industries, public company board experience, as well as her medical background and experience in biosciences, provide clear support for her nomination for election to our Board. | |

  31. 2026 Director Nominee Biographies and Qualifications

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  32. 2026 Director Nominee Biographies and Qualifications

    | Independent Age: 65 Director Since: 2022 Board Committees: ■ Audit ■ Compensation and Talent Development ■ Finance ■ Innovation | M. Max Yzaguirre Position, Principal Occupation and Professional Experience: Retired Executive Chairman, Forbes Bros. Holdings, Ltd. ■ Served as U.S. Chairman and Chief Executive Officer of Forbes Bros. Holdings, Ltd., an energy infrastructure construction company, from 2017 to 2019, and as Executive Chairman from 2019 to 2021. ■ Served as Chief Executive Officer of Yzaguirre Group, LLC, a business and public affairs strategic advisory firm, from 2006 to 2017. ■ Served as Chairman of Isolux Ingenieria USA, LLC, the U.S. operation and wholly owned subsidiary of Isolux Corsan S.A., a Spanish engineering, procurement and construction company, from 2011 to 2013, having previously served as Chief Executive Officer from 2010 to 2011. ■ Served as President of Hunt-Mexico, Inc., an investor in energy, real estate and private equity opportunities, and as President of Hunt Resources, Inc., an investor in energy production and transportation opportunities, from 2002 to 2006. Other Current Public Directorships: WaFd, Inc. (NASDAQ: WAFD); Solaris Energy Infrastructure, Inc. (NYSE: SEI). Prior Public Company Directorships: Aris Water Solutions, Inc. (2021 to 2025) (NYSE: ARIS); Luther Burbank Corporation (2021 to 2024) (NASDAQ: LBC); BBVA USA Bancshares, Inc. (2009 to 2021); Texas Regional Bancshares, Inc. (2000 to 2006) (NASDAQ: TRBS). Other Directorships, Trusteeships and Memberships: Washington Federal Bank dba WaFd Bank. Previously served on the boards of BBVA USA Bank and Texas State Bank. | | Director Qualifications: The NCGSR Committee believes that Mr. Yzaguirre’s executive leadership experience, financial acumen, domestic and international business and public affairs experience (including with highly regulated industries) and public company board experience, provide clear support for his nomination for election to our Board. | |

  33. 2026 Director Nominee Biographies and Qualifications

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  34. 2026 Director Nominee Biographies and Qualifications

    Audit Committee Matters

  35. Compensation Philosophy

    | ■ | clear articulation of corporate and individual performance goals; |

  36. Compensation Philosophy

    | ■ | transparent measurement against both corporate and individual performance goals. |

  37. 2025 Performance of NEOs

    2025 Performance of NEOs The Committee considered several factors in approving each element of 2025 executive compensation. For the 2025 Annual Incentive Award plan, the Committee primarily evaluated our financial and strategic performance, as described under “Business Performance” on page 38. The Committee also considered the individual performance of each NEO for purposes of approving salary increases, annual cash incentive awards and equity awards. Our NEOs, along with other people leaders, were evaluated in 2025 for individual inclusive leadership as part of their performance evaluation. Executives receive variable elements of short- and long-term compensation only after the relevant performance period has ended and the Committee has assessed Altria’s actual performance relative to stated goals established at the beginning of the period. In addition, the Committee considered industry compensation market data and tally sheets for each NEO that included their total cash and long-term compensation for the last three years. The Committee evaluated each of our NEO’s progress against their performance goals and the relationship of their performance to our overall 2025 results. We discuss the 2025 performance of each NEO below.

  38. Principles

    | ■ | promote pursuit of business strategies that are aligned with our Vision, intended to create long-term value for shareholders and executed with integrity; |

  39. Principles

    | ■ | align the interests of shareholders and executives through equity and cash performance-based long-term incentive awards, stock ownership and holding requirements and anti-hedging and anti-pledging policies with respect to our stock; |

  40. Principles

    | ■ | short- and long-term compensation to appropriately reward and motivate the achievement of both annual and long-term goals and objectives; |

  41. Principles

    | ■ | cash and equity compensation that seeks to discourage actions focused solely on our stock price to the detriment of strategic goals and to minimize the potentially dilutive nature of equity compensation on shareholder value; and |

  42. Principles

    | ■ | equity compensation consisting of RSU and PSU awards. |

  43. Principles

    | (1) Consists of the target award under the 2025 Annual Incentive Award plan, the target 2025 equity awards and the target 2025 – 2027 LTIP award, in each case, using the 2025 salary range midpoint for the applicable salary band. |

  44. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  45. Long-Term Incentive Compensation

    | Equity Awards Annual RSU and PSU awards based on prior year’s individual performance and factors such as potential for advancement, retention and role criticality, vesting after a three-year period. PSU payout amount tied to performance against three-year target company financial performance measures. | ■ Align NEOs’ interests with shareholders through company performance and build stock ownership ■ Recognize individual performance after it is delivered and potential for advancement ■ Retain talented leaders | | Long-Term Incentive Plan Cash-based performance incentive plan based on performance against three-year financial and strategic goals. | ■ Align NEOs’ interests with shareholders ■ Recognize long-term company financial and strategic performance after it is delivered ■ Retain talented leaders |

  46. Post-Termination Benefits and Change in Control Payments

    Post-Termination Benefits and Change in Control Payments

  47. Post-Termination Benefits and Change in Control Payments

    | Defined Benefit Plans Retirement plans providing for the continuation of a portion of compensation upon retirement or separation from service. Generally, only employees hired prior to January 1, 2008 are eligible. | ■ Provide opportunity for financial security in retirement ■ Retain talented leaders | | Defined Contribution Plans Annual cash contribution based on a formula related to adjusted diluted EPS growth and, for employees not participating in a defined benefit plan, a supplemental contribution and matching contributions. Includes an Altria stock investment option. | ■ Provide opportunity for financial security in retirement ■ Provide additional opportunity to build stock ownership |

  48. Post-Termination Benefits and Change in Control Payments

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  49. Post-Termination Benefits and Change in Control Payments

    | Change in Control Payments Payments to executives in connection with a defined change in the ownership of Altria. Change in control provisions are contained in our 2020 PIP and 2025 PIP, which also include provisions for double-trigger and no excise tax gross-up. | ■ Allow NEOs to focus on delivering shareholder value in a period of uncertainty, such as a higher likelihood of job loss after a potential transaction ■ Allow NEOs to receive awards granted for periods of performance before a change in control | | Termination Payments For certain types of involuntary separations (excluding misconduct), potential for severance benefits (including continuation of salary and medical coverage based on years of service). Our NEOs are eligible for the same severance benefits as our other salaried employees. | ■ Provide opportunity for protection upon an unexpected event |

  50. 2025 Executive Compensation Program Decisions

    | ■ | the Annual Incentive Award target from 170% to 175% of salary; |

  51. 2025 Executive Compensation Program Decisions

    | ■ | the annual equity award target from $7.23 million to $8.5 million; and |

  52. 2025 Executive Compensation Program Decisions

    | ■ | the annual LTIP award target from 260% of salary ($3.77 million) to a dollar-based target of $4.0 million. |

  53. 2025 Executive Compensation Program Decisions

    | ■ | the Annual Incentive Award target from 95% to 100% of salary; |

  54. 2025 Executive Compensation Program Decisions

    | ■ | the annual equity award target from $1.75 million to $2.0 million; and |

  55. 2025 Executive Compensation Program Decisions

    | ■ | the annual LTIP award target from 140% of salary to a dollar-based target of $1.25 million. |

  56. 2025 Executive Compensation Program Decisions

    | ■ | the Annual Incentive Award target from 80% to 85% of salary; |

  57. 2025 Executive Compensation Program Decisions

    | ■ | the annual equity award target from $0.99 million to $1.05 million; and |

  58. 2025 Executive Compensation Program Decisions

    | ■ | the annual LTIP award target from $676,500 to $750,000. |

  59. Annual Incentive Awards

    Annual Incentive Awards The Annual Incentive Award plan is a cash-based, pay-for-performance plan for salaried employees, including our NEOs. Participants have an annual award target based on salary band and expressed as a percentage of salary. The Committee annually reviews our benchmarking data, and reviews and approves any award target changes for employees in salary band I and above. Annual incentive awards are paid only after business results are assessed against pre-established performance measures and strategic initiatives, and individual performance is evaluated. No individual is guaranteed an award and the Committee retains the discretion to adjust awards upward or downward. In the event of a salary band change during the performance cycle, award targets are adjusted on a prorated basis. Each of our NEOs remained in his or her same salary band during 2025. The following formula was the basis for determining awards under the 2025 Annual Incentive Award plan:

  60. Annual Incentive Awards

    | Salaryx | Target (% of salary)x | Business Performance Ratingx | Individual Performance Multiplier | = | Annual Incentive Award | | | | Adjusted Diluted EPS (30%) | | | | | | | Adjusted Discretionary Cash Flow (25%) | | | | | | | Total Adjusted OCI (30%) | | | | | | | Strategic Initiatives (15%) | | | |

  61. Annual Incentive Awards

    At the conclusion of each year, the Committee reviews Altria’s performance against pre-established financial measures and strategic initiatives and assigns a rating from 0% to 130%. For 2025, the Committee identified (1) adjusted diluted EPS, (2) adjusted discretionary cash flow and (3) total adjusted OCI as the financial measures for determining awards under the Annual Incentive Award plan because it believes that these measures align with our financial goals and the interests of our shareholders. The Committee approved the targets for the financial measures in February 2025, and subsequently increased the targets to align with a change to the treatment of amortization expense associated with definite-lived intangible assets, which are now excluded from our adjusted results. The revisions increased the adjusted diluted EPS target and had minimal impact on our short-term and long-term incentive compensation metrics.

