MO Form 4: Whitaker Withholds 10,331 Shares to Cover RSU Taxes

Rhea-AI Filing Summary

Charles N. Whitaker, SVP and Chief HR Officer & CCO of Altria Group, Inc. (MO), reported a withholding of 10,331 common shares on 08/21/2025 to satisfy taxes on the vesting of restricted stock units. The shares were valued at $67.58 each based on the 08/20/2025 closing price. After this disposition, Whitaker beneficially owns 177,296 shares in total, which includes 44,405 restricted stock units still outstanding. Separately, 983 shares are held indirectly in the Altria Deferred Profit-Sharing Plan. The Form 4 was signed on 08/25/2025.

Positive

• Reporting indicates routine tax withholding on RSU vesting, not an open-market sale
• Reporting person retains substantial equity: 177,296 shares beneficially owned including 44,405 RSUs

Negative

• 10,331 shares were disposed via withholding to cover taxes on vested RSUs

Insights

Corporate Governance Expert

TL;DR: This filing records routine withholding to cover taxes on vested RSUs and leaves the reporting officer with substantial remaining holdings.

The transaction is reported as a disposition of 10,331 shares under Code F, which the explanatory note states were withheld to satisfy taxes on RSU vesting rather than an open-market sale. That distinction is material for governance review because tax-withholdings are common, non-discretionary actions tied to compensation events. Post-transaction beneficial ownership of 177,296 shares, including 44,405 RSUs, indicates continued alignment with shareholder interests. The filing is timely and properly signed.

Executive Compensation Analyst

TL;DR: The filing documents a compensation-related share withholding event; it does not indicate discretionary cashing out of equity by the officer.

The explanation clarifies the disposition resulted from tax withholding on vested restricted stock units, a routine payroll-related action. The use of the prior trading day's closing price ($67.58) for valuation is consistent with standard reporting practice. The remaining 44,405 RSUs and total beneficial ownership of 177,296 shares remain meaningful components of the officer's equity compensation profile. No derivative transactions or additional dispositions are reported.

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^*

Whitaker Charles N.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief HR Off. & CCO

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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	08/21/2025		F		10,331(1)	D	$67.58(2)	177,296(3)	D
Common Stock								983	I	DPS(4)

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 withheld to satisfy taxes on the vesting of Restricted Stock Units.

2. The closing price of Altria Group, Inc. common stock on August 20, 2025, the last trading day immediately preceding the shares vesting.

3. Total includes 44,405 Restricted Stock Units.

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

Remarks:

	W. Hildebrandt Surgner, Jr. for Charles N. Whitaker	08/25/2025
	** 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 transaction did Charles N. Whitaker report on Form 4 for MO?

He reported a disposition of 10,331 common shares on 08/21/2025 due to tax withholding on vested RSUs.

At what price were the withheld shares valued?

The withheld shares were valued at $67.58 per share, the closing price on 08/20/2025.

How many shares does Whitaker beneficially own after the transaction?

He beneficially owns 177,296 shares following the reported transaction, which includes 44,405 restricted stock units.

What does Code F mean in this Form 4 filing?

In this filing Code F is used for a disposition resulting from tax withholding on RSU vesting, as explained in the form's remarks.

Are there any indirect holdings reported?

Yes, 983 shares are reported as held indirectly in the Altria Deferred Profit-Sharing Plan.

When was the Form 4 signed and filed?

The Form 4 includes a signature dated 08/25/2025.