Altria (MO) CEO reports PSU vesting, tax share withholding and updated holdings

Rhea-AI Filing Summary

Altria Group CEO William F. Gifford Jr. reported equity compensation changes involving company common stock. He acquired 70,364 shares at a price of $0.0000 per share, received upon vesting of Performance Stock Units granted on February 27, 2023. To cover tax obligations on the vesting of these Performance Stock Units and Restricted Stock Units, 61,849 shares were disposed of at $69.70 per share, the closing price on February 25, 2026. Following these transactions, he directly owned 681,942 shares of common stock, which total includes 173,151 Restricted Stock Units, and indirectly held 1,747 shares through the Altria Deferred Profit-Sharing Plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gifford William F. Jr.

(Last) (First) (Middle)

6601 W BROAD ST

(Street)

RICHMOND VA 23230

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ALTRIA GROUP, INC. [ MO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/26/2026		A		70,364(1)	A	$0	743,791	D
Common Stock	02/26/2026		F		61,849(2)	D	$69.7(3)	681,942(4)	D
Common Stock								1,747	I	DPS(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares of common stock received upon vesting of Performance Stock Units granted on February 27, 2023.

2. Shares withheld to satisfy taxes on the vesting of Performance Stock Units and Restricted Stock Units.

3. The closing price of Altria Group, Inc. common stock on February 25, 2026, the last trading day immediately preceding the shares vesting.

4. Total includes 173,151 Restricted Stock Units.

5. Shares held in the Altria Deferred Profit-Sharing Plan.

Remarks:

	Mary C. Bigelow for William F. Gifford, Jr.	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Altria (MO) CEO William F. Gifford Jr. report in this Form 4?

He reported equity compensation activity in Altria common stock, not an open-market trade. Performance Stock Units vested into 70,364 shares, and shares were withheld to cover related tax obligations, updating his direct and indirect ownership positions in the company.

How many Altria (MO) shares did the CEO acquire through PSUs in this filing?

He acquired 70,364 shares of Altria common stock at a stated price of $0.0000 per share. These were shares received upon vesting of Performance Stock Units originally granted on February 27, 2023, reflecting equity-based compensation rather than a cash purchase.

Why were 61,849 Altria (MO) shares disposed of in this Form 4?

61,849 shares were disposed of to satisfy taxes on the vesting of Performance Stock Units and Restricted Stock Units. The shares were valued at $69.70, the closing price of Altria common stock on February 25, 2026, the trading day immediately before the vesting date.

What is William F. Gifford Jr.’s direct Altria (MO) ownership after these transactions?

After these transactions, he directly owned 681,942 shares of Altria common stock. This total includes 173,151 Restricted Stock Units, reflecting both currently held shares and equity awards that remain subject to vesting or other applicable conditions.

Does the Altria (MO) CEO hold any shares indirectly after this Form 4?

Yes. He indirectly held 1,747 shares of Altria common stock after the reported transactions. These shares are held in the Altria Deferred Profit-Sharing Plan, as noted in the footnotes describing the nature of this indirect ownership position.

Were the Altria (MO) Form 4 transactions open-market buys or sells?

No. The filing reflects compensation-related activity, not open-market trading. Shares were acquired through vesting of Performance Stock Units and disposed of to pay associated tax liabilities by delivering shares, consistent with typical equity award tax-withholding mechanics.