  62. Annual Incentive Awards

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  63. Annual Incentive Awards

    In determining Altria’s performance in 2025 against these measures, the Committee considered the following:

  64. Annual Incentive Award Measures ($ in millions, except per share data)

    Annual Incentive Award Measures ($ in millions, except per share data)

  65. Annual Incentive Award Measures ($ in millions, except per share data)

    | | Results and Rating (from 0% - 130%) | Weighting | Weighted Rating | | Adjusted Diluted EPS (1) (Rating Range) | | 30% | 34.00% | | Adjusted Discretionary Cash Flow (1) (Rating Range) | | 25% | 32.50% | | Total Adjusted OCI (1) (Rating Range) | | 30% | 33.74% | | Strategic Initiatives (Rating Range) | | 15% | 17.25% | | 2025 Annual Incentive Award Rating (rounded) | | | 117% |

  66. Annual Incentive Award Measures ($ in millions, except per share data)

    | (1) Adjusted diluted EPS, adjusted discretionary cash flow and total adjusted OCI are non-GAAP financial measures. See Exhibit A to this Proxy Statement for information regarding non-GAAP financial measures and reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures. |

  67. Annual Incentive Award Measures ($ in millions, except per share data)

    The 2025 strategic initiatives against which the Committee evaluated Altria’s performance, as shown above, were designed to promote our long-term success. Those initiatives and results are below:

  68. Annual Incentive Award Measures ($ in millions, except per share data)

    | Strategic Initiative | Result | | ■ Maximize the long-term profitability of our traditional tobacco businesses and maintain category leadership while shifting resources to our innovative smoke-free products to meet our 2028 Enterprise Goals. | We met and exceeded several milestones against this initiative as we ■ enabled NJOY to respond to marketplace uncertainty by preparing for several out-of-market scenarios and minimizing the disruption associated with unfavorable U.S. International Trade Commission (“ITC”) litigation outcomes; ■ achieved Helix profitability and increased on! brand awareness; ■ began expanding our import and export capabilities and building operational expertise to support our broader international aspirations and provide greater financial flexibility for PM USA and the enterprise; ■ used revenue growth management capabilities to strategically reposition Basic in stores and geographies where discount brands over-index. In the fourth quarter, Basic retail share grew to 2.1%, up 1.9 share points year-over-year; ■ expanded Marlboro share of premium to 59.4%, supported by brand loyalty rates above 95% in 2025; ■ expanded enterprise revenue growth management capabilities and focused investment in specific outlets to more effectively compete in large and growing traditional nicotine segments; and ■ enhanced our trade program, supply chain and manufacturing infrastructure to better manage a complex product portfolio, navigate an increasingly complex regulatory environment and drive supply chain efficiencies. |

  69. Annual Incentive Award Measures ($ in millions, except per share data)

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  70. Annual Incentive Award Measures ($ in millions, except per share data)

    | ■ Develop a consistent pipeline of superior innovative smoke-free nicotine products based on adult tobacco consumer and foundational science insights through internal and external development and acquisition. | We met expectations as we ■ identified next-generation e-vapor product development opportunities; ■ received FDA authorization for on! PLUS in three flavors at two nicotine strengths in December 2025; ■ established a consistent pipeline of innovative oral products and submitted premarket tobacco product applications (“PMTAs”) for additional on! PLUS flavors; ■ through Horizon, submitted a combined PMTA and Modified Risk Tobacco Product Application (“MRTPA”) to the FDA for the Ploom heated tobacco device and Marlboro-branded heated tobacco sticks; and ■ prepared for U.S. heated tobacco stick manufacturing. | | ■ Drive long-term enterprise value through the international expansion of reduced risk products and rapidly test-and-learn our entry into adjacent non-nicotine products and services. | We met expectations as we ■ expanded nicotine pouch products, including FUMi, to seven markets and increased retail distribution to more than 40,000 stores; ■ entered into an MOU with KT&G to use the companies’ complementary strengths and offerings in the joint pursuit of long-term growth opportunities with modern oral nicotine products, non-nicotine products and operating efficiency in traditional tobacco; ■ developed new infrastructure to rapidly test non-nicotine products; and ■ provided certain sales and distribution services to Proper Wild, a manufacturer of clean energy shots, which achieved broad commercial distribution to over 25,000 stores. | | ■ Lead the external environment in support of harm reduction, invest in our talent and culture and enhance the digital capabilities that enable us to achieve our Vision. | We exceeded expectations as we ■ led the industry in advocating for a fully functioning regulatory system that embraces harm reduction including needed regulatory reforms, such as the FDA’s oral nicotine pouch pilot program established in 2025; ■ continued our Optimize & Accelerate initiative to modernize our ways of working, including through increased digital capabilities, and remained on track to deliver cumulative cost savings of at least $600 million by the end of 2029; ■ helped reduce underage use of tobacco products through outlets using our age validation technology; and ■ attracted, developed and deployed the talent needed to achieve our Vision and foster an exceptional employee experience for our talent to thrive. |

  71. Annual Incentive Award Measures ($ in millions, except per share data)

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  72. Annual Incentive Award Measures ($ in millions, except per share data)

    The Committee used the Annual Incentive Award business performance rating, together with the individual performance of the NEOs, to determine the 2025 awards below. See “2025 Performance of NEOs” beginning on page 40.

  73. 2025 Annual Incentive Award Target Percentages, Award Ranges and Actual Awards

    2025 Annual Incentive Award Target Percentages, Award Ranges and Actual Awards

  74. 2025 Annual Incentive Award Target Percentages, Award Ranges and Actual Awards

    | | | | | | 2025 | | | | | | | | | | Business | Individual | Actual Award for | | | | | | | Target | Performance | Performance | 2025 Performance | | | | | Salary | Target | Award ((1)) | Rating (2) | Multiplier (3) | | (% of | | Name | Band | ($) | (%) | ($) | (%) | (%) | ($) | target) | | William F. Gifford, Jr. | A | 1,450,000 | 175 | 2,537,500 | 117 | 150 | 4,450,000 | 175 | | Salvatore Mancuso | B | 888,400 | 100 | 888,400 | 117 | 130 | 1,351,257 | 152 | | Jody L. Begley | B | 868,100 | 100 | 868,100 | 117 | 115 | 1,168,028 | 135 | | Heather A. Newman | C | 706,400 | 85 | 600,440 | 117 | 115 | 807,892 | 135 | | Charles N. Whitaker | C | 743,500 | 85 | 631,975 | 117 | 130 | 961,234 | 152 |

  75. 2025 Annual Incentive Award Target Percentages, Award Ranges and Actual Awards

    | (1) Assumes 100% business rating and individual performance multiplier. |

  76. 2025 Annual Incentive Award Target Percentages, Award Ranges and Actual Awards

    | (2) The business performance rating can range from 0% to 130%. |

  77. 2025 Annual Incentive Award Target Percentages, Award Ranges and Actual Awards

    | (3) The individual performance multipliers for our NEOs other than the CEO were based on individual performance on a five-point scale and can range from 0% to 150%. The individual performance multiplier for our CEO was determined by the Committee and can range from 0% to 175%. |

  78. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We award long-term incentives to executive officers through a combination of equity awards and performance-based cash incentive awards under the LTIP. For equity awards, our CEO received a mix of 50% RSUs and 50% PSUs and our other NEOs received a mix of 60% RSUs and 40% PSUs. Together, PSUs and the LTIP are generally targeted to deliver 70% of our CEO’s and 64% of our NEOs’ target long-term incentives through performance-based elements, with the remainder comprised of time-based RSUs.

  79. Target Long-Term Incentive Mix (1)

    Target Long-Term Incentive Mix (1)

  80. Target Long-Term Incentive Mix (1)

    | (1) This chart reflects target awards under the 2025 – 2027 LTIP performance cycle and target equity awards granted in 2025. |

  81. Target Long-Term Incentive Mix (1)

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  82. Target Long-Term Incentive Mix (1)

    | 2025 Equity Award Highlights ■50% RSUs / 50% PSUs for our CEO ■60% RSUs / 40% PSUs for our other NEOs ■Vesting period of at least three years ■RSUs: Cash dividend equivalent payments ■PSUs: Dividend equivalents not paid until end of performance period and based on shares actually earned ■NEO grant award values based on: ■Executive’s individual performance in year prior to the grant ■Executive’s potential for advancement at the time of grant (other than our CEO) ■Committee discretion ■Competitive benchmarking ■Number of RSUs and PSUs awarded is based on fair market value of our stock on the grant date ■Strong stock ownership and holding requirements |

  83. Long-Term Incentive Compensation: Equity Awards

    Long-Term Incentive Compensation: Equity Awards Equity awards are intended to focus executives on increasing long-term shareholder value, enhance executive retention and promote executive stock ownership. The Committee reviews the targets for CEO and NEO awards each year based on market data. Award amounts decided by the Committee each year, relative to those targets and within a pre-established range, recognize prior year individual performance, retention and, for our NEOs other than our CEO, factors such as potential for advancement and role criticality. Vesting amounts reflect any stock appreciation and, for PSUs, performance against the financial measures during the vesting period. The awards generally vest three years after the date of the award, subject to earlier vesting on death, disability, retirement on or after age 65 with five or more years of service or potentially in connection with a change in control. This vesting period is intended to retain and motivate executives, while promoting long-term performance. The number of PSUs granted to an executive represents a target number of shares; for PSUs awarded in 2025, the actual share payout can range from 0% to 200% of the target based on company performance against specified measures. For RSUs, recipients receive cash dividend equivalents during the vesting period. For PSUs, dividends are accrued and paid out at the end of the performance period based on the final number of PSUs that vest, if any. The Committee annually reviews equity award targets against competitive data. Individual awards are generally granted on the date of Committee approval and are subject to the cap prescribed in our 2020 or 2025 PIP, as applicable. No individual is guaranteed an award. From time to time, the Committee grants special equity awards to select executives in key roles or with high potential for advancement for purposes of retention and to align with benchmarking data. These special equity awards generally have a longer vesting period. In connection with Ms. Newman’s election by our Board to become our Executive Vice President and CFO effective May 14, 2026 at the conclusion of the 2026 Annual Meeting, the Committee granted Ms. Newman a special equity award of RSUs in December 2025 with a grant date fair value of $1.5 million and a vesting period of five years. The Committee also granted a special equity award of RSUs with a grant date fair value of $1.0 million and a vesting period of four years to Mr. Whitaker due to his critical role in aligning human capital resources with our business strategies and Vision, and to align his equity incentives with the other senior-most executives reporting to the CEO. The targets, award ranges and actual equity awards for grants made to our NEOs in 2025 were as follows:

