[8-K] Altria Group, Inc. Reports Material Event

Rhea-AI Filing Summary

BioVie Inc. (NASDAQ: BIVI) filed a Form 8-K on 17 Jul 2025 to report changes in corporate governance.

Board expansion: The Board increased from four to six directors and immediately appointed Dr. Amy S. Chappell, MD, FAAN and Kameel D. Farag. Both will receive the Company’s standard non-management director compensation.

No family relationships or related-party transactions exist between the new directors and BioVie, satisfying Item 404(a) of Regulation S-K.

Reg FD: A press release announcing the appointments was issued on 22 Jul 2025 and furnished as Exhibit 99.1; it is treated as “furnished,” not “filed,” under the Exchange Act.

The filing contains no financial results, guidance, financings, or other material transactions.

Positive

• Strengthens board independence and expertise by adding two directors with no related-party concerns.

Negative

• No immediate financial or strategic information provided, limiting the event’s materiality for investors.

Insights

Corporate Governance Analyst

TL;DR: Adding two independent directors modestly improves oversight; impact limited because no strategic or financial details were provided.

The Board’s expansion from four to six seats enhances independence and could diversify expertise, which proxy advisory firms generally view favorably. Absence of related-party dealings reduces governance risk. However, without accompanying strategic updates or operational metrics, the event is unlikely to shift valuation or risk models. Overall market impact is neutral, with a slight positive tilt for governance quality.

Portfolio Manager

TL;DR: Director appointments are routine; no change to cash flow outlook or investment thesis.

From an allocation standpoint, director changes rarely trigger portfolio action unless tied to strategic pivots. BioVie offered no guidance, pipeline update, or capital structure change. Consequently, position sizing and risk-reward metrics remain unchanged. I view this as standard housekeeping that marginally strengthens governance but does not affect equity valuation.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 ____________________________________________________________________________________________________________

FORM 8-K

________________________________________________________________________________________________________________

 CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 23, 2025

________________________________________________________________________________________________________________

ALTRIA GROUP, INC.

(Exact name of registrant as specified in its charter)

______________________________________________________________________________________________________________

Virginia

1-08940

13-3260245

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

6601 West Broad Street,			Richmond,			Virginia			23230
(Address of principal executive offices)									(Zip Code)

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

_______________________________________________________________________________________________________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class			Trading Symbols			Name of each exchange on which registered
Common Stock, $0.33 1/3 par value			MO			New York Stock Exchange
2.200% Notes due 2027			MO27			New York Stock Exchange
3.125% Notes due 2031			MO31			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 1.01.    Entry into a Material Definitive Agreement.

Effective July 23, 2025, Altria Group, Inc. (“Altria”) entered into an extension agreement (the “Extension Agreement”) to amend its $3.0 billion senior unsecured 5-year revolving credit agreement, dated as of October 24, 2023 (the “Credit Agreement”), with JPMorgan Chase Bank, N.A. and Citibank, N.A., as administrative agents, and the lenders named therein (the “Lenders”). The Extension Agreement extends the expiration date of the Credit Agreement from October 24, 2028 to October 24, 2029.

All other terms and conditions of the Credit Agreement remain in full force and effect.

Some of the Lenders under the Credit Agreement and their affiliates have various relationships with Altria and its subsidiaries involving the provision of financial services, including cash management, investment banking and trust services.

The foregoing description of the Extension Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Extension Agreement, a copy of which is attached as Exhibit 10.1 and incorporated by reference in this Current Report on Form 8-K. The Credit Agreement was previously filed as Exhibit 10.1 to Altria’s Current Report on Form 8-K (File No. 1-08940) filed with the Securities and Exchange Commission on October 25, 2023.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

10.1						Extension Agreement, effective July 23, 2025, among Altria Group, Inc., JPMorgan Chase Bank, N.A. and Citibank, N.A., as administrative agents, and the lenders named therein.
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			ALTRIA GROUP, INC.
			By:			/s/ W. HILDEBRANDT SURGNER, JR.
			Name:			W. Hildebrandt Surgner, Jr.
			Title:			Vice President, Corporate Secretary and
						Associate General Counsel

DATE:    July 23, 2025

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FAQ

What did BioVie (BIVI) disclose in its 17 Jul 2025 Form 8-K?

The company expanded its Board from four to six seats and appointed Dr. Amy S. Chappell and Kameel D. Farag as new directors.

Who are the new BioVie board members?

Dr. Amy S. Chappell, MD, FAAN and Kameel D. Farag joined the Board effective 17 Jul 2025.

Are there any related-party transactions involving the new directors?

No. BioVie stated that neither director has related-party dealings reportable under Item 404(a) of Regulation S-K.

Is the accompanying press release considered filed or furnished?

Exhibit 99.1 is furnished, not filed, so it is not subject to Exchange Act Section 18 liabilities.

Does the 8-K include financial results or guidance?

No financial statements, earnings data, or forward guidance were included in this report.