Director at Altria (NYSE: MO) settles phantom stock units in cash

Rhea-AI Filing Summary

Altria Group director George Munoz reported an exercise of 2,078 phantom stock units that are settled in cash and track Altria’s common stock value 1-for-1. The exercise price reference was $67.0875, based on the average high and low price of Altria common stock on February 13, 2026.

After this derivative exercise under the Deferred Fee Plan for Non-Employee Directors, Munoz held 12,471 phantom stock unit equivalents and 123,030 shares of Altria common stock directly, including 7,714 deferred shares in the Stock Compensation Plan for Non-Employee Directors.

Insights

Equity compensation analyst

Routine cash-settled equity compensation; no open-market buying or selling.

This filing shows George Munoz, a director of Altria Group, exercising 2,078 phantom stock units that mirror the value of common shares on a 1-for-1 basis. Under the non-employee director deferred fee plan, these units are settled in cash rather than actual stock.

Because the transaction is a derivative exercise/conversion and cash-settled, it does not indicate open-market buying or selling of Altria shares. After the transaction, Munoz’s reported positions are 12,471 phantom stock unit equivalents and 123,030 common shares, including 7,714 deferred shares, suggesting a routine update to his compensation-related holdings.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

MUNOZ GEORGE

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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								123,030	D(1)

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
Phantom Stock Units	(2)	02/13/2026		M			2,078(3)	(4)	(4)	Common Stock	2,078	$67.0875(5)	12,471(6)	D

Explanation of Responses:

1. Includes 7,714 deferred shares held in the Stock Compensation Plan for Non-Employee Directors.

2. Phantom stock units convert to the cash value of the issuer's common stock on a 1-for-1 basis.

3. These share equivalents are being settled in cash pursuant to the Deferred Fee Plan for Non-Employee Directors, as elected by the participant in 2008.

4. The participant will receive distributions of phantom stock units in cash either prior to or following termination of service as a member of the issuer's board of directors, as elected by the participant.

5. The average of the high and low price of Altria Group, Inc. common stock on February 13, 2026.

6. Share equivalents held in the Deferred Fee Plan for Non-Employee Directors.

Remarks:

	Mary C. Bigelow for George Munoz	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Altria (MO) director George Munoz report in this Form 4?

George Munoz reported exercising 2,078 phantom stock units linked to Altria’s common stock. These units convert into cash based on the stock’s value, updating his compensation-related holdings without involving open-market purchases or sales of Altria shares.

Are the phantom stock units in the Altria (MO) filing settled in cash or stock?

The phantom stock units are settled in cash, not stock. They convert to the cash value of Altria common shares on a 1-for-1 basis under the Deferred Fee Plan for Non-Employee Directors, as elected by the participant in 2008.

How many phantom stock unit equivalents does George Munoz hold after the transaction?

After the reported exercise, George Munoz holds 12,471 phantom stock unit equivalents. These units represent cash-settled claims tied to Altria’s share price, rather than actual shares, and are part of a deferred compensation arrangement for non-employee directors.

How many Altria (MO) common shares does George Munoz hold following this Form 4?

Following the reported transaction, George Munoz directly holds 123,030 shares of Altria common stock. This total includes 7,714 deferred shares maintained within the Stock Compensation Plan for Non-Employee Directors, reflecting his overall equity-related position as a board member.

What price was used to value George Munoz’s phantom stock unit exercise?

The transaction used $67.0875 per share, the average of the high and low prices of Altria common stock on February 13, 2026. This reference price determines the cash value paid when the phantom stock units are settled under the deferred fee plan.

Does this Altria (MO) Form 4 show any open-market stock purchases or sales?

The Form 4 does not show open-market purchases or sales. It reports a derivative exercise of phantom stock units that are cash-settled and track Altria’s share price, along with updated holdings of common stock and deferred share equivalents.