  84. Long-Term Incentive Compensation: Equity Awards

    | | | Equity | Equity | Actual Equity | Special Equity | | | Band at | Target | Award Range | Award (1) | Award (1) | | Name | Grant Date | ($) | ($) | ($) | ($) | | William F. Gifford, Jr. | A | 8,500,000 | 5,100,000 - 12,750,000 | 9,350,079 | — | | Salvatore Mancuso | B | 2,000,000 | 1,200,000 - 3,000,000 | 2,600,052 | — | | Jody L. Begley | B | 2,000,000 | 1,200,000 - 3,000,000 | 2,300,095 | — | | Heather A. Newman | C | 1,050,000 | 630,000 - 1,575,000 | 1,207,541 | 1,500,011 | | Charles N. Whitaker | C | 1,050,000 | 630,000 - 1,575,000 | 1,207,541 | 1,000,046 |

  85. Long-Term Incentive Compensation: Equity Awards

    (1)The amount shown is the aggregate grant date fair value of stock awards determined pursuant to Financial Accounting Standards Board (“FASB”) Codification Topic 718. The number of RSUs and PSUs awarded in 2025, together with the grant date values and vesting terms of the RSUs and the PSUs awarded, is disclosed in the Grants of Plan-Based Awards during 2025 table on page 62.

  86. Long-Term Incentive Compensation: Equity Awards

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  87. Financial Performance Measures for 2025 PSUs

    Financial Performance Measures for 2025 PSUs The formula for determining the number of shares delivered to our NEOs at the conclusion of the 2025 – 2027 performance cycle for the 2025 PSUs is:

  88. Financial Performance Measures for 2025 PSUs

    | 2025 PSUs Granted | Financial Performance Rating | | | | | Altria Shares Delivered | | x | Adjusted Diluted EPS Growth 75% | + | Cash Conversion (1) 25%x | Relative TSR (2) +/- 20% | = | |

  89. Financial Performance Measures for 2025 PSUs

    | (1) Defined as the portion of our adjusted net earnings that is converted to adjusted discretionary cash flow. |

  90. Financial Performance Measures for 2025 PSUs

    | (2) Versus the companies that comprised the S&P 500 Food, Beverage & Tobacco Index as of January 1, 2025 and remain in the Index as of December 31, 2027. |

  91. Financial Performance Measures for 2025 PSUs

    The weighted ratings of the financial measures, adjusted by the relative TSR modifier, determine the aggregate rating and the number of shares payable under the PSU awards. Each financial measure has a maximum rating of 200%; however, the maximum impact from the relative TSR modifier cannot result in a final rating of the financial measures being above 200%. The Committee believes that the combination of these measures provides solid alignment between Altria’s business strategies and our shareholders’ interests.

  92. 2023 PSU Performance

    2023 PSU Performance The PSUs granted in February 2023 with a 2023 – 2025 performance cycle (“2023 PSUs”) were measured against adjusted diluted EPS growth and cash conversion with the weighted result of these measures subject to a potential increase or decrease of up to 20% based on relative TSR versus the S&P 500 Food, Beverage & Tobacco Index. The tables below reflect the performance of the 2023 PSUs against each measure, followed by the final determination of the number of shares of Altria common stock delivered to each NEO at the end of the three-year performance period after applying the business performance rating to the number of PSUs originally granted.

  93. 2023 PSU Performance

    | Financial Measures | Results and Rating (from 0% - 130%) | Weighting | Weighted Rating | | 2023 – 2025 Adjusted Diluted EPS Growth (1)(2) (Rating Range) | | 75% | 58.7% | | 2023 – 2025 Cash Conversion (1)(2) (Rating Range) | | 25% | 30.4% | | | | | 89.1% | | | | Multiplied By: | | | 2023 – 2025 Relative TSR Percentile (3)(4) (Rating Range) | | | 118% | | 2023 PSU Rating (0% - 156%) (rounded) | | | 105% |

  94. 2023 PSU Performance

    | (1) Adjusted diluted EPS and cash conversion are non-GAAP financial measures. See Exhibit A to this Proxy Statement for information regarding non-GAAP financial measures and reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures. |

  95. 2023 PSU Performance

    | (2) Rating for each financial measure could not exceed 130%. |

  96. 2023 PSU Performance

    | (3) Versus the companies that comprised the S&P 500 Food, Beverage & Tobacco Index as of January 1, 2023 and remained in the Index as of December 31, 2025. |

  97. 2023 PSU Performance

    | (4) Altria’s three-year relative TSR percentile and cumulative percent return for the three-year period ending December 31, 2025, using the average closing price of the first and last 30 trading days of the performance period. |

  98. 2023 PSU Performance

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  99. 2023 PSU Performance

    The 2023 PSUs granted and number of shares of Altria common stock delivered to our NEOs in February 2026 were as follows:

  100. 2023 PSU Performance

    | | 2023 PSUs | 2023 PSU | Altria Shares | | | Granted | Performance Rating | Delivered | | Name | (#) | (%) | (#) | | William F. Gifford, Jr. | 67,013 | 105 | 70,364 | | Salvatore Mancuso | 16,348 | 105 | 17,166 | | Jody L. Begley | 16,348 | 105 | 17,166 | | Heather A. Newman | 11,259 | 105 | 11,822 | | Charles N. Whitaker | 9,248 | 105 | 9,711 |

  101. Long-Term Incentive Compensation: 2025 – 2027 LTIP Awards

    Long-Term Incentive Compensation: 2025 – 2027 LTIP Awards

  102. Long-Term Incentive Compensation: 2025 – 2027 LTIP Awards

    | 2025 – 2027 LTIP Highlights ■Three-year performance cycle ■Awards based on our performance against long-term financial and strategic goals and individual performance |

  103. Long-Term Incentive Compensation: 2025 – 2027 LTIP Awards

    The 2025 – 2027 LTIP is a long-term cash incentive performance plan that uses a three-year performance cycle (January 1, 2025 to December 31, 2027), an approach consistent with our long-term strategic planning process. At the beginning of each performance cycle, the Committee approves long-term financial and strategic performance goals, to be measured after completion of the performance cycle. Fifty percent of 2025 – 2027 LTIP awards will be based on the same financial measures, weightings and formula as the 2025 PSUs described above. The other 50% of the 2025 – 2027 LTIP awards will be based on the Committee’s quantitative and qualitative review of our achievement of 2027 milestones toward our 2028 Enterprise Goals. The rating range for the financial measures (weighted 50%) is 0-200%, and the rating range for performance against the 2027 milestones (weighted 50%) is 0-130%. Each executive has an award target based on his or her salary band. Awards are payable in cash after the end of the three-year performance cycle based on the Committee’s assessment of Altria’s actual performance against the financial measures and 2027 milestones during the entire award cycle. The Committee retains the discretion to adjust awards upward or downward, and no individual is guaranteed an award. The Committee considers each of our NEO’s earnings opportunity under the LTIP when setting compensation each year; however, those opportunities remain at risk until the Committee’s final assessment after the end of the three-year performance cycle. The following formula is the basis for determining the 2025 – 2027 LTIP awards for our NEOs:

  104. Long-Term Incentive Compensation: 2025 – 2027 LTIP Awards

    | Dollar Target (1) | LTIP Business Performance Rating | | | | | | | | | x | | | | | | | = | Three-Year LTIP Award | | | Adjusted Diluted EPS Growth | + | Cash Conversion (2)x | Relative TSR (3) +/- 20% | + | 2027 Milestones | | | | | 75% | | 25% | | | | | | | | 50% | | | | | 50% | | |

  105. Long-Term Incentive Compensation: 2025 – 2027 LTIP Awards

    | (1) In the event of a band change during the performance cycle, the award target will be adjusted on a prorated basis. |

  106. Long-Term Incentive Compensation: 2025 – 2027 LTIP Awards

    | (2) Defined as the portion of our adjusted net earnings that is converted to adjusted discretionary cash flow. |

  107. Long-Term Incentive Compensation: 2025 – 2027 LTIP Awards

    | (3) Versus the companies that comprised the S&P 500 Food, Beverage & Tobacco Index as of January 1, 2025 and remain in the Index as of December 31, 2027. |

  108. Long-Term Incentive Compensation: 2025 – 2027 LTIP Awards

    Details regarding the 2027 strategic performance milestones were approved by the Committee at the beginning of the cycle, but are not disclosed publicly before the end of the cycle because they are competitively sensitive. We expect to disclose the relevant performance metrics for the 2025 – 2027 LTIP performance cycle (as we do below for the 2023 – 2025 LTIP) after the compensation decisions for the then-current NEOs have been made. Following the conclusion of the 2025 – 2027 LTIP performance cycle, the Committee will assess Altria’s performance against the financial measures (adjusted by the TSR modifier) and strategic performance milestones to determine the final LTIP business performance rating, which can range from 0% to 165%.

