ALTRIA GROUP INC

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In January 2024, our Board of Directors authorized a $1.0 billion share repurchase program that it increased to $3.4 billion in March 2024 (as increased, “January 2024 share repurchase program”). We expect to complete the program by December 31, 2024. The timing of share repurchases depends upon marketplace conditions and other factors, and the program remains subject to the discretion of our Board of Directors.

Our share repurchase activity for each of the three months in the period ended June 30, 2024, was as follows:

(1) During the first quarter of 2024, we entered into two separate accelerated share repurchase agreements with bank counterparties (collectively, “ASR Agreements”) to repurchase an aggregate $2.4 billion of common stock. In the first quarter, we paid the $2.4 billion aggregate repurchase price and received approximately 46.5 million shares of our common stock (85% of the $2.4 billion aggregate repurchase price calculated on the basis of a price of $43.87 per share, the closing price of our common stock on March 15, 2024, the date we entered into the ASR Agreements). In the second quarter of 2024, we received approximately 7.4 million additional shares of our common stock upon the final settlement of the ASR Agreements. The average repurchase price of the shares repurchased under the ASR Agreements was $44.50 per share. In addition, in June 2024 we repurchased approximately 0.2 million shares under our January 2024 share repurchase program at an aggregate cost of approximately $10 million (average price per share of $45.53). For further discussion of our share repurchase program, see Note 1.