  109. Long-Term Incentive Compensation: 2025 – 2027 LTIP Awards

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  110. Long-Term Incentive Compensation: 2025 – 2027 LTIP Awards

    The award targets for our NEOs for the 2025 – 2027 LTIP performance cycle shown below do not include the application of the business performance rating, which will not occur until after the end of the 2025 – 2027 performance cycle.

  111. Long-Term Incentive Compensation: 2025 – 2027 LTIP Awards

    | | | Band Target | | Name | Band | ($) | | William F. Gifford, Jr. | A | 4,000,000 | | Salvatore Mancuso | B | 1,250,000 | | Jody L. Begley | B | 1,250,000 | | Heather A. Newman | C | 750,000 | | Charles N. Whitaker | C | 750,000 |

  112. Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards

    Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards The 2023 – 2025 LTIP used a three-year performance cycle (January 1, 2023 to December 31, 2025) with the same financial measures, weightings and formula as the 2025 – 2027 LTIP described above, except the maximum rating for each financial measure was capped at 130% for the 2023 – 2025 LTIP. The 2023 – 2025 LTIP performance cycle concluded on December 31, 2025 and rewarded achievement of financial and strategic measures (each weighted 50%) intended to create value for shareholders. The Committee assigned ratings from 0% to 130% based on performance against these measures. Our performance against the financial measures was as follows:

  113. Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards

    | Financial Measures (50%) | Results and Rating (from 0% - 130%) | Weighting | Weighted Rating | | 2023 – 2025 Adjusted Diluted EPS Growth (1)(2) (Rating Range) | | 75% | 58.7% | | 2023 – 2025 Cash Conversion (1)(2) (Rating Range) | | 25% | 30.4% | | | | | 89.1% | | | | Multiplied By: | | | 2023 – 2025 Relative TSR Percentile (3)(4) (Rating Range) | | | 118% | | 2023 – 2025 LTIP Financial Measures Rating (0% - 156%) (rounded) | | | 105% |

  114. Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards

    | (1) Adjusted diluted EPS and cash conversion are non-GAAP financial measures. See Exhibit A to this Proxy Statement for information regarding non-GAAP financial measures and reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures. |

  115. Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards

    | (2) Rating for each financial measure could not exceed 130%. |

  116. Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards

    | (3) Versus the companies that comprised the S&P 500 Food, Beverage & Tobacco Index as of January 1, 2023 and remained in the Index as of December 31, 2025. |

  117. Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards

    | (4) Altria’s three-year relative TSR percentile and cumulative percent return for the three-year period ending December 31, 2025, using the average closing price of the first and last 30 trading days of the performance period. |

  118. Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards

    The Committee assessed performance against the strategic initiatives listed below, as well as the transformation of our companies’ innovative smoke-free portfolio at the end of 2025 versus the beginning of 2023.

  119. Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  120. Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards

    Performance against the strategic initiatives was as follows:

  121. Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards

    | Strategic Initiatives (50%) | Performance against Strategic Initiatives | | | ■ Submit a PMTA for an internally developed novel oral product and a heated tobacco product, to enhance our pipeline in these categories. | We exceeded expectations as Helix submitted PMTAs for on! PLUS products in three flavors (mint, wintergreen and tobacco) and three nicotine strengths (6mg, 9mg and 12mg) in June 2024. The FDA authorized 6mg and 9mg products while the 12mg products remain under review. Helix also submitted PMTAs for on! PLUS products in six additional flavor varieties across three nicotine strengths. In addition, we focused our heated tobacco strategy on Ploom, and Horizon filed a combined PMTA and MRTPA in August 2025. | | | ■ Develop options and implement an enterprise e-vapor strategy, to become an active participant in this growing category. | We underperformed relative to our expectations. We acquired NJOY in 2023, and our teams made significant progress in the e-vapor category before the ITC issued an exclusion order and cease-and-desist orders prohibiting the importation and sale of NJOY ACE in the United States. NJOY is working to bring new products back to the market but is only participating in the e-vapor category through NJOY Daily products. | | | ■ Design an enterprise commercialization strategy for heated tobacco to be executed upon FDA authorization, to be positioned to quickly execute in the marketplace. | We met expectations as Horizon submitted a joint PMTA and MRTPA for Ploom in August 2025. We also invested in commercialization infrastructure to support initial distribution and long-term volume growth. We established Horizon’s required corporate infrastructure. | | | ■ Deliver on! volume of 335 million cans over three years or achieve at least an 8% share of the oral tobacco segment and achieve breakeven Helix OCI by 2025, to continue to have proof points toward actively achieving our Vision. | We exceeded expectations as Helix shipped a cumulative 452.4 million cans of on! between 2023 and 2025 and achieved an 8.2% share of the U.S. oral tobacco category. In addition, Helix achieved profitability for the full year 2025. | | | ■ Make progress toward reaching our inclusion index aiming point vs. 2022, identify and address potential barriers to equal opportunity, and establish plans to ensure Altria has the talent we need for roles aligned to critical business priorities. | We met expectations based on our inclusion scores from our employee engagement surveys during the period and our implementation of a new Employee Resource Group operating model. We also realigned work and redeployed talent in several waves of our Optimize & Accelerate initiative and built strategic workforce planning capabilities to better align our talent to our critical business priorities. | | | ■ Develop options and implement an international partnership strategy, to achieve adjacent revenue and OCI. | We exceeded expectations through entry into our strategic partnership with KT&G and broadening our international modern oral product portfolio (on!, on! PLUS and FUMi) in key international markets. | | | ■ Maximize the contribution of our investments to the long-term benefit of our company and shareholders versus 2022, to enhance shareholder value. | We exceeded expectations as we executed a successful sale of a portion of our investment in ABI in 2024 and completed a $2.4 billion accelerated share repurchase program funded with proceeds from that sale. | | | ■ Demonstrate substantial progress toward our 2025 corporate responsibility focus area outcomes and environmental, social and governance expectations, to maintain a vibrant investor base. | We exceeded expectations as underage use of traditional tobacco products reached historically low levels, and youth vaping rates are at the lowest level in a decade. We achieved all 2030 environmental targets by year-end 2023 and announced new short- and long-term environmental targets validated by the Science-Based Targets initiative. We used a third-party ESG data solution, reducing time and cost of 2024 corporate responsibility reporting by over 50%. | | | 2023 – 2025 LTIP Strategic Measures Rating (0% - 130%) | | 120% | | 2023 – 2025 LTIP Business Performance Rating (50% Financial, 50% Strategic) (0% - 143%) | | 113% |

  122. Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  123. Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards

    The 2023 – 2025 LTIP awards for our NEOs were determined based on the individual award targets and assessment of business performance, with no adjustments based on individual performance.

  124. Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards

    | | | | LTIP | | | | | Individual | Business | 2023 – 2025 | | | | Award | Performance | Actual | | | | Target (1) | Rating | Award | | Name | Band | ($) | (0% - 143%) | ($) | | William F. Gifford, Jr. | A | 3,669,179 | 113 | 4,150,000 | | Salvatore Mancuso | B | 1,130,048 | 113 | 1,276,954 | | Jody L. Begley | B | 1,121,722 | 113 | 1,267,546 | | Heather A. Newman | C | 676,500 | 113 | 764,445 | | Charles N. Whitaker | C | 676,500 | 113 | 764,445 |

  125. Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards

    | (1) Award targets reflect prorations due to salary changes for bands A and B during the performance period. |

  126. Post-Termination Benefits and Change in Control Payments

    Post-Termination Benefits and Change in Control Payments We provide post-termination benefits to our NEOs, including retirement benefits and termination payments, if applicable, as well as payments in connection with a change in control.

  127. Post-Termination Benefits and Change in Control Payments

    | ■ | Retirement Benefits. Our NEOs participate in certain qualified and non-qualified retirement plans, which we believe promote executive retention and provide the opportunity for financial security in retirement. These retirement benefits are discussed in more detail in the narrative following the Pension Benefits table on page 64 and the Non-Qualified Deferred Compensation table on page 66. |

  128. Post-Termination Benefits and Change in Control Payments

    | ■ | Change in Control Payments. Our 2020 PIP and our 2025 PIP include a double-trigger provision for vesting or payment of annual incentive awards, equity awards and long-term incentive cash awards, provided that the successor entity continues or assumes the plans and awards or replaces them with substantially similar awards. The details of these provisions are discussed under “Payments upon Change in Control or Termination of Employment” beginning on page 67. |

  129. Post-Termination Benefits and Change in Control Payments

    | ■ | Termination Payments. The Severance Pay Plan for Salaried Employees (“Severance Plan”), which is generally applicable to all salaried employees, provides an opportunity for financial protection in the event of an involuntary termination of employment. This plan is discussed further under “Payments upon Change in Control or Termination of Employment” beginning on page 67. |

  130. Post-Termination Benefits and Change in Control Payments

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  131. Role of the Compensation and Talent Development Committee

    | ■ | Determines ratings for our performance for the annual and long-term incentive award formulas. |

  132. Committee Establishment of CEO Performance Goals and CEO Performance Evaluation

    Committee Establishment of CEO Performance Goals and CEO Performance Evaluation At the beginning of each year, our CEO proposes annual individual performance goals to the Committee for its consideration. The Committee establishes final goals and reviews them with our Board. Following the end of the year, the Committee discusses with our CEO his performance against the goals established the prior year and then, in its sole discretion, determines and approves our CEO’s compensation. Other than discussing his prior year performance with the Committee, our CEO has no role in setting his own compensation.

  133. Role of Consultants

    Role of Consultants For 2025, the Committee continued to engage Meridian Compensation Partners (“Meridian”) as the Committee’s independent consultant. Meridian provides the Committee advice and services, including:

  134. Role of Consultants

    | ■ | Regularly participating in Committee meetings, including executive sessions that exclude management; |

  135. Role of Consultants

    | ■ | Providing advice and making recommendations with regard to executive compensation; |

  136. Role of Consultants

    | ■ | Consulting with the Committee Chair and being available to consult with other Committee members between meetings; |

  137. Role of Consultants

    | ■ | Advising on the composition of the CSG; |

  138. Role of Consultants

    | ■ | Advising on our proxy statement and CD&A and supporting potential shareholder engagement on our executive compensation program; |

  139. Role of Consultants

    | ■ | Providing competitive compensation information focused on CEO pay primarily from public filings, including annual proxy filings, by companies within our CSG; |

  140. Role of Consultants

    | ■ | Providing competitive compensation information regarding incentive plan design and other pay program features; |

  141. Role of Consultants

    | ■ | Providing a risk assessment with respect to our executive compensation program; and |

  142. Role of Consultants

    | ■ | Providing a competitive review of annual and long-term incentives, as well as financial and strategic metrics. |

  143. Role of Consultants

    For the year ended December 31, 2025, Meridian provided no services to Altria other than consulting services to the Committee regarding executive compensation. The Committee reviews the current engagement and the objectivity and independence of the advice that Meridian provides on executive compensation. The Committee considered the six specific independence factors identified by the SEC and the NYSE and determined that Meridian is independent and Meridian’s work did not raise any conflicts of interest.

  144. Role of Consultants

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  145. Role of Consultants

    Management engages Aon plc (“Aon”), which conducts a survey of CSG companies. The survey collects compensation data and competitive practices. Aon also provides benchmarking regarding non-employee director compensation. Aon provides neither advice nor recommendations on the form or amount of our executive or director compensation, nor does Aon attend Board or Committee meetings. The Committee considers any data provided by Aon as part of the Committee’s executive compensation decision-making process.

  146. Benchmarking

    Benchmarking

  147. Risk Assessment

    | Risk-Mitigating Features ■Appropriate compensation mix of fixed versus at-risk variable pay, annual versus long-term pay, cash versus equity and performance-based versus non-performance-based pay ■Multiple objective performance factors used for annual and long-term incentive awards, coupled with the Committee’s authority to exercise negative discretion to reduce payouts ■Caps on annual and long-term incentive plan formulas ■Peer company benchmarking ■Significant stock ownership, holding requirements and anti-hedging/anti-pledging policies ■“Clawback” policies providing for the adjustment or recovery of executive compensation upon misconduct or the restatement of our financial statements ■Individual performance assessments that align NEO interests with the interests of shareholders |

  148. Altria’s Equity Grant Practices

    Altria’s Equity Grant Practices We follow a quarterly cadence for granting equity awards, generally granting awards at the end of February, May, August and November. These grants are made directly by the Committee or, subject to certain limitations, by our CEO through the delegation of the Committee’s authority. We may grant awards at other times in certain circumstances, such as a new hire or promotion; however, we generally delay such grants until the next quarterly grant date. We do not take material nonpublic information into account when determining the timing and terms of equity awards, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of equity awards. Our executive compensation program does not currently include grants of stock options or stock appreciation rights and none are outstanding.

  149. “Clawback” Policies Regarding the Adjustment or Recovery of Compensation

    “Clawback” Policies Regarding the Adjustment or Recovery of Compensation We have two “clawback” policies providing for the adjustment or recovery of compensation in certain circumstances. Under our clawback policy that is structured to comply with the requirements of the Dodd-Frank Act, if we are required to restate our financial statements, we are generally required to recover reasonably promptly from any current or former executive officer any incentive-based compensation that would not have been paid but for the incorrect financial statements. The recovery requirement applies to incentive-based compensation received during the three fiscal years preceding the restatement. Incentive-based compensation is any compensation that is granted, earned or vested, based on the achievement of a financial reporting measure, such as our annual incentive awards, LTIP awards and PSUs. Under our other clawback policy, which applies to all executives, if we are required to restate our financial statements, our Board or the Committee, in its discretion, may take such action as it deems necessary or appropriate to address the events that gave rise to the restatement and to prevent its reoccurrence. The policy also provides that our Board or the Committee may take such action it deems necessary or appropriate in the event it determines that a current or former executive has engaged in misconduct, regardless of whether there is a financial reporting error in calculating any of the compensation paid to the executive. Action in the event of a restatement or misconduct may include, to the extent permitted by applicable law, in appropriate cases, requiring partial or full reimbursement of any bonus or other incentive compensation paid to the executive, causing the partial or full cancellation of RSUs or PSUs, adjusting the future compensation of such executive and dismissing or taking legal action against the executive, in each case as our Board or the Committee determines to be in the best interests of Altria and our shareholders.

  150. Summary Compensation Table

    Summary Compensation Table The following table provides the compensation information of our NEOs for 2025, 2024 and 2023.

  151. Summary Compensation Table

    | | | | | Non-Equity | | | | | | | | | | Incentive Plans | | | | | | | | | | Annual | Long-Term | Change in | | | | | | | Stock Awards | Incentive | Incentive | Pension | All Other | | | Name and Principal | | Salary | Grant Value (1) | Plan | Plan | Value (2) | Compensation (3) | Total | | Position during 2025 | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | William F. Gifford, Jr., | 2025 | 1,450,000 | 9,350,079 | 4,450,000 | 4,150,000 | 4,935,823 | 225,278 | 24,561,180 | | Chief Executive Officer, | 2024 | 1,433,333 | 7,230,041 | 3,270,000 | 3,740,000 | 10,866,155 | 249,083 | 26,788,612 | | Altria Group, Inc. | 2023 | 1,350,000 | 6,600,049 | 2,730,000 | 3,990,000 | 3,630,508 | 228,071 | 18,528,628 | | Salvatore Mancuso, | 2025 | 880,417 | 2,600,052 | 1,351,257 | 1,276,954 | 1,407,424 | 100,646 | 7,616,750 | | Executive Vice President | 2024 | 796,550 | 2,012,524 | 1,047,900 | 1,142,200 | 946,441 | 79,655 | 6,025,270 | | and Chief Financial Officer, Altria Group, Inc. | 2023 | 743,983 | 2,012,588 | 821,000 | 1,204,400 | 1,375,541 | 84,406 | 6,241,918 | | Jody L. Begley, | 2025 | 862,133 | 2,300,095 | 1,168,028 | 1,267,546 | 5,153,777 | 86,213 | 10,837,792 | | Executive Vice President | 2024 | 788,400 | 3,512,570 | 917,500 | 1,147,400 | 981,102 | 78,840 | 7,425,812 | | and Chief Operating Officer, Altria Group, Inc. | 2023 | 752,650 | 2,012,588 | 812,500 | 1,214,800 | 1,439,900 | 85,273 | 6,317,711 | | Heather A. Newman, | 2025 | 701,550 | 2,707,552 | 807,892 | 764,445 | 1,105,480 | 70,155 | 6,157,074 | | Senior Vice President, | 2024 | 671,017 | 1,287,036 | 660,500 | 737,400 | 527,577 | 67,102 | 3,950,632 | | Chief Strategy & Growth Officer, Altria Group, Inc. | 2023 | 633,000 | 1,386,081 | 651,900 | 823,200 | 824,942 | 73,308 | 4,392,431 | | Charles N. Whitaker, | 2025 | 739,883 | 2,207,587 | 961,234 | 764,445 | 1,247,422 | 73,988 | 5,994,559 | | Senior Vice President, | | | | | | | | | | Chief Human Resources Officer & Chief Compliance Officer, Altria Group, Inc. | | | | | | | | |

  152. Summary Compensation Table

    | (1) The amount shown is the aggregate grant date fair value of stock awards determined pursuant to FASB Codification Topic 718. The number of RSUs and PSUs awarded in 2025, together with their grant date values and vesting terms, is disclosed in the Grants of Plan-Based Awards during 2025 table on page 62. The assumptions we used in calculating the grant date fair values of the RSUs and the PSUs awarded in 2025 are described in Note 11 “Stock Plans” to our consolidated financial statements in the 2025 Form 10-K. The table below provides the grant date fair value of the PSUs awarded in 2025 for each of our NEOs assuming the maximum performance level is achieved. |

  153. Summary Compensation Table

    | William F. Gifford, Jr. | Salvatore Mancuso | Jody L. Begley | Heather A. Newman | Charles N. Whitaker | | ($) | ($) | ($) | ($) | ($) | | 9,350,047 | 2,080,004 | 1,840,106 | 966,050 | 966,050 |

  154. Summary Compensation Table

    | (2) The amounts show the change in the present value of each NEO’s pension benefits for each year from December 31 of the prior year to December 31 of the applicable year. Changes in present values are due to a variety of factors, including growth in benefit due to additional pay and service, passage of time and changes in the discount rate and mortality assumptions. The increase in Mr. Begley’s present value was primarily due to his achievement of 30 years of service in 2025, which makes him eligible for an unreduced pension. |

  155. Summary Compensation Table

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  156. Summary Compensation Table

    | (3) Details of other compensation for each of our NEOs are provided below. |

  157. Summary Compensation Table

    | | | Allocation to | Personal | | | | | | | Defined | Use of | | | | | | | Contribution | Company | Car | | | | | | Plans (a) | Aircraft (b) | Expenses (c) | Security (d) | Total | | Name | Year | ($) | ($) | ($) | ($) | ($) | | William F. Gifford, Jr. | 2025 | 145,000 | 60,778 | — | 19,500 | 225,278 | | | 2024 | 143,333 | 100,000 | — | 5,750 | 249,083 | | | 2023 | 135,000 | 83,063 | 10,008 | — | 228,071 | | Salvatore Mancuso | 2025 | 88,042 | — | — | 12,604 | 100,646 | | | 2024 | 79,655 | — | — | — | 79,655 | | | 2023 | 74,398 | — | 10,008 | — | 84,406 | | Jody L. Begley | 2025 | 86,213 | — | — | — | 86,213 | | | 2024 | 78,840 | — | — | — | 78,840 | | | 2023 | 75,265 | — | 10,008 | — | 85,273 | | Heather A. Newman | 2025 | 70,155 | — | — | — | 70,155 | | | 2024 | 67,102 | — | — | — | 67,102 | | | 2023 | 63,300 | — | 10,008 | — | 73,308 | | Charles N. Whitaker | 2025 | 73,988 | — | — | — | 73,988 |

  158. Summary Compensation Table

    | (a) Amounts represent allocations to tax-qualified and non-qualified supplemental defined contribution plans. |

  159. Summary Compensation Table

    | (b) Personal use of our aircraft reflects incremental costs, including trip-related crew hotels and meals, in-flight food and beverages, landing and ground handling fees, hourly maintenance contracts, hangar or aircraft parking, fuel (based on the average monthly cost of fuel per hour flown) and other smaller variable costs. For purposes of calculating incremental costs, we would include the incremental costs of any deadhead flights, or portions thereof, made in connection with personal travel. Fixed costs incurred in any event to operate our aircraft (e.g., aircraft purchase costs, depreciation, maintenance not related to personal trips and flight crew salaries) would not be included. Mr. Gifford is required to pay his own taxes on imputed taxable income resulting from personal use of our aircraft. |

  160. Summary Compensation Table

    | (c) Car expenses reflect an annual cash vehicle allowance that ended in 2023. |

  161. Summary Compensation Table

    | (d) Security includes online personal data removal to mitigate the risk of social engineering cyber-attacks. |

  162. Summary Compensation Table

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  163. Grants of Plan-Based Awards during 2025

    Grants of Plan-Based Awards during 2025

  164. Grants of Plan-Based Awards during 2025

    | | | | | | | | | All Other | | | | | | | | | | | Stock Awards: | | | | | | | | Estimated Future Payouts | | | Number of | Grant Date | | | | Estimated Future Payouts Under | | | Under Equity Incentive Plan | | | Shares of | Fair Value | | | | Non-Equity Incentive Plan Awards | | | Awards (3) | | | Stock | of Stock | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units (4) | Awards (5) | | Name | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | | William F. Gifford, Jr. | 2025 | — | 2,537,500 | 5,772,813(1) | | | | | | | | 2025 – 2027 | — | 4,000,000 | 6,600,000(2) | | | | | | | | 2/26/2025 | | | | — | 81,107 | 162,214 | | 4,675,024 | | | 2/26/2025 | | | | | | | 84,433 | 4,675,055 | | Salvatore Mancuso | 2025 | — | 888,400 | 1,732,380(1) | | | | | | | | 2025 – 2027 | — | 1,250,000 | 2,062,500(2) | | | | | | | | 2/26/2025 | | | | — | 18,043 | 36,086 | | 1,040,002 | | | 2/26/2025 | | | | | | | 28,175 | 1,560,050 | | Jody L. Begley | 2025 | — | 868,100 | 1,692,795(1) | | | | | | | | 2025 – 2027 | — | 1,250,000 | 2,062,500(2) | | | | | | | | 2/26/2025 | | | | — | 15,962 | 31,924 | | 920,053 | | | 2/26/2025 | | | | | | | 24,924 | 1,380,042 | | Heather A. Newman | 2025 | — | 600,440 | 1,170,858(1) | | | | | | | | 2025 – 2027 | — | 750,000 | 1,237,500(2) | | | | | | | | 2/26/2025 | | | | — | 8,380 | 16,760 | | 483,025 | | | 2/26/2025 | | | | | | | 13,085 | 724,516 | | | 12/9/2025 | | | | | | | 25,751 | 1,500,011 | | Charles N. Whitaker | 2025 | — | 631,975 | 1,232,351(1) | | | | | | | | 2025 – 2027 | — | 750,000 | 1,237,500(2) | | | | | | | | 2/26/2025 | | | | — | 8,380 | 16,760 | | 483,025 | | | 2/26/2025 | | | | | | | 13,085 | 724,516 | | | 12/9/2025 | | | | | | | 17,168 | 1,000,046 |

  165. Grants of Plan-Based Awards during 2025

    | (1) Reflects the target and maximum awards under the 2025 Annual Incentive Award plan. Actual awards paid under the 2025 Annual Incentive Award plan are shown in the “Annual Incentive Plan” column of the Summary Compensation Table. The maximum represents the awards payable assuming the highest level of business and individual performance is achieved. |

  166. Grants of Plan-Based Awards during 2025

    | (2) Represents the possible future payouts for the full three-year performance cycle of the 2025 – 2027 LTIP to be paid in early 2028. Award targets are prorated for salary band changes during the three-year performance cycle. The 2025 – 2027 LTIP performance cycle commenced on January 1, 2025 and will conclude on December 31, 2027. The maximum represents the awards payable assuming the highest level of business performance is achieved. |

  167. Grants of Plan-Based Awards during 2025

    | (3) Reflects target and maximum PSUs granted to our NEOs in 2025, which will vest on February 25, 2028. The actual number of units that vest will range between 0% and 200% of target, depending on actual performance during the performance period. Holders of PSUs will accrue dividend equivalents during the performance period, which will be paid at the end of the performance period based on the number of PSUs that vest. |

  168. Grants of Plan-Based Awards during 2025

    | (4) Reflects RSUs granted to our NEOs in 2025. Grants made on February 26, 2025 and December 9, 2025 will vest on February 25, 2028 and November 20, 2030, respectively. Holders of RSUs receive cash dividend equivalents paid quarterly during the vesting period. |

  169. Grants of Plan-Based Awards during 2025

    | (5) The amount shown is the aggregate grant date fair value of stock awards determined pursuant to FASB Codification Topic 718. The assumptions used in calculating the grant date fair values of the RSUs and the PSUs awarded in 2025 are described in Note 11 “Stock Plans” to our consolidated financial statements in the 2025 Form 10-K. |

  170. Grants of Plan-Based Awards during 2025

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  171. Outstanding Equity Awards as of December 31, 2025

    Outstanding Equity Awards as of December 31, 2025

  172. Outstanding Equity Awards as of December 31, 2025

    | | Stock Awards | | | | | | | | | | RSUs | | PSUs | | | | | | | | Equity Incentive | Equity Incentive | | | | | | | Plan Awards: | Plan Awards: | | | | | | | Number of | Market or Payout | | | | | Number of | Market Value | Unearned | Value of Unearned | | | | | Shares or | of Shares or | Shares, Units or | Shares, Units or | | | | | Units of Stock | Units of Stock | Other Rights | Other Rights | | | | | That Have Not | That Have Not | that Have Not | that Have Not | | | Grant | Vesting | Vested | Vested (1) | Vested (2) | Vested (1) | | Name | Date | Date | (#) | ($) | (#) | ($) | | William F. Gifford, Jr. | 2/26/2025 | 2/25/2028 | 84,433 | 4,868,407 | 81,107 | 4,676,630 | | | 2/27/2024 | 2/26/2027 | 88,718 | 5,115,480 | 85,883 | 4,952,014 | | | 2/27/2023 | 2/26/2026 | 70,311 | 4,054,132 | 67,013 | 3,863,970 | | Salvatore Mancuso | 2/26/2025 | 2/25/2028 | 28,175 | 1,624,571 | 18,043 | 1,040,359 | | | 2/27/2024 | 2/26/2027 | 29,634 | 1,708,696 | 19,125 | 1,102,748 | | | 2/27/2023 | 2/26/2026 | 25,728 | 1,483,476 | 16,348 | 942,626 | | Jody L. Begley | 2/26/2025 | 2/25/2028 | 24,924 | 1,437,118 | 15,962 | 920,369 | | | 12/10/2024 | 11/28/2029 | 26,897 | 1,550,881 | — | — | | | 2/27/2024 | 2/26/2027 | 29,634 | 1,708,696 | 19,125 | 1,102,748 | | | 2/27/2023 | 2/26/2026 | 25,728 | 1,483,476 | 16,348 | 942,626 | | Heather A. Newman | 12/9/2025 | 11/20/2030 | 25,751 | 1,484,803 | — | — | | | 2/26/2025 | 2/25/2028 | 13,085 | 754,481 | 8,380 | 483,191 | | | 2/27/2024 | 2/26/2027 | 18,951 | 1,092,715 | 12,231 | 705,239 | | | 2/27/2023 | 2/26/2026 | 17,719 | 1,021,678 | 11,259 | 649,194 | | Charles N. Whitaker | 12/9/2025 | 11/28/2029 | 17,168 | 989,907 | — | — | | | 2/26/2025 | 2/25/2028 | 13,085 | 754,481 | 8,380 | 483,191 | | | 2/27/2024 | 2/26/2027 | 16,765 | 966,670 | 10,820 | 623,881 | | | 2/27/2023 | 2/26/2026 | 14,555 | 839,241 | 9,248 | 533,240 |

  173. Outstanding Equity Awards as of December 31, 2025

    | (1) Market values are based on $57.66, the closing price of Altria common stock on December 31, 2025; and amount assumes target performance goals are achieved. |

  174. Outstanding Equity Awards as of December 31, 2025

    | (2) Amount assumes target performance goals are achieved. The actual number of units that vest will range between 0% to 156% of target for grants prior to January 1, 2024 and 0% to 200% thereafter, depending on actual performance during the applicable performance cycle. |

  175. Stock Vested during 2025

    Stock Vested during 2025

  176. Stock Vested during 2025

    | | Stock Awards | | | | Number of Shares | Value Realized | | | Acquired on Vesting | on Vesting | | Name | (#) | ($) | | William F. Gifford, Jr. | 209,884 | 11,732,618 | | Salvatore Mancuso | 73,774 | 4,483,869 | | Jody L. Begley | 44,558 | 2,444,006 | | Heather A. Newman | 50,052 | 3,036,933 | | Charles N. Whitaker | 45,205 | 2,771,075 |

  177. Stock Vested during 2025

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  178. Pension Benefits

    Pension Benefits The Pension Benefits table and the Non-Qualified Deferred Compensation table below generally reflect amounts accumulated as a result of service over the NEO’s full career with Altria and our affiliates. The increments related to 2025 are reflected in the “Change in Pension Value” column of the Summary Compensation Table or, in the case of defined contribution plans, the “Allocation to Defined Contribution Plans” column of the table included in footnote 3 to the Summary Compensation Table.

  179. Pension Benefits

    | | | Number of | Present | | | | | Years of | Value of | Payments | | | | Credited | Accumulated | During Last | | | | Service (1) | Benefits (2) | Fiscal Year | | Name | Plan Name | (#) | ($) | ($) | | William F. Gifford, Jr. | Altria Retirement Plan | 31.25 | 2,319,746 | –– | | | Benefit Equalization Plan (pension portion) | 31.25 | 27,606,969 | –– | | Salvatore Mancuso | Altria Retirement Plan | 35.25 | 2,427,326 | –– | | | Benefit Equalization Plan (pension portion) | 35.00 | 9,944,709 | –– | | Jody L. Begley | Altria Retirement Plan | 30.50 | 2,283,953 | –– | | | Benefit Equalization Plan (pension portion) | 30.50 | 9,549,912 | –– | | Heather A. Newman | Altria Retirement Plan | 25.67 | 1,034,353 | –– | | | Benefit Equalization Plan (pension portion) | 25.67 | 3,201,833 | –– | | Charles N. Whitaker | Altria Retirement Plan | 23.67 | 1,617,459 | –– | | | Benefit Equalization Plan (pension portion) | 23.67 | 5,281,240 | –– |

  180. Pension Benefits

    | (1) Years of credited service are as of December 31, 2025. |

  181. Pension Benefits

    | (2) The amounts shown in this column are based on a single life annuity and otherwise use the same assumptions applied for year-end 2025 financial disclosure under FASB authoritative guidance relating to retirement benefits, except that (a) the Benefit Equalization Plan (“BEP”) amounts are based on a lump sum form of payment assuming an interest rate of 5.3% and (b) in accordance with SEC requirements, all benefits are assumed to commence at the earliest date on which, assuming continued employment, the individual would be eligible for benefits that are not reduced for early commencement. See Note 16 “Benefit Plans” to our consolidated financial statements in the 2025 Form 10-K for a description of the financial accounting assumptions referred to above. |

  182. Altria Retirement Plan

    Altria Retirement Plan The majority of our employees hired prior to January 1, 2008 with at least five years of service are eligible for an annual, lifetime pension benefit from the Altria Retirement Plan. The benefit for the majority of those plan participants, including all our NEOs who participate in the Altria Retirement Plan, is based on the following formula and terms:

  183. Altria Retirement Plan

    | Pension Benefit | = | 1.45% of five-year average compensation (including certain incentive compensation plan payments) up to the applicable Social Security covered compensation amount | + | 1.75% of five-year average compensation (including certain incentive compensation plan payments) in excess of the applicable Social Security covered compensation amount | × | Years of credited service (up to a maximum of 35, except in limited circumstances) |

  184. Altria Retirement Plan

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  185. Altria Retirement Plan

    Under the terms of the Altria Retirement Plan, credited service is limited to 35 years if incentive compensation is included in the determination of the five-year average compensation. Five-year average compensation is the highest average annual compensation (annual base salary plus incentive compensation) during a period of 60 consecutive months within the last 120 months of employment. If incentive compensation is not included in the determination of the five-year average compensation, then credited service is not limited to 35 years and the benefit for credited service over 35 years is 1.45% of the employee’s five-year average compensation. Social Security covered compensation is generally an amount equal to the average of the Social Security taxable wage bases for the 35-year period that ends in the year the participant reaches Social Security Full Retirement Age. Pension benefit amounts are expressed as a single life annuity payable commencing at age 65, the Altria Retirement Plan’s normal retirement age. The amount may be reduced as a result of permitted elections of continued payments to beneficiaries in the event of the retiree’s death and/or for commencement of payments before attaining normal retirement age. Employees who terminate employment before age 50 with vested benefits may elect to commence payment of their accrued pensions after attaining age 55. For such employees, the election to commence payments before age 65 results in a reduction in the annual amount payable at a rate of 6% per year multiplied by the number of full and partial years by which benefit commencement precedes attainment of age 65. For employees who continue in employment until age 50 or older and have completed five years or more of credited service, the reduction for early commencement is 6% for each year and partial year by which the benefit commencement precedes age 60, with a maximum reduction of 30%. If upon termination, an employee is at least age 50 with 30 years of service or age 60 or older with five years of service, the annuity immediately payable upon early retirement is 100% of that payable at normal retirement age. The result of becoming eligible for an early retirement benefit is an increase in the present value of the pension. Messrs. Gifford, Mancuso and Begley are currently eligible for an unreduced retirement benefit. Mr. Whitaker is currently eligible for a reduced early retirement benefit. Ms. Newman is not currently eligible for either a reduced or unreduced early retirement benefit.

  186. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  187. Non-Qualified Deferred Compensation

    | | | | | | Aggregate | | | | | Executive | Registrant | Aggregate | Withdrawals / | Aggregate | | | | Contributions | Contributions | Earnings in | Distributions | Balance at | | | | in Last Fiscal | in Last Fiscal | Last Fiscal | in Last Fiscal | Last Fiscal | | | | Year | Year (1) | Year (2) | Year | Year-End (3) | | Name | Plan Name | ($) | ($) | ($) | ($) | ($) | | William F. Gifford, Jr. | Benefit Equalization Plan (deferred profit-sharing portion) | — | 110,000 | 24,880 | — | 959,405 | | Salvatore Mancuso | Benefit Equalization Plan (deferred profit-sharing portion) | — | 53,042 | 10,816 | — | 416,735 | | Jody L. Begley | Benefit Equalization Plan (deferred profit-sharing portion) | — | 51,213 | 9,086 | — | 351,086 | | Heather A. Newman | Benefit Equalization Plan (deferred profit-sharing portion) | — | 35,155 | 3,632 | — | 142,684 | | Charles N. Whitaker | Benefit Equalization Plan (deferred profit-sharing portion) | — | 38,988 | 12,224 | — | 468,812 |

  188. Non-Qualified Deferred Compensation

    | (1) The amounts in this column reflect contributions to the deferred profit-sharing portion of the BEP earned in 2025, which were credited to the participant’s account as of the last business day of February 2026 and are included in the “Allocation to Defined Contribution Plans” column of the table included in footnote 3 to the Summary Compensation Table on page 61. The BEP DPS is further described below. |

  189. Non-Qualified Deferred Compensation

    | (2) The values in this column consist of amounts credited as earnings for 2025 on BEP account balances. These amounts do not constitute above-market earnings and are not included in amounts reported in the Summary Compensation Table on page 60. |

  190. Non-Qualified Deferred Compensation

    | (3) The aggregate balances shown include allocations reported in the Summary Compensation Table for previous years for Mr. Gifford, $726,884; for Mr. Mancuso, $221,343; for Mr. Begley, $218,342; for Ms. Newman, $112,075; and for Mr. Whitaker, $30,217. Allocations were also made for years when these individuals were not NEOs. |

  191. CEO Pay Ratio

    CEO Pay Ratio For 2025, our last completed fiscal year:

  192. CEO Pay Ratio

    | ■ | the annualized total compensation, including non-cash benefits, of our CEO (Mr. Gifford) was $24,581,074; |

  193. CEO Pay Ratio

    | ■ | the annual total compensation, including non-cash benefits, of the median Altria employee (excluding our CEO) was $166,721; and |

  194. CEO Pay Ratio

    | ■ | the ratio of our CEO’s annual total compensation to that of the median Altria employee was 147 to 1. |

  195. CEO Pay Ratio

    To identify the median employee, we used the following methodology:

  196. CEO Pay Ratio

    | ■ | We compiled a list of all employees as of December 31, 2025, which showed 5,882 total employees. |

  197. CEO Pay Ratio

    | ■ | As permitted by the de minimis exemption under applicable SEC rules, we then excluded all non-U.S. employees (141) located in Canada (39), Sweden (89), Malaysia (8) and the United Kingdom (5), as they represented 5% or less of our total workforce. |

  198. CEO Pay Ratio

    | ■ | We calculated the annual total compensation of each employee using a consistently applied compensation measure (“CACM”) defined as the sum of: |

  199. CEO Pay Ratio

    | ■ | IRS Form W-2 Box 1 wages plus pre-tax benefit contributions; |

  200. CEO Pay Ratio

    | ■ | an estimate of the annual change in pension value (if eligible for our defined benefit pension plan); |

  201. CEO Pay Ratio

    | ■ | Altria’s 2025 contribution to each employee’s defined contribution plan account; and |

  202. CEO Pay Ratio

    | ■ | the value of Altria-provided non-cash benefits for non-discriminatory benefit plans, including medical, dental, vision, life insurance, accidental death and dismemberment, short- and long-term disability. |

  203. CEO Pay Ratio

    | ■ | We annualized the 2025 compensation of all full- and part-time employees hired after January 1, 2025 who were not temporary or seasonal. We did not make a full-time equivalent adjustment for any employee. |

  204. CEO Pay Ratio

    | ■ | Many of our employees participate in our defined benefit pension plan and receive company contributions to their defined contribution plan accounts. We believe that adding these components to the CACM not only results in a reasonable approximation of their annual total compensation, but also mitigates large fluctuations in the median employee total compensation from one year to the next. |

  205. CEO Pay Ratio

    For purposes of the ratio described above, we determined the median employee’s total compensation for 2025 in the same manner used to determine our CEO’s total compensation for 2025 as reported in the “Total” column in the Summary Compensation Table, except that, in each case, non-cash benefits were added. Our median employee for 2025 was an AGDC employee. Many of our employees are long-tenured employees, and we employ few part-time employees. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.

  206. CEO Pay Ratio

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  207. Pay Versus Performance

    Pay Versus Performance Set forth below is information about the relationship between “compensation actually paid” to our NEOs and certain financial performance measures. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, refer to “Compensation Discussion and Analysis” beginning on page 38.

  208. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 | | | | | | | | | | Investment Based on: | | | | | | | | Average | | | | | | | | | | Summary | Average | | | | | | | Summary | | Compensation | Compensation | Altria | Peer Group | | | | | Compensation | Compensation | Table Total | Actually Paid | Total | Total | | Adjusted | | | Table Total | Actually Paid | for Non-CEO | to Non-CEO | Shareholder | Shareholder | Net | Diluted | | | for CEO | to CEO (1) | NEOs (2) | NEOs (2) | Return | Return (3) | Income (4) | EPS (5) | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($ in millions) | ($) | | 2025 | 24,561,180 | 27,713,212 | 7,651,544 | 7,756,023 | 208.24 | 135.97 | 6,947 | 5.42 | | 2024 | 26,788,612 | 24,949,438 | 5,414,614(6) | 6,969,475(6) | 176.17 | 125.52 | 11,264 | 5.19 | | 2023 | 18,528,628 | 14,405,880 | 5,705,089 | 4,627,220 | 125.06 | 121.25 | 8,130 | 5.01 | | 2022 | 16,199,700 | 18,053,441 | 5,304,553 | 5,884,220 | 129.70 | 126.72 | 5,764 | 4.87 | | 2021 | 12,626,972 | 14,938,175 | 3,917,487 | 4,933,885 | 124.26 | 116.18 | 2,475 | 4.64 |

  209. Pay Versus Performance

    | (1) The dollar amounts represent the amount of compensation actually paid to each NEO, as computed in accordance with applicable SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to each NEO during the applicable year. For 2025, the following adjustments were made to the amounts shown in the “Total” column of the Summary Compensation Table (“SCT”) to calculate the compensation actually paid amounts: |

  210. Pay Versus Performance

    | | Deductions from SCT Total | | Additions to SCT Total (a) | | | | | | | | | | | Change in | | Prior-Year | | | | | | | Value | Fair Value for | | Fair Value | | | | | | | for Outstanding | Outstanding | Change in | for Forfeited | | | | | Grant Date Fair | Change in | Awards | Awards | Fair Value | Awards | Dividend | Pension | | | Value of Equity | Pension | Granted This | Granted in | for Vested | Granted in any | Equivalents | Service | | | Awards (b) | Value (c) | Year (d) | Prior Years (e) | Awards (f) | Prior Year (g) | Paid (h) | Costs (i) | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | CEO Adjustments | 9,350,079 | 4,935,823 | 9,885,536 | 2,953,365 | 1,163,944 | — | 1,102,047 | 2,333,042 | | Average Non-CEO NEOs Adjustments | 2,453,822 | 2,228,526 | 2,546,397 | 743,531 | 522,061 | — | 355,492 | 619,345 |

  211. Pay Versus Performance

    | (a) Fair values shown apply updated assumptions from the grant date assumptions described in Note 11 “Stock Plans” to our consolidated financial statements included in our 2025 Form 10-K. Fair values for PSUs take into account the probable outcome of the performance conditions as of the last day of 2025 or, if earlier, the vesting date. Fair values for RSUs use the price of Altria common stock as of the last day of 2025 or, if earlier, the vesting date. |

  212. Pay Versus Performance

    | (b) Each amount shown is the aggregate grant date fair value of stock awards determined pursuant to FASB Codification Topic 718. |

  213. Pay Versus Performance

    | (c) The amounts show the change in the present value of each NEO’s pension benefits for 2025 from December 31, 2024 to December 31, 2025. |

  214. Pay Versus Performance

    | (d) Reflects the fair value as of December 31 for outstanding and unvested grants awarded during 2025. |

  215. Pay Versus Performance

    | (e) For awards granted before 2025, reflects the change in fair value between the end of 2024 and 2025 for outstanding and unvested awards. |

  216. Pay Versus Performance

    | (f) For awards that vested, reflects the change in fair value between the end of 2024 and the vest date. |

  217. Pay Versus Performance

    | (g) Reflects the fair value as of the end of 2024 for awards forfeited during the year. |

  218. Pay Versus Performance

    | (h) Reflects the sum of all dividend equivalents on unvested RSUs that were paid during the year. |

  219. Pay Versus Performance

    | (i) Reflects the actuarial present value of benefits attributed by the pension benefit formula to services rendered by each NEO during that period. |

  220. Pay Versus Performance

    | (2) The non-CEO NEOs included in the 2025 average compensation are Salvatore Mancuso, Jody L. Begley, Heather A. Newman and Charles N. Whitaker. The non-CEO NEOs included in the 2024 average compensation are Salvatore Mancuso, Jody L. Begley, Robert A. McCarter III and Heather A. Newman. The non-CEO NEOs included in the 2021, 2022 and 2023 average compensation are Salvatore Mancuso, Murray R. Garnick, Jody L. Begley and Heather A. Newman. |

  221. Pay Versus Performance

    | (3) The peer group is the S&P 500 Food, Beverage & Tobacco Index, which is the same peer group used in the performance graph in Part II, Item 5 of our 2025 Form 10-K. |

  222. Pay Versus Performance

    | (4) Net income represents net earnings attributable to Altria as disclosed in the applicable year’s Annual Report on Form 10-K. |

  223. Pay Versus Performance

    | (5) Adjusted diluted EPS is a non-GAAP financial measure. See Exhibit A to this Proxy Statement for information regarding non-GAAP financial measures and reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures. |

  224. Pay Versus Performance

    | (6) Reflects a correction from the amount disclosed in the Proxy Statement for our 2025 Annual Meeting. |

  225. Pay Versus Performance

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  226. Pay Versus Performance

    The following graphs show the relationships between compensation actually paid for our CEO and non-CEO NEOs versus select measures:

  227. Pay Versus Performance

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  228. Pay Versus Performance

    | (1) Adjusted diluted EPS is a non-GAAP financial measure. See Exhibit A to this Proxy Statement for information regarding non-GAAP financial measures and reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures. |

  229. Pay Versus Performance

    The following table lists the most important performance measures that Altria used to link company performance to compensation actually paid to the NEOs for the most recently completed fiscal year. The first five items listed are financial performance measures. Strategic initiatives are non-financial performance measures that are defined by the Committee with respect to awards under the cash-based annual incentive award and LTIP programs.

  230. Pay Versus Performance

    | Most Important Performance Measures | | Adjusted Diluted EPS (1) | | Adjusted Discretionary Cash Flow (1) | | Total Adjusted OCI (1) | | Cash Conversion (1) | | Relative TSR | | Strategic Initiatives |

  231. Pay Versus Performance

    | (1) Adjusted diluted EPS, adjusted discretionary cash flow, total adjusted OCI and cash conversion are non-GAAP financial measures. See Exhibit A to this Proxy Statement for information regarding non-GAAP financial measures. |

  232. Pay Versus Performance

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  233. Pay Versus Performance

    | Proposal 3 | Non-Binding Advisory Vote to Approve the Compensation of Altria’s Named Executive Officers | Our Board recommends a vote FOR this proposal. |

  234. Pay Versus Performance

    | At the 2025 Annual Meeting, over 95% of the votes cast approved our NEO compensation on an advisory basis. |

  235. Pay Versus Performance

    We are providing shareholders with the opportunity to express their opinions on our executive compensation program through a non-binding advisory vote to approve the compensation of our named executive officers, as such compensation is disclosed in this Proxy Statement. In response to the preference expressed by our shareholders at our 2023 Annual Meeting, our Board adopted a policy of holding this non-binding advisory vote annually. At our 2025 Annual Meeting, 95.1% of the shares voted were cast in support of the compensation of our named executive officers. We believe that our executive compensation program successfully aligns the interests of our named executive officers with the interests of our shareholders by promoting our annual and long-term business strategies, rewarding the successful execution of those strategies in a fair and financially disciplined manner and supporting our ability to attract, develop and retain world-class leaders. We encourage shareholders to review carefully the “Compensation Discussion and Analysis” and accompanying compensation tables and narrative discussion beginning on page 38 for a more detailed description of our executive compensation program and decisions, including our pay-for-performance philosophy and alignment. We are asking shareholders to vote on the following non-binding resolution: “RESOLVED, that shareholders of Altria Group, Inc. approve on an advisory basis the compensation of the Company’s named executive officers, as described in the Compensation Discussion and Analysis section, the compensation tables, related footnotes and narrative discussion of this Proxy Statement.”

  236. Pay Versus Performance

    | | RECOMMENDATION FOR | | Our Board recommends a vote FOR this proposal. | |

  237. Pay Versus Performance

    This vote is not binding upon Altria, our Board or the Committee. Nevertheless, the Committee values the opinions expressed by shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers. We currently intend to hold the next non-binding advisory vote to approve the compensation of our named executive officers at our 2027 Annual Meeting of Shareholders (the “2027 Annual Meeting”) unless our Board modifies its policy of holding this vote on an annual basis.

  238. Pay Versus Performance

    | Summary | Governance | Proposal 1 | Audit Matters | Proposal 2 | Compensation | Proposal 3 | Ownership | Q&A | Exhibit A |

  239. Pay Versus Performance

    Ownership of Equity